Cities Index.
Agenda packet, first session

Palmdale City Council
November 2, 2022

Document
Agenda packet, first session
Meeting
November 2, 2022
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Palmdale City Council
Pages
44
Original file
53.0 MB
Text extracted from the city's file for reading and search. Open the original on d3n9y02raazwpg.cloudfront.net. That file is the official record.

The Council Chamber is open for in-person public comment and seating. The Mayor and/or one or more members of the City Council may participate virtually in this meeting.

How to observe the meeting virtually:

1. Spectrum local access Channel 27

2. Online live webcast at www.cityofpalmdale.org.

How to Submit Public Comments:

VERBAL PUBLIC COMMENT DURING THE MEETING – ZOOM Number: US: +1 669 444 9171 Webinar ID: 862 1273 8638 Passcode: 193719
Webinar attendee link
https://us06web.zoom.us/j/86212738638?
pwd=bFhoc08rT0ZrakMyZXdFcmg2L0w2UT09
.

Verbal comments must be limited to three (3) minutes. Public comments submitted will become part of the official meeting record.

The safety and well-being of employees and the public remains the City's top priority. The City of Palmdale appreciates your patience and understanding during these challenging times.

CITY COUNCIL MEETING

SUCCESSOR AGENCY

CITY COUNCIL CHAMBERS
38300 SIERRA HIGHWAY

SUITE B
PALMDALE, CA 93550

WEDNESDAY, NOVEMBER
2, 2022
5:00 p.m.
7:00 p.m.
www.cityofpalmdale.org

WELCOME
City Council
Wednesday, November
2, 2022

The City Council is making every effort to follow the spirit and intent of the Brown Act and other applicable laws regulating the conduct of public meetings in order to maximize transparency and public access.

In accordance with the Americans with Disabilities Act of 1990, if you require a disability- related modification or accommodation to participate in this meeting, please contact the City Clerk’s Office at (661) 267-5151 at least 72 hours prior to the meeting.

If you require oral Spanish translation, please contact the City Clerk’s Office at (661) 267- 5151 at least 72 hours prior to the meeting.

Your courtesy is requested to help our meetings run smoothly. If you’ll be kind enough to follow these simple rules, we can make the best possible use of your time and ours:

Please refrain from public displays or outbursts, such as unsolicited applause, comments, cheering, foul language or obscenities.

Any disruptive activities that substantially interfere with the ability of the City Council to carry out its meeting will not be permitted and offenders will be asked to leave the meeting.

Please turn off/mute your cell phones and mobile devices.

5:00 P.M.

1. MAYOR TO CALL MEETINGS TO ORDER

2. ROLL CALL

MAYOR HOFBAUER, MAYOR PRO TEM LOA,

COUNCILMEMBERS CARRILLO, BISHOP, BETTENCOURT

3. PUBLIC COMMENTS ON CLOSED SESSION ITEMS
The public is invited to comment on any closed session item listed below. Please submit a Speaker's Form to the City Clerk
BEFORE
this portion of the meeting begins. Each
person addressing the Council is customarily given up to three minutes to speak (with double the time allotted to non-English speakers using a translator). The amount of time authorized may be adjusted by the chair. If you wish to provide information to the Council, please present the City Clerk with 7 copies. Otherwise, your materials will simply be added to the administrative record. If you are attending the meeting by phone, please press *9 to "raise your hand." If attending by personal computer, please click the "raise your hand" button. Press *6 to un-mute yourself, state your name and begin speaking.

City Council
Wednesday, November
2, 2022

4. PRESENTATION BY CITY ATTORNEY

4.1 CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
Ricci v. City of Palmdale, et al.

Los Angeles County Superior Court
Case No. 22STCV01269
This closed session is being held pursuant to the authority of California Government Code Section 54956.9(d)(1).

4.2 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Shanae Smith, Patricia Nevarez and Michael "Mike" Behen vs. City of Palmdale, et al.

Los Angeles County Superior Court
Case No. 22STCV18219
This closed session is being held pursuant to the authority of California Government Code Section 54956.9(d)(1).

4.3 CONFERENCE WITH LEGAL COUNSEL—EXISTING LITIGATION
Government Code Section 54956.9(d)(1)
Name of case: John J. Murphy v. City of Palmdale
Los Angeles County Superior Court Case Number: 22STCV22544 Related City Claim Number: 2022-007

4.4 CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION Leona Valley Town Council vs. City of Palmdale, et al.

Los Angeles County Superior Court
Case No. 22STCP01932
This closed session is being held pursuant to the authority of California Government Code Section 54956.9(d)(1)

5. ANNOUNCEMENT BY CITY ATTORNEY

6. ADJOURN CLOSED SESSION MEETING

7:00 P.M.

7. PLEDGE OF ALLEGIANCE AND MOMENT OF SILENCE IN HONOR OF OUR TROOPS

City Council
Wednesday, November
2, 2022

8. PRESENTATION

8.1 Presentation of a cute critter available for adoption at the Palmdale Animal Care Center.

9. WAIVER OF FULL READING OF RESOLUTION(S) and ORDINANCE(S) Staff Recommendation: Move to waive full reading of the Resolution (s) and/or Ordinance(s) to be considered and voted on at this meeting.

10. PUBLIC COMMENTS ON LISTED AGENDA ITEMS (EXCLUDING PUBLIC

HEARINGS)
You may address the Council once per meeting during Public Comments. This portion of the public comment is on any item listed on the agenda, excluding public hearings (if any). Public comment on public hearing items (if any) will be heard when that matter is considered. To address the Council regarding an item on the agenda, please fill out a Speaker's Form and submit it to the City Clerk
BEFORE
the Mayor announces the item.

Each person addressing the Council is customarily given up to three mi nutes to speak
(with double the time allotted to non-English speakers using a translator). The amount of time authorized may be adjusted by the chair. If you wish to provide information to the Council, please present the City Clerk with 7 copies. Otherwise, your materials will simply be added to the administrative record. If you are attending the meeting by phone, please press *9 to "raise your hand." If attending by personal computer, please click the "raise your hand" button. Press *6 to un-mute yourself, state your name and begin speaking.

11. CONSENT CALENDAR
All matters listed under the Consent Calendar will be enacted by one motion unless an item(s) is pulled by Council, in which case the item(s) will be removed from the Calendar and will be considered separately following this portion of the Agenda.

11.1 Receive and file the Monthly and Quarterly Investment Reports for September 2022. (Staff Reference: Director of Finance Samson)

1._Staff_Report_-_Investment_Report_Sept_2022.docx

03 September 2022 City & Successor Investment Reprts.pdf

11.2 Approve First Amendment to the agreement with Karma Rescue, Inc. to administer a low or no cost spay and neuter program for Palmdale residents to increase the agreement by $300,000 for a new not to exceed total of $500,000. (Staff Reference Interim Assistant City Manager Miller - Presented by Public Safety Supervisor German)

Staff_Report_Spay_Neuter_Amendment_1_to_A-7837_.docx

Amendment to Agreement - KARMA RESCUE, INC. (A-7837) Amendment 1 (kg) final.pdf

City Council
Wednesday, November
2, 2022

11.3 Adopt Resolution No. CC 2022-093, a Resolution of the City Council of the City of Palmdale authorizing the City Manager to renew the agreement with Kaiser Foundation Health Plan and authorization to pay all fees (Staff Reference: Human Resources Manager Nevarez)

Staff_Report_Resolution__2022.093___Kaiser(1).docx

Resolution_CC_2022.093___Kaiser(1).doc

11.4 Adopt Resolution No. CC 2022-094, a Resolution of the City Council of the City of Palmdale authorizing the City Manager to negotiate and execute an agreement for stop l
oss insurance coverage for the City’s self-funded medical plan (Staff Reference: Human
Resources Manager Nevarez)

Staff_Report_Resolution__2022.094__Stop_Loss.docx

Resolution_CC_2022.094__Stop_Loss.doc

11.5 Adopt Resolution No. CC 2022-092, a Resolution of the City Council of the City of Palmdale authorizing the City Manager to renew the agreement with Benefit & Risk Management Services and authorization to pay all fees (Staff Reference:

Human Resources Manager Nevarez)

Staff_Report_Resolution__2022.092___BRMS(1).docx

Resolution_CC_2022.092___BRMS(1).doc

BRMS_TPA_Contract_A.8134__eff_01.01.23_1_.docx

11.6 Receive and file the annual activity report for Development Agreement A-5595 pertaining to the Oasis Wellness Village project located at the southeast corner of Palmdale Boulevard and Tierra Subida Avenue. (Staff Reference: Director of Economic and Community Development Garibay - Presented by Senior Planner Magaña)

Staff Report Development Agreement A-5595.docx

Recorded DA (A-5595).pdf

11.7 Notice of Completion - Accept public improvements for Tract 60789 located west of 40th Street East and Hollowglen Drive. (Staff Reference: Acting Director of Public Works Glidden)

SR-11022022 20-34.docx

EXHIBIT A 20-34.docx

EXHIBIT B (20-34).docx

Signed NOC.pdf

11.8 Notice of Completion - Accept public improvements for Tract 63008 located south of Palmdale Boulevard and Chapelle Street. (Staff Reference: Acting Director of Public Works Glidden)

SR-11022022 20-33.docx

EXHIBIT A 20-33.docx

EXHIBIT B.docx
City Council
Wednesday, November
2, 2022

Signed NOC.pdf

11.9 Adopt Resolution No. CC 2022-118, a Resolution of the City Council of the City of Palmdale Making Legally Required Findings for Extending Remote Teleconference Participation for Meetings of the City Council and its Related and/or Subordinate Legislative Bodies. (Staff Reference: Interim City Attorney Porter)

SR_-_RESO_Authorizing_Remote_Meetings_110222.docx

RESO_-118Continuing_Remote_Meeting_authorization_-_For_Nov_2_2022.docx

11.10 Approve the minutes from the previous meetings. (Staff Reference: Acting City Clerk Scott)

CC/SA - September 7, 2022
CC - September 21, 2022
CC/SA - October 5, 2022

09 07 2022 Minutes CC_SA.pdf

09 21 2022 Minutes CC.pdf

10 05 2022 Minutes CC_SA.pdf

12. PUBLIC HEARING

12.1 Introduction and Adoption of Ordinance No. 1600, an Ordinance of the City Council of the City of Palmdale approving Specific Plan Amendment 21-003; a request to modify the Boundary and Land Use Designations, Permitted Uses, and Standards of Development for the Palmdale Transit Area Specific Plan. (Staff Reference: Economic and Community Development Director Garibay - Presented by Associate Planner Sauder)

SPA 21-003 - CC Staff Report.docx

Ordinance_No._1600.docx

Exhibit II - PTASP Redline.docx

12.2 Introduction and Adoption of Ordinance No. 1595, an Ordinance amending the Palmdale Municipal Code to adopt by reference the 2022 Editions of the California Building, Residential, Green Building Standards, Mechanical, Plumbing, and Electrical Codes with local amendment thereto and Title 32 Los Angeles County Fire Code. (Staff Reference: Director of Economic and Community Development Garibay - Presented by Building Official George)

2022_Code_Adoption_Staff_Report_Final_Version.docx

Ordinance_Building_Code_2022_Final_Version_for_Review.docx

Palmdale 2022 Code Adoption Exhibit A Final Version for Review.docx

2022_Resolution_Code_Adoption_Final_version_for_reveiw__1_(1).docx City Council
Wednesday, November
2, 2022

12.3 Introduction and Adoption of Ordinance No. 1599, an Ordinance of the City Council of the City of Palmdale amending in its entirety Chapter 3.08, Purchasing, of the Palmdale Municipal Code. (Staff Reference: Director of Finance Samson)

1._Staff_Report_Purchasing_Ordinance_Revision.docx

2._Ordinance_1599_Chapter_3.08_PMC.docx

3._Exhibit_A_Ordinance_No._1599__Chapter_3.08 (1).docx

13. PUBLIC COMMENTS ON NON-AGENDA ITEMS
This portion of the Agenda allows an individual the opportunity to address the Council on any subject within the City’s subject matter jurisdiction not on the Agenda. Under state legislation, in general, no action can be taken on items not specifically referenced on the Agenda, but may offer suggestions on how your concerns may best be resolved. To address the Council regarding a non-agenda item, please fill out a Speaker's Form and submit it to the City Clerk
BEFORE
the Mayor announces the item. Each person
addressing the Council is customarily given up to three minutes to speak (with double the time allotted to non-English speakers using a translator). The amount of time authorized may be adjusted by the chair. If you wish to provide information to the Council, please present the City Clerk with 7 copies. Otherwise, your materials will simply be added to the administrative record. If you are attending the meeting by phone, please press *9 to "raise your hand." If attending by personal computer, please click the "raise your hand" button.

Press *6 to un-mute yourself, state your name and begin speaking.

14. INFORMATIONAL REPORT FROM MAYOR AND / OR COUNCILMEMBERS ON

THEIR VARIOUS COMMITTEE MEMBERSHIPS AND MEETINGS ATTENDED AT

PUBLIC EXPENSE

14.1 COMMITTEE MEMBERSHIPS.

• ANTELOPE VALLEY AIR QUALITY MANAGEMENT DISTRICT
• ANTELOPE VALLEY TRANSIT AUTHORITY
• CALIFORNIA CONTRACT CITIES ASSOCIATION
• CITY OF PALMDALE AUDIT COMMITTEE
• CITY OF PALMDALE INVESTMENT OVERSIGHT COMMITTEE
• HIGH DESERT CORRIDOR JOINT POWERS AUTHORITY
• LEAGUE OF CALIFORNIA CITIES
• LOS ANGELES COUNTY SANITATION DISTRICT
• NORTH LOS ANGELES COUNTY TRANSPORTATION COALITION
• PALMDALE RECYCLED WATER AUTHORITY
• SOUTHERN CALIFORNIA ASSOCIATION OF GOVERNMENTS REGIONAL

COUNCIL
City Council
Wednesday, November
2, 2022
• UNITED STATES/MEXICO SISTER CITIES ASSOCIATION
• CALIFORNIA STATE PRISON – LOS ANGELES COUNTY, CITIZENS

ADVISORY COMMITTEE

14.2 MEETINGS ATTENDED AT PUBLIC EXPENSE

Bettencourt Informational Report 110222.docx

15. CITY COUNCIL REQUESTS FOR NEW AGENDA ITEMS

16. CITY MANAGER’S REPORT

17. Adjourn meeting to November 16, 2022 at 7:00 p.m. in the City Hall Council Chamber located at 38300 Sierra Highway, Suite B, Palmdale, California.

City Council
Wednesday, November
2, 2022
City Council Staff Report
DATE: NOVEMBER 2, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: CITY MANAGER’S OFFICE – FINANCE DIVISION
DISTRICT: ALL
SUBJECT: RECEIVE AND FILE THE MONTHLY AND QUARTERLY INVESTMENT ACTIVITY REPORTS FOR SEPTEMBER 2022
ISSUE
Receive and file the monthly and quarterly investment activity reports for September 2022.

RECOMMENDATION
Staff recommends that the City Council accept the monthly and quarterly investment activity report for City of Palmdale and Successor Agency for September 2022.

BACKGROUND
Pursuant to Section 16 of the City of Palmdale and Successor Agency Investment Policy, the City Treasurer shall prepare and present monthly and quarterly reports on investments to the City Manager/Executive Director and the City Council/Directors.

The reports shall detail the type of investment, name of the issuer, purchase date, date of maturity, amount of deposit, and rate of interest. This information shall be provided for a ll City and Successor Agency pooled investments, as well as for Certificates of Participation, Revenue Bonds, Tax Allocation Bonds, Assessment Districts and Community Facilities District accounts which are managed by outside Fiscal Agents.

The monthly and quarterly reports provide a synopsis of the investment activity for the City of Palmdale and Successor Agency. The report s provide information on assets, allocations, average maturities, yields, and book valuations.

The interest rates presented are the mos t current rates available as of the date of this report.

The market values presented for pooled City and Successor Agency investments are based on closing prices for the related investment as of the date of this report. This information was obtained from the Wall Street Journal, Bloomberg Financial Markets, Capital Market Finances, or other reliable source of market prices.

Report to Mayor and City Council
Re: Monthly & Quarterly Reports on Investments
November 2, 2022

Page 2 ends

DISCUSSION
Compliance with Investment Policy
For September, the invested portfolio amount for the City of Palmdale totaled $287,894,952 a decrease of $36,958 from the previous month, and an increase of $55,095,538 in comparison to last year. The decrease is due to transfers out to pay debt services.

The par value of Successor Agency’s portfolio as of September was $6,150,890. The balance decreased by $5,261,252 from the last month due to debt service payments made during the month.

All investments meet criteria appropriate to Section 8 of the Investment Policy. The portfolios are based on a combination of various investments, including CDs, Corporate Notes, U.S. Treasury Securities and Government Agency Paper, each adhering to portfolio percentage limitations.

The Finance Division is the custodian for the City and Successor Agency’s investment portfolio and follows the three main principles of both entity’s investment policy to 1) Investment in financial instruments that mitigate the risk of monetary losses stemming from market fluctuations; 2) Establish and maintain a portfolio that has sufficient liquidity to allow the City and Successor Agency to meet all anticipated cash requirements; and 3) Seek out investment instruments that provide a competitive market rate of return.

Liquidity
One core approach the Finance Division focuses on, is providing liquidity to measure up to the City and Successor Agency’s operational requirements. Thus, the Finance Department is currently investing in two pooled funds, LAIF and CAMP. These are intended for the daily operational activities, used for economic uncertainties and maintenance needs. The pooled funds provide a higher liquidity ratio to ensure the City and Successor Agency meet cash flow requirements.

Total LAIF balance for the City of Palmdale at the end of September is $112,566,147, no changes compared to the prior month.

Successor Agency LAIF balance at the end of September was $5,407,822, no changes from the previous month.

CAMP’s balance for City of Palmdale at the end of September is $250,692 compared to August balance of $250,155 a slight increase due to interest earned. The interest rates presented are the most current rates available as of the date of this report. As of September 30, 2022, the interest rates for LAIF and CAMP investments were at 1.513 Report to Mayor and City Council
Re: Monthly & Quarterly Reports on Investments
November 2, 2022

Page 3 ends

percent and 2.61 percent, respectively. By comparison, the LAIF and CAMP interest rates at the end of August were at 1.276 percent and 2.30 percent. Both rates have slightly increased within this month. This time last year, LAIF and CAMP rates were at

0.206 percent and 0.05, respectively.

The chart above shows both the Local Agency Investment Fund and California Asset Management Program’s average monthly yields beginning December 2021 through September 2022.

We anticipate the rates to increase in the upcoming months, considering the current state of the economy. In recent months, CAMP shows better performance than LAIF in interest rates, however, the historical trend shows that LAIF rates generally outperform CAMP rates. The difference between the performance of the two funds is partly due to the varying pool characteristics. CAMP’s portfolio composition is much more subject to market volatility, resulting in performance variation.

Diversity
The Finance Division aims to diversify the investment portfolios to avoid incurring unreasonable and avoidable risks regarding specific security types or individual financial institutions.

City of Palmdale and Successor Agency’s investment portfolios remain strongly diversified. The monthly reports include all investments held by both entities and current book values as of September 30, 2022.

It is anticipated that both the City of Palmdale and Successor Agency will have sufficient moneys to meet its expenditure requirements for the next 6 months as we

0.21% 0.23% 0.28% 0.37% 0.52%

0.68%

0.86%

1.09%

1.28%

1.51%

0.05% 0.05% 0.06% 0.25%

0.50%

0.82%

1.14%

1.64%

2.30% 2.61%

0.00%

0.50%

1.00%

1.50%

2.00%

2.50%

3.00%
Q2 Dec Jan Feb Q3 Mar Apr May Q4 Jun Jul Aug Q1 Sep
Pooled Investments Monthly Yields

LAIF CAMP
Report to Mayor and City Council
Re: Monthly & Quarterly Reports on Investments
November 2, 2022

Page 4 ends

continue to monitor any financial impact due to the Coronavirus pandemic and the current economic conditions and the impact on interest rates.

Attached are summaries of the investments on the City of Palmdale and Successor Agency’s books as of September 30, 2022.

FISCAL IMPACT
There is no fiscal impact associated with the recommended actions for this report.

STRATEGIC PLAN
Goal II: Ensure long-term fiscal health of the City and maintain funding for services.

B. Manage resources, costs, and liabilities to ensure the City’s long-term fiscal health.

C. Involve and expand engagement to enhance public oversight and transparency.

Prepared by: Gohar Avetisyan, Financial Analyst
Certified as to availability of Funds: Janelle Samson, Director of Finance Approved by: Ronda Perez, Interim City Manager
Approved as to form: Scott E. Porter, Interim City Attorney

ATTACHMENTS

1. Monthly Report on City of Palmdale Investments

2. Monthly Report on Successor Agency Investments

3. Quarterly Report on City of Palmdale Investments

4. Quarterly Report on Successor Agency Investments

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
September 30, 2022

PURCHASE MATURITY ACCOUNT/ FDIC INTEREST PAR PURCHASE INVESTED DATE DATE FUND INSTITUTION Number RATE AMOUNT AMOUNT AMOUNT U.S. TREASURY SECURITIES Yield
05-31-19 04-30-24 CITY 9128286R6 U.S. Treasury Note 2.03 5,000,000.00 5,051,650.00 4,938,670.00 01-19-21 05-31-23 CITY 9128284S6 U.S. Treasury Note 2.75 2,815,000.00 2,985,994.41 2,811,030.85 03-19-21 12-31-25 CITY 9128285T3 U.S. Treasury Note 2.63 3,000,000.00 3,260,634.36 2,961,090.00 05-11-21 02-28-26 CITY 9128286F2 U.S. Treasury Note 0.66 3,000,000.00 3,261,331.50 2,945,970.00 05-11-21 12-31-24 CITY 9128283P3 U.S. Treasury Note 0.40 3,000,000.00 3,200,040.56 2,946,930.00 06-04-21 12-31-22 CITY 912828N30 U.S. Treasury Note 0.05 3,000,000.00 3,097,665.56 2,994,150.00 06-04-21 12-31-23 CITY 912828V23 U.S. Treasury Note 0.20 4,000,000.00 4,210,026.50 3,959,360.00 07-12-21 12-31-23 CITY 9128285U0 U.S. Treasury Note 2.63 5,000,000.00 5,289,959.94 4,977,950.00 07-12-21 12-31-25 CITY 9128285T3 U.S. Treasury Note 2.63 5,000,000.00 5,451,958.35 4,935,150.00 07-12-21 12-31-23 CITY 912828V23 U.S. Treasury Note 2.25 5,000,000.00 5,244,161.50 4,949,200.00 12-17-21 12-15-23 CITY 91282CBA8 U.S. Treasury Note 0.56 10,000,000.00 9,913,130.25 9,602,000.00 12-17-21 12-15-24 CITY 91282CDN8 U.S. Treasury Note (UBS) 0.85 10,000,000.00 10,045,505.25 9,531,600.00 12-22-21 12-15-23 CITY 91282CBA8 U.S. Treasury Note 0.56 5,000,000.00 4,957,270.88 4,801,000.00 12-22-21 12-15-24 CITY 91282CDN8 U.S. Treasury Note 0.88 5,000,000.00 5,018,208.38 4,765,800.00 12-20-21 12-15-24 CITY 91282CDN8 U.S. Treasury Note (Stifel) 1.00 5,000,000.00 5,017,187.50 4,765,820.00 TOTAL U.S. TREASURY SECURITIES 73,815,000.00$ 76,004,724.94$ 71,885,720.85$

GOVERNMENT AGENCY PAPER
06-05-19 06-05-23 CITY 3133EKPT7 Fed Farm Credit Bk 2.13 5,000,000.00 5,008,600.00 4,971,627.90 06-10-20 06-16-25 CITY 3133ELK37 Federal Farm Credit 0.78 5,000,000.00 5,000,000.00 4,672,635.10 08-07-20 05-06-24 CITY 3133EL2X1 Federal Farm Credit 0.42 2,000,000.00 2,000,000.00 1,905,188.04 08-27-20 11-27-24 CITY 3134GWNG7 Freddie Mac Domestic 0.50 2,000,000.00 2,000,000.00 1,885,345.78 04-01-21 04-01-25 CITY 3133EMUP5 Fed Farm Credit 0.71 5,000,000.00 5,000,000.00 4,682,977.35 05-11-21 09-04-25 CITY 3133EJYM5 FFCB Bond 0.59 1,000,000.00 1,103,275.25 999,450.00 05-11-21 09-04-25 CITY 3133EJYM5 FFCB Bond 0.57 0.57 2,000,000.00 2,208,460.00 1,998,900.00 06-04-21 11-07-25 CITY 3135G06G3 Fannie Mae 0.55 3,000,000.00 2,993,675.25 2,757,300.00 06-04-21 08-01-24 CITY 3130AMHH8 FHLB NOTE 0.41 4,000,000.00 4,000,000.00 3,809,357.72 06-07-21 06-07-24 CITY 3130AMQR6 FHLB NOTE 0.35 3,000,000.00 3,000,000.00 2,864,376.87 06-30-21 12-30-25 CITY 3130AMRQ7 FHLB NOTE 0.88 3,000,000.00 3,000,000.00 2,792,028.33 07-29-21 04-29-26 CITY 3130AN5C0 FHLB NOTE 1.05 4,000,000.00 4,010,455.13 3,730,680.00 12-17-21 11-12-25 CITY 3134GXBM5 FHLMC Note 1.15 1,150,000.00 1,125,785.50 1,055,366.50 12-17-21 12-30-24 CITY 3130AQDY6 FHLB 1.00 6,750,000.00 6,750,000.00 6,454,656.18 12-17-21 06-23-25 CITY 3133ENHW3 FFCB 1.17 10,000,000.00 10,000,000.00 9,422,494.90 12-20-21 07-30-25 CITY 3136G4ZP1 FANNIE MAE 0.65 3,500,000.00 3,444,175.00 3,255,845.57 12-20-21 09-24-25 CITY 3134GWUG9 FREDDIE MAC 0.57 10,000,000.00 9,806,600.00 9,209,435.10 12-21-21 12-22-26 CITY 3133ENJC5 FFCB 1.29 5,000,000.00 5,000,000.00 4,611,433.30 01-14-22 01-14-25 CITY 3130AQEA7 FHLB 1.05 7,000,000.00 7,000,000.00 6,656,914.81 06-29-22 08-12-25 CITY 3133EL3P7 Federal Farm Credit Bank 3.34 1,810,000.00 1,660,349.20 1,675,477.99 06-29-22 03-28-25 CITY 3130A5DH9 Federal Home Loan Bank 3.34 1,950,000.00 1,937,715.00 1,944,638.69 06-24-22 02-26-27 CITY 3130AL5A8 Federal Home Loan Bank 3.33 5,000,000.00 4,479,000.00 4,493,981.15 08-17-22 10-27-26 CITY 3134GW4C7 Freddie Mac Global Unsecured0.80 5,000,000.00 4,539,500.00 4,539,500.00 c = callable
TOTAL GOVERNMENT AGENCY PAPER 96,160,000.00$ 95,067,590.33$ 90,389,611.28$

CERTIFICATES OF DEPOSIT
05-10-18 05-10-23 CITY 61747MX30 Morgan Stanley Bank Na 32992 3.15 245,000.00 245,000.00 546,098.34 05-11-18 05-11-23 CITY 87164WWF1 Synchrony Bank 27314 3.15 245,000.00 245,000.00 246,091.97 05-11-18 05-11-23 CITY 17312QL23 Citibank Na 7213 3.15 245,000.00 245,000.00 246,091.97 05-15-18 05-15-23 CITY 20033AYE0 Comenity Capital Bank 57570 3.10 245,000.00 245,000.00 245,960.65 TOTAL CERTIFICATES OF DEPOSIT 980,000.00$ 980,000.00$ 1,284,242.93$

CITY OF PALMDALE INVESTMENTS

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
September 30, 2022

CORPORATE NOTES
03-10-20 03-01-23 CITY 30231GAR3 Exxon Mobil 2.73 1,000,000.00 1,045,330.00 999,932.43 03-10-20 11-03-22 CITY 594918BH6 Microsoft Corp 2.65 1,000,000.00 1,047,870.00 1,000,837.38 03-10-20 01-13-23 CITY 037833DE7 Apple Inc 2.40 1,000,000.00 1,041,800.00 999,766.91 03-10-20 12-14-22 CITY 92826CAC6 VISA Inc 2.80 1,500,000.00 1,572,135.00 1,501,316.52 06-10-20 04-15-23 CITY 30231GBL5 Exxon Mobil Corp 1.75 5,000,000.00 5,000,000.00 4,950,765.95 06-10-20 05-11-23 CITY 166764BV1 Chevron Corp 1.14 2,075,000.00 2,075,000.00 2,039,686.86 TOTAL CORPORATE BONDS 11,575,000.00$ 11,782,135.00$ 11,492,306.05$

STATE OF CALIFORNIA LOCAL AGENCY INVESTMENT FUND
09-01-84 n/a CITY ACCOUNT 98-19-620 0.78 40,175,309.31 40,175,309.31 40,175,309.31 06/23/08 n/a PCA ACCOUNT 40-19-060 0.78 37,298,768.41 37,298,768.41 37,298,768.41 n/a ARPA ACCOUNT 19-19-004 0.78 35,079,582.75 35,079,582.75 35,079,582.75 TOTAL LAIF ACCOUNTS 112,553,660.47$ 112,553,660.47$ 112,553,660.47$

CAMP- CALIFORNIA ASSET MANAGEMENT PROGRAM
6080-01 n/a CITY ACCOUNT 6080-01 0.30 250,692.46 250,692.46 250,692.46 TOTAL CAMP ACCOUNTS 250,692.46$ 250,692.46$ 250,692.46$

UBS FINANCIAL SERVICES
n/a n/a CITY ACCOUNT 0.00 38,718.17 38,718.17 38,718.17 TOTAL UBS FINANCIAL SERVICES ACCOUNTS 38,718.17$ 38,718.17$ 38,718.17$ TOTAL CITY INVESTMENTS 295,373,071.10$ 296,677,521.37$ 287,894,952.21$

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
September 30, 2022

PURCHASE MATURITY ACCOUNT INTEREST INVESTED

DATE DATE FUND NUMBER RATE AMOUNT

STATE OF CALIFORNIA LOCAL AGENCY INVESTMENT FUND
11-20-84 n/a LIBRARY 16-19-012 0.78 12,487.14
TOTAL LIBRARY INVESTMENTS 12,487.14$

PURCHASE MATURITY ACCOUNT INTEREST INVESTED

DATE DATE FUND NUMBER RATE AMOUNT

BOND PROCEEDS
SIERRA GATEWAY COMMUNITY FACILITIES DISTRICT 91-1
Fiscal Agent: U.S. Bank National Association (fka First Trust) 05-10-95 n/a BOND 95421220 0.06 107.16
05-10-95 n/a IMPROVEMENT 95421222 0.10 155,728.01
City Held Cash(Fund 736-114000) ($255,912.67)
TOTAL SIERRA GATEWAY COMMUNITY FACILITIES DISTRICT 91-1 155,835.17$

BOND PROCEEDS
RITTER RANCH COMMUNITY FACILITIES DISTRICT 93-1
Fiscal Agent: U.S. Bank National Association (fka First Trust) 04-06-95 n/a RESERVE-SEN 95420880 n/a 0.00
04-06-95 n/a IMPV-ACQUI 95420884 0.01 2,598,543.79
04-06-95 n/a BOND 95420887 0.15 0.15
City Held Cash(Fund 738-114000) ($1,000,675.82)
TOTAL RITTER RANCH COMMUNITY FACILITIES DISTRICT 93-1 2,598,543.94$

BOND PROCEEDS
ANAVERDE COMMUNITY FACILITIES DISTRICT 2003-1
Fiscal Agent: U.S. Bank National Association (fka First Trust) 08-01-19 n/a SP TAX - B BOND 242969000 0.00 99,144.74
08-01-19 n/a RESERVE 242969003 0.00 722,950.98
08-01-19 n/a SP TAX - REFUNDING BOND 242969004 0.01 15,149.63 08-01-19 n/a SP TAX - REFUNDING BOND COI242969005 0.01 300.42 City Held Cash(Fund 734-114000) $207,295.05
TOTAL ANAVERDE COMMUNITY FACILITIES DISTRICT 2003-1 837,545.77$

LIBRARY INVESTMENTS

FISCAL AGENT CASH

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
September 30, 2022

BOND PROCEEDS
2005 $7.2M COMMUNITY FACILITIES DISTRICT 05-1 (TRADE AND COMMERCE CENTER) Fiscal Agent: U.S. Bank National Association (fka First Trust) 08-02-05 n/a SPEC TRB SER A/B 790330000 0.01 0.00
08-02-05 n/a RESERVE FUND 790330002 0.01 0.00
City Held Cash(Fund 735-114000) $339,838.81
TOTAL 2005 $7.2M COMMUNITY FACILITIES DISTRICT 05-1 (TRADE AND COMMERCE CENTER) -$

BOND PROCEEDS
2005 $7.2M COMMUNITY FACILITIES DISTRICT 05-1 (TRADE AND COMMERCE CENTER) REFUNDED 2021 Fiscal Agent: U.S. Bank National Association (fka First Trust) n/a SPEC TRB SER A/B 251009000 0.01 226,879.03
n/a RESERVE FUND 251009001 0.01 639,944.41
City Held Cash
TOTAL 2005 $7.2M COMMUNITY FACILITIES DISTRICT 05-1 (TRADE AND COMMERCE CENTER) REFUNDED 2021866,823.44$

BOND PROCEEDS
2006-1 Godde Hill Estate Sewer Improvements LOIB
Fiscal Agent: U.S. Bank National Association (fka First Trust) 11-08-06 n/a REDEMPTION FUND 106844000 0.01 77,231.72
11-08-06 n/a ADM EXP 106844002 0.01 1,599.70
11-08-06 n/a RESERVE FUND 106844003 0.01 99,904.14
City Held Cash(Fund 739-114000) $8,372.84
TOTAL 2006-1 Godde Hill Estate Sewer Improvements LOIB 178,735.56$

BOND PROCEEDS
2007 $19.9M COP Power Plant Land Acquisition
Fiscal Agent: U.S. Bank National Association (fka First Trust) 04-12-07 n/a LEASE PAYMENT 112055000 0.01 0.00
04-12-07 n/a RESERVE FUND 112055001 0.00 0.00
TOTAL 2007 $19.9M COP Power Plant Land Acquisition -$

BOND PROCEEDS
2007 $6.5M COMMUNITY FACILITIES DISTRICT 05-1 (TRADE AND COMMERCE CENTER) Fiscal Agent: U.S. Bank National Association (fka First Trust) 08-23-07 n/a BOND FUND 117856000 0.01 0.00
08-23-07 n/a RESERVE FUND 117856002 0.01 0.00
TOTAL 2007 $6.5M COMMUNITY FACILITIES DISTRICT 05-1 (TRADE AND COMMERCE CENTER) -$

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
September 30, 2022

PURCHASE MATURITY ACCOUNT INTEREST INVESTED

DATE DATE FUND NUMBER RATE AMOUNT

BOND PROCEEDS
2012 PFA $8.7M LEASE REVENUE BONDS
Fiscal Agent: U.S. Bank National Association (fka First Trust) 12-19-12 n/a REVENUE FD 201546000 0.00 500.10
12-19-12 n/a INTEREST ACCOUNT 201546001 n/a 0.00
12-19-12 n/a PRINCIPAL ACCOUNT 201546002 n/a 0.00
TOTAL 2012 PFA $8.7M LEASE REVENUE BONDS 500.10$
2013 HA PALMDALE TRANSIT VILLAGE HOMES LLC ESCROW
Fiscal Agent: U.S. Bank National Association (fka First Trust) 10-11-13 n/a ESCROW FUND 206455000 0.00 2,979,525.30
TOTAL 2013 HA TRANSIT VILLAGE HOMES ESCROW 2,979,525.30$ 2015 HA DEBT SERVICE RESERVE
Fiscal Agent: Bank of America
11-19-15 n/a DEBT SVC RESERVE 1257964992 0.08 39,194.46 TOTAL 2015 HA DEBT SERVICE RESERVE 39,194.46$

PARS RESTRICTED CASH FOR PENSION STABILIZATION TRUST FUND 05-23-18 n/a CITY 104790895775 Public Agency Retirement Services2.60 6,523,596.24 TOTAL PARS PENSION TRUST FUND 6,523,596.24$

BOND PROCEEDS
2015 HA $4.3M MULTIFAMILY HOUSING REVENUE BONDS
Fiscal Agent: U.S. Bank National Association (fka First Trust) 09-03-15 n/a BOND FUND 277067000 0.00 98,087.83
09-03-15 n/a INTEREST ACCT 277067001 0.01 6.95
09-03-15 n/a BOND RESERVE 277067003 0.00 281,019.72
09-03-15 n/a REPAIR & REPLACE FUND 277067004 0.00 1,151,141.16 TOTAL 2015 HA $4.3M MULTIFAMILY HOUSING REVENUE BONDS 1,530,255.66$

BOND PROCEEDS
2017 PFA $17.4M LEASE REVENUE BONDS
Fiscal Agent: U.S. Bank National Association (fka First Trust) 04-05-17 n/a REVENUE FUND 271128000 0.00 0.64
04-05-17 n/a PRINCIPAL ACCT 271128002 n/a 0.00
TOTAL 2017 PFA $17.4M LEASE REVENUE BONDS 0.64$
Total City Held Cash (XXX-114000) ($701,081.79)
GRAND TOTAL - FISCAL AGENT CASH 14,843,732.84$

FISCAL AGENT CASH

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
September 30, 2022
Cash on Hand 8,224,491$
Pooled Cash Investments

City: 289,116,080$
Insur Fund: ($1,221,128) 287,894,952$
Library Investments $12,487

Subtotal 296,131,930$

City/AD/CFD/PCA/PFA/HA
Fiscal Agent Cash 14,843,733$ *

Grand total 310,975,663$

The interest rate quoted on LAIF, AIM, and Fiscal Agent/Trustee accounts is the most current rate available.

LAIF & AIM interest rates are as of September 30, 2022. \\cityofpalmdale.org\Finance\general\Cash and Investment\Investment\Investment Reports\22-23\03 Sept 2022\[03 September 2022 Investment Report City.xls] September Monthly

SUMMARY OF CASH AND INVESTMENTS

Page 1 of 1 ends

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
August 31, 2022

CITY OF PALMDALE

POOLED CASH - LOCAL AGENCY INVESTMENT FUND (LAIF), CALIFORNIA ASSET MANAGEMENT PROGRAM (CAMP), & UBS FINANCIAL SERVICES September 30, 2022

TRANSACTION INTEREST

DATE DEPOSIT WITHDRAWAL RECEIVED BALANCE
CITY ACCOUNT 98-19-620
Beginning Balance 40,175,309.31$

Subtotal -$ -$ -$ 40,175,309.31$ PCA ACCOUNT 40-19-060
Beginning Balance 37,298,768.41$
-$
Subtotal -$ -$ -$ 37,298,768.41$ LIBRARY ACCOUNT 16-19-012
Beginning Balance 12,487.14$
-$
Subtotal -$ -$ -$ 12,487.14$ ARPA ACCOUNT 19-19-004
Beginning Balance 35,079,582.75$
-$
Subtotal -$ -$ -$ 35,079,582.75$

CAMP - CALIFORNIA ASSET MANAGEMENT PROGRAM
Beginning Balance 250,155.08$
09/30/22 - $ 537.38$ Subtotal -$ -$ 537.38$ 250,692.46$ UBS Financial Services
Beginning Balance 76,213.73$
09/30/22 45,304.44$
09/30/22 (82,800.00)$
Subtotal -$ (82,800.00)$ 45,304.44$ 38,718.17$ Total -$ (82,800.00)$ 45,841.82$ 112,855,558.24$ 112,604,865.78$

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
August 31, 2022
TN= US Treasury C= Call
FP= Federal Paper M= Maturity
CD= Certificate of Deposit CB= Corporate Bond
FACE

PURCHASEMATURITY REDEMPTION VALUE INTEREST NET INVESTED GAIN/

ISSUER DATE DATE DATE REDEEMED RECEIVED FUNDS AMOUNT (LOSS) -$ -$ -$ -$ $0.00 Total Number of Transactions: 0

CITY OF PALMDALE

POOLED CASH - INVESTMENTS MATURED OR CALLED
September 30, 2022

CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
August 31, 2022
TN = US Treasury
FP = Federal Paper
CD = Certificate of Deposit
CN = Corporate Notes ACCRUED
PURCHASE MATURITY FACE PREMIUM / PURCHASE INTEREST NET Yield

ISSUER DATE DATE VALUE (DISCOUNT) PRICE PURCHASED PURCHASE -$ -$
-$ -$
-$ -$
-$ -$
-$
-$ -$ -$ -$ -$ Total Number of Transactions: 0

CITY OF PALMDALE

POOLED CASH - INVESTMENTS PURCHASED
September 30, 2022

SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS
September 30, 2022

PURCHASE MATURITY ACCOUNT/ INTEREST INVESTED

DATE DATE FUND INSTITUTION RATE AMOUNT TOTAL

STATE OF CALIFORNIA LOCAL AGENCY INVESTMENT FUND
09-01-84 n/a SA ACCOUNT 65-19-035 0.78 5,407,822.16
TOTAL LAIF ACCOUNTS 5,407,822.16$

FISCAL AGENT CASH

BOND PROCEEDS
CRA - 2002 Sub Lien Tax Allocation Bonds $5.3M ($5,329,748.25) Fiscal Agent: U.S. Bank National Association
08-20-02 n/a RESERVE FUND 94460700 2.54 530,420.57
08-20-02 n/a INTEREST ACCT 94460701 0.04 29.01
08-20-02 n/a PRINCIPAL ACCT 94460702 0.04 0.15

TOTAL CRA - 2002 Sub Lien Tax Allocation Bonds $5.3M ($5,329,748.25) 530,449.73$

BOND PROCEEDS
2016 SA $31.5M Tax Allocation Refunding Bonds Series A
Fiscal Agent: U.S. Bank National Association (fka First Trust) 04-26-16 n/a DEBT SERVICE 245113000 0.00 5.38
04-26-16 n/a INTEREST ACCT 245113001 N/A 0.00
TOTAL 2016 SA $31.5M Tax Allocation Refunding Bonds Series A 5.38$ GRAND TOTAL - FISCAL AGENT CASH $530,455

SUMMARY OF CASH AND INVESTMENTS
Cash on Hand 212,613$ $211,861
($7,216)
Pooled Cash Investments 5,407,822$ $7,967
$212,613
Successor Agency Fiscal Agent Cash 530,455$ *

Grand total 6,150,890$

* The interest rate quoted on LAIF and Fiscal Agent/Trustee accounts is the most current rate available.

LAIF interest rates are as of September 30, 2022.
\\cityofpalmdale.org\Finance\general\Cash and Investment\Investment\Investment Reports\22-23\03 Sept 2022\[03 September 2022 Investment Report Successor Agency.xls]September 2022 Monthly

SUCCESSOR AGENCY TO THE COMMUNITY REDEVELOPMENT AGENCY OF THE CITY OF PALMDALE

TREASURER'S REPORT OF INVESTMENTS

POOLED CASH - LOCAL AGENCY INVESTMENT FUND (LAIF)
September 30, 2022

TRANSACTION INTEREST

DATE DEPOSIT WITHDRAWAL RECEIVED BALANCE
SA ACCOUNT 65-19-035
Beginning Balance 5,407,822.16$
Subtotal -$ -$ -$ 5,407,822.16$

PORTFOLIO REVIEW AND ANALYSIS
City of Palmdale
Palmdale, CA
As of Date: 09/30/2022
Pricing as of: 09/30/2022
Date of Analysis: 10/11/2022

Book Value
292,384
# Securities
50 Average Size (Book)
5,848
Book Yield

1.09 Market Yield

2.87 $ Gain/Loss
-11,635
% Gain/Loss
-4.0%
Average Life

1.40 Average Life +300bps

1.40 % Price Change +100bps
-1.27
% Price Change +300bps
-3.71
Effective Duration

1.28 Effective Convexity

0.02 AFS / HTM%
100% / 0%
Fixed / Floating
100% / 0%
ESG/Green Par (000's)
$0 / $0
Portfolio Overview
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 2 of 44 ends

Portfolio ID: 6748 - 58411

Historical Portfolio Overview
09/30/2022
06/30/2022
05/31/2022
03/31/2022
Book Value
292,384
275,907
254,096
236,270
Book Yield

1.09 1.11

1.14 1.18
Book Yield (+100)

1.09 1.11

1.14 1.18
Book Yield (+300)

1.09 1.11

1.14 1.18
Book Yield (-100)

1.09 1.11

1.14 1.18
WAL

1.40 1.57

1.64 1.82
WAL (+100)

1.40 1.57

1.64 1.88
WAL (+300)

1.40 1.57

1.64 1.88
WAL (-100)

1.40 1.55

1.54 1.62
% Price Change (+100)
-1.3%
-1.4%
-1.5%
-1.8%
% Price Change (+300)
-3.7%
-4.2%
-4.5%
-5.1%
% Price Change (-100)

1.3%

1.4%

1.5%

1.8%
Effective Duration

1.28 1.45

1.53 1.75
Effective Convexity

0.02 0.00

0.01 0.01
$ Gain/Loss
-11,635
-7,369
-5,659
-4,962
% Gain/Loss
-4.0%
-2.7%
-2.2%
-2.1%
Principal Cash Flow 2 yrs out
61%
59%
58%
54%
Principal Cash Flow 2 yrs out (+100)
61%
59%
58%
53%
Principal Cash Flow 2 yrs out (+300)
61%
59%
58%
53%
Principal Cash Flow 2 yrs out (-100)
61%
59%
62%
67%
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 3 of 44 ends

Portfolio ID: 6748 - 58411

Portfolio Sector Summary
Portfolio
Par
Book
Market
% Price Change
Gain/(Loss)
Effective
AFS
Sector
%
Value
Cpn
Maturity
Value
Yield
Value
Yield
-100
+100
+300
$
%
WAL
Dur
Cvx
%
Treasury (15)

25.2%
73,815

1.57 1.8 yrs
73,815

1.57 70,528

4.24 1.7
-1.7
-5.0
-3,287
-4.5%

1.81 1.72

0.05 100 %
Agency Bullet (4)

3.8%
11,000

1.93 2.0 yrs
11,000

1.92 10,501

4.20 1.9
-1.8
-5.3
-499
-4.5%

1.95 1.83

0.06 100 %
Callable Agency (18)

28.5%
83,210

0.83 2.9 yrs
83,210

0.83 75,494

4.33 2.7
-2.7
-7.8
-7,716
-9.3%

2.89 2.69

0.01 100 %
Treasury/Agency (37)

57.5%
168,025

1.23 2.4 yrs
168,025

1.23 156,523

4.28 2.2
-2.2
-6.4
-11,502
-6.8%

2.35 2.19

0.03 100 %
Finance (1)

0.5%
1,500

2.80 0.2 yrs
1,500

2.79 1,496

3.99 0.2
-0.2
-0.6
-4
-0.2%

0.21 0.21

0.00 100 %
Industrial (4)

3.1%
9,075

1.69 0.5 yrs
9,075

1.69 8,953

4.26 0.5
-0.5
-1.5
-122
-1.3%

0.52 0.50

0.00 100 %
Corporate (5)

3.6%
10,575

1.85 0.5 yrs
10,575

1.85 10,449

4.22 0.5
-0.5
-1.4
-126
-1.2%

0.47 0.46

0.00 100 %
NCD (4)

0.3%
980

3.14 0.6 yrs
980

3.12 973

4.35 0.6
-0.6
-1.8
-7
-0.7%

0.62 0.60

0.01 100 %
CD (4)

0.3%
980

3.14 0.6 yrs
980

3.12 973

4.35 0.6
-0.6
-1.8
-7
-0.7%

0.62 0.60

0.01 100 %
Cash & Other (4)

38.6%
112,804

0.78 0.1 yrs
112,804

0.78 112,804

0.78 0.1
-0.1
-0.3
0 0.0%

0.08 0.09

0.00 100 %
Other (4)

38.6%
112,804

0.78 0.1 yrs
112,804

0.78 112,804

0.78 0.1
-0.1
-0.3
0 0.0%

0.08 0.09

0.00 100 %
Total (50)
100.0%
292,384

1.08 1.4 yrs
292,384

1.09 280,749

2.87 1.3
-1.3
-3.7
-11,635
-4.0%

1.40 1.28

0.02 100 %
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 4 of 44 ends

Portfolio ID: 6748 - 58411

Price Risk & Market Value Change by Sector
AFS
HTM
% Change in Market Value from Level
Eff
% Change in Market Value from Level
Eff
Sector
-100
Mkt Value
+100
+200
+300
Dur
-100
Mkt Value
+100
+200
+300
Dur
Treasury/Agency

2.2%
156,523
-2.2%
-4.3%
-6.4%

2.2%
Corporate

0.5%
10,449
-0.5%
-0.9%
-1.4%

0.5%
CD

0.6%
973
-0.6%
-1.2%
-1.8%

0.6%
Other

0.1%
112,804
-0.1%
-0.2%
-0.3%

0.1%
Total

1.3%
280,749
-1.3%
-2.5%
-3.7%

1.3%
Scenario Market Val
284,356
280,749
277,187
273,707
270,321
Scenario Gain/Loss
-8,029
-11,635
-15,197
-18,677
-22,063
Total Portfolio (AFS + HTM):
% Change in Market Val from Level
-200 bps

2.6%
-100 bps

1.3%
Level Market Val
280,749
+100 bps
-1.3%
+200 bps
-2.5%
+300 bps
-3.7%
+400 bps
-4.9%
Effective Duration

1.28 Effective Convexity

0.02 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 6 of 44 ends

Portfolio ID: 6748 - 58411

Peer Group Comparison
As of
Book
G/L
Book
Average Life
% Price Change
Effective
UST
Fix
Fix
Flt
Agy
Sm
Prv
CD &
%
%
Peer
Date
Value
%
Yield
Base
-100
+300
-100
+100
+300
Dur
Cvx
Agy
MBS
ARM
CMO
CMO
CMBS
Bus.

Label
Muni
Corp
Oth
Fixed
AFS
1 09/22
290,010
-5.0

1.44 1.7

1.7 1.7

1.6 -1.6
-4.7

1.6 0.0
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
100%
2 07/22
287,422
-1.7

1.66 1.5

1.3 1.7

1.2 -1.3
-4.2

1.3 -0.1
37%
0%
0%
0%
0%
0%
0%
0%
57%
6%
0%
100%
100%
3 08/22
225,924
-4.6

1.71 2.6

2.6 2.6

2.5 -2.4
-7.0

2.4 0.1
71%
0%
0%
0%
0%
0%
0%
0%
11%
10%
9%
100%
100%
4 09/22
215,653
-2.9

1.18 1.0

1.0 1.0

1.0 -1.0
-2.9

1.0 0.0
87%
0%
0%
0%
0%
0%
0%
0%
13%
0%
0%
100%
100%
5 09/22
193,877
-5.0

0.94 2.4

2.3 2.4

2.1 -2.1
-6.1

2.1 0.0
72%
0%
0%
0%
0%
0%
0%
0%
20%
0%
8%
100%
100%
6 08/22
178,313
-7.2

1.30 2.9

2.9 2.9

2.8 -2.7
-7.9

2.8 0.1
63%
0%
0%
0%
0%
0%
0%
0%
16%
16%
5%
99%
100%
7 09/22
161,972
-7.4

1.51 2.8

2.7 2.9

2.4 -2.5
-7.5

2.5 -0.1
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
100%
8 08/22
140,509
-4.0

1.18 2.0

2.0 2.0

1.8 -1.8
-5.2

1.8 0.0
76%
0%
0%
0%
0%
0%
0%
0%
0%
1%
23%
100%
100%
9 09/22
106,225
-5.8

1.53 2.1

2.2 2.1

1.9 -1.9
-5.5

1.9 0.0
47%
0%
0%
0%
0%
0%
0%
0%
47%
3%
3%
100%
100%
10 06/22
92,446

0.1 1.12

1.7 1.5

3.0 1.6
-2.1
-7.0

1.9 -0.6
75%
0%
0%
0%
0%
0%
0%
0%
0%
0%
25%
100%
100%
11 09/22
517,862
-8.3

1.65 4.2

4.2 4.2

3.6 -3.6
-10.3

3.6 0.1
51%
0%
0%
0%
0%
0%
0%
0%
39%
5%
5%
100%
100%
12 09/22
66,022
-6.1

1.84 3.2

3.0 3.5

2.6 -2.8
-8.4

2.7 -0.2
82%
1%
0%
1%
0%
0%
0%
0%
0%
11%
7%
97%
100%
13 07/22
65,557
-6.4

1.87 4.7

4.1 6.3

3.9 -4.1
-12.3

4.1 -0.1
17%
17%
1%
34%
0%
4%
0%
0%
23%
0%
5%
98%
100%
14 06/22
61,791
-3.6

1.64 2.4

2.1 2.6

2.1 -2.2
-6.6

2.1 -0.1
61%
0%
0%
0%
0%
14%
0%
0%
0%
0%
25%
97%
100%
15 07/22
48,923
-3.8

1.28 2.5

2.5 2.5

2.4 -2.4
-6.9

2.4 0.1
58%
0%
0%
0%
0%
1%
0%
9%
7%
24%
1%
96%
100%
16 09/22
41,972
-9.7

1.41 3.5

3.4 3.5

3.1 -3.1
-9.2

3.1 0.0
98%
0%
0%
0%
0%
0%
0%
0%
0%
0%
2%
100%
100%
17 09/22
40,964
-9.1

1.88 3.9

3.8 3.9

3.2 -3.3
-9.9

3.3 -0.1
99%
0%
0%
0%
0%
0%
0%
0%
0%
0%
1%
100%
100%
18 08/22
38,264
-6.4

1.28 3.5

3.5 3.5

3.0 -3.1
-9.2

3.1 -0.1
71%
0%
0%
0%
0%
0%
0%
0%
0%
0%
29%
100%
100%
19 06/22
34,681
-3.7

1.67 2.4

2.4 2.4

2.3 -2.3
-6.6

2.3 0.1
61%
0%
0%
0%
0%
0%
0%
0%
37%
0%
2%
100%
100%
20 09/22
22,939
-2.8

2.23 1.1

1.1 1.1

1.1 -1.1
-3.2

1.1 0.0
22%
0%
0%
0%
0%
0%
0%
0%
42%
1%
35%
99%
100%
21 09/22
22,544
-4.0

2.21 2.6

2.6 2.6

2.4 -2.3
-6.7

2.4 0.1
67%
0%
0%
0%
0%
0%
0%
0%
0%
0%
33%
100%
100%
22 08/22
19,783
-0.3

2.90 1.1

0.7 1.3

0.9 -1.0
-3.2

0.9 -0.1
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
100%
23 06/22
19,522
-5.4

1.31 3.0

2.9 3.0

2.7 -2.7
-8.1

2.7 -0.1
88%
0%
0%
0%
0%
0%
0%
0%
7%
0%
5%
100%
100%
24 06/22
13,652
-4.7

1.51 2.6

2.6 2.7

2.5 -2.4
-7.1

2.4 0.0
27%
0%
0%
0%
0%
0%
0%
0%
25%
13%
35%
100%
100%
25 06/22
13,500
-2.6

0.63 1.5

1.4 1.5

1.4 -1.4
-4.2

1.4 0.0
67%
0%
0%
0%
0%
0%
0%
0%
0%
0%
33%
100%
0%
Avg
116,813
-4.8

1.56 2.5

2.4 2.7

2.2 -2.3
-6.8

2.3 0.0
68%
1%
0%
1%
0%
1%
0%
0%
14%
4%
12%
99%
96%
Port
292,384
-4.0

1.09 1.4

1.4 1.4

1.3 -1.3
-3.7

1.3 0.0
57%
0%
0%
0%
0%
0%
0%
0%
0%
4%
39%
100%
100%
Diff
175,571

0.8 -0.47
-1.1
-1.0
-1.3
-1.0

1.0 3.1
-1.0

0.1 -10%
-1%
0%
-1%
0%
-1%
0%
0%
-14%
0%
27%
1%
4%
* Peer group includes Public Entitys that have received portfolio analysis from Stifel in the last three months with the closest portfolio book values.

City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 7 of 44 ends

Portfolio ID: 6748 - 58411

Summary Peer Comparison
Yield and Average Life Peer Comparison
Price Risk Peer Comparison
Each box contains the range of your peer group, the top and bottom of the boxes being the max and min. The gray box is the avg. of your peers within the range and the blue dot represents your position.

City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 8 of 44 ends

Portfolio ID: 6748 - 58411

Cash Flow and Rolloff Yield - Next 12 Months
Yield Rolloff
Month
Begin BY
Principal CF
Rolloff Yld
Ending BY
Oct 2022

1.09 112,804

0.78 1.27
Nov 2022

1.27 0

1.27 Dec 2022

1.27 4,500

2.35 1.25
Jan 2023

1.25 1,000

2.39 1.24
Feb 2023

1.24 0

1.24 Mar 2023

1.24 1,000

2.72 1.23
Apr 2023

1.23 5,000

1.57 1.22
May 2023

1.22 5,870

2.24 1.18
Jun 2023

1.18 5,000

2.12 1.15
Jul 2023

1.15 0

1.15 Aug 2023

1.15 0

1.15 Sep 2023

1.15 0

1.15 Shocked Principal and Interest Cash Flow Analysis
Year
-200
-100
Base
+100
+200
+300
+400
Oct 2022
114,549
114,549
113,033
113,033
113,033
113,033
113,033
Nov 2022
78 78
78 78
78 78
78 Dec 2022
4,683
3,673
5,194
5,194
5,194
5,194
5,194
Jan 2023
1,058
2,070
1,061
1,061
1,061
1,061
1,061
Feb 2023
70 70
70 70
70 70
70 Mar 2023
74 74
1,088
1,088
1,088
1,088
1,088
Apr 2023
5,154
5,154
5,154
5,154
5,154
5,154
5,154
May 2023
5,948
5,948
5,948
5,948
5,948
5,948
5,948
Jun 2023
5,637
5,637
5,637
5,637
5,637
5,637
5,637
Jul 2023
48 48
48 48
48 48
48 Aug 2023
70 70
70 70
70 70
70 Sep 2023
74 74
74 74
74 74
74 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 9 of 44 ends

Portfolio ID: 6748 - 58411

Cash Flow and Rolloff Yield - Next 10 Years
Yield Rolloff
Year
Begin BY
Principal CF
Rolloff Yld
Ending BY
2022

1.09 117,304

0.84 1.25
2023

1.25 46,870

1.54 1.14
2024

1.14 45,750

1.08 1.18
2025

1.18 60,460

1.16 1.21
2026

1.21 17,000

1.30 0.90
2027

0.90 5,000

0.90 2028
2029
2030
2031
Shocked Principal and Interest Cash Flow Analysis
Year
-200
-100
Base
+100
+200
+300
+400
2022
119,311
118,301
118,306
118,306
118,306
118,306
118,306
2023
47,851
48,863
48,868
48,868
48,868
48,868
48,868
2024
47,143
47,143
47,143
47,143
47,143
47,143
47,143
2025
61,297
61,297
61,297
61,297
61,297
61,297
61,297
2026
17,208
17,208
17,208
17,208
17,208
17,208
17,208
2027
5,023
5,023
5,023
5,023
5,023
5,023
5,023
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 10 of 44 ends

Portfolio ID: 6748 - 58411

Sector Cash Flow - Next 12 Months
Oct 22
Nov 22
Dec 22
Jan 23
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
Sep 23
Bk Yld Chg
Treasury/Agency
Cash Flow
115
54 3,673
48 70
74 115
2,869
5,637
48 70
74 End BY

1.23 1.23

1.21 1.21

1.21 1.21

1.21 1.18

1.15 1.15

1.15 1.15
-0.07
Corporate
Cash Flow
39 12
1,521
1,012
0 1,014
5,039
2,087
End BY

1.85 1.85

1.69 1.60

1.60 1.44

1.14 CD
Cash Flow
1 12
1 1
1 1
1 992
End BY

3.12 3.12

3.12 3.12

3.12 3.12

3.12 Other
Cash Flow
112,878
End BY
Total
Cash Flow
113,033
78 5,194
1,061
70 1,088
5,154
5,948
5,637
48 70
74 End BY

1.27 1.27

1.25 1.24

1.24 1.23

1.22 1.18

1.15 1.15

1.15 1.15
-0.12
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 11 of 44 ends

Portfolio ID: 6748 - 58411

Sector Cash Flow - Next 3 Years
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
Bk Yld Chg
Treasury/Agency
Cash Flow
3,842
192
8,620
192
29,718
192
10,539
4,194
32,218
7,187
20,298
18,460
End BY

1.21 1.21

1.15 1.15

1.14 1.14

1.13 1.15

1.18 1.19

1.27 1.41

0.20 Corporate
Cash Flow
1,572
2,026
7,126
End BY

1.69 1.44
CD
Cash Flow
14 2
993
End BY

3.12 3.12
Other
Cash Flow
112,878
End BY
Total
Cash Flow
118,306
2,219
16,739
192
29,718
192
10,539
4,194
32,218
7,187
20,298
18,460
End BY

1.25 1.23

1.15 1.15

1.14 1.14

1.13 1.15

1.18 1.19

1.27 1.41

0.17 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 12 of 44 ends

Portfolio ID: 6748 - 58411

Gap Analysis - Potential Income Impact of Principal Reinvestment Assumed
Estimated
Income
Resulting
Reinvestment
Annualized
Difference from
Book
Yield
Income
Current Book
Yield

0.25 338
-1,020

0.74 0.50
676
-682

0.85 0.75
1,014
-344

0.97 1.00
1,352
-6

1.08 1.25
1,690
332

1.20 1.50
2,028
670

1.31 1.75
2,366
1,008

1.43 2.00
2,703
1,346

1.55 2.25
3,041
1,684

1.66 2.50
3,379
2,021

1.78 2.75
3,717
2,359

1.89 3.00
4,055
2,697

2.01 3.25
4,393
3,035

2.12 3.50
4,731
3,373

2.24 3.75
5,069
3,711

2.35 4.00
5,407
4,049

2.47 4.25
5,745
4,387

2.59 4.50
6,083
4,725

2.70 4.75
6,421
5,063

2.82 5.00
6,759
5,401

2.93 5.25
7,097
5,739

3.05 5.50
7,435
6,077

3.16 5.75
7,773
6,415

3.28 6.00
8,110
6,753

3.39 6.25
8,448
7,091

3.51 6.50
8,786
7,428

3.63 6.75
9,124
7,766

3.74 7.00
9,462
8,104

3.86 7.25
9,800
8,442

3.97 7.50
10,138
8,780

4.09 7.75
10,476
9,118

4.20 8.00
10,814
9,456

4.32 Principal Maturing(12 Mo.Horizon): $135,174
Current Book Yield of Principal Maturing: 1.00%
Est. Annual Income at Current Book Yield: $1,358
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 13 of 44 ends

Portfolio ID: 6748 - 58411

Shocked Cash Flows By Sector - Next 10 Years
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 14 of 44 ends

Portfolio ID: 6748 - 58411

Cash Flows By Sector - Next 30 Years
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 15 of 44 ends

Portfolio ID: 6748 - 58411

Cash Flow Projection By Month - Next 5 Years
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 16 of 44 ends

Portfolio ID: 6748 - 58411

Agency - Summary
Book
Market
G/L $
G/L %
WAL
% Px
Δ
Dur
Cvx
Sector
Par
Maturity
Price
Price
Base
Base
Base
-100
Base
Base
Subsector
%
Value
Cpn
Next Call
Value
Yield
Value
Yield
+ 300
+ 300
+ 300
+300
AFS %

1.8 yrs
100.00

95.55 -3,287
-4.5%

1.81 1.7

1.72 0.05
Treasury (15)

43.9%
73,815

1.57 73,815

1.57 70,528

4.24 -6,792
-9.2%

1.81 -5.0
100.0%

2.0 yrs
100.00

95.46 -499
-4.5%

1.95 1.9

1.83 0.06
Agency Bullet (4)

6.5%
11,000

1.93 11,000

1.92 10,501

4.20 -1,053
-9.6%

1.95 -5.3
100.0%

2.9 yrs
100.00

90.73 -7,716
-9.3%

2.89 2.7

2.69 0.01
Callable Agency (18)

49.5%
83,210

0.83 0.2 yrs
83,210

0.83 75,494

4.33 -13,635
-16.4%

2.89 -7.8
100.0%

2.4 yrs
100.00

93.15 -11,502
-6.8%

2.35 2.2

2.19 0.03
Total (37)
100.0%
168,025

1.23 0.2 yrs
168,025

1.23 156,523

4.28 -21,480
-12.8%

2.35 -6.4
100.0%
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 17 of 44 ends

Portfolio ID: 6748 - 58411

Agency - Sector Cash Flow and Yield Rolloff - Next 3 Years 4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
Bk Yld Chg
Cash Flow
3,842
192
8,620
192
29,718
192
10,539
4,194
32,218
7,187
20,298
18,460
End BY

1.21 1.21

1.15 1.15

1.14 1.14

1.13 1.15

1.18 1.19

1.27 1.41

0.20 Cash Flow
3,842
192
8,620
192
29,718
192
10,539
4,194
32,218
7,187
20,298
18,460
End BY

1.21 1.21

1.15 1.15

1.14 1.14

1.13 1.15

1.18 1.19

1.27 1.41

0.20 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 18 of 44 ends

Portfolio ID: 6748 - 58411

Shocked Agency Projected Call Schedule
Callable Agency Rate Shock Analysis
–
Projected Par Value Redeemed at NEXT Call Date
–
Monthly
-100
-75
-50
-25
0 25
50 75
100
Sep 22
-
-
-
-
-
-
-
-
-
Oct 22
-
-
-
-
-
-
-
-
-
Nov 22
-
-
-
-
-
-
-
-
-
Dec 22
-
-
-
-
-
-
-
-
-
Jan 23
-
-
-
-
-
-
-
-
-
Feb 23
-
-
-
-
-
-
-
-
-
Mar 23
-
-
-
-
-
-
-
-
-
Apr 23
-
-
-
-
-
-
-
-
-
May 23
-
-
-
-
-
-
-
-
-
Jun 23
-
-
-
-
-
-
-
-
-
Jul 23
-
-
-
-
-
-
-
-
-
Aug 23
-
-
-
-
-
-
-
-
-
Callable Agency Rate Shock Analysis
–
Projected Par Value Redeemed at NEXT Call Date
–
Quarterly
-100
-75
-50
-25
0 25
50 75
100
3Q22
-
-
-
-
-
-
-
-
-
4Q22
-
-
-
-
-
-
-
-
-
1Q23
-
-
-
-
-
-
-
-
-
2Q23
-
-
-
-
-
-
-
-
-
3Q23
-
-
-
-
-
-
-
-
-
4Q23
-
-
-
-
-
-
-
-
-
1Q24
-
-
-
-
-
-
-
-
-
2Q24
-
-
-
-
-
-
-
-
-
3Q24
-
-
-
-
-
-
-
-
-
4Q24
-
-
-
-
-
-
-
-
-
1Q25
-
-
-
-
-
-
-
-
-
2Q25
-
-
-
-
-
-
-
-
-
3Q25
-
-
-
-
-
-
-
-
-
4Q25
-
-
-
-
-
-
-
-
-
1Q26
-
-
-
-
-
-
-
-
-
2Q26
-
-
-
-
-
-
-
-
-
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 19 of 44 ends

Portfolio ID: 6748 - 58411

Agency Projected Call Report - CUSIP Level
Sec
Cpn
Par
Next
Call
Mkt
Gain/
Projected Shocked Call Dates
No.

CUSIP
Issuer
Cpn
Type
Maturity
Value
Call
Type
Price
Loss
-200
-100
Base
+100
+200
+300
+400
23 3133EL2X1
FFCB

0.42 Fixed
05/06/24
2,000
10/18/22
Anytime

94.086
-118
05/24
05/24
05/24
05/24
05/24
05/24
05/24
24 3130AMQR6
FHLB

0.35 Fixed
06/07/24
3,000
12/07/22
Quarterly

93.633
-191
06/24
06/24
06/24
06/24
06/24
06/24
06/24
25 3130AMHH8
FHLB

0.41 Fixed
08/01/24
4,000
12/01/22
Quarterly

93.161
-274
08/24
08/24
08/24
08/24
08/24
08/24
08/24
26 3134GWNG7
FHLMC

0.50 Fixed
11/27/24
2,000
11/27/22
Quarterly

92.158
-157
11/24
11/24
11/24
11/24
11/24
11/24
11/24
27 3130AQDY6
FHLB

1.00 Fixed
12/30/24
6,750
10/18/22
Anytime

92.881
-481
12/24
12/24
12/24
12/24
12/24
12/24
12/24
32 3130AQEA7
FHLB

1.05 Fixed
01/14/25
7,000
01/14/23
Quarterly

92.859
-500
01/25
01/25
01/25
01/25
01/25
01/25
01/25
33 3133EMUP5
FFCB

0.71 Fixed
04/01/25
5,000
10/18/22
Anytime

91.425
-429
04/25
04/25
04/25
04/25
04/25
04/25
04/25
34 3133ENHW3
FFCB

1.17 Fixed
06/23/25
10,000
10/18/22
Anytime

91.843
-816
06/25
06/25
06/25
06/25
06/25
06/25
06/25
35 3133ELK37
FFCB

0.78 Fixed
06/16/25
5,000
10/18/22
Anytime

90.918
-454
06/25
06/25
06/25
06/25
06/25
06/25
06/25
36 3136G4ZP1
FNMA

0.65 Fixed
07/30/25
3,500
10/30/22
Quarterly

90.206
-343
07/25
07/25
07/25
07/25
07/25
07/25
07/25
37 3133EL3P7
FFCB

0.53 Fixed
08/12/25
1,810
10/18/22
Anytime

89.771
-185
08/25
08/25
08/25
08/25
08/25
08/25
08/25
40 3134GWUG9
FHLMC

0.57 Fixed
09/24/25
10,000
12/24/22
Quarterly

89.522
-1,048
09/25
09/25
09/25
09/25
09/25
09/25
09/25
41 3134GXBM5
FHLMC

0.60 Fixed
11/12/25
1,150
11/12/22
Quarterly

89.278
-123
11/25
11/25
11/25
11/25
11/25
11/25
11/25
43 3130AMRQ7
FHLB

0.88 Fixed
12/30/25
3,000
12/30/22
Quarterly

89.709
-309
12/25
12/25
12/25
12/25
12/25
12/25
12/25
47 3130AN5C0
FHLB

1.05 Fixed
04/29/26
4,000
10/29/22
Quarterly

89.351
-426
04/26
04/26
04/26
04/26
04/26
04/26
04/26
48 3134GW4C7
FHLMC

0.80 Fixed
10/27/26
5,000
10/27/22
Quarterly

87.275
-636
10/26
10/26
10/26
10/26
10/26
10/26
10/26
49 3133ENJC5
FFCB

1.29 Fixed
12/22/26
5,000
12/22/23
Anytime

88.611
-569
12/26
12/26
12/26
12/26
12/26
12/26
12/26
50 3130AL5A8
FHLB

0.90 Fixed
02/26/27
5,000
11/26/22
Quarterly

86.839
-658
02/27
02/27
02/27
02/27
02/27
02/27
02/27

0.83 83,210

90.727
-7,716
Shocked Agency Projected Call Schedule - Next 12 Months -200
-100
Base
+100
+200
+300
+400
Sep 22
-
-
-
-
-
-
-
Oct 22
-
-
-
-
-
-
-
Nov 22
-
-
-
-
-
-
-
Dec 22
-
-
-
-
-
-
-
Jan 23
-
-
-
-
-
-
-
Feb 23
-
-
-
-
-
-
-
Mar 23
-
-
-
-
-
-
-
Apr 23
-
-
-
-
-
-
-
May 23
-
-
-
-
-
-
-
Jun 23
-
-
-
-
-
-
-
Jul 23
-
-
-
-
-
-
-
Aug 23
-
-
-
-
-
-
-
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 20 of 44 ends

Portfolio ID: 6748 - 58411

Agency - Risk/Reward Analysis
Top 5 Market Yields
Security
Mkt
Mkt
Eff.
% Px
Δ
CUSIP
Description
Subsector
Value
Yld
Dur
Up 300
3133ENHW3
FFCB 1.17 06/23/25
Callable Agency
9,184

4.37%

2.53 -7.5
3133ELK37
FFCB 0.78 06/16/25
Callable Agency
4,546

4.37%

2.56 -7.5
3133EL3P7
FFCB 0.53 08/12/25
Callable Agency
1,625

4.36%

2.73 -7.9
3133EMUP5
FFCB 0.71 04/01/25
Callable Agency
4,571

4.36%

2.37 -7.0
3136G4ZP1
FNMA 0.65 07/30/25
Callable Agency
3,157

4.36%

2.69 -7.8
Bottom 5 Market Yields
Security
Mkt
Mkt
Eff.
% Px
Δ
CUSIP
Description
Subsector
Value
Yld
Dur
Up 300
912828N30
T 2 1/8 12/31/22
Treasury
2,990

3.46%

0.25 -0.8
3133EKPT7
FFCB 2 1/8 06/05/23
Agency Bullet
4,935

4.07%

0.66 -2.0
9128284S6
T 2 3/4 05/31/23
Treasury
2,790

4.09%

0.65 -1.9
3130AL5A8
FHLB 0.9 02/26/27
Callable Agency
4,342

4.20%

4.03 -11.6
9128285T3
T 2 5/8 12/31/25
Treasury
4,759

4.23%

3.04 -8.7
Top 5 Price Volatility (% price change +300)
Security
Mkt
Mkt
Eff.
% Px
Δ
CUSIP
Description
Subsector
Value
Yld
Dur
Up 300
3130AL5A8
FHLB 0.9 02/26/27
Callable Agency
4,342

4.20%

4.03 -11.6
3133ENJC5
FFCB 1.29 12/22/26
Callable Agency
4,431

4.26%

3.78 -11.1
3134GW4C7
FHLMC 0.8 10/27/26
Callable Agency
4,364

4.23%

3.76 -10.9
3130AN5C0
FHLB 1.05 04/29/26
Callable Agency
3,574

4.29%

3.29 -9.6
9128286F2
T 2 1/2 02/28/26
Treasury
2,836

4.24%

3.20 -9.1
Next 5 Projected Redemptions
Security
Mkt
Mkt
Eff.

CUSIP
Description
Subsector
Value
Yld
Dur
Mat/Call
912828N30
T 2 1/8 12/31/22
Treasury
2,990

3.46%

0.25 12/01/22
9128284S6
T 2 3/4 05/31/23
Treasury
2,790

4.09%

0.65 05/01/23
3133EKPT7
FFCB 2 1/8 06/05/23
Agency Bullet
4,935

4.07%

0.66 06/01/23
912828V23
T 2 1/4 12/31/23
Treasury
3,901

4.30%

1.20 12/01/23
9128285U0
T 2 5/8 12/31/23
Treasury
4,898

4.33%

1.19 12/01/23
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 21 of 44 ends

Portfolio ID: 6748 - 58411

Corporate - Summary
Rating
Book
Market
G/L $
G/L %
WAL
% Px
Δ
Dur
Cvx
Sector
Par
Moody's
Price
Price
Base
Base
Base
-100
Base
Base
Subsector
%
Value
Cpn
Maturity
S&P
Value
Yield
Value
Yield
+ 300
+ 300
+ 300
+300
AFS %
Aa3
100.00

99.75 -4
-0.2%

0.21 0.2

0.21 0.00
Finance (1)

14.2%
1,500

2.80 0.2 yrs
AA-
1,500

2.79 1,496

3.99 -13
-0.9%

0.21 -0.6
100.0%
Aa1
100.00

98.66 -122
-1.3%

0.52 0.5

0.50 0.00
Industrial (4)

85.8%
9,075

1.69 0.5 yrs
AA
9,075

1.69 8,953

4.26 -256
-2.8%

0.52 -1.5
100.0%
Aa1
100.00

98.81 -126
-1.2%

0.47 0.5

0.46 0.00
Total (5)
100.0%
10,575

1.85 0.5 yrs
AA
10,575

1.85 10,449

4.22 -269
-2.5%

0.47 -1.4
100.0%
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 22 of 44 ends

Portfolio ID: 6748 - 58411

Corporate - Rating Summary
Combined Rating Summary
Maturity Summary
Combined Rating
% Balance
Par Value
Book Yield
Eff. Duration
Maturity Range
% Balance
Par Value
Book Yield
Combined
Rating
AAA
-
-
-
-
< 1 Yr
100.0%
10,575

1.85 AA
AA
100.0%
10,575

1.85 0.46

1.00 Yr - 2.99 Yr
-
-
-
-
A
-
-
-
-

3.00 Yr - 4.99 Yr
-
-
-
-
BBB
-
-
-
-

5.00 Yr - 6.99 Yr
-
-
-
-
BB
-
-
-
-

7.00 Yr - 9.99 Yr
-
-
-
-
B or Below
-
-
-
-
10 Yr +
-
-
-
-
NR
-
-
-
-
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 23 of 44 ends

Portfolio ID: 6748 - 58411

CD - Summary
Book
Market
G/L $
G/L %
WAL
Px Chg
Dur
Cvx
Sector
Par
Maturity
Price
Price
Base
Base
Base
-100
Base
Base
Subsector
%
Value
Cpn
Next Call
Value
Yield
Value
Yield
+ 300
+ 300
+ 300
+300
AFS %

0.6 yrs
100.00

99.27 -7
-0.7%

0.62 0.6

0.60 0.01
NCD (4)
100.0%
980

3.14 980

3.12 973

4.35 -24
-2.5%

0.62 -1.8
100.0%

0.6 yrs
100.00

99.27 -7
-0.7%

0.62 0.6

0.60 0.01
Total (4)
100.0%
980

3.14 980

3.12 973

4.35 -24
-2.5%

0.62 -1.8
100.0%
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 24 of 44 ends

Portfolio ID: 6748 - 58411

Other - Summary
Book
Market
G/L $
G/L %
WAL
Px Chg
Dur
Cvx
Sector
Par
Maturity
Price
Price
Base
Base
Base
-100
Base
Base
Subsector
%
Value
Cpn
Next Call
Value
Yield
Value
Yield
+ 300
+ 300
+ 300
+300
AFS %

0.1 yrs
100.00
100.00
0 0.0%

0.08 0.1

0.09 0.00
Cash & Other (4)
100.0%
112,804

0.78 112,804

0.78 112,804

0.78 -290
-0.3%

0.08 -0.3
100.0%

0.1 yrs
100.00
100.00
0 0.0%

0.08 0.1

0.09 0.00
Total (4)
100.0%
112,804

0.78 112,804

0.78 112,804

0.78 -290
-0.3%

0.08 -0.3
100.0%
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 25 of 44 ends

Portfolio ID: 6748 - 58411

Portfolio Considerations
Par
Book
Market
Gain/
Book
Eff.

Historical CPR
Proj. CPR
Loan
Sector
Cnt
Cpn
Maturity
Value
Price
Price
(Loss)
Yield
WAL
Dur
1 Mo.
3 Mo.

Life
Life
Count
Book Yield < 2%
30 0.79

1.4 yrs
241,089
100.00

95.75 -10,247

0.79 1.4

1.22 Treasury
5 0.63

1.8 yrs
35,000
100.00

94.02 -2,091

0.62 1.8

1.72 Agency Bullet
1 0.50

3.1 yrs
3,000
100.00

89.07 -328

0.50 3.1

3.00 Callable Agency
18 0.83

2.9 yrs
83,210
100.00

90.73 -7,716

0.83 2.9

2.69 Industrial
2 1.44

0.6 yrs
7,075
100.00

98.42 -112

1.44 0.6

0.55 Cash & Other
4 0.78

0.1 yrs
112,804
100.00
100.00
0 0.78

0.1 0.09
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 26 of 44 ends

Portfolio ID: 6748 - 58411

Key Portfolio Sorts
Top 10 Up 300 Market Value Changes (%)
Par
Book
Market
Book
% Px
Δ
$ Amt
Δ
G/L
Eff.

CUSIP
Sector
Description
Cpn
Maturity
Value
Price
Price
G/L
Yield
WAL
+300
+300
+300
Dur
INT
3130AL5A8
Callable Agency
FHLB 0.9 02/26/27

0.90 02/26/27
5,000
100.00

86.84 -658

0.900

4.41 -11.65
-506
-1,164

4.03 AFS
3133ENJC5
Callable Agency
FFCB 1.29 12/22/26

1.29 12/22/26
5,000
100.00

88.61 -569

1.290

4.23 -11.06
-490
-1,060

3.78 AFS
3134GW4C7
Callable Agency
FHLMC 0.8 10/27/26

0.80 10/27/26
5,000
100.00

87.28 -636

0.800

4.08 -10.88
-475
-1,111

3.76 AFS
3130AN5C0
Callable Agency
FHLB 1.05 04/29/26

1.05 04/29/26
4,000
100.00

89.35 -426

1.050

3.58 -9.60
-343
-769

3.29 AFS
9128286F2
Treasury
T 2 1/2 02/28/26

2.50 02/28/26
3,000
100.00

94.53 -164

2.500

3.42 -9.11
-258
-422

3.20 AFS
3130AMRQ7
Callable Agency
FHLB 0 7/8 12/30/25

0.88 12/30/25
3,000
100.00

89.71 -309

0.875

3.25 -8.83
-238
-546

3.03 AFS
9128285T3
Treasury
T 2 5/8 12/31/25

2.63 12/31/25
3,000
100.00

95.17 -145

2.624

3.25 -8.71
-249
-393

3.04 AFS
9128285T3
Treasury
T 2 5/8 12/31/25

2.63 12/31/25
5,000
100.00

95.17 -241

2.624

3.25 -8.71
-414
-656

3.04 AFS
3135G06G3
Agency Bullet
FNMA 0 1/2 11/07/25

0.50 11/07/25
3,000
100.00

89.07 -328

0.500

3.10 -8.57
-229
-557

3.00 AFS
3134GXBM5
Callable Agency
FHLMC 0.6 11/12/25

0.60 11/12/25
1,150
100.00

89.28 -123

0.600

3.12 -8.55
-88
-211

2.95 AFS

1.41 37,150
100.00

90.31 -3,600

1.412

3.68 -9.80
-3,289
-6,889

3.39 Top 10 Up 300 Market Value Changes ($)
Par
Book
Market
Book
% Px
Δ
$ Amt
Δ
G/L
Eff.

CUSIP
Sector
Description
Cpn
Maturity
Value
Price
Price
G/L
Yield
WAL
+300
+300
+300
Dur
INT
3134GWUG9
Callable Agency
FHLMC 0.57 09/24/25

0.57 09/24/25
10,000
100.00

89.52 -1,048

0.570

2.98 -8.21
-735
-1,783

2.84 AFS
3133ENHW3
Callable Agency
FFCB 1.17 06/23/25

1.17 06/23/25
10,000
100.00

91.84 -816

1.170

2.73 -7.47
-686
-1,501

2.53 AFS
91282CDN8
Treasury
T 1 12/15/24

1.00 12/15/24
10,000
100.00

93.19 -681

1.000

2.21 -6.18
-576
-1,257

2.13 AFS
3130AL5A8
Callable Agency
FHLB 0.9 02/26/27

0.90 02/26/27
5,000
100.00

86.84 -658

0.900

4.41 -11.65
-506
-1,164

4.03 AFS
3133ENJC5
Callable Agency
FFCB 1.29 12/22/26

1.29 12/22/26
5,000
100.00

88.61 -569

1.290

4.23 -11.06
-490
-1,060

3.78 AFS
3134GW4C7
Callable Agency
FHLMC 0.8 10/27/26

0.80 10/27/26
5,000
100.00

87.28 -636

0.800

4.08 -10.88
-475
-1,111

3.76 AFS
9128285T3
Treasury
T 2 5/8 12/31/25

2.63 12/31/25
5,000
100.00

95.17 -241

2.624

3.25 -8.71
-414
-656

3.04 AFS
3130AQEA7
Callable Agency
FHLB 1.05 01/14/25

1.05 01/14/25
7,000
100.00

92.86 -500

1.050

2.29 -6.36
-413
-913

2.15 AFS
3130AQDY6
Callable Agency
FHLB 1 12/30/24

1.00 12/30/24
6,750
100.00

92.88 -481

1.000

2.25 -6.25
-392
-872

2.12 AFS
3130AN5C0
Callable Agency
FHLB 1.05 04/29/26

1.05 04/29/26
4,000
100.00

89.35 -426

1.050

3.58 -9.60
-343
-769

3.29 AFS

1.09 67,750
100.00

91.06 -6,056

1.089

3.02 -8.15
-5,030
-11,086

2.80 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 27 of 44 ends

Portfolio ID: 6748 - 58411

Key Portfolio Sorts
Top 10 Marked to Market Up 300 Loss Positions
Par
Book
Market
Book
% Px
Δ
$ Amt
Δ
G/L
Eff.

CUSIP
Sector
Description
Cpn
Maturity
Value
Price
Price
G/L
Yield
WAL
+300
+300
+300
Dur
INT
3134GWUG9
Callable Agency
FHLMC 0.57 09/24/25

0.57 09/24/25
10,000
100.00

89.52 -1,048

0.570

2.98 -8.21
-735
-1,783

2.84 AFS
3133ENHW3
Callable Agency
FFCB 1.17 06/23/25

1.17 06/23/25
10,000
100.00

91.84 -816

1.170

2.73 -7.47
-686
-1,501

2.53 AFS
91282CDN8
Treasury
T 1 12/15/24

1.00 12/15/24
10,000
100.00

93.19 -681

1.000

2.21 -6.18
-576
-1,257

2.13 AFS
3130AL5A8
Callable Agency
FHLB 0.9 02/26/27

0.90 02/26/27
5,000
100.00

86.84 -658

0.900

4.41 -11.65
-506
-1,164

4.03 AFS
3134GW4C7
Callable Agency
FHLMC 0.8 10/27/26

0.80 10/27/26
5,000
100.00

87.28 -636

0.800

4.08 -10.88
-475
-1,111

3.76 AFS
3133ENJC5
Callable Agency
FFCB 1.29 12/22/26

1.29 12/22/26
5,000
100.00

88.61 -569

1.290

4.23 -11.06
-490
-1,060

3.78 AFS
3130AQEA7
Callable Agency
FHLB 1.05 01/14/25

1.05 01/14/25
7,000
100.00

92.86 -500

1.050

2.29 -6.36
-413
-913

2.15 AFS
3130AQDY6
Callable Agency
FHLB 1 12/30/24

1.00 12/30/24
6,750
100.00

92.88 -481

1.000

2.25 -6.25
-392
-872

2.12 AFS
91282CBA8
Treasury
T 0 1/8 12/15/23

0.13 12/15/23
10,000
100.00

95.14 -486

0.125

1.21 -3.40
-324
-810

1.17 AFS
3133ELK37
Callable Agency
FFCB 0.78 06/16/25

0.78 06/16/25
5,000
100.00

90.92 -454

0.780

2.71 -7.48
-340
-794

2.56 AFS

0.84 73,750
100.00

91.42 -6,329

0.835

2.71 -7.32
-4,936
-11,265

2.51 Top 10 Average Life Extension Up 300bps
Par
Book
Market
Book
% Px
Δ
Eff.

WAL
Chg in
CUSIP
Sector
Description
Cpn
Maturity
Value
Price
Price
G/L
Yield
+300
Dur
WAL
+300
WAL
INT
3134GWUG9
Callable Agency
FHLMC 0.57 09/24/25

0.57 09/24/25
10,000
100.00

89.52 -1,048

0.570
-8.21

2.84 2.98

2.98 0.00
AFS
3133ENHW3
Callable Agency
FFCB 1.17 06/23/25

1.17 06/23/25
10,000
100.00

91.84 -816

1.170
-7.47

2.53 2.73

2.73 0.00
AFS
91282CDN8
Treasury
T 1 12/15/24

1.00 12/15/24
10,000
100.00

93.19 -681

1.000
-6.18

2.13 2.21

2.21 0.00
AFS
3130AL5A8
Callable Agency
FHLB 0.9 02/26/27

0.90 02/26/27
5,000
100.00

86.84 -658

0.900
-11.65

4.03 4.41

4.41 0.00
AFS
3134GW4C7
Callable Agency
FHLMC 0.8 10/27/26

0.80 10/27/26
5,000
100.00

87.28 -636

0.800
-10.88

3.76 4.08

4.08 0.00
AFS
3133ENJC5
Callable Agency
FFCB 1.29 12/22/26

1.29 12/22/26
5,000
100.00

88.61 -569

1.290
-11.06

3.78 4.23

4.23 0.00
AFS
3130AQEA7
Callable Agency
FHLB 1.05 01/14/25

1.05 01/14/25
7,000
100.00

92.86 -500

1.050
-6.36

2.15 2.29

2.29 0.00
AFS
3130AQDY6
Callable Agency
FHLB 1 12/30/24

1.00 12/30/24
6,750
100.00

92.88 -481

1.000
-6.25

2.12 2.25

2.25 0.00
AFS
91282CBA8
Treasury
T 0 1/8 12/15/23

0.13 12/15/23
10,000
100.00

95.14 -486

0.125
-3.40

1.17 1.21

1.21 0.00
AFS
3133ELK37
Callable Agency
FFCB 0.78 06/16/25

0.78 06/16/25
5,000
100.00

90.92 -454

0.780
-7.48

2.56 2.71

2.71 0.00
AFS

0.84 73,750
100.00

91.42 -6,329

0.835
-7.32

2.51 2.71

2.71 0.00
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 28 of 44 ends

Portfolio ID: 6748 - 58411

Agency - CUSIP Detail
Maturity
Book
Market
Gain/(Loss)
% Px
Δ
Eff.

CUSIP
Cpn Type
Next Call Dt
Step Date
Proj.

Price
Price
bp
→

call
%
-100
Dur
ESG/Gr
Security Description
Ticker
Par
Coupon
Call Type
Step Cpn
Final
Value
Yield
Value
Yield
$
+300
Cvx
Intent
91282CBA8
Fixed
12/23
100.00

95.14 -4.9%

1.2 1.17
T 0 1/8 12/15/23
T
5,000

0.125
12/15/23
5,000

0.12 4,757

4.30 -243
-3.4

0.02 AFS
91282CBA8
Fixed
12/23
100.00

95.14 -4.9%

1.2 1.17
T 0 1/8 12/15/23
T
10,000

0.125
12/15/23
10,000

0.12 9,514

4.30 -486
-3.4

0.02 AFS
9128285U0
Fixed
12/23
100.00

97.95 -2.0%

1.2 1.19
T 2 5/8 12/31/23
T
5,000

2.625
12/31/23
5,000

2.63 4,898

4.33 -102
-3.5

0.02 AFS
912828V23
Fixed
12/23
100.00

97.53 -2.5%

1.2 1.20
T 2 1/4 12/31/23
T
5,000

2.250
12/31/23
5,000

2.25 4,877

4.30 -123
-3.5

0.02 AFS
912828V23
Fixed
12/23
100.00

97.53 -2.5%

1.2 1.20
T 2 1/4 12/31/23
T
4,000

2.250
12/31/23
4,000

2.25 3,901

4.30 -99
-3.5

0.02 AFS
9128286R6
Fixed
04/24
100.00

96.83 -3.2%

1.5 1.50
T 2 1/4 04/30/24
T
5,000

2.250
04/30/24
5,000

2.25 4,841

4.34 -159
-4.4

0.03 AFS
91282CDN8
Fixed
12/24
100.00

93.19 -6.8%

2.2 2.13
T 1 12/15/24
T
10,000

1.000
12/15/24
10,000

1.00 9,319

4.26 -681
-6.2

0.06 AFS
91282CDN8
Fixed
12/24
100.00

93.19 -6.8%

2.2 2.13
T 1 12/15/24
T
5,000

1.000
12/15/24
5,000

1.00 4,659

4.26 -341
-6.2

0.06 AFS
91282CDN8
Fixed
12/24
100.00

93.19 -6.8%

2.2 2.13
T 1 12/15/24
T
5,000

1.000
12/15/24
5,000

1.00 4,659

4.26 -341
-6.2

0.06 AFS
9128283P3
Fixed
12/24
100.00

95.75 -4.3%

2.2 2.15
T 2 1/4 12/31/24
T
3,000

2.250
12/31/24
3,000

2.25 2,873

4.25 -128
-6.2

0.06 AFS
912828N30
Fixed
12/22
100.00

99.67 -0.3%

0.3 0.25
T 2 1/8 12/31/22
T
3,000

2.125
12/31/22
3,000

2.14 2,990

3.46 -10
-0.8

0.00 AFS
9128284S6
Fixed
05/23
100.00

99.13 -0.9%

0.7 0.65
T 2 3/4 05/31/23
T
2,815

2.750
05/31/23
2,815

2.74 2,790

4.09 -25
-1.9

0.01 AFS
9128285T3
Fixed
12/25
100.00

95.17 -4.8%

3.1 3.04
T 2 5/8 12/31/25
T
5,000

2.625
12/31/25
5,000

2.62 4,759

4.23 -241
-8.7

0.11 AFS
9128285T3
Fixed
12/25
100.00

95.17 -4.8%

3.1 3.04
T 2 5/8 12/31/25
T
3,000

2.625
12/31/25
3,000

2.62 2,855

4.23 -145
-8.7

0.11 AFS
9128286F2
Fixed
02/26
100.00

94.53 -5.5%

3.3 3.20
T 2 1/2 02/28/26
T
3,000

2.500
02/28/26
3,000

2.50 2,836

4.24 -164
-9.1

0.12 AFS
Treasury
100.00

95.55 -4.5%

1.7 1.72
73,815

1.570
73,815

1.57 70,528

4.24 -3,287
-5.0

0.05 3133EKPT7
Fixed
06/23
100.00

98.71 -1.3%

0.7 0.66
FFCB 2 1/8 06/05/23
FFCB
5,000

2.125
06/05/23
5,000

2.12 4,935

4.07 -65
-2.0

0.01 AFS
3135G06G3
Fixed
11/25
100.00

89.07 -10.9%

3.1 3.00
FNMA 0 1/2 11/07/25
FNMA
3,000

0.500
11/07/25
3,000

0.50 2,672

4.30 -328
-8.6

0.11 AFS
3133EJYM5
Fixed
09/25
100.00

96.44 -3.6%

2.8 2.75
FFCB 3.02 09/04/25
FFCB
1,000

3.020
09/04/25
1,000

3.02 964

4.33 -36
-7.9

0.09 AFS
3133EJYM5
Fixed
09/25
100.00

96.44 -3.6%

2.8 2.75
FFCB 3.02 09/04/25
FFCB
2,000

3.020
09/04/25
2,000

3.02 1,929

4.33 -71
-7.9

0.09 AFS
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 29 of 44 ends

Portfolio ID: 6748 - 58411

Agency - CUSIP Detail
Maturity
Book
Market
Gain/(Loss)
% Px
Δ
Eff.

CUSIP
Cpn Type
Next Call Dt
Step Date
Proj.

Price
Price
bp
→

call
%
-100
Dur
ESG/Gr
Security Description
Ticker
Par
Coupon
Call Type
Step Cpn
Final
Value
Yield
Value
Yield
$
+300
Cvx
Intent
Agency Bullet
100.00

95.46 -4.5%

1.9 1.83
11,000

1.926
11,000

1.92 10,501

4.20 -499
-5.3

0.06 3134GWUG9
Fixed
12/24/22
09/25
100.00

89.52 -497
-10.5%

2.9 2.84
FHLMC 0.57 09/24/25
FHLMC
10,000

0.570
Quarterly
09/24/25
10,000

0.57 8,952

4.35 -1,048
-8.2

0.08 AFS
3134GXBM5
Fixed
11/12/22
11/25
100.00

89.28 -499
-10.7%

3.0 2.95
FHLMC 0.6 11/12/25
FHLMC
1,150

0.600
Quarterly
11/12/25
1,150

0.60 1,027

4.31 -123
-8.5

0.08 AFS
3130AMRQ7
Fixed
12/30/22
12/25
100.00

89.71 -472
-10.3%

3.0 3.03
FHLB 0 7/8 12/30/25
FHLB
3,000

0.875
Quarterly
12/30/25
3,000

0.87 2,691

4.30 -309
-8.8
-0.02
AFS
3130AN5C0
Fixed
10/29/22
04/26
100.00

89.35 -453
-10.6%

3.3 3.29
FHLB 1.05 04/29/26
FHLB
4,000

1.050
Quarterly
04/29/26
4,000

1.05 3,574

4.29 -426
-9.6
-0.07
AFS
3134GW4C7
Fixed
10/27/22
10/26
100.00

87.28 -484
-12.7%

3.8 3.76
FHLMC 0.8 10/27/26
FHLMC
5,000

0.800
Quarterly
10/27/26
5,000

0.80 4,364

4.23 -636
-10.9

0.04 AFS
3133ENJC5
Fixed
12/22/23
12/26
100.00

88.61 -408
-11.4%

3.7 3.78
FFCB 1.29 12/22/26
FFCB
5,000

1.290
Anytime
12/22/26
5,000

1.29 4,431

4.26 -569
-11.1

0.01 AFS
3130AL5A8
Fixed
11/26/22
02/27
100.00

86.84 -481
-13.2%

4.0 4.03
FHLB 0.9 02/26/27
FHLB
5,000

0.900
Quarterly
02/26/27
5,000

0.90 4,342

4.20 -658
-11.6

0.03 AFS
3130AQEA7
Fixed
01/14/23
01/25
100.00

92.86 -427
-7.1%

2.1 2.15
FHLB 1.05 01/14/25
FHLB
7,000

1.050
Quarterly
01/14/25
7,000

1.05 6,500

4.36 -500
-6.4
-0.07
AFS
3133EMUP5
Fixed
10/18/22
04/25
100.00

91.42 -488
-8.6%

2.4 2.37
FFCB 0.71 04/01/25
FFCB
5,000

0.710
Anytime
04/01/25
5,000

0.71 4,571

4.36 -429
-7.0
-0.04
AFS
3133ENHW3
Fixed
10/18/22
06/25
100.00

91.84 -439
-8.2%

2.5 2.53
FFCB 1.17 06/23/25
FFCB
10,000

1.170
Anytime
06/23/25
10,000

1.17 9,184

4.37 -816
-7.5

0.04 AFS
3133ELK37
Fixed
10/18/22
06/25
100.00

90.92 -482
-9.1%

2.6 2.56
FFCB 0.78 06/16/25
FFCB
5,000

0.780
Anytime
06/16/25
5,000

0.78 4,546

4.37 -454
-7.5
-0.04
AFS
3136G4ZP1
Fixed
10/30/22
07/25
100.00

90.21 -495
-9.8%

2.7 2.69
FNMA 0.65 07/30/25
FNMA
3,500

0.650
Quarterly
07/30/25
3,500

0.65 3,157

4.36 -343
-7.8

0.01 AFS
3133EL3P7
Fixed
10/18/22
08/25
100.00

89.77 -513
-10.2%

2.7 2.73
FFCB 0.53 08/12/25
FFCB
1,810

0.530
Anytime
08/12/25
1,810

0.53 1,625

4.36 -185
-7.9

0.08 AFS
3133EL2X1
Fixed
10/18/22
05/24
100.00

94.09 -461
-5.9%

1.5 1.54
FFCB 0.42 05/06/24
FFCB
2,000

0.420
Anytime
05/06/24
2,000

0.42 1,882

4.28 -118
-4.5

0.02 AFS
3130AMQR6
Fixed
12/07/22
06/24
100.00

93.63 -466
-6.4%

1.6 1.63
FHLB 0.35 06/07/24
FHLB
3,000

0.350
Quarterly
06/07/24
3,000

0.35 2,809

4.31 -191
-4.7

0.03 AFS
3130AMHH8
Fixed
12/01/22
08/24
100.00

93.16 -473
-6.8%

1.8 1.77
FHLB 0.41 08/01/24
FHLB
4,000

0.410
Quarterly
08/01/24
4,000

0.41 3,726

4.32 -274
-5.2

0.03 AFS
3134GWNG7
Fixed
11/27/22
11/24
100.00

92.16 -477
-7.8%

2.1 2.07
FHLMC 0 1/2 11/27/24
FHLMC
2,000

0.500
Quarterly
11/27/24
2,000

0.50 1,843

4.35 -157
-6.1

0.03 AFS
3130AQDY6
Fixed
10/18/22
12/24
100.00

92.88 -447
-7.1%

2.1 2.12
FHLB 1 12/30/24
FHLB
6,750

1.000
Anytime
12/30/24
6,750

1.00 6,269

4.36 -481
-6.2
-0.02
AFS
Callable Agency
100.00

90.73 -9.3%

2.7 2.69
83,210

0.831
83,210

0.83 75,494

4.33 -7,716
-7.8

0.01 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 30 of 44 ends

Portfolio ID: 6748 - 58411

Agency - CUSIP Detail
Maturity
Book
Market
Gain/(Loss)
% Px
Δ
Eff.

CUSIP
Cpn Type
Next Call Dt
Step Date
Proj.

Price
Price
bp
→

call
%
-100
Dur
ESG/Gr
Security Description
Ticker
Par
Coupon
Call Type
Step Cpn
Final
Value
Yield
Value
Yield
$
+300
Cvx
Intent
Total
100.00

93.15 -6.8%

2.2 2.19
168,025

1.227
168,025

1.23 156,523

4.28 -11,502
-6.4

0.03 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 31 of 44 ends

Portfolio ID: 6748 - 58411

Corporate - CUSIP Detail
Rating
Book
Market
Gain/(Loss)
% Px
Δ
Eff.

CUSIP
Sector
Par
Index
S&P
Price
Price
%
-100
Dur
ESG/Gr
Security Description
Subsector
Value
Cpn
Maturity
Margin
Moody's
Value
Yield
Value
Yield
$
+300
Cvx
Intent
92826CAC6
Finance
AA-
100.00

99.75 -0.2%

0.2 0.21
V 2.8 12/14/22
Other Financial
1,500

2.800
12/14/22
Aa3
1,500

2.79 1,496

3.99 -4
-0.6

0.00 AFS
Finance
AA-
100.00

99.75 -0.2%

0.2 0.21
1,500

2.800
Aa3
1,500

2.79 1,496

3.99 -4
-0.6

0.00 037833DE7
Industrial
AA+
100.00

99.48 -0.5%

0.3 0.29
AAPL 2.4 01/13/23
Manufacturing
1,000

2.400
01/13/23
Aaa
1,000

2.39 995

4.23 -5
-0.9

0.00 AFS
30231GAR3
Industrial
AA-
100.00

99.50 -0.5%

0.4 0.40
XOM 2.726 03/01/23
Energy Company
1,000

2.726
03/01/23
Aa2
1,000

2.72 995

3.94 -5
-1.2

0.00 AFS
30231GBL5
Industrial
AA-
100.00

98.52 -1.5%

0.5 0.53
XOM 1.571 04/15/23
Energy Company
5,000

1.571
04/15/23
Aa2
5,000

1.57 4,926

4.36 -74
-1.6

0.01 AFS
166764BV1
Industrial
AA-
100.00

98.17 -1.8%

0.6 0.60
CVX 1.141 05/11/23
Energy Company
2,075

1.141
05/11/23
Aa2
2,075

1.14 2,037

4.20 -38
-1.8

0.01 AFS
Industrial
AA
100.00

98.66 -1.3%

0.5 0.50
9,075

1.691
Aa1
9,075

1.69 8,953

4.26 -122
-1.5

0.00 Total
AA
100.00

98.81 -1.2%

0.5 0.46
10,575

1.849
Aa1
10,575

1.85 10,449

4.22 -126
-1.4

0.00 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 32 of 44 ends

Portfolio ID: 6748 - 58411

CD - CUSIP Detail
Coupon
Step
Maturity
Book
Market
Gain/(Loss)
% Px
Δ
Effective
CUSIP
Par
Type
Date
Proj.

Price
Price
%
-100
Dur
ESG/G
r
Security Description
Ticker
Value
Rate
Rate
Final
Value
Yield
Value
Yield
$
+300
Cvx
Intent
61747MX30
Fixed
05/23
100.00

99.29 -0.7%

0.6 0.59
MS 3.15 05/10/23
MS
245

3.150
05/10/23
245

3.13 243

4.32 -2
-1.8

0.01 AFS
87164WWF1
Fixed
05/23
100.00

99.28 -0.7%

0.6 0.59
SYF 3.15 05/11/23
SYF
245

3.150
05/11/23
245

3.13 243

4.33 -2
-1.8

0.01 AFS
17312QL23
Fixed
05/23
100.00

99.28 -0.7%

0.6 0.59
C 3.15 05/11/23
C
245

3.150
05/11/23
245

3.13 243

4.33 -2
-1.8

0.01 AFS
20033AYE0
Fixed
05/23
100.00

99.21 -0.8%

0.6 0.61
ADS 3.1 05/15/23
ADS
245

3.100
05/15/23
245

3.10 243

4.41 -2
-1.8

0.01 AFS
NCD
100.00

99.27 -0.7%

0.6 0.60
980

3.138
980

3.12 973

4.35 -7
-1.8

0.01 Total
100.00

99.27 -0.7%

0.6 0.60
980

3.138
980

3.12 973

4.35 -7
-1.8

0.01 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 33 of 44 ends

Portfolio ID: 6748 - 58411

Other - CUSIP Detail
Coupon
Step
Maturity
Book
Market
Gain/(Loss)
% Px
Δ
Effective
Par
Type
Date
Proj.

Price
Price
%
-100
Dur
ESG/G
r
CUSIP
Ticker
Value
Rate
Rate
Final
Value
Yield
Value
Yield
$
+300
Cvx
Intent
Fixed
10/22
100.00
100.00

0.0%

0.1 0.09

PLMDLCAMP
251

0.300
10/31/22
251

0.30 251

0.30 0
-0.3

0.00 AFS
Fixed
10/22
100.00
100.00

0.0%

0.1 0.09

PLMDLLAIF
35,080

0.784
10/31/22
35,080

0.79 35,080

0.79 0
-0.3

0.00 AFS
Fixed
10/22
100.00
100.00

0.0%

0.1 0.09

PLMDLLAIF
40,175

0.784
10/31/22
40,175

0.79 40,175

0.79 0
-0.3

0.00 AFS
Fixed
10/22
100.00
100.00

0.0%

0.1 0.09

PLMDLLAIF
37,299

0.784
10/31/22
37,299

0.79 37,299

0.79 0
-0.3

0.00 AFS
100.00
100.00

0.0%

0.1 0.09
Cash & Other
112,804

0.783
112,804

0.78 112,804

0.78 0
-0.3

0.00 100.00
100.00

0.0%

0.1 0.09
Total
112,804

0.783
112,804

0.78 112,804

0.78 0
-0.3

0.00 City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 34 of 44 ends

Portfolio ID: 6748 - 58411

Shocked CUSIP Analysis
-200
-100
Base
+100
+200
+300
+400
Par Value
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
CUSIP
Coupon
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Description
Maturity
WAL
WAL
Dur
WAL
WAL
WAL
WAL
WAL
2,000
58 3.09%
29 1.55%
0 0.00%
-29
-1.53%
-57
-3.02%
-84
-4.49%
-111
-5.92%
3133EL2X1

0.42 96.99

2.34 95.54

3.30 94.09

4.28 92.65

5.27 91.24

6.26 89.87

7.24 88.52

8.22 FFCB 0.42 05/06/24
05/06/2024

1.60 1.60

1.54 1.60

1.60 1.60

1.60 1.60
1,810
88 5.43%
45 2.74%
0 0.00%
-44
-2.71%
-87
-5.35%
-129
-7.91%
-169
-10.40%
3133EL3P7

0.53 94.64

2.48 92.23

3.40 89.77

4.36 87.34

5.35 84.97

6.35 82.67

7.34 80.44

8.34 FFCB 0.53 08/12/25
08/12/2025

2.87 2.87

2.73 2.87

2.87 2.87

2.87 2.87
5,000
214

4.69%
108

2.37%
0 0.00%
-108
-2.37%
-214
-4.69%
-318
-6.95%
-418
-9.15%
3133EMUP5

0.71 95.71

2.49 93.59

3.40 91.42

4.36 89.26

5.35 87.14

6.35 85.07

7.35 83.06

8.35 FFCB 0.71 04/01/25
04/01/2025

2.50 2.50

2.37 2.50

2.50 2.50

2.50 2.50
5,000
229

5.05%
116

2.56%
0 0.00%
-116
-2.55%
-230
-5.05%
-340
-7.48%
-447
-9.84%
3133ELK37

0.78 95.51

2.50 93.24

3.41 90.92

4.37 88.60

5.35 86.33

6.35 84.12

7.35 81.97

8.35 FFCB 0.78 06/16/25
06/16/2025

2.71 2.71

2.56 2.71

2.71 2.71

2.71 2.71
10,000
451

4.91%
232

2.52%
0 0.00%
-233
-2.54%
-462
-5.03%
-686
-7.47%
-903
-9.83%
3133ENHW3

1.17 96.35

2.56 94.16

3.43 91.84

4.37 89.51

5.35 87.22

6.34 84.99

7.34 82.81

8.34 FFCB 1.17 06/23/25
06/23/2025

2.73 2.73

2.53 2.73

2.73 2.73

2.73 2.73
5,000
321

7.25%
166

3.74%
0 0.00%
-167
-3.78%
-332
-7.48%
-490
-11.06%
-642
-14.50%
3133ENJC5

1.29 95.04

2.53 91.93

3.35 88.61

4.26 85.26

5.22 81.98

6.20 78.81

7.19 75.77

8.19 FFCB 1.29 12/22/26
12/22/2026

4.23 4.23

3.78 4.23

4.23 4.23

4.23 4.23
5,000
67 1.35%
33 0.67%
0 0.00%
-33
-0.66%
-65
-1.31%
-96
-1.95%
-128
-2.59%
3133EKPT7

2.13 100.04

2.07 99.37

3.07 98.71

4.07 98.06

5.06 97.41

6.06 96.78

7.05 96.15

8.04 FFCB 2 1/8 06/05/23
06/05/2023

0.68 0.68

0.66 0.68

0.68 0.68

0.68 0.68
1,000
55 5.70%
27 2.80%
0 0.00%
-26
-2.71%
-51
-5.34%
-76
-7.88%
-100
-10.34%
3133EJYM5

3.02 101.94

2.33 99.15

3.33 96.44

4.33 93.83

5.32 91.30

6.32 88.85

7.32 86.47

8.32 FFCB 3.02 09/04/25
09/04/2025

2.93 2.93

2.75 2.93

2.93 2.93

2.93 2.93
2,000
110

5.70%
54 2.80%
0 0.00%
-52
-2.71%
-103
-5.34%
-152
-7.88%
-199
-10.34%
3133EJYM5

3.02 101.94

2.33 99.15

3.33 96.44

4.33 93.83

5.32 91.30

6.32 88.85

7.32 86.47

8.32 FFCB 3.02 09/04/25
09/04/2025

2.93 2.93

2.75 2.93

2.93 2.93

2.93 2.93
3,000
160

5.94%
81 3.03%
0 0.00%
-81
-3.02%
-161
-5.97%
-238
-8.83%
-312
-11.59%
3130AMRQ7

0.88 95.04

2.47 92.42

3.35 89.71

4.30 87.00

5.28 84.35

6.27 81.79

7.27 79.31

8.26 FHLB 0 7/8 12/30/25
12/30/2025

3.25 3.25

3.03 3.25

3.25 3.25

3.25 3.25
3,000
92 3.27%
46 1.64%
0 0.00%
-45
-1.61%
-90
-3.19%
-133
-4.74%
-176
-6.25%
3130AMQR6

0.35 96.69

2.36 95.17

3.32 93.63

4.31 92.12

5.29 90.64

6.28 89.20

7.27 87.78

8.26 FHLB 0.35 06/07/24
06/07/2024

1.69 1.69

1.63 1.69

1.69 1.69

1.69 1.69
4,000
132

3.54%
66 1.78%
0 0.00%
-65
-1.76%
-130
-3.48%
-192
-5.16%
-254
-6.81%
3130AMHH8

0.41 96.46

2.39 94.82

3.34 93.16

4.32 91.53

5.32 89.92

6.31 88.35

7.30 86.82

8.30 FHLB 0.41 08/01/24
08/01/2024

1.84 1.84

1.77 1.84

1.84 1.84

1.84 1.84
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 35 of 44 ends

Portfolio ID: 6748 - 58411

Shocked CUSIP Analysis
-200
-100
Base
+100
+200
+300
+400
Par Value
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
CUSIP
Coupon
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Description
Maturity
WAL
WAL
Dur
WAL
WAL
WAL
WAL
WAL
5,000
343

7.90%
175

4.03%
0 0.00%
-174
-4.01%
-343
-7.91%
-506
-11.65%
-661
-15.23%
3130AL5A8

0.90 93.70

2.42 90.34

3.27 86.84

4.20 83.36

5.17 79.97

6.16 76.72

7.15 73.61

8.15 FHLB 0.9 02/26/27
02/26/2027

4.41 4.41

4.03 4.41

4.41 4.41

4.41 4.41
6,750
259

4.13%
132

2.11%
0 0.00%
-133
-2.12%
-264
-4.21%
-392
-6.25%
-516
-8.24%
3130AQDY6

1.00 96.72

2.51 94.84

3.40 92.88

4.36 90.91

5.34 88.98

6.33 87.08

7.33 85.23

8.33 FHLB 1 12/30/24
12/30/2024

2.25 2.25

2.12 2.25

2.25 2.25

2.25 2.25
7,000
274

4.21%
139

2.15%
0 0.00%
-140
-2.16%
-278
-4.28%
-413
-6.36%
-545
-8.38%
3130AQEA7

1.05 96.77

2.51 94.85

3.41 92.86

4.36 90.86

5.35 88.88

6.34 86.96

7.34 85.08

8.35 FHLB 1.05 01/14/25
01/14/2025

2.29 2.29

2.15 2.29

2.29 2.29

2.29 2.29
4,000
229

6.41%
117

3.28%
0 0.00%
-117
-3.29%
-232
-6.50%
-343
-9.60%
-450
-12.60%
3130AN5C0

1.05 95.08

2.49 92.28

3.36 89.35

4.29 86.41

5.26 83.55

6.25 80.77

7.24 78.10

8.24 FHLB 1.05 04/29/26
04/29/2026

3.58 3.58

3.29 3.58

3.58 3.58

3.58 3.58
2,000
76 4.13%
38 2.08%
0 0.00%
-38
-2.06%
-75
-4.08%
-112
-6.05%
-147
-7.98%
3134GWNG7

0.50 95.97

2.43 94.07

3.37 92.16

4.35 90.26

5.34 88.40

6.34 86.58

7.34 84.81

8.34 FHLMC 0 1/2 11/27/24
11/27/2024

2.16 2.16

2.07 2.16

2.16 2.16

2.16 2.16
10,000
505

5.64%
255

2.85%
0 0.00%
-252
-2.81%
-497
-5.55%
-735
-8.21%
-965
-10.78%
3134GWUG9

0.57 94.57

2.47 92.07

3.39 89.52

4.35 87.00

5.34 84.55

6.33 82.17

7.33 79.87

8.33 FHLMC 0.57 09/24/25
09/24/2025

2.98 2.98

2.84 2.98

2.98 2.98

2.98 2.98
1,150
60 5.86%
30 2.97%
0 0.00%
-30
-2.93%
-59
-5.78%
-88
-8.55%
-115
-11.22%
3134GXBM5

0.60 94.51

2.44 91.92

3.35 89.28

4.31 86.66

5.30 84.11

6.29 81.65

7.29 79.26

8.29 FHLMC 0.6 11/12/25
11/12/2025

3.12 3.12

2.95 3.12

3.12 3.12

3.12 3.12
5,000
324

7.42%
165

3.77%
0 0.00%
-163
-3.74%
-322
-7.38%
-475
-10.88%
-621
-14.24%
3134GW4C7

0.80 93.75

2.42 90.57

3.29 87.28

4.23 84.01

5.21 80.83

6.19 77.78

7.19 74.85

8.18 FHLMC 0.8 10/27/26
10/27/2026

4.08 4.08

3.76 4.08

4.08 4.08

4.08 4.08
3,000
167

6.24%
82 3.06%
0 0.00%
-79
-2.96%
-155
-5.81%
-229
-8.57%
-300
-11.24%
3135G06G3

0.50 94.62

2.31 91.80

3.30 89.07

4.30 86.43

5.30 83.89

6.30 81.43

7.29 79.06

8.29 FNMA 0 1/2 11/07/25
11/07/2025

3.10 3.10

3.00 3.10

3.10 3.10

3.10 3.10
3,500
168

5.32%
85 2.69%
0 0.00%
-84
-2.67%
-167
-5.28%
-246
-7.81%
-324
-10.26%
3136G4ZP1

0.65 95.01

2.49 92.63

3.40 90.21

4.36 87.80

5.35 85.45

6.34 83.16

7.34 80.95

8.34 FNMA 0.65 07/30/25
07/30/2025

2.83 2.83

2.69 2.83

2.83 2.83

2.83 2.83
5,000
113

2.39%
56 1.18%
0 0.00%
-55
-1.16%
-109
-2.29%
-162
-3.40%
-214
-4.49%
91282CBA8

0.13 97.41

2.31 96.26

3.31 95.14

4.30 94.04

5.28 92.96

6.27 91.90

7.25 90.87

8.22 T 0 1/8 12/15/23
12/15/2023

1.21 1.21

1.17 1.21

1.21 1.21

1.21 1.21
10,000
227

2.39%
112

1.18%
0 0.00%
-110
-1.16%
-218
-2.29%
-324
-3.40%
-427
-4.49%
91282CBA8

0.13 97.41

2.31 96.26

3.31 95.14

4.30 94.04

5.28 92.96

6.27 91.90

7.25 90.87

8.22 T 0 1/8 12/15/23
12/15/2023

1.21 1.21

1.17 1.21

1.21 1.21

1.21 1.21
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 36 of 44 ends

Portfolio ID: 6748 - 58411

Shocked CUSIP Analysis
-200
-100
Base
+100
+200
+300
+400
Par Value
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
CUSIP
Coupon
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Description
Maturity
WAL
WAL
Dur
WAL
WAL
WAL
WAL
WAL
10,000
410

4.39%
202

2.17%
0 0.00%
-197
-2.11%
-389
-4.17%
-576
-6.18%
-758
-8.14%
91282CDN8

1.00 97.28

2.27 95.21

3.27 93.19

4.26 91.22

5.26 89.30

6.26 87.43

7.26 85.60

8.26 T 1 12/15/24
12/15/2024

2.21 2.21

2.13 2.21

2.21 2.21

2.21 2.21
5,000
205

4.39%
101

2.17%
0 0.00%
-98
-2.11%
-194
-4.17%
-288
-6.18%
-379
-8.14%
91282CDN8

1.00 97.28

2.27 95.21

3.27 93.19

4.26 91.22

5.26 89.30

6.26 87.43

7.26 85.60

8.26 T 1 12/15/24
12/15/2024

2.21 2.21

2.13 2.21

2.21 2.21

2.21 2.21
5,000
205

4.39%
101

2.17%
0 0.00%
-98
-2.11%
-194
-4.17%
-288
-6.18%
-379
-8.14%
91282CDN8

1.00 97.28

2.27 95.21

3.27 93.19

4.26 91.22

5.26 89.30

6.26 87.43

7.26 85.60

8.26 T 1 12/15/24
12/15/2024

2.21 2.21

2.13 2.21

2.21 2.21

2.21 2.21
3,000
189

6.67%
93 3.27%
0 0.00%
-89
-3.15%
-175
-6.19%
-258
-9.11%
-338
-11.93%
9128286F2

2.50 100.84

2.24 97.62

3.24 94.53

4.24 91.55

5.23 88.68

6.23 85.92

7.22 83.26

8.22 T 2 1/2 02/28/26
02/28/2026

3.42 3.42

3.20 3.42

3.42 3.42

3.42 3.42
5,000
150

3.10%
74 1.53%
0 0.00%
-73
-1.50%
-144
-2.97%
-213
-4.40%
-281
-5.81%
9128286R6

2.25 99.83

2.36 98.31

3.35 96.83

4.34 95.38

5.33 93.95

6.32 92.57

7.30 91.21

8.29 T 2 1/4 04/30/24
04/30/2024

1.58 1.58

1.50 1.58

1.58 1.58

1.58 1.58
4,000
96 2.46%
47 1.21%
0 0.00%
-46
-1.19%
-92
-2.36%
-136
-3.50%
-180
-4.62%
912828V23

2.25 99.93

2.31 98.72

3.31 97.53

4.30 96.37

5.29 95.23

6.27 94.12

7.25 93.03

8.23 T 2 1/4 12/31/23
12/31/2023

1.25 1.25

1.20 1.25

1.25 1.25

1.25 1.25
5,000
120

2.46%
59 1.21%
0 0.00%
-58
-1.19%
-115
-2.36%
-171
-3.50%
-225
-4.62%
912828V23

2.25 99.93

2.31 98.72

3.31 97.53

4.30 96.37

5.29 95.23

6.27 94.12

7.25 93.03

8.23 T 2 1/4 12/31/23
12/31/2023

1.25 1.25

1.20 1.25

1.25 1.25

1.25 1.25
3,000
127

4.44%
63 2.19%
0 0.00%
-61
-2.13%
-121
-4.21%
-179
-6.23%
-236
-8.20%
9128283P3

2.25 100.00

2.25 97.85

3.25 95.75

4.25 93.71

5.25 91.72

6.25 89.78

7.25 87.89

8.25 T 2 1/4 12/31/24
12/31/2024

2.25 2.25

2.15 2.25

2.25 2.25

2.25 2.25
3,000
15 0.51%
8 0.26%
0 0.00%
-8
-0.25%
-15
-0.51%
-23
-0.76%
-30
-1.01%
912828N30

2.13 100.18

1.41 99.93

2.43 99.67

3.46 99.42

4.49 99.17

5.53 98.92

6.57 98.67

7.60 T 2 1/8 12/31/22
12/31/2022

0.25 0.25

0.25 0.25

0.25 0.25

0.25 0.25
2,815
37 1.32%
18 0.66%
0 0.00%
-18
-0.65%
-36
-1.29%
-53
-1.92%
-71
-2.54%
9128284S6

2.75 100.44

2.08 99.78

3.09 99.13

4.09 98.48

5.08 97.85

6.08 97.23

7.07 96.61

8.06 T 2 3/4 05/31/23
05/31/2023

0.67 0.67

0.65 0.67

0.67 0.67

0.67 0.67
5,000
120

2.45%
59 1.21%
0 0.00%
-58
-1.19%
-115
-2.35%
-171
-3.49%
-226
-4.61%
9128285U0

2.63 100.35

2.34 99.14

3.33 97.95

4.33 96.79

5.31 95.65

6.30 94.53

7.28 93.44

8.26 T 2 5/8 12/31/23
12/31/2023

1.25 1.25

1.19 1.25

1.25 1.25

1.25 1.25
5,000
302

6.35%
148

3.12%
0 0.00%
-143
-3.01%
-281
-5.91%
-414
-8.71%
-543
-11.41%
9128285T3

2.63 101.22

2.23 98.14

3.23 95.17

4.23 92.31

5.23 89.55

6.22 86.89

7.22 84.32

8.22 T 2 5/8 12/31/25
12/31/2025

3.25 3.25

3.04 3.25

3.25 3.25

3.25 3.25
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 37 of 44 ends

Portfolio ID: 6748 - 58411

Shocked CUSIP Analysis
-200
-100
Base
+100
+200
+300
+400
Par Value
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
CUSIP
Coupon
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Description
Maturity
WAL
WAL
Dur
WAL
WAL
WAL
WAL
WAL
3,000
181

6.35%
89 3.12%
0 0.00%
-86
-3.01%
-169
-5.91%
-249
-8.71%
-326
-11.41%
9128285T3

2.63 101.22

2.23 98.14

3.23 95.17

4.23 92.31

5.23 89.55

6.22 86.89

7.22 84.32

8.22 T 2 5/8 12/31/25
12/31/2025

3.25 3.25

3.04 3.25

3.25 3.25

3.25 3.25
Treasury/Agency
168,025
6,881

4.40%
3,455

2.21%
0 0.00%
-3,411
-2.18%
-6,741
-4.31%
-9,977
-6.37%
-13,118
-8.38%

1.23 97.25

2.36 95.21

3.30 93.15

4.28 91.12

5.27 89.14

6.26 87.22

7.25 85.35

8.25 2.35

2.35 2.19

2.35 2.35

2.35 2.35

2.35 1,000
6 0.57%
3 0.29%
0 0.00%
-3
-0.29%
-6
-0.58%
-9
-0.86%
-11
-1.14%
037833DE7

2.40 100.05

2.17 99.77

3.21 99.48

4.23 99.20

5.26 98.91

6.29 98.63

7.32 98.34

8.36 AAPL 2.4 01/13/23
01/13/2023

0.20 0.28

0.29 0.29

0.29 0.29

0.29 0.29
2,075
25 1.22%
12 0.60%
0 0.00%
-12
-0.60%
-24
-1.19%
-36
-1.77%
-48
-2.34%
166764BV1

1.14 99.36

2.20 98.76

3.20 98.17

4.20 97.58

5.20 97.00

6.19 96.43

7.19 95.86

8.18 CVX 1.141 05/11/23
05/11/2023

0.61 0.61

0.60 0.61

0.61 0.61

0.61 0.61
1,500
6 0.37%
3 0.20%
0 0.00%
-3
-0.21%
-6
-0.42%
-9
-0.62%
-12
-0.83%
92826CAC6

2.80 100.12

1.32 99.95

3.36 99.75

3.99 99.55

5.02 99.34

6.05 99.13

7.08 98.93

8.12 V 2.8 12/14/22
12/14/2022

0.08 0.08

0.21 0.21

0.21 0.21

0.21 0.21
5,000
53 1.08%
26 0.54%
0 0.00%
-26
-0.53%
-52
-1.06%
-78
-1.58%
-103
-2.09%
30231GBL5

1.57 99.59

2.34 99.05

3.35 98.52

4.36 98.00

5.36 97.48

6.37 96.97

7.37 96.47

8.38 XOM 1.571 04/15/23
04/15/2023

0.54 0.54

0.53 0.54

0.54 0.54

0.54 0.54
1,000
7 0.75%
4 0.39%
0 0.00%
-4
-0.41%
-8
-0.82%
-12
-1.22%
-16
-1.63%
30231GAR3

2.73 100.25

1.74 99.89

3.16 99.50

3.94 99.09

4.93 98.69

5.94 98.28

6.95 97.88

7.95 XOM 2.726 03/01/23
03/01/2023

0.25 0.25

0.40 0.42

0.42 0.42

0.42 0.42
Corporate
10,575
97 0.92%
49 0.46%
0 0.00%
-48
-0.46%
-96
-0.92%
-144
-1.37%
-191
-1.82%

1.85 99.72

2.09 99.27

3.29 98.81

4.22 98.35

5.23 97.90

6.24 97.45

7.25 97.01

8.26 0.43

0.44 0.46

0.47 0.47

0.47 0.47

0.47 245
3 1.23%
1 0.61%
0 0.00%
-1
-0.60%
-3
-1.20%
-4
-1.78%
-6
-2.36%
20033AYE0

3.10 100.43

2.41 99.82

3.41 99.21

4.41 98.61

5.41 98.02

6.40 97.44

7.40 96.86

8.39 ADS 3.1 05/15/23
05/15/2023

0.63 0.63

0.61 0.63

0.63 0.63

0.63 0.63
245
3 1.22%
1 0.60%
0 0.00%
-1
-0.60%
-3
-1.19%
-4
-1.77%
-6
-2.34%
17312QL23

3.15 100.49

2.33 99.88

3.33 99.28

4.33 98.69

5.33 98.10

6.33 97.52

7.32 96.95

8.32 C 3.15 05/11/23
05/11/2023

0.61 0.61

0.59 0.61

0.61 0.61

0.61 0.61
245
3 1.21%
1 0.60%
0 0.00%
-1
-0.59%
-3
-1.18%
-4
-1.76%
-6
-2.33%
61747MX30

3.15 100.49

2.32 99.89

3.32 99.29

4.32 98.70

5.32 98.12

6.32 97.54

7.31 96.97

8.31 MS 3.15 05/10/23
05/10/2023

0.61 0.61

0.59 0.61

0.61 0.61

0.61 0.61
245
3 1.22%
1 0.60%
0 0.00%
-1
-0.60%
-3
-1.19%
-4
-1.77%
-6
-2.34%
87164WWF1

3.15 100.49

2.33 99.88

3.33 99.28

4.33 98.69

5.33 98.10

6.33 97.52

7.32 96.95

8.32 SYF 3.15 05/11/23
05/11/2023

0.61 0.61

0.59 0.61

0.61 0.61

0.61 0.61
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 38 of 44 ends

Portfolio ID: 6748 - 58411

Shocked CUSIP Analysis
-200
-100
Base
+100
+200
+300
+400
Par Value
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
CUSIP
Coupon
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Description
Maturity
WAL
WAL
Dur
WAL
WAL
WAL
WAL
WAL
CD
980
12 1.22%
6 0.61%
0 0.00%
-6
-0.60%
-12
-1.19%
-17
-1.77%
-23
-2.35%

3.14 100.47

2.34 99.87

3.35 99.27

4.35 98.67

5.35 98.09

6.34 97.51

7.34 96.94

8.33 0.62

0.62 0.60

0.62 0.62

0.62 0.62

0.62 251
0 0.17%
0 0.09%
0 0.00%
0 -0.09%
0 -0.17%
-1
-0.26%
-1
-0.34%

PLMDLCAMP

0.30 100.17
-1.76
100.09
-0.73
100.00

0.30 99.91

1.33 99.83

2.37 99.74

3.42 99.66

4.46 CAMP
10/31/2022

0.08 0.08

0.09 0.08

0.08 0.08

0.08 0.08
35,080
60 0.17%
30 0.09%
0 0.00%
-30
-0.09%
-60
-0.17%
-90
-0.26%
-120
-0.34%

PLMDLLAIF

0.78 100.17
-1.28
100.09
-0.25
100.00

0.79 99.91

1.82 99.83

2.86 99.74

3.91 99.66

4.96 LAIF
10/31/2022

0.08 0.08

0.09 0.08

0.08 0.08

0.08 0.08
40,175
69 0.17%
35 0.09%
0 0.00%
-34
-0.09%
-69
-0.17%
-103
-0.26%
-138
-0.34%

PLMDLLAIF

0.78 100.17
-1.28
100.09
-0.25
100.00

0.79 99.91

1.82 99.83

2.86 99.74

3.91 99.66

4.96 LAIF
10/31/2022

0.08 0.08

0.09 0.08

0.08 0.08

0.08 0.08
37,299
64 0.17%
32 0.09%
0 0.00%
-32
-0.09%
-64
-0.17%
-96
-0.26%
-128
-0.34%

PLMDLLAIF

0.78 100.17
-1.28
100.09
-0.25
100.00

0.79 99.91

1.82 99.83

2.86 99.74

3.91 99.66

4.96 LAIF
10/31/2022

0.08 0.08

0.09 0.08

0.08 0.08

0.08 0.08
Other
112,804
194

0.17%
97 0.09%
0 0.00%
-97
-0.09%
-193
-0.17%
-290
-0.26%
-386
-0.34%

0.78 100.17
-1.28
100.09
-0.25
100.00

0.78 99.91

1.82 99.83

2.86 99.74

3.91 99.66

4.96 0.08

0.08 0.09

0.08 0.08

0.08 0.08

0.08 Total
292,384
7,183

2.56%
3,607

1.28%
0 0.00%
-3,562
-1.27%
-7,042
-2.51%
-10,428
-3.71%
-13,718
-4.89%

1.08 98.48

0.92 97.25

1.89 96.02

2.87 94.80

3.86 93.61

4.86 92.45

5.86 91.33

6.86 1

1.40 1.40

1.28 1.40

1.40 1.40

1.40 1.40
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 39 of 44 ends

Portfolio ID: 6748 - 58411

Portfolio Changes
New Securities 6/2022-9/2022
CUSIP
Sector
Security Description
Maturity
Coupon
Original Face
Book Price
Intent
3134GW4C7
Treasury/Agency
FHLMC 0.8 10/27/26
10/27/2026

0.80 5,000,000
100.00
AFS
Partial Buy6/2022-9/2022
CUSIP
Sector
Security Description
Maturity
Coupon
Original Face
Book Price
Intent
Redemption Type

PLMDLCAMP
Other
CAMP
10/31/2022

0.30 250,692
100.00
AFS
Same CUSIP buys

PLMDLLAIF
Other
LAIF
10/31/2022

0.78 112,553,660
100.00
AFS
Same CUSIP buys
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 40 of 44 ends

Portfolio ID: 6748 - 58411

Shocked Assumptions
Scenarios
Down 200
Down 100
Base
Up 100
Up 200
Up 300
Up 400
Shift Amount
-200
-100
0 100
200
300
400
Curve Slope Change
0 0
0 0
0 0
0 Shock Horizon
Immediate
Immediate
Immediate
Immediate
Immediate
Immediate
Immediate
Curve Type
Static
Static
Static
Static
Static
Static
Static
Valuation Date
2022-09-30
2022-09-30
2022-09-30
2022-09-30
2022-09-30
2022-09-30
2022-09-30
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 41 of 44 ends

Portfolio ID: 6748 - 58411

Report Assumptions
Assumptions
·

Calculation Engine
The Yield Book © and ZM Financial
·

Cash Flow Model
The Yield Book ©
·

Curve Date
Same as Portfolio As Of Date
·

Curve Type Used
Swap Curve
·

Curve Shape
Immediate Sustained Parallel Shocks
·

Price Shock Methodology
Constant OAS for fixed rate securities; immediate market shift for floating rate securities ·

Horizon Period
Immediate Time Horizon
·

Reinvestment Rate
3 Month T-Bill
·

Cost of Funds

1.00%
·

Tax Rate

21.0%
Additional Information
Rolloff Yield
- Rolloff Yield is the weighted average yield of the cashflows (maturities, calls and paydowns) that roll off during the noted time period. Ending Book Yield is the weighted average yield of the remaining securities at the noted time period.

Shocked Scenarios
- All shocked scenarios are instant and parallel and assume a sustained rate cycle from that point on. LIBOR OAS is held constant in order to generate shocked market scenarios and The Yieldbook was used to generate the projected cash flows. In shocked scenarios, 0.01% is considered the floor.

Bonds Likely to be Called
- The page identifies all callable agencies which will either be called or mature in the next 12 months in any of the shocked scenarios. The methodology used to determine the call assumes a small internal margin to account for the "cost to call." Municipals
- For taxable institutions, the above tax rate detailed - along with TEFRA adjustments for BQs - is used to calculate TEY unless otherwise input. Ratings are a blend of Moody's and Standard & Poors.

Duration
- Duration in the shocked detail section is generated by Yield Book.

Original Face
- If original face was not supplied, original face was estimated by dividing current face by current factor.

Yields
-
All yields are Yield to Projected Scenario. (Assumes 100% of The Yield Book prepayment model).

City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 42 of 44 ends

Portfolio ID: 6748 - 58411

The information contained herein has been prepared from sources believed reliable but is not guaranteed by Stifel and is not a complete summary or statement of all available data, nor is it to be construed as an offer to buy or sell any securities referred to herein. Opinions expressed are subject to change without notice and do not take into account the particular investment objectives, financial situation, or needs of investors. Employees of Stifel or its affiliates may, at times, release written or oral commentary, technical analysis, or trading strategies that differ from the opinions expressed within. No investments or services mentioned are available to "private customers" in the European Economic Area or to anyone in Canada other than a "Designated Institution." Stifel and/or its employees involved in the preparation or the issuance of this communication may have positions in the securities or options of the issuer/s discussed or recommended herein.

Securities identified herein are subject to availability and changes in price.

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Moreover, Stifel and its affiliates and their respective shareholders, directors, officers, and/or employees, may from time to time have long or short positions in such securities or in options or other derivative instruments based thereon.

Readers of this report should assume that Stifel or one of its affiliates is seeking or will seek investment banking and/or other business relationships with the issuer or issuers, or borrower or borrowers, mentioned in this report. Stifel ’
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High yield fixed income securities, or fixed income securities that don ’
t have credit ratings from nationally recognized statistical rating organizations, may be subject to greater fluctuations in price and greater risk of loss of income and principal, due to greater potential default risk by the associated borrowers than fixed income securities that have investment grade credit ratings from the nationally recognized statistical rating organizations.

All Moody
’
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’
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©
2022
Stifel, Nicolaus & Company, Incorporated | Member SIPC & NYSE, One South Street, Baltimore, MD 21202
. All rights reserved.

Disclaimer
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 43 of 44 ends

Portfolio ID: 6748 - 58411

Portfolio Exceptions
Hld
Exception
Sub
Indic
Par
Book
Market
ID
Description
CUSIP
Sector
Sector
Table
Security Description
Value
Price
Price
1 6380157
Called
594918BH6
Corporate
Industrial
CORP
MSFT 2.65 11/03/22
1,000
100.000
100.000
2 7357742
Called
3130A5DH9
AGY
FHLB 2.000 05/18/20 CALd
1,950
100.000
100.000
Portfolio Exceptions Summary
Total Par
Total Par
Total Par
% Par
Holding Count
Holding Count
Holding Count
% Count
From Customer
Excluded
In Analysis
Excluded
From Customer
Excluded
In Analysis
Excluded
295,334
2,950
292,384

1.00 %
52 2
50 3.85 %
City of Palmdale - Palmdale, CA
As of 9/30/2022

Page 44 of 44 ends

Portfolio ID: 6748 - 58411

PORTFOLIO REVIEW AND ANALYSIS
City of Palmdale - Successor Agency
Palmdale, CA
As of Date: 09/30/2022
Pricing as of: 09/30/2022
Date of Analysis: 10/11/2022

Book Value
5,408
# Securities
1 Average Size (Book)
5,408
Book Yield

0.79 Market Yield

0.79 $ Gain/Loss
0 % Gain/Loss

0.0%
Average Life

0.08 Average Life +300bps

0.08 % Price Change +100bps
-0.09
% Price Change +300bps
-0.26
Effective Duration

0.09 Effective Convexity

0.00 AFS / HTM%
100% / 0%
Fixed / Floating
100% / 0%
ESG/Green Par (000's)
$0 / $0
Portfolio Overview
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 2 of 26 ends

Portfolio ID: 6753 - 58411

Historical Portfolio Overview
09/30/2022
06/30/2022
05/31/2022
03/31/2022
Book Value
5,408
8,701
3,701
3,698
Book Yield

0.79 0.78

0.78 0.78
Book Yield (+100)

0.79 0.78

0.78 0.78
Book Yield (+300)

0.79 0.78

0.78 0.78
Book Yield (-100)

0.79 0.78

0.78 0.78
WAL

0.08 0.08

0.08 0.08
WAL (+100)

0.08 0.08

0.08 0.08
WAL (+300)

0.08 0.08

0.08 0.08
WAL (-100)

0.08 0.08

0.08 0.08
% Price Change (+100)
-0.1%
-0.1%
-0.1%
-0.1%
% Price Change (+300)
-0.3%
-0.3%
-0.2%
-0.2%
% Price Change (-100)

0.1%

0.1%

0.1%

0.1%
Effective Duration

0.09 0.09

0.08 0.08
Effective Convexity

0.00 0.00

0.00 0.00
$ Gain/Loss
0 0
0 0
% Gain/Loss

0.0%

0.0%

0.0%

0.0%
Principal Cash Flow 2 yrs out
100%
100%
100%
100%
Principal Cash Flow 2 yrs out (+100)
100%
100%
100%
100%
Principal Cash Flow 2 yrs out (+300)
100%
100%
100%
100%
Principal Cash Flow 2 yrs out (-100)
100%
100%
100%
100%
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 3 of 26 ends

Portfolio ID: 6753 - 58411

Portfolio Sector Summary
Portfolio
Par
Book
Market
% Price Change
Gain/(Loss)
Effective
AFS
Sector
%
Value
Cpn
Maturity
Value
Yield
Value
Yield
-100
+100
+300
$
%
WAL
Dur
Cvx
%
Cash & Other (1)
100.0%
5,408

0.78 0.1 yrs
5,408

0.79 5,408

0.79 0.1
-0.1
-0.3
0 0.0%

0.08 0.09

0.00 100 %
Other (1)
100.0%
5,408

0.78 0.1 yrs
5,408

0.79 5,408

0.79 0.1
-0.1
-0.3
0 0.0%

0.08 0.09

0.00 100 %
Total (1)
100.0%
5,408

0.78 0.1 yrs
5,408

0.79 5,408

0.79 0.1
-0.1
-0.3
0 0.0%

0.08 0.09

0.00 100 %
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 4 of 26 ends

Portfolio ID: 6753 - 58411

Shocked Analysis
-200
-100
Base
+100
+200
+300
+400
Par Value
5,408
5,408
5,408
5,408
5,408
5,408
5,408
Book Value
5,408
5,408
5,408
5,408
5,408
5,408
5,408
Market Value
5,417
5,412
5,408
5,403
5,399
5,394
5,389
Gain/(Loss)
9 5
0 -5
-9
-14
-19
Gain/(Loss) %

0.2%

0.1%

0.0%
-0.1%
-0.2%
-0.3%
-0.3%
Gain/(Loss) % - Chg from Base

0.2%

0.1%

0.0%
-0.1%
-0.2%
-0.3%
-0.3%
Book Price
100.00
100.00
100.00
100.00
100.00
100.00
100.00
Book Yield

0.79 0.79

0.79 0.79

0.79 0.79

0.79 Market Price
100.17
100.09
100.00

99.91 99.83

99.74 99.66
Market Yield
-1.28
-0.25

0.79 1.82

2.86 3.91

4.96 WAL

0.08 0.08

0.08 0.08

0.08 0.08

0.08 City of Palmdale - Successor Agency - Palmdale, CA As of 9/30/2022

Page 5 of 26 ends

Portfolio ID: 6753 - 58411

Price Risk & Market Value Change by Sector
AFS
HTM
% Change in Market Value from Level
Eff
% Change in Market Value from Level
Eff
Sector
-100
Mkt Value
+100
+200
+300
Dur
-100
Mkt Value
+100
+200
+300
Dur
Other

0.1%
5,408
-0.1%
-0.2%
-0.3%

0.1%
Total

0.1%
5,408
-0.1%
-0.2%
-0.3%

0.1%
Scenario Market Val
5,412
5,408
5,403
5,399
5,394
Scenario Gain/Loss
5 0
-5
-9
-14
Total Portfolio (AFS + HTM):
% Change in Market Val from Level
-200 bps

0.2%
-100 bps

0.1%
Level Market Val
5,408
+100 bps
-0.1%
+200 bps
-0.2%
+300 bps
-0.3%
+400 bps
-0.3%
Effective Duration

0.09 Effective Convexity

0.00 City of Palmdale - Successor Agency - Palmdale, CA As of 9/30/2022

Page 6 of 26 ends

Portfolio ID: 6753 - 58411

Peer Group Comparison
As of
Book
G/L
Book
Average Life
% Price Change
Effective
UST
Fix
Fix
Flt
Agy
Sm
Prv
CD &
%
%
Peer
Date
Value
%
Yield
Base
-100
+300
-100
+100
+300
Dur
Cvx
Agy
MBS
ARM
CMO
CMO
CMBS
Bus.

Label
Muni
Corp
Oth
Fixed
AFS
1 09/22
5,605
-2.5

2.10 1.5

1.5 1.5

1.4 -1.4
-4.2

1.4 0.0
6%
0%
0%
0%
0%
0%
0%
0%
0%
4%
89%
95%
100%
2 09/22
5,042
-10.5

0.90 3.2

3.2 3.2

3.0 -3.0
-8.7

3.0 0.1
95%
0%
0%
0%
0%
0%
0%
0%
0%
0%
5%
100%
100%
3 07/22
7,030
-4.6

1.98 3.8

3.6 3.8

3.2 -3.3
-9.8

3.3 -0.1
48%
0%
0%
0%
0%
0%
0%
0%
0%
0%
52%
100%
100%
4 09/22
7,106
-7.7

2.14 3.9

3.9 4.0

3.2 -3.1
-8.9

3.2 0.1
0%
18%
0%
17%
0%
0%
0%
0%
0%
3%
63%
100%
100%
5 08/22
7,989
-7.0

1.35 3.6

3.6 3.6

3.4 -3.3
-9.6

3.4 0.1
19%
0%
0%
0%
0%
0%
0%
0%
0%
3%
77%
100%
100%
6 09/22
8,000
-11.1

1.25 3.6

3.6 3.6

3.4 -3.3
-9.7

3.3 0.1
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
100%
7 08/22
8,653
-7.8

0.15 7.1

6.2 7.8

4.7 -4.7
-13.8

4.6 0.0
5%
0%
0%
0%
0%
0%
0%
0%
85%
3%
6%
100%
100%
8 09/22
9,490
-2.4

3.39 2.8

2.8 2.8

2.6 -2.5
-7.3

2.5 0.0
71%
0%
0%
0%
0%
0%
0%
0%
29%
0%
0%
100%
100%
9 06/22
9,701
-5.2

2.03 3.5

3.1 3.6

3.0 -3.1
-9.3

3.1 -0.1
15%
0%
0%
0%
0%
0%
0%
0%
0%
8%
77%
100%
0%
10 07/22
12,260
-4.4

1.79 2.4

2.3 2.4

2.3 -2.2
-6.4

2.2 0.1
0%
0%
0%
0%
0%
0%
0%
0%
21%
40%
38%
100%
100%
11 06/22
13,500
-2.6

0.63 1.5

1.4 1.5

1.4 -1.4
-4.2

1.4 0.0
67%
0%
0%
0%
0%
0%
0%
0%
0%
0%
33%
100%
0%
12 06/22
13,652
-4.7

1.51 2.6

2.6 2.7

2.5 -2.4
-7.1

2.4 0.0
27%
0%
0%
0%
0%
0%
0%
0%
25%
13%
35%
100%
100%
13 06/22
19,522
-5.4

1.31 3.0

2.9 3.0

2.7 -2.7
-8.1

2.7 -0.1
88%
0%
0%
0%
0%
0%
0%
0%
7%
0%
5%
100%
100%
14 08/22
19,783
-0.3

2.90 1.1

0.7 1.3

0.9 -1.0
-3.2

0.9 -0.1
100%
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
100%
15 09/22
22,544
-4.0

2.21 2.6

2.6 2.6

2.4 -2.3
-6.7

2.4 0.1
67%
0%
0%
0%
0%
0%
0%
0%
0%
0%
33%
100%
100%
16 09/22
22,939
-2.8

2.23 1.1

1.1 1.1

1.1 -1.1
-3.2

1.1 0.0
22%
0%
0%
0%
0%
0%
0%
0%
42%
1%
35%
99%
100%
17 06/22
34,681
-3.7

1.67 2.4

2.4 2.4

2.3 -2.3
-6.6

2.3 0.1
61%
0%
0%
0%
0%
0%
0%
0%
37%
0%
2%
100%
100%
18 08/22
38,264
-6.4

1.28 3.5

3.5 3.5

3.0 -3.1
-9.2

3.1 -0.1
71%
0%
0%
0%
0%
0%
0%
0%
0%
0%
29%
100%
100%
19 09/22
40,964
-9.1

1.88 3.9

3.8 3.9

3.2 -3.3
-9.9

3.3 -0.1
99%
0%
0%
0%
0%
0%
0%
0%
0%
0%
1%
100%
100%
20 09/22
41,972
-9.7

1.41 3.5

3.4 3.5

3.1 -3.1
-9.2

3.1 0.0
98%
0%
0%
0%
0%
0%
0%
0%
0%
0%
2%
100%
100%
21 07/22
48,923
-3.8

1.28 2.5

2.5 2.5

2.4 -2.4
-6.9

2.4 0.1
58%
0%
0%
0%
0%
1%
0%
9%
7%
24%
1%
96%
100%
22 06/22
61,791
-3.6

1.64 2.4

2.1 2.6

2.1 -2.2
-6.6

2.1 -0.1
61%
0%
0%
0%
0%
14%
0%
0%
0%
0%
25%
97%
100%
23 07/22
65,557
-6.4

1.87 4.7

4.1 6.3

3.9 -4.1
-12.3

4.1 -0.1
17%
17%
1%
34%
0%
4%
0%
0%
23%
0%
5%
98%
100%
24 09/22
66,022
-6.1

1.84 3.2

3.0 3.5

2.6 -2.8
-8.4

2.7 -0.2
82%
1%
0%
1%
0%
0%
0%
0%
0%
11%
7%
97%
100%
25 06/22
92,446

0.1 1.12

1.7 1.5

3.0 1.6
-2.1
-7.0

1.9 -0.6
75%
0%
0%
0%
0%
0%
0%
0%
0%
0%
25%
100%
100%
Avg
27,337
-5.3

1.67 3.0

2.9 3.2

2.6 -2.7
-7.8

2.6 0.0
54%
1%
0%
2%
0%
1%
0%
0%
11%
4%
26%
99%
92%
Port
5,408

0.0 0.79

0.1 0.1

0.1 0.1
-0.1
-0.3

0.1 0.0
0%
0%
0%
0%
0%
0%
0%
0%
0%
0%
100%
100%
100%
Diff
-21,930

5.3 -0.89
-2.9
-2.8
-3.1
-2.5

2.6 7.6
-2.6

0.0 -54%
-1%
0%
-2%
0%
-1%
0%
0%
-11%
-4%
74%
1%
8%
* Peer group includes Public Entitys that have received portfolio analysis from Stifel in the last three months with the closest portfolio book values.

City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 7 of 26 ends

Portfolio ID: 6753 - 58411

Summary Peer Comparison
Yield and Average Life Peer Comparison
Price Risk Peer Comparison
Each box contains the range of your peer group, the top and bottom of the boxes being the max and min. The gray box is the avg. of your peers within the range and the blue dot represents your position.

City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 8 of 26 ends

Portfolio ID: 6753 - 58411

Cash Flow and Rolloff Yield - Next 12 Months
Yield Rolloff
Month
Begin BY
Principal CF
Rolloff Yld
Ending BY
Oct 2022

0.79 5,408

0.79 Shocked Principal and Interest Cash Flow Analysis
Year
-200
-100
Base
+100
+200
+300
+400
Oct 2022
5,411
5,411
5,411
5,411
5,411
5,411
5,411
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 9 of 26 ends

Portfolio ID: 6753 - 58411

Cash Flow and Rolloff Yield - Next 10 Years
Yield Rolloff
Year
Begin BY
Principal CF
Rolloff Yld
Ending BY
2022

0.79 5,408

0.79 2023
2024
2025
2026
2027
2028
2029
2030
2031
Shocked Principal and Interest Cash Flow Analysis
Year
-200
-100
Base
+100
+200
+300
+400
2022
5,411
5,411
5,411
5,411
5,411
5,411
5,411
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 10 of 26 ends

Portfolio ID: 6753 - 58411

Sector Cash Flow - Next 12 Months
Oct 22
Nov 22
Dec 22
Jan 23
Feb 23
Mar 23
Apr 23
May 23
Jun 23
Jul 23
Aug 23
Sep 23
Bk Yld Chg
Other
Cash Flow
5,411
End BY
Total
Cash Flow
5,411
End BY
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 11 of 26 ends

Portfolio ID: 6753 - 58411

Sector Cash Flow - Next 3 Years
4Q22
1Q23
2Q23
3Q23
4Q23
1Q24
2Q24
3Q24
4Q24
1Q25
2Q25
3Q25
Bk Yld Chg
Other
Cash Flow
5,411
End BY
Total
Cash Flow
5,411
End BY
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 12 of 26 ends

Portfolio ID: 6753 - 58411

Gap Analysis - Potential Income Impact of Principal Reinvestment Assumed
Estimated
Income
Resulting
Reinvestment
Annualized
Difference from
Book
Yield
Income
Current Book
Yield

0.25 14
-29

0.25 0.50
27 -15

0.50 0.75
41 -2

0.75 1.00
54 12

1.00 1.25
68 25

1.25 1.50
81 39

1.50 1.75
95 52

1.75 2.00
108
66 2.00

2.25 122
79 2.25

2.50 135
93 2.50

2.75 149
106

2.75 3.00
162
120

3.00 3.25
176
133

3.25 3.50
189
147

3.50 3.75
203
160

3.75 4.00
216
174

4.00 4.25
230
187

4.25 4.50
243
201

4.50 4.75
257
214

4.75 5.00
270
228

5.00 5.25
284
241

5.25 5.50
297
255

5.50 5.75
311
268

5.75 6.00
324
282

6.00 6.25
338
296

6.25 6.50
352
309

6.50 6.75
365
323

6.75 7.00
379
336

7.00 7.25
392
350

7.25 7.50
406
363

7.50 7.75
419
377

7.75 8.00
433
390

8.00 Principal Maturing(12 Mo.Horizon): $5,408
Current Book Yield of Principal Maturing: 0.79%
Est. Annual Income at Current Book Yield: $42
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 13 of 26 ends

Portfolio ID: 6753 - 58411

Shocked Cash Flows By Sector - Next 10 Years
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 14 of 26 ends

Portfolio ID: 6753 - 58411

Cash Flows By Sector - Next 30 Years
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 15 of 26 ends

Portfolio ID: 6753 - 58411

Cash Flow Projection By Month - Next 5 Years
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 16 of 26 ends

Portfolio ID: 6753 - 58411

Other - Summary
Book
Market
G/L $
G/L %
WAL
Px Chg
Dur
Cvx
Sector
Par
Maturity
Price
Price
Base
Base
Base
-100
Base
Base
Subsector
%
Value
Cpn
Next Call
Value
Yield
Value
Yield
+ 300
+ 300
+ 300
+300
AFS %

0.1 yrs
100.00
100.00
0 0.0%

0.08 0.1

0.09 0.00
Cash & Other (1)
100.0%
5,408

0.78 5,408

0.79 5,408

0.79 -14
-0.3%

0.08 -0.3
100.0%

0.1 yrs
100.00
100.00
0 0.0%

0.08 0.1

0.09 0.00
Total (1)
100.0%
5,408

0.78 5,408

0.79 5,408

0.79 -14
-0.3%

0.08 -0.3
100.0%
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 17 of 26 ends

Portfolio ID: 6753 - 58411

Portfolio Considerations
Par
Book
Market
Gain/
Book
Eff.

Historical CPR
Proj. CPR
Loan
Sector
Cnt
Cpn
Maturity
Value
Price
Price
(Loss)
Yield
WAL
Dur
1 Mo.
3 Mo.

Life
Life
Count
Book Yield < 2%
1 0.78

0.1 yrs
5,408
100.00
100.00
0 0.79

0.1 0.09
Cash & Other
1 0.78

0.1 yrs
5,408
100.00
100.00
0 0.79

0.1 0.09
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 18 of 26 ends

Portfolio ID: 6753 - 58411

Key Portfolio Sorts
Top 10 Up 300 Market Value Changes (%)
Par
Book
Market
Book
% Px
Δ
$ Amt
Δ
G/L
Eff.

CUSIP
Sector
Description
Cpn
Maturity
Value
Price
Price
G/L
Yield
WAL
+300
+300
+300
Dur
INT

PLMDLLAIF
Cash & Other
LAIF

0.78 10/31/22
5,408
100.00
100.00
0 0.785

0.08 -0.26
-14
-14

0.09 AFS

0.78 5,408
100.00
100.00
0 0.785

0.08 -0.26
-14
-14

0.09 Top 10 Up 300 Market Value Changes ($)
Par
Book
Market
Book
% Px
Δ
$ Amt
Δ
G/L
Eff.

CUSIP
Sector
Description
Cpn
Maturity
Value
Price
Price
G/L
Yield
WAL
+300
+300
+300
Dur
INT

PLMDLLAIF
Cash & Other
LAIF

0.78 10/31/22
5,408
100.00
100.00
0 0.785

0.08 -0.26
-14
-14

0.09 AFS

0.78 5,408
100.00
100.00
0 0.785

0.08 -0.26
-14
-14

0.09 City of Palmdale - Successor Agency - Palmdale, CA As of 9/30/2022

Page 19 of 26 ends

Portfolio ID: 6753 - 58411

Key Portfolio Sorts
Top 10 Marked to Market Up 300 Loss Positions
Par
Book
Market
Book
% Px
Δ
$ Amt
Δ
G/L
Eff.

CUSIP
Sector
Description
Cpn
Maturity
Value
Price
Price
G/L
Yield
WAL
+300
+300
+300
Dur
INT

PLMDLLAIF
Cash & Other
LAIF

0.78 10/31/22
5,408
100.00
100.00
0 0.785

0.08 -0.26
-14
-14

0.09 AFS

0.78 5,408
100.00
100.00
0 0.785

0.08 -0.26
-14
-14

0.09 Top 10 Average Life Extension Up 300bps
Par
Book
Market
Book
% Px
Δ
Eff.

WAL
Chg in
CUSIP
Sector
Description
Cpn
Maturity
Value
Price
Price
G/L
Yield
+300
Dur
WAL
+300
WAL
INT

PLMDLLAIF
Cash & Other
LAIF

0.78 10/31/22
5,408
100.00
100.00
0 0.785
-0.26

0.09 0.08

0.08 0.00
AFS

0.78 5,408
100.00
100.00
0 0.785
-0.26

0.09 0.08

0.08 0.00
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 20 of 26 ends

Portfolio ID: 6753 - 58411

Other - CUSIP Detail
Coupon
Step
Maturity
Book
Market
Gain/(Loss)
% Px
Δ
Effective
Par
Type
Date
Proj.

Price
Price
%
-100
Dur
ESG/G
r
CUSIP
Ticker
Value
Rate
Rate
Final
Value
Yield
Value
Yield
$
+300
Cvx
Intent
Fixed
10/22
100.00
100.00

0.0%

0.1 0.09

PLMDLLAIF
5,408

0.784
10/31/22
5,408

0.79 5,408

0.79 0
-0.3

0.00 AFS
100.00
100.00

0.0%

0.1 0.09
Cash & Other
5,408

0.784
5,408

0.79 5,408

0.79 0
-0.3

0.00 100.00
100.00

0.0%

0.1 0.09
Total
5,408

0.784
5,408

0.79 5,408

0.79 0
-0.3

0.00 City of Palmdale - Successor Agency - Palmdale, CA As of 9/30/2022

Page 21 of 26 ends

Portfolio ID: 6753 - 58411

Shocked CUSIP Analysis
-200
-100
Base
+100
+200
+300
+400
Par Value
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
$ Amt
Δ
% Px
Δ
CUSIP
Coupon
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Mkt Px
Mkt Yld
Description
Maturity
WAL
WAL
Dur
WAL
WAL
WAL
WAL
WAL
5,408
9 0.17%
5 0.09%
0 0.00%
-5
-0.09%
-9
-0.17%
-14
-0.26%
-19
-0.34%

PLMDLLAIF

0.78 100.17
-1.28
100.09
-0.25
100.00

0.79 99.91

1.82 99.83

2.86 99.74

3.91 99.66

4.96 LAIF
10/31/2022

0.08 0.08

0.09 0.08

0.08 0.08

0.08 0.08
Other
5,408
9 0.17%
5 0.09%
0 0.00%
-5
-0.09%
-9
-0.17%
-14
-0.26%
-19
-0.34%

0.78 100.17
-1.28
100.09
-0.25
100.00

0.79 99.91

1.82 99.83

2.86 99.74

3.91 99.66

4.96 0.08

0.08 0.09

0.08 0.08

0.08 0.08

0.08 Total
5,408
9 0.17%
5 0.09%
0 0.00%
-5
-0.09%
-9
-0.17%
-14
-0.26%
-19
-0.34%

0.78 100.17
-1.28
100.09
-0.25
100.00

0.79 99.91

1.82 99.83

2.86 99.74

3.91 99.66

4.96 0

0.08 0.08

0.09 0.08

0.08 0.08

0.08 0.08
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 22 of 26 ends

Portfolio ID: 6753 - 58411

Portfolio Changes
Securities Sold/Redeemed 6/2022-9/2022
CUSIP
Sector
Security Description
Maturity
Coupon
Original Face
Book Price
Intent
Redemption Type

PLMDLLAIF
Other
LAIF
10/31/2022

0.78 5,407,822
100.00
AFS
Partial Sale
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 23 of 26 ends

Portfolio ID: 6753 - 58411

Shocked Assumptions
Scenarios
Down 200
Down 100
Base
Up 100
Up 200
Up 300
Up 400
Shift Amount
-200
-100
0 100
200
300
400
Curve Slope Change
0 0
0 0
0 0
0 Shock Horizon
Immediate
Immediate
Immediate
Immediate
Immediate
Immediate
Immediate
Curve Type
Static
Static
Static
Static
Static
Static
Static
Valuation Date
2022-09-30
2022-09-30
2022-09-30
2022-09-30
2022-09-30
2022-09-30
2022-09-30
City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 24 of 26 ends

Portfolio ID: 6753 - 58411

Report Assumptions
Assumptions
·

Calculation Engine
The Yield Book © and ZM Financial
·

Cash Flow Model
The Yield Book ©
·

Curve Date
Same as Portfolio As Of Date
·

Curve Type Used
Swap Curve
·

Curve Shape
Immediate Sustained Parallel Shocks
·

Price Shock Methodology
Constant OAS for fixed rate securities; immediate market shift for floating rate securities ·

Horizon Period
Immediate Time Horizon
·

Reinvestment Rate
3 Month T-Bill
·

Cost of Funds

1.00%
·

Tax Rate

21.0%
Additional Information
Rolloff Yield
- Rolloff Yield is the weighted average yield of the cashflows (maturities, calls and paydowns) that roll off during the noted time period. Ending Book Yield is the weighted average yield of the remaining securities at the noted time period.

Shocked Scenarios
- All shocked scenarios are instant and parallel and assume a sustained rate cycle from that point on. LIBOR OAS is held constant in order to generate shocked market scenarios and The Yieldbook was used to generate the projected cash flows. In shocked scenarios, 0.01% is considered the floor.

Bonds Likely to be Called
- The page identifies all callable agencies which will either be called or mature in the next 12 months in any of the shocked scenarios. The methodology used to determine the call assumes a small internal margin to account for the "cost to call." Municipals
- For taxable institutions, the above tax rate detailed - along with TEFRA adjustments for BQs - is used to calculate TEY unless otherwise input. Ratings are a blend of Moody's and Standard & Poors.

Duration
- Duration in the shocked detail section is generated by Yield Book.

Original Face
- If original face was not supplied, original face was estimated by dividing current face by current factor.

Yields
-
All yields are Yield to Projected Scenario. (Assumes 100% of The Yield Book prepayment model).

City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 25 of 26 ends

Portfolio ID: 6753 - 58411

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City of Palmdale - Successor Agency - Palmdale, CA
As of 9/30/2022

Page 26 of 26 ends

Portfolio ID: 6753 - 58411

City Council Staff Report
DATE: NOVEMBER 2, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: NEIGHBORHOOD SERVICES

PUBLIC SAFETY DIVISION
DISTRICT: ALL
SUBJECT: APPROVE FIRST AMENDMENT TO THE AGREEMENT WITH
KARMA RESCUE, INC. FOR ADMINSTRATION OF THE CITY’S LOW

COST SPAY AND NEUTER PROGRAM TO INCREASE THE
AGREEMENT BY $300,000 FOR A NEW NOT TO EXCEED TOTAL
OF $500,000.

ISSUE
Approve First Amendment to the agreement with Karma Rescue, Inc to administer a low or no cost spay and neuter program for Palmdale residents to increase the agreement by $300,000 for a new not to exceed total of $500,000.

RECOMMENDATION
Staff recommends that the City Council approve the agreement with Karma Rescue , Inc. in an amount not to exceed $500,000.00.

BACKGROUND
In an effort to reduce the number of animals that enter the Los Angeles County Palmdale Animal Care Center , and the associated cost staff examined options to aid in this reduction with a no or low cost spay and neuter program being one of the most effective measures. The first spay/neuter surgery took place on June 14, 2022, and since then more than 300 pets and feral cats have been served potentially preventing thousands of births.

DISCUSSION
On April 6, 2022, the City Council approved Agreement No. A-7837 with Karma Rescue Inc. to provide the administration of a low or no cost spay and neuter program . The agreement is for three (3) years with an option to extend the agreement for one (1) additional term of one (1) year, subject to availability of Measure AV funds. The initial agreement was in the amount of $ 200,000 and a dditional funding of $300,000 was approved in the Fiscal 2022 -2023 Annual Budget. The proposed First Amendment will increase the agreement total by $ 300,000 to a new not to exceed total of $500,000 for Report to Mayor and City Council
First Amendment to Agreement No. A-7837 Karma Rescue Inc.

November 2, 2022

Page 2 ends

program expenditures through April 7, 2025. An estimated 3,000 animals will receive spay or neuter services under the recommended three-year agreement.

FISCAL IMPACT
$500,000; funds for term of the First Amendment, November 2, 2022, through April 7, 2025, are budgeted and available in account 15725002-722400-1201.

STRATEGIC PLAN
Goal II: Ensure long-term fiscal health of the City and maintain funding for services.

A. Provide a low or no cost spay and neuter program for Palmdale residents thus reducing the number of animals entering the Palmdale Animal Care Center.

B. Increase education and awareness of the benefits of spay and neuter and its compliance with Ordinance 6.04.010- Adoption of Los Angeles County animal control ordinance, requiring all cats and dogs over four months of age to be spayed or neutered (Los Angeles County Code §10.20.350).

Prepared by: Kery German, Public Safety Supervisor
Certified as to availability of Funds: Janelle Samson, Director of Finance Approved by: Ronda Perez, Interim City Manager
Approved as to form: Scott E. Porter, Interim City Attorney

ATTACHMENTS

1. First Amendment to Agreement No. A-7837
First AMENDMENT TO AGREEMENT A-7837

BETWEEN THE CITY OF PALMDALE AND KARMA RESCUE, INC

This First Amendment to Agreement No. A-7837 (“Agreement”) between the City of Palmdale and KARMA RESCUE, INC is made and entered into this 2nd day of November, 2022 by and between the City of Palmdale (hereinafter called “CITY”) and KARMA RESCUE, INC (hereinafter called "KARMA RESCUE, INC.").

WHEREAS, the CITY and KARMA RESCUE, INC. entered into an agreement to provide:

Administration of the City's Low-Cost Spay and Neuter Program

WHEREAS, KARMA RESCUE, INC. represents that KARMA RESCUE, INC. has the expertise and is qualified to perform the services described in the Contract, and if required, is duly registered under the laws of the State of California.

NOW THEREFORE, the parties agree as follows:

1. The compensation identified in Section 5 is amended to increase the total amount of the Agreement by Three Hundred Thousand Dollars ($300,000), and new not to exceed of Five Hundred Thousand Dollars ($500,000) through April 7, 2025.

2. All other terms remain in full force and effect.

1-2Concord - Document ID: generated after first signature

In Witness Whereof, the parties hereto have caused this Contract to be executed and attested by their respective officers thereunto duly authorized.

CITY OF PALMDALE:

KARMA RESCUE, INC:

Steven D. Hofbauer Date
Mayor

Monica Wylie Date
Executive Director
ADDRESS FOR NOTICE:

CITY OF PALMDALE
38250 Sierra Hwy
Palmdale, CA 93550

ADDRESS FOR NOTICE:

KARMA RESCUE, INC
1158 26th Street, PMB 155, Santa
Monica, CA 90403
APPROVE AS TO FORM:

Scott E. Porter
Interim City Attorney

ATTEST:

Roxanne Faber
Acting City Clerk
ATTEST: If Corporation

Secretary

2-2Concord - Document ID: generated after first signature City Council Staff Report
DATE: NOVEMBER 2, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: CITY MANAGER DEPARTMENT

HUMAN RESOURCES
DISTRICT: ALL
SUBJECT: ADOPT RESOLUTION NO. CC 2022-093, A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF PALMDALE

AUTHORIZING THE CITY MANAGER TO RENEW THE

AGREEMENT WITH KAISER FOUNDATION HEALTH PLAN
AND AUTHORIZATION TO PAY ALL FEES.

ISSUE
Adopt Resolution No. CC 2022-093, A Resolution of the City Council of the City of Palmdale authorizing the City Manager to renew the agreement with Kaiser Foundation Health Plan and authorization to pay all fees.

RECOMMENDATION
Staff recommends that the City Counciladopt Resolution No. CC 2022-044, A Resolution of the City Council of the City of Palmdale authorizing the City Manager to renew the agreement with Kaiser Foundation Health Plan and authorization to pay all fees.

BACKGROUND
Staff recommends continuing to offer Kaiser health insurance to employees and retirees.

All full-time and benefited part-time employees are eligible to enroll in the Kaiser plan.

DISCUSSION
The City currently has an agreement with Kaiser Foundation Health Plan offering employees Kaiser as an option for their health insurance coverage. Renewing this agreement allows employees to continue their health insurance through Kaiser. The City offers both an HMO and HRA plan.

The City Manager will have the authority to renew the agreement between the City and Kaiser for up to three additional terms of one year each. In addition, the City Man ager shall have the authorization to pay the premiums and fees. The premiums and fees shall not exceed $800,000 per year.

Report to Mayor and City Council
Re: Resolution No. CC 2022-093
November 2, 2022

Page 2 ends

This will be the standard renewal agreement Kaiser uses with its clients. The changes are due to either new laws or changes in Kaiser policy.

Staff recommends the City Council adopt Resolution No. CC 2022-093 authorizing the City Manager to renew the agreement with Kaiser Foundation Health Plan and authorization to pay all fees.

FISCAL IMPACT
Funds are budgeted in the FY 2022-23 budget and no further allocation of funds is required by the City Council.

STRATEGIC PLAN
Goal IV: Maintain a desirable community where everyone wants to live, work and play.

Objective:

C. Invest in staff and other human resource strategies to attract and retain a highly qualified, diverse, and creative workforce.

Prepared by: Garrett Rickert, Sr Human Resources Analyst Certified as to availability of Funds: Janelle Samson, Director of Finance Approved by: Ronda Perez, Interim City Manager
Approved as to form: Scott E. Porter, Interim City Attorney

ATTACHMENTS

1. Resolution No. CC 2022-093

CITY COUNCIL

CITY OF PALMDALE, CALIFORNIA
RESOLUTION NO. CC 2022-093

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALMDALE

AUTHORIZING THE CITY MANAGER TO RENEW THE AGREEMENT

WITH KAISER FOUNDATION HEALTH PLAN AND AUTHORIZATION

TO PAY ALL FEES

NOW THEREFORE, BE IT RESOLVED, THE CITY COUNCIL OF THE CITY OF

PALMDALE DOES HEREBY FIND, DETERMINE, RESOLVE AND ORDER AS FOLLOWS:

WHEREAS, the City of Palmdale currently has an agreement with Kaiser Foundation Health Plan; and
WHEREAS, the City of Palmdale finds it desirous to continue the agreement.

NOW, THEREFORE BE IT RESOLVED THAT:

SECTION 1. The City Manager has authority to renew the agreement between the City of Palmdale and Kaiser Foundation Health Plan for an additional three terms of one year each.

SECTION 2. The City Manager has authorization to pay all premiums and fees not to exceed $800,000 annually.

SECTION 3. The City Clerk shall certify to the adoption of this resolution.

PASSED, APPROVED and ADOPTED this this 2nd day of November, 2022. _________________________________
Approved as to form: Steven D. Hofbauer, Mayor
ATTEST:
___________________________ _________________________________ Scott E. Porter Rochelle Scott, Acting City Clerk
Interim City Attorney
Resolution No. CC 2022-093

Page 2 of 2 ends

I, Rochelle Scott, Acting City Clerk of Palmdale, California, do hereby certify that the foregoing resolution was duly passed, approved, and adopted by the City Council of the City of Palmdale at a regular meeting of said Council held on the 2 nd day of November, 2022:

AYES:

NOES:___________________________________________________________ ABSTAIN:______________________ABSENT:___________________________ Date:

Rochelle Scott, Acting City Clerk
City Council Staff Report
DATE: NOVEMBER 2, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: CITY MANAGER DEPARTMENT

HUMAN RESOURCES
DISTRICT: ALL
SUBJECT: ADOPT RESOLUTION NO. CC 2022-094, A RESOLUTION OF THE

CITY COUNCIL OF THE CITY OF PALMDALE AUTHORIZING THE

CITY MANAGER TO NEGOTIATE AND EXECUTE AGREEMENT S
FOR STOP LOSS INSURANCE COVERAGE FOR THE CITY’S SELF-

FUNDED MEDICAL PLAN AND AUTHORIZATION TO PAY ALL
FEES.

ISSUE
Adopt Resolution No. CC 2022-094, A Resolution of the City Council of the City of Palmdale authorizing the City Manager to negotiate and execute agreements for stop loss insurance coverage for the City’s self-funded medical plan.

RECOMMENDATION
Staff recommends that the City Counciladopt Resolution No. CC 2022-094, “A Resolution of the City Council of the City of Palmdale authorizing the City Manager to negotiate and execute an agreement for stop loss insurance coverage for the City’s self-funded medical plan.”

BACKGROUND
In a separate resolution before the City Council ( City of Palmdale Resolution No. CC 2022-092), staff is recommending the City Council authorize the City Manager to renew the agreement with Benefit & Risk Management Services for third party administration services for the City’s health benefit plans. If Resolution No. CC 2022-092 is approved, stop loss insurance is required for the City’s self-funded health insurance plan.

DISCUSSION
City staff will continue working with its consultant, David Turner of Turner Consulting and Actuarial LLC, in acquiring the necessary coverage. In addition to being the City’s broker for stop loss insurance, Mr. Turner provides actuarial services relating to the City’ s self- insured health insurance plan.

Report to Mayor and City Council
Re: Resolution No. CC 2022-094
November 2, 2022

Page 2 ends

This item (Resolution No. CC 2022-094) will give the City Manager authorization to enter into a one-year agreement, as stop loss insurance needs to be put into place on January 1, 2023. The City Manager will be authorized to pay all fees pursuant to that agreement.

The City Manager would also be granted similar authority for up to three additional one- year terms, provided that the premiums for each such additional year does not exceed $600,000.

Staff recommends the City Council adopt Resolution No. CC 2022-094 authorizing the City Manager to negotiate and execute an agreement for stop loss insurance coverage for the City’s self-funded medical plan.

FISCAL IMPACT
Funds are budgeted in the FY 2022-23 budget and no further allocation of funds is required by the City Council.

STRATEGIC PLAN
Goal IV: Maintain a desirable community where everyone wants to live, work and play.

Objective:

C. Invest in staff and other human resource strategies to attract and retain a highly qualified, diverse, and creative workforce.

Prepared by: Garrett Rickert, Sr Human Resources Analyst Certified as to availability of Funds: Janelle Samson, Director of Finance Approved by: Ronda Perez, Interim City Manager
Approved as to form: Scott E. Porter, Interim City Attorney

ATTACHMENTS

1. Resolution No. CC 2022-094

CITY COUNCIL

CITY OF PALMDALE, CALIFORNIA
RESOLUTION NO. CC 2022-094

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALMDALE

AUTHORIZING THE CITY MANAGER TO NEGOTIATE AND EXECUTE

AGREEMENTS FOR STOP LOSS INSURANCE COVERAGE FOR THE
CITY’S SELF-FUNDED MEDICAL PLAN AND AUTHORIZATION TO

PAY ALL FEES

NOW THEREFORE, BE IT RESOLVED, THE CITY COUNCIL OF THE CITY OF

PALMDALE DOES HEREBY FIND, DETERMINE, RESOLVE AND ORDER AS FOLLOWS:

WHEREAS, stop loss insurance is required for the City’s self-funded health insurance plan;
NOW, THEREFORE BE IT RESOLVED THAT:

SECTION 1. The City Manager is hereby granted the authority to negotiate and execute a one-year agreement for stop-loss insurance coverage for the City’s self- funded medical plan, provided that such contract price shall not exceed $600,000 for one year. Additionally, for up to three additional one-year terms, the City Manager is granted the authority to execute a one-year agreement, provided that the contract price in each additional year does not exceed $600,000.

SECTION 2. The City Manager has authorization to pay all fees pursuant to those agreements.

SECTION 3. The City Clerk shall certify to the adoption of this resolution.

PASSED, APPROVED and ADOPTED this this 2nd day of November, 2022. _________________________________
Approved as to form: Steven D. Hofbauer, Mayor
ATTEST:
___________________________ _________________________________ Scott E. Porter Rochelle Scott, Acting City Clerk
Interim City Attorney
Resolution No. CC 2022-094

Page 2 of 2 ends

I, Rochelle Scott, Acting City Clerk of Palmdale, California, do hereby certify that the foregoing resolution was duly passed, approved, and adopted by the City Council of the City of Palmdale at a regular meeting of said Council held on the 2 nd day of November, 2022:

AYES:

NOES:___________________________________________________________ ABSTAIN:______________________ABSENT:___________________________ Date:

Rochelle Scott, Acting City Clerk
City Council Staff Report
DATE: NOVEMBER 2, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: CITY MANAGER DEPARTMENT

HUMAN RESOURCES
DISTRICT: ALL
SUBJECT: ADOPT RESOLUTION NO. CC 2022-092, A RESOLUTION OF

THE CITY COUNCIL OF THE CITY OF PALMDALE

AUTHORIZING THE CITY MANAGER TO EXECUTE THE

AGREEMENT WITH BENEFIT & RISK MANAGEMENT
SERVICES (A-8134) AND AUTHORIZATION TO PAY ALL
FEES.

ISSUE
Adopt Resolution No. CC 2022-092, A Resolution of the City Council of the City of Palmdale authorizing the City Manager to renew the agreement with Benefit & Risk Management Services and authorization to pay all fees.

RECOMMENDATION
Staff recommends that the City Counciladopt Resolution No. CC 2022-092, A Resolution of the City Council of the City of Palmdale Authorizing the City Manager to Execute the Agreement with Benefit & Risk Management Services and Authorization to Pay All Fees.

BACKGROUND
The City currently has an agreement with Benefit & Risk Management Services (BRMS) to administer the City’s health benefit plans and retiree health insurance obligations. The current contract will expire December 31, 2022. BRMS has been administering the City’s health insurance plan since 2011. Staff requests the authority to continue to contract with BRMS.

DISCUSSION
City staff continues to work with its consultant, David Turner of Turner Consulting and Actuarial LLC, providing actuarial services relating to the City’s self -insured health insurance plan. The City’s plan is fully funded and is reviewed on an annual basis. In addition, staff meets with the related vendors annually to review the resources and services available to employees.

The City Manager will have authority to enter into the Agree ment for an initial one -year term, which will start January 1, 2023. The agreement, if approved, would authorize the Report to Mayor and City Council
Re: Resolution No. CC 2022-092
November 2, 2022

Page 2 ends

City Manager to extend the term of the agreement for up to an additional three terms of one year each, for a maximum total of four years. The contract includes a total not-to- exceed amount of $1,000,000, over the life of the agreement (of up to four years). The resolution establishes that the City Manager would have authorization to pay all administrative fees and costs incurred under the plan as outlined in Exhibit One of the Agreement.

The City will continue to self-fund its health benefit program with BRMS as the third-party administrator. The services BRMS will provide include, but are not limited to, the following: plan design, participant enrollment, claims processing, provider bill processing, claims payment, reporting, trend analysis, utilization reviews, disease management, coordination with stop loss insurance, pharmacy benefit management services, and day- to-day customer service.

Staff recommends the City Council adopt Resolution No. CC 2022-092 authorizing the City Manager to renew the agreement with Benefit & Risk Management and authorization to pay all fees.

FISCAL IMPACT
Funds are budgeted in the FY 2022 - 2023 budget and no further allocation of funds is required by the City Council.

STRATEGIC PLAN
Goal IV: Maintain a desirable community where everyone wants to live, work and play.

Objective:

C. Invest in staff and other human resource strategies to attract and retain a highly qualified, diverse, and creative workforce.

Prepared by: Garrett Rickert, Sr Human Resources Analyst Certified as to availability of Funds: Janelle Samson, Director of Finance Approved by: Ronda Perez, Interim City Manager
Approved as to form: Scott E. Porter, Interim City Attorney

ATTACHMENTS

1. Resolution No. CC 2022-092

CITY COUNCIL

CITY OF PALMDALE, CALIFORNIA
RESOLUTION NO. CC 2022-092

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PALMDALE

AUTHORIZING THE CITY MANAGER TO EXECUTE THE AGREEMENT

WITH BENEFIT & RISK MANAGEMENT SERVICES AND

AUTHORIZATION TO PAY ALL FEES

NOW THEREFORE, BE IT RESOLVED, THE CITY COUNCIL OF THE CITY OF

PALMDALE DOES HEREBY FIND, DETERMINE, RESOLVE AND ORDER AS FOLLOWS:

WHEREAS, the City of Palmdale currently has an agreement with Benefit & Risk Management Services; and
WHEREAS, the City of Palmdale finds it desirous to continue the agreement.

NOW, THEREFORE BE IT RESOLVED THAT:

SECTION 1. The City Manager is hereby granted the authority to enter into an one- year agreement between the City of Palmdale and Benefit & Risk Management Services. The City Manager is also granted authority to extend the term of such agreement for up to three additional one-year terms for a total term of up to four years.

SECTION 2. The Agreement includes a not-to-exceed amount of $1,000,000 over the total term of the agreement (of up to four years). The City Manager has authorization to pay all administrative fees and costs incurred under the plan as outlined in Exhibit One of the Agreement, up to that maximum of $1,000,000.

SECTION 3. The City Clerk shall certify to the adoption of this resolution. [continued on next page]
Resolution No. CC 2022-092

Page 2 of 2 ends

PASSED, APPROVED and ADOPTED this 2nd day of November, 2022. _________________________________
Approved as to form: Steven D. Hofbauer, Mayor
ATTEST:
___________________________ _________________________________ Scott E. Porter Rochelle Scott, Acting City Clerk
Interim City Attorney
I, Rochelle Scott, Acting City Clerk of Palmdale, California, do hereby certify that the foregoing resolution was duly passed, approved, and adopted by the City Council of the City of Palmdale at a regular meeting of said Council held on the 2 nd day of November, 2022 by the following roll call vote:

AYES:

NOES:___________________________________________________________ ABSTAIN:______________________ABSENT:___________________________ Date:

Rochelle Scott, Acting City Clerk
Agreement No. A-8134
AGREEMENT NO. A-8134

AGREEMENT FOR THIRD PARTY ADMINISTRATION SERVICES

BETWEEN THE CITY OF PALMDALE AND
BENEFIT & RISK MANAGEMENT SERVICES, INC. (BRMS)
THIS HEALTH PLAN ADMINISTRATION SERVICE AGREEMENT is effective the date it is executed by the City of Palmdale, which date is referred to herein as "Effective Date" by and between City of Palmdale, with an address of 38300 Sierra Hwy. Suite A, Palmdale, CA 93550, referred to as "CITY" and Benefit & Risk Management Services, Inc., a corporation organized under the laws of the state of California, referred to as "BRMS".

RECITALS
A. CITY desires to establish a health benefit plan, as well as a plan for post employment benefits ("the "Plan") for certain eligible participants and their eligible dependents (the "Participants"); and
B. BRMS represents that they have the experience, knowledge and expertise to assist CITY to design, establish and administer such health benefit plans and post employment benefits; COBRA administration, consolidated billing services, dental administration, vision administration and;
C. CITY desires to engage BRMS and BRMS desire to provide services to CITY as described below.

NOW THEREFORE, the parties agree as follows:

SECTION I - DUTIES OF BRMS

1.1 Employee Self-insured Health Plan - Plan Design. BRMS shall consult with CITY in connection with the CITY's concepts and desires for the design and development of a plan of health benefits for CITY employees (the “Plan”). With the advice of and in reliance on the expertise of BRMS, CITY will provide direction to BRMS who shall prepare for CITY approval, the Plan, including the Plan Document, the Summary Plan Description, identification cards, and other materials relating to the Plan.

1.2 Health Reimbursement Arrangement – Plan Design - BRMS shall consult with CITY in connection with the CITY's concepts and desires for the design and development of a Health Reimbursement Arrangement for CITY employees (the “HRA”). With the advice of and in reliance on the expertise of BRMS, CITY will provide direction to BRMS who shall prepare for CITY approval, the HRA plan, including the Plan Document, the Summary Plan Description, identification cards, and other materials relating to the HRA. The HRA plan is intended to qualify as an employer-provided medical reimbursement plan under Code § 105 and 106 and regulations issued there under, and as a health reimbursement arrangement as defined under IRS Agreement No. A-8134

Page 2 of 25 ends

Notice 2002-45. The Medical Care Expenses reimbursed under the HRA plan are intended to be eligible for exclusion from participating Employees' gross income under Code § 105(b).

1.3 Health Reimbursement Arrangement – Benefits. BRMS shall administer the HRA Plan and reimburse Participants for Medical Care Expenses, paid by the Participant, up to the unused amount in the Participant's HRA account. Medical Care Expenses covered by the HRA plan will consist of those expenses eligible for payment by the Employee Self –Insured Health Plan. The order of benefit payment shall be: 1) the Employee Self-Insured Health Plan; 2) the HRA Plan; 3) the Employee funded Flexible Spending Account Plan; then 4) the Employer funded Flexible Spending Account Plan.

1.4 Retiree Health Benefits Plan - Plan Design. BRMS shall consult with CITY and shall design and prepare for CITY approval a plan for retiree health benefits, including a transition to defined contribution accounts from the current defined benefit plan. BRMS shall identify participant groups for whom a defined benefit to defined contribution conversion is appropriate; evaluate benefits, account balances and monthly contributions for defined contribution-eligible Participants; and work with the CITY on the communication and implementation of benefit plan changes.

1.5 Retiree Health Benefits Plan – Administration. BRMS shall assist the CITY in determining the annual contributions to the Retiree Health Reimbursement Arrangement Plan and the Retiree Health Premium Supplement Plan for the Voluntary Employees’ Beneficiary Association (VEBA) Trusts which are exempt under Internal Revenue Code Section 501(c)(9).

BRMS shall provide administrative services to include the processing and reimbursement of submitted claims and the quarterly reporting of account(s) activity to each participating employee. Funding for these claims shall be from the Schwab VEBA Trust. BRMS shall perform these services within the framework of policies, rules, interpretations and procedures approved and adopted by CITY.

1.6 Claims Processing. BRMS shall receive and review claims for benefits under the Plan, consistent with industry standards, to determine the benefits payable, if any, in accordance with the terms and conditions of the Plan. BRMS shall complete its review of all claims after claims are received by BRMS in accordance with applicable laws, regulations, and Plan Document.

BRMS shall not be responsible for the loss of any discount taken on claims where the loss is due to matters beyond BRMS control, such as missing information or delays in the submission of a claim by other parties. BRMS shall notify Participants within thirty (30) business days of its determination of benefits payable, or a need for further information, or rejection of the claim in accordance with the claims regulations.

1.7 Claims Payment. BRMS shall notify CITY of amount of funds required to pay claims processed by BRMS weekly. BRMS shall pay claims in the order processed to the extent that sufficient funds are available from CITY. All contested claims will be subject to the appeal procedures set forth in the Plan.

1.8 Participant Enrollment. BRMS shall determine if a Participant is enrolled under the Plan based on eligibility and other information provided by the CITY or its employees.

Agreement No. A-8134

Page 3 of 25 ends

1.9 Reporting For Claim Processing - Self-insured Health Plan. BRMS shall provide a monthly accounting of claim processing to include the following as determined by CITY:

Standard Monthly Reports
(a) Paid Claims Listing
(b) Paid Claims Recap
(c) Aggregate Loss Report

1.10 Plan Records. BRMS shall maintain adequate Plan records relating to the services it provides pursuant to this Agreement and shall permit inspection and audit by CITY of all records obtained and kept by BRMS pursuant to this Agreement including BRMS’s charges to CITY.

BRMS shall make such records available to CITY during normal business hours upon reasonable notice. Nothing herein shall convert such records into public records, and they will be available only to CITY and any specified public agencies. BRMS shall retain all data and other “records” relating to the performance of this Agreement for a period of seven (7) years after the completion of this Agreement unless a longer period of time is required by state or federal law, in which event BRMS shall retain its records for the time required by such laws. All documents, including, but not limited to, research, field notes, investigations, analysis reports, studies, computer programs and other deliverables, prepared, supplied or created under this Agreement are the sole property of CITY. BRMS shall furnish CITY, upon its request, originals or reproducible or electronic copies of reports, studies and of all other documents listed above.

1.11 Confidential Records.
(a) BRMS and CITY shall comply with applicable laws and regulations regarding confidentiality or privacy of medical records and other Plan records, and cooperate to ensure such compliance.
(b) Access to confidential information by any entity other than CITY shall be allowed only when the CITY authorizes the release in writing to BRMS except as specified under (d) below. BRMS may disclose such information to its business associates as necessary for performances under this Agreement. BRMS shall hold its business associates to the same standards of confidentiality outlined in this Agreement. (c) BRMS shall maintain Plan records in its possession, for the Plan year to which they relate and for the seven (7) year period following such Plan year, except, upon termination of this Agreement, BRMS may turn over to CITY all Participant and Plan records in its possession. BRMS shall maintain the Plan records in accordance with applicable laws and regulations.
(d) During the time Plan records are in its custody or control, BRMS shall take all reasonable precautions to prevent disclosure or use for a purpose unrelated to administration of the Plan. In addition to uses and disclosures permitted for administration of benefits, BRMS shall disclose such information only (i) in Agreement No. A-8134

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response to a court order; (ii) for an examination conducted by an authorized state governmental authority, or by the federal government under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"); (iii) to an issuer of a stop loss policy purchased by CITY; (iv) or at the request of CITY; (v) or with written consent of the Plan Participant or his or her legal representative.

1.12 Audits. BRMS shall, upon reasonable written notice from CITY, allow CITY or its authorized agent to inspect or audit all records and files maintained by BRMS at the office of BRMS during BRMS business hours or at the expense of CITY, BRMS shall provide files and records to CITY at CITY offices. CITY shall be responsible for all costs associated with the inspection or audit unless the audit reveals negligence in Plan administration or overcharging by BRMS, in which case BRMS shall reimburse CITY the full cost of the audit. (a) Any agent or auditor that has access to the records and files maintained by BRMS shall agree not to disclose any proprietary or confidential information of BRMS. (b) The CITY shall provide to BRMS within 30 days of completion of the audit process, copies of any reports on the audit performed. The location, length and frequency of all audits must be reasonable.

1.13 Professional Assistance. With the prior written approval of CITY, BRMS may retain accountants, attorneys, or other service providers mutually deemed necessary to assist BRMS in Plan administration. CITY shall reimburse BRMS as mutually agreed upon by the parties for the expenses incurred for such assistance.

1.14 Subcontractors. BRMS shall not delegate, subcontract or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of CITY. This Agreement has been awarded to BRMS based partially on the key personnel proposed to perform the services required herein. BRMS shall not change nor substitute any of the key staff for work on this Agreement without prior written approval by CITY. All services required under this Contract shall be performed by BRMS, or under BRMS’s direct supervision, and all personnel shall possess the qualifications, permits and licenses required by State and local law to perform such services.

1.15 Stop Loss Insurance - Self-insured Health Plan. BRMS shall assist CITY in the submission of claims for benefits payable under such coverage.

1.16 Employee Assistance Program (EAP) – BRMS shall assist City in the administration of the EAP program.

1.17 Governmental Audits. If CITY is investigated or audited by any state or federal governmental agency, BRMS shall assist CITY in responding and shall fully cooperate with such agency's lawful requests for information. CITY shall pay any and all costs of such investigation or audit.

1.18 General Efficiency. BRMS shall provide Plan Administrative services in a timely and good and workmanlike manner and shall be responsible for the completeness and accuracy of its Agreement No. A-8134

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services and work and documents resulting there from, and CITY shall not be responsible for discovering deficiencies or mistakes in the work performed by BRMS. BRMS shall correct any deficiencies or errors without additional compensation and without cost to CITY, except to the extent any such deficiency is directly attributable to deficiencies in CITY-furnished information.

1.19 Contact. BRMS shall be responsive to communications from Plan Participants and City staff and shall return phone calls and respond to email or other correspondence promptly, not to exceed two business days.

1.20 Vbas Service
a) Defined. “Vbas” shall mean the machine readable version of the computer software provided by BRMS in connection with and as a material part of the Services. b) Vbas License. Subject to the terms and conditions of this Agreement, BRMS hereby grants to Employer a non-exclusive, non-transferable and non-assignable license to access Vbas solely (i) through the Site; (ii) by and through Employer’s Authorized Users; (iii) for Employer’s internal business purposes and for no other purpose.

BRMS hereby grants Employer a non-exclusive, non-transferable and non-assignable license to use the documentation, instructional materials and user guides for Vbas which BRMS may make generally available to BRMS’ customers and in the form (paper or electronic) selected by BRMS (collectively, the “Documentation”). c) No Other Rights. Other than the license granted under Section 1.20 (b), all right, title and interest in and to Vbas, the Documentation, and all portions of the foregoing, including all intellectual property rights (e.g. patent, trade secret, copyright, trademark and similar rights), shall remain the property of BRMS or its licensors, as applicable. Employer’s use of third-party programs in conjunction with Vbas is not covered by this Agreement and will be governed solely by the terms and conditions of the applicable third party license agreements. Any rights not expressly licensed hereunder are reserved by BRMS.
d) Restrictions. To the maximum extent allowed by applicable law, neither Employer nor its Authorized Users (defined below) shall reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code of any software located on the Site or utilized in connection with the Service, including Vbas. Neither Employer nor its Authorized Users shall (i) disassemble, unbundle or cause the disassembly or unbundling of Vbas for any purpose; (ii) use Vbas on a service bureau or time share basis or to provide services to third parties; (iii) distribute, copy, rent, lease, sublicense or otherwise transfer Vbas to any third party; (iv) grant any third party, other than an Authorized User, access to Vbas; or (iv) modify Vbas for any purpose.

Any modifications or configurations made to Vbas shall be made by BRMS and shall be the sole and exclusive property of BRMS.
e) Principle User. Employer will designate a single individual to act as the “Principle User” for Employer’s use of Vbas. BRMS will provide the Principle User with a password to access and use Vbas. Principle User will have the ability to add, change Agreement No. A-8134

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or delete Employer Information on Vbas. Principle User will have the sole authority to grant or delete Vbas access privileges to Authorized Users (defined below).

Employer is responsible for the designation of the Principle User and shall notify BRMS immediately by written notice should Employer wish to designate a replacement for the Principle User. Employer is solely responsible for the activation and deactivation of access for its Authorized Users.
f) Access to Vbas by Authorized Users. An individual shall be an “Authorized User” only so long as he/she is (i) an employee, contractor or agent of Employer who has received a valid password from the Principle User. BRMS recommends that the Employer have each Authorized User execute an Electronic Signature Authorization form (an “Authorization”) available from BRMS. Employer is responsible for obtaining, maintaining and storing signed Authorizations and will be solely responsible for any liability or action that results directly from providing access to Vbas to any Authorized Users from whom Employer did not obtain a signed Authorization.
g) Passwords. Each Authorized User shall be issued a unique user name and password by the Principle User. Employer agrees and shall cause each Authorized User to agree, that no user name or password will be utilized at any time by any person other than the Authorized User to whom such user name or password was originally assigned. Upon written notice to BRMS, Employer may terminate an Authorized User’s access and substitute a new Authorized User. Employer shall be solely responsible for all activities of its Authorized Users and any party who accesses Vbas through a password issued to Employer or an Authorized User. Employer agrees to immediately notify BRMS if Employer becomes aware of: (i) any loss or theft of any password, or (ii) any unauthorized use of any password, or (iii) any indication that anyone has or may have entered inaccurate, conflicting or inappropriate information into Vbas.
h) Electronic Signature. Employer agrees on its own behalf and on behalf of its employees, to adopt as its/their signature an employer identification code and a password, which is to be affixed to or contained in each transmission sent by such party (“Signature”). Employer hereby agrees and authorizes, on its own behalf and on behalf of its Employees, that its/their Signature shall act as its/their formal signature for all internet based transactions among Employer, its employees, BRMS, vendors and any and all third parties. The initial Signature will be provided by BRMS to the Principle User in confidence. While using Vbas, the Principle User and Employer’s employees will have the ability to change their Signature at any time.

Employer agrees and authorizes, on its own behalf and on behalf of its employees that any Signature of Employer affixed to or contained in any electronic document shall be sufficient to verify that Employer executed such document and authorized the actions contemplated thereby. Such Signature shall be treated in all respects as having the same effect as an original handwritten signature. In each case in this Section, where Employer purports to bind either its Authorized Users or its employees or both, Employer represents and warrants to BRMS that Employer has Agreement No. A-8134

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the express authority to bind such Authorized Users and/or employees and understands that BRMS is expressly relying on such representation as a material inducement to BRMS’ willingness to enter into this Agreement. i) Employer Information. Employer shall populate Vbas with the accurate and timely information necessary for use of Vbas by Employer and its Authorized Users including, employment, personal and payroll information on employees; contact information on each contracted vendor; benefit packages; and rates, payment, eligibility, contact, broker of record, benefits, coverage, enrollment information on each contracted Plan and employee handbook information (collectively the “Employer Information”). Employer is solely responsible for the accuracy of the Employer Information on Vbas.
j) Maintenance of Records. During the term of this Agreement, BRMS will maintain electronic records on Vbas pertaining to the use thereof by Employer and its Authorized Users. BRMS will also maintain electronic records of transactions among BRMS, third party vendors, the Employer and Authorized Users using Vbas. It is the responsibility of Employer to download (electronically or on paper) the Employer Information from Vbas prior to the termination of this Agreement. Except as specifically provided in this Section, BRMS will not be responsible for storing copies of the Employer Information for archiving or back-up purposes. k) Accessibility of Records. Employer shall have access to all Employer Information available through Vbas during the term of this Agreement. Following termination of an Employee’s benefits or of a Plan, BRMS will maintain the relevant electronic records in a manner accessible to Employer on Vbas for twenty-four (24) months following the termination of the subject employee or Plan (provided this Agreement remains in effect for such period).
l) Security. BRMS will utilize security mechanisms reasonable in its sole discretion to protect the confidentiality and integrity of the Employer Information provided to Vbas.
m) Right to Change Vbas. BRMS shall have the right in its sole discretion to change Vbas at any time, provided that BRMS shall provide Employer with thirty (30) days notice of any material change to the functionality of Vbas. BRMS is under no obligation to make any changes to Vbas that Employer may request. n) Connection to Vbas. Employer, at its own expense, shall provide and maintain the equipment, software, communication lines, services and testing necessary to effectively and reliably transmit and receive documents and information over the Internet to and from Vbas.
o) Agreements and Contracts with Vendors. Employer acknowledges that it and its employees may, through the use of Vbas and otherwise, enter into separate agreements with vendors. The terms of such agreements shall be at the sole discretion of, and enforceable solely against, the parties thereto. BRMS makes no Agreement No. A-8134

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warranties or representations regarding, and shall have no liability with respect to, any coverage, right to coverage, eligibility, claims, enrollment, benefits, premiums, conditions, exclusions or any other terms which may be available or agreed to under any such agreements and/or policies issued by or entered into with such third party vendors.

SECTION II - DUTIES OF CITY

2.1 Determination of Benefits. CITY shall have final authority in establishing the terms and conditions of the Plan. In addition, CITY shall also have final authority to determine Participant and claim eligibility.

2.2 Compliance with Law. BRMS and CITY shall, together, comply with all legal requirements applicable to the Plan and satisfy any and all reporting notice, disclosure, and filing requirements imposed by applicable laws and regulations.

2.3 Provision of Information. The CITY shall provide to BRMS, without charge, all data, program information, including reports, records, applications, enrollment forms and other information, now in CITY’s possession, which may facilitate the timely performance of this Agreement. CITY shall review and provide input and approval on all plan documents, to BRMS in a timely manner.

2.4 Distribution of Information. The CITY shall be responsible for distributing to Participants all information and forms necessary for enrollment, continued eligibility and submission of claims for benefits under the Plan and as required by law. CITY shall be responsible for providing current addresses of employees and Participants and for distribution of all information and forms returned to BRMS for lack thereof.

2.5 Participant Eligibility Information. CITY shall provide eligibility and other necessary Plan data to BRMS in the format provided by BRMS that shall include a complete list of all current Participants. CITY shall notify BRMS in writing as soon as reasonably possible of the effective date of each change, addition, and termination with respect to the eligibility of Participants. CITY shall be the sole and final determination of issues regarding the eligibility of Participants under the Plan.

2.6 Control of Plan Assets. CITY shall have absolute authority with respect to the control, management, investment, disposition, and utilization of Plan and/or general assets, and BRMS shall neither have nor be deemed to exercise any discretion, control, or authority with respect to the disposition of Plan and/or general assets.

2.7 Price. CITY shall pay to BRMS an amount not to exceed One Million Dollars ($1,000,000) for performance of all the services described herein, which sum shall include all costs or expenses incurred by BRMS, payable as set forth in Exhibit A, attached hereto and made a part of by reference.

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(a) BRMS shall submit to CITY a monthly application for payment that shall include a clear, detailed invoice reflecting work being billed for, enrollment numbers for each plan, and all backup documentation supporting costs for which reimbursement is sought. BRMS shall send this invoice notification to CITY’s Human Resource and Finance Department, seven (7) days prior to the first day of the month, detailing the aggregate amount due for all contracted expenses other than claims. (b) If the number of Participants covered by the Plan changes by ten percent (10%) or more when compared to the number of Participants covered upon initial enrollment, the administration fee may be adjusted as mutually agreed upon by the parties. If the parties are unable to agree upon an adjustment, then either party may terminate this Agreement upon one hundred eighty days written notice to the other party. (c) If the CITY requires BRMS to reprocess claims or deviate from the Plan (including, but not limited to, reprocessing claims due to retroactive changes in Plan design, extra contractual approval of claims, inaccurate eligibility information, etc.), BRMS reserves the right to charge the claim reprocessing fee specified in Exhibit A for these services.
(d) BRMS may charge CITY their actual copying cost for the reproduction of Plan records that BRMS is required to submit governmental agencies. CITY shall reimburse BRMS for reasonable fees charged by medical providers for information reasonably requested by BRMS and necessary to perform its duties under this Agreement.

2.8 Taxes. CITY shall be solely responsible for all withholding, deposit, and reporting requirements of federal, state, and local authorities applicable to payment of benefits under the Plan, unless otherwise included as a service under this Agreement.

2.9 Legal Obligations. CITY shall possess ultimate responsibility and authority for the design, funding, and operation of the Plan and for its compliance with ERISA and all other applicable laws and regulations, however, CITY has retained BRMS to provide its expertise in meeting those requirements and is entitled to rely on the legal and tax advice, expertise and direction of BRMS in regards to BRMS’s administration of the CITY’s ERISA plans. Further, CITY represents and warrants to BRMS that it's funding of the Plan (whether by means of a trust or the general assets of CITY) complies with applicable law.

2.10 Participant Reimbursement. CITY may collect funds from Participants for reimbursement of the CITY for a portion of the costs of providing benefits under the Plan. Failure to collect any such reimbursements shall not relieve CITY from any of its obligations under this Agreement.

Participant reimbursements will be used only to reimburse CITY for claims for benefits under the Plan, and will not be used to pay insurance premiums or fees.

2.11 Escheat. CITY shall be solely responsible for compliance with and remittances due under applicable escheat laws of any jurisdiction as such laws may be applied with respect to benefit payments under the Plan, provided, however, CITY is entitled to rely on the expertise and advice of BRMS.

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2.12 COBRA Compliance. BRMS shall be responsible for all aspects of compliance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (COBRA) for benefit Plans including Kaiser plans. CITY will provide notice to BRMS of each Plan Participant's effective date of termination from employment from the City to enable BRMS to determine employee’s COBRA continuation and the date such COBRA continuation ceases. BRMS will be entitled to rely upon the information provided by CITY pertaining to employment termination.

SECTION III - FUNDING

3.1 Receipt of Funds. Any funds received by BRMS for or on behalf of others providing services or products to the CITY are held by BRMS in a fiduciary capacity where required by applicable law. BRMS shall immediately remit such funds to the third parties.

3.2 Claims Payment Account. CITY shall establish and maintain an account (the "Claims Account") during the terms of this Agreement. CITY acknowledges that benefit payments will be made after CITY is notified of the total dollar amount of such payments.

3.3 Plan Recoveries. BRMS will promptly pay CITY as an agent of the Plan the net amount of all coordination of benefit recoveries, duplicate payment recoveries, subrogation, and similar recoveries received by BRMS for the benefit of CITY.

3.4 Payment Records. BRMS will keep records of all payments made on behalf of CITY.

3.5 Authorization for Plan Benefit Payments. CITY authorizes BRMS to initiate debit entries for approved benefit payments under the Plan, and to initiate, if necessary, credit entries and adjustments for any debit entries made in error, and refunds received for the CITY's Plan account(s).

SECTION IV – CONSOLIDATED BILLING SERVICES

4.1 Common Remitter / Consolidated Billing. BRMS shall assign a billing administrator who will perform the on-going enrollment processes and the production of monthly billing statements for BRMS services. The billing administrator shall maintain records of enrollments into plans that are accurate, timely and in compliance with the plans rules. The billing administrator shall also provide to CITY human resource support for eligibility and benefit questions. BRMS shall provide:
(a) Enrollment services and eligibility maintenance
(b) Production of billing statements
(c) Bill reconciliation
(d) Carrier notifications and remittance of premium
(e) Assistance with benefit enrollment questions

4.2 HIPAA Services. BRMS shall provide the following services required of the CITY to comply with the Health Insurance Portability and Accountability Act of 1996 (HIPAA).

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(a) Certification of Coverage. BRMS shall provide Certification of Coverage forms for Plan Participants who lose coverage under the Plan on or after the effective date of this Agreement as required by HIPAA.
(b) Data Requirements. The Certification of Coverage will contain information based on eligibility and termination data provided from CITY to BRMS as of the date the form is generated. Additional data requirements will be provided by the CITY upon notice from BRMS within thirty (30) days to allow BRMS to complete the Certification of Coverage notice to the Plan Participant.
(c) Notification of Termination. CITY will notify BRMS within thirty (30) days of a Participant’s termination from the Plan and eligibility to receive a Certification of Coverage.

4.3 Duties of CITY. CITY shall provide BRMS with the enrollment information that will give an accurate total of the number of Participants covered under the Plan. CITY shall also provide BRMS with all other information relating to the Plan and its Participants necessary to perform billing services in accordance with this Agreement and warrants the accuracy of information provided. CITY agrees to hold BRMS harmless against all claims to the extent BRMS relies on such information provided by the CITY.

4.4 Billing and Payment. BRMS shall prepare a single monthly billing to the CITY. The CITY shall make full payment for all amounts billed, including the Administrative Service Fee on or before the 1st day of the month for which the billing is made. Should adjustment to a bill be necessary, such adjustments will be confirmed in writing and will be reflected on the subsequent billing.

SECTION V - MEDICAL MANAGEMENT SERVICES

5.1 Medical Management Services. BRMS and/or Anthem Blue Cross of California shall provide to CITY the following medical management services:
(a) Preadmission review of proposed hospital confinements. (b) Concurrent review of hospital confinements and discharge plans. (c) Prospective and concurrent review of certain ancillary services. (d) Prospective and concurrent review of care of inpatient mental health and substance abuse conditions.
(e) Maternity management review including educational material for expectant members.

5.2 Medically Necessary. BRMS and/or Anthem Blue Cross of California shall determine if a service or supply is medically necessary for the diagnosis or treatment of an accidental injury, Agreement No. A-8134

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sickness, or pregnancy. This determination shall be based on, and consistent with, standards customarily and reasonably recognized as appropriate by the medical community, with consideration as to whether the service or supply meets the Plan definition of medically necessary. The determination that a service or supply is not medically necessary may apply to the entire service or supply or to any part of the service or supply. BRMS’s determination may be appealed by participants in accordance with the Plan appeal provisions.

5.3 Authorization of Benefits Payment. BRMS and/or Anthem Blue Cross of California will make a recommendation for payment of Plan benefits if BRMS determines that the service or supply is medically necessary providing that the service or supply is covered under the other Plan provisions. If the review is prospective or concurrent, the authorization shall include appropriate conditions, such as verification of current and continued eligibility of the Plan Participant. BRMS shall advise providers and Participants that its review is a recommendation of medical necessity only and not a confirmation of eligibility or a determination of benefit coverage.

5.4 Denial of Benefit Payment. If BRMS and/or Anthem Blue Cross of California determines the service or supply is not medically necessary, BRMS shall notify the Participant of the denial and the right to appeal the denial. This notification shall comply with HIPAA and ERISA requirements for adverse benefit determinations.

5.5 Plan Notification Requirements. BRMS shall verify whether Participants have met any Plan notification requirement prior to receiving specified health care services and supplies.

5.6 Telephone Access. Participants will have access to a toll-free 1-800 number to contact BRMS and/or Anthem Blue Cross of California for medical/surgical review services pursuant to the Plan.

5.7 Reports. Once each month, BRMS shall prepare and provide to CITY standard medical cost management services reports for each of the services listed above.

5.8 Confidentiality. BRMS shall keep all claim payment information that identifies an individual Plan Participant confidential and shall not disclose such information except as authorized, as necessary for administration of benefits, or to the extent required by applicable law.

SECTION VI – DISEASE/CASE MANAGEMENT SERVICES

6.1 Disease/Case Management Services. BRMS will assess for the appropriateness of Disease/Case Management involvement for certain conditions of a Participant who is incurring or is eligible for benefits under the Plan as follows:
(a) If it is determined that the Participant's condition is appropriate for Disease/Case Management involvement, BRMS will work with the Participant's health care provider to develop recommendations for an appropriate and cost-effective course of treatment for the condition.

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(b) If the Participant's health care provider and the Participant decide to follow the recommended course of treatment, it will be paid for by the Plan, to the extent the items and service provided in the course of treatment are covered by the Plan.

6.2 Alternate Care Proposal. For purposes of this Agreement, Alternate Care Proposal shall mean an alternate utilization proposal for health care services, which includes cost-effective appropriate care alternatives that are not otherwise covered by the Plan.

6.3 Authorization of CITY. If the course of treatment developed includes items or services which are not otherwise covered by the Plan, and the Participant and the Participant's health care provider decide to follow the course of treatment, the Alternate Care Proposals will be presented to the CITY and any reinsurance carrier. If the CITY in conjunction with the reinsurance carrier agrees to the Alternate Care Proposal, the items and services that are part of the Alternate Care Proposal will be paid for by the Plan.

6.4 Benefit Plan. For purposes of providing Alternate Care Proposals, CITY will include in its Plan a provision that CITY may, in its sole judgment and without waiver of any Plan provision, pay for services not otherwise covered under the terms of the Plan, if such services are safe and a cost-effective alternative to benefits otherwise provided under the Plan.

6.5 Duties of City – Medical Information. CITY acknowledges that, in order for BRMS to perform its duties and obligations under this Agreement, medical providers may be required to furnish BRMS with medical information.
(a) CITY will provide Plan Participants with an authorization form that shall:
(i) authorize the release to BRMS of medical information, and (ii) authorize BRMS to release medical information to CITY. (b) If CITY requests medical information from BRMS, such request shall constitute CITY's representation and warranty that it has a valid authorization for BRMS to release the requested information.
(c) BRMS may require CITY to provide a copy of a valid authorization for the Plan Participant whose information is sought or may require Plan Participant to execute and deliver to BRMS a valid authorization prior to the release of the requested medical information.

SECTION VII - RECOVERY AND SUBROGATION SERVICES

7.1 Recovery and Subrogation Services. CITY desires to utilize BRMS as a recovery and subrogation service, and CITY acknowledges that BRMS will perform recovery and subrogation services and the CITY will cooperate with BRMS in an effort to assist BRMS to perform this services, therefore, the parties agree as follows:

7.2 Claims. If required by the terms of the Plan, BRMS shall withhold payment of claims pending compliance by the Plan Participant with terms and requirements of the Plan.

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SECTION VIII – PRESCRIPTION DRUG SERVICES

8.1 Prescription Drug Services. CITY desires to participate in BRMS’s arrangement with the Pharmacy Benefit Management Services (PBM) for the provision of prescription drug and drug utilization review services and mail order pharmacy program through the PBM pharmacy network, therefore, the parties agree that PBM shall provide the following services:
(a) Eligibility. BRMS shall provide eligibility information to PBM weekly. BRMS shall cause PBM to enter the eligibility information provided by BRMS into its system.

BRMS shall provide Identification cards to CITY for each Plan Participant's use at PBM contracted pharmacies.
(b) Confidential Information. BRMS shall require PBM to keep all claim payment information which identifies an individual Plan Participant confidential and to not disclose such information except to the extent required or permitted by state or federal law.
(c) Drug Utilization Review Services. BRMS shall cause PBM to provide drug utilization review services in accordance with the PBM system and pursuant to the arrangement between BRMS and PBM. As a part of these services BRMS will cause dispensing pharmacists to be alerted by an online message when potential therapeutic conflicts or excessive therapy are detected. BRMS shall provide CITY with mid-year and annual reports detailing the PBM drug utilization review program and the savings resulting from the program.
(d) Prescription Drug Formulary. BRMS will cause PBM to implement and maintain a prescription drug formulary program to provide optimal drug therapy. CITY understands and agrees that by using the drug formulary program, CITY designates such program as its exclusive formulary arrangement and will comply with any requirements such as distribution of formulary documents to Participants, if required.

SECTION IX - FLEXIBLE SPENDING ADMINISTRATION
Duties and Responsibilities of BRMS

9.1 Flexible Spending Account Plan Document. BRMS shall prepare for City review and approval the Flexible Spending Account Plan Document detailing the provisions and conditions of the Plan.

9.2 Flexible Spending Account Plan Administration. BRMS shall provide monthly Flexible Spending Account Plan administrative services. Administrative services include the processing and reimbursement of submitted claims and the monthly reporting of account(s) activity to each participating employee. BRMS shall perform these services within the framework of policies, rules, interpretations and procedures approved and adopted by CITY.

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9.3 Flexible Spending Account Plan Reports. BRMS shall provide monthly reports to CITY as follows:
(a) Claims Reimbursement Report detailing the disbursements of the Flexible Spending Account Plan;
(b) Payment History Report detailing the Participant’s account activity; and provide accounting services on behalf of the Flexible Spending Account Plan sufficient to show the account balances regarding the benefit elections of eligible Participants; (c) An Account Balance Report summarizing year-to-date account activity for each Participant’s account.

Duties and Responsibilities of the CITY

9.4 Flexible Payment Account. CITY shall establish and maintain a bank account in its name during the term of this Agreement. CITY authorizes BRMS to prepare checks drawn on the bank account on behalf of CITY. It shall be CITY’s responsibility to make funds available in the account sufficient to cover checks issued. All funds deposited by or on behalf of CITY and any interest earnings from this account shall remain the property of CITY.

9.5 Provision of Information.
(a) CITY shall conduct a Flexible Spending Account Plan enrollment prior to the first day of each Flexible Spending Account Plan year in accordance with standard enrollment procedures established in the Plan. CITY shall collect enrollment forms from all eligible employees and verify the accuracy and completeness of the forms. (b) BRMS shall provide CITY with the appropriate enrollment forms. CITY shall provide BRMS with a complete list of all Participants and their election status. (c) CITY shall verify all employment terminations and family status changes to ensure compliance with the Flexible Spending Account Plan and notify BRMS of additions and terminations of Participants in the Flexible Spending Account Plan in a timely manner.

9.6 Plan Documents. BRMS shall provide copies of all Flexible Spending Account Plan documents to CITY.

9.7 Payroll. CITY will make all necessary and appropriate changes in CITY’s payroll and insure that all employee W-2 forms accurately reflect such changes.

9.8 Claim Forms. BRMS will maintain and provide Participants with the forms for requests for reimbursement under the Flexible Spending Account Plan.

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9.9 Compliance. BRMS shall satisfy any and all reporting and disclosure requirements imposed on the Flexible Spending Account Plan under applicable law. (a) BRMS acknowledges that it is responsible for proper administration of the Flexible Spending Account Plan, including the handling of any contributions not paid to Participant pursuant to the Flexible Spending Account Plan. (b) In the event the Flexible Spending Plan fails to meet any required discrimination tests, BRMS will take such action as is necessary to bring the Flexible Benefit Spending Account Plan into compliance with such requirements.

9.10 Determination of Benefits. CITY shall have final authority in establishing the terms and conditions of the Flexible Spending Plan. In addition, CITY will have final authority to determine Participant and claim eligibility.

9.11 Administrative Fees. CITY shall pay BRMS each month the fees described in Exhibit A for Flexible Spending Plan administration.

9.12 Eligibility. CITY shall provide initial and updated eligibility information regarding the Flexible Spending Account Plan to BRMS.

SECTION X – COBRA ADMINISTRATION
Duties and Responsibilities of BRMS

10.1 COBRA Administration. BRMS shall provide COBRA administration services to CITY for all health plans provided to CITY employees and retirees, including but not limited to, Kaiser, Dental and Vision benefit plans as follows:

10.2 Plan Records. BRMS shall maintain records of all qualifying events reported by CITY.

BRMS shall also maintain records of all notices, acceptances, or rejections of election of COBRA continuation coverage, applicable COBRA contributions, length of COBRA coverage, and any subsequent qualifying events.

10.3 Billing and Receipt of COBRA Contributions. BRMS shall collect premium from all continuing Qualifying Beneficiaries (QB). The CITY shall determine the amount of premium charged. Balance of premiums collected from QB shall be refunded to the CITY.

10.4 Plan Reports. BRMS shall separately account for QB who have elected COBRA continuation coverage. Upon termination of this Agreement, BRMS shall provide to CITY all COBRA administration records and files. BRMS shall arrange for the delivery of the COBRA administration records and files to CITY or its authorized agent.

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10.5 Election Notice. BRMS shall provide QB who are eligible for COBRA continuation with notice of their COBRA continuation rights upon receipt from CITY of the information required under Section 2.1. BRMS shall mail the Notice to Plan Participants to the address provided by CITY within fourteen (14) calendar days from receipt of notification from CITY.

10.6 COBRA Termination Notice. If QB fails to make required premium payments in a timely manner, and in no case later than the end of the grace period established for payment of premium, coverage will be terminated. BRMS shall issue lapse notices, upon termination of coverage due to a QB failure to make full or timely premium payment, or 30 days prior to the expiration of the maximum continuation period provided for by Federal and State regulation.

10.7 New Employee Notice. BRMS shall provide a customized template of the General Notice that the CITY will distribute to notify new employees of their rights under COBRA and of all Plan changes on a timely basis in compliance with applicable laws and regulations.

10.8 Vendor Placement & Assistance. At the expressed request of the CITY, BRMS will assist the CITY with the marketing and presentation of vendors as they pertain to services represented in this contract. Decision on all efforts is at the final discretion of the CITY.

Duties and Responsibilities of the CITY

10.9 Notification of Qualifying Event. CITY will notify BRMS within thirty (30) days of an employee’s termination, reduction of work hours, death, or other qualifying event as required under COBRA or such other timeframe as required by the State. The notification will include the following information:
(a) name, social security number or employee ID number, date of birth, and current address of Qualified Beneficiary;
(b) date and type of qualifying event;
(c) type and level of Plan benefits that applied to Qualified Beneficiary as of the date of the Qualifying Event;
(d) employee date of birth if different from Qualified Beneficiary.

10.10 Election Period. Upon receiving notice from CITY that a qualifying event has occurred, BRMS shall cause the records to reflect a termination of coverage as stipulated in the Plan’s Summary Plan Description. If QB elects continuation within the 60-day election period, BRMS shall reinstate continued coverage retroactively upon receipt of premium.

10.11 COBRA Contribution Amount. CITY shall have final responsibility for establishing monthly COBRA premiums. BRMS will assist in the process.

Agreement No. A-8134

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10.12 Final Authority. CITY shall have final authority to decide all questions, including matters of clerical error, concerning Plan Participants’ eligibility for continued coverage under the Plan.

10.13 Existing COBRA Participants. As soon as reasonably possible after the commencement of the Effective Date of this Addendum, CITY will provide BRMS with (a) information regarding each Plan Participant who has currently elected COBRA continuation and remains covered under the Plan, and (b) information regarding each Plan Participants (i) who is eligible for COBRA continuation, (ii) whose qualifying event occurred no earlier than sixty (60) days prior to the effective date of this Addendum, and (iii) who has not received notice of his or her right to continue coverage under the Plan and (iv) whose continuation coverage period would begin on or after the effective date of this Addendum. BRMS will have no obligation under this Addendum, for COBRA Administration services for any Plan Participant not identified by CITY as required by this section.

10.14 Administrative Fees. CITY will pay BRMS each month the fees shown in Exhibit A for COBRA administration.

10.15 Notification of Plan Changes. CITY will notify all “pending enrolled”, qualified Participants and COBRA Participants of changes in the Plan which affect the benefits provided to Plan Participants.

SECTION XI – DENTAL & VISION CLAIMS ADMINISTRATION

11.1 BRMS will provide claims administration for Dental and Vision in accordance with the claim administration procedures outlined in Section I of this agreement.

SECTION XII - LIABILITY AND INDEMNIFICATION

12.1 Funding. BRMS is not responsible or liable for (i) the payment of claims for benefits under the Plan, unless CITY has provided the funds to BRMS.

12.2 Insurance. BRMS shall not under any circumstances be considered the insurer or underwriter of any liability to provide benefits under the Plan.

12.3 Discretion. BRMS shall not have any discretion or authority with respect to the control, handling, investment, or disposition of Plan and/or general assets. BRMS shall have no power to add to, subtract from, or modify, any terms of the Plan, or to change or add any benefit provided under the Plan or to waive or fail to apply any requirements for eligibility for a benefit under the Plan.

12.4 Reliance on Data. BRMS shall not be responsible or liable to any person for any acts or omissions made pursuant to any direction, consent, or other request reasonably believed by BRMS to be genuine and from an authorized representative of CITY. BRMS is not responsible or liable for acts or omissions made in reliance on any erroneous data provided by CITY or the failure of CITY to perform its obligations under this Agreement.

Agreement No. A-8134

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12.5 Representations. Both parties are entitled to rely, and shall be fully protected and indemnified by the other party in relying upon, the oral and written representation of the other party, to the extent that such reliance is not grossly negligent.

12.6 Performance of Duties. It is agreed and understood that BRMS does not insure or underwrite the liability of CITY under the Plan. CITY retains the ultimate responsibility for claims made under the Plan and all authorized expenses incident to this Plan other than those that are incurred by BRMS in the discharge of its obligations under this Agreement.

12.7 Indemnification. Each party shall indemnify, defend and hold the other party and it's officers, agents, and employees harmless from and against any and all liabilities, damages, claims, actions, and costs (including, without limitation, attorneys' fees and expert witnesses' fees) which may arise out of that party’s (i) disclosure of any medical information or (ii) which arise out of, or are in any way related to, that party’s acts, errors or omissions, or those of its employees or agents.

SECTION XIII - TERM AND TERMINATION

13.1 Term. The term of this Agreement is one year commencing on the effective date of this Agreement, January 1, 2023, with CITY reserving the option to extend the Contract for three additional terms of one year each with a cost to be mutually agreed upon by CITY and BRMS.

13.2 Termination.
(a) If CITY determines that BRMS has failed to supply an adequate working force, or to provide services of proper quality, or has failed in any other respect to satisfactorily perform the services specified in this Agreement, CITY shall give written notice to BRMS specifying all defaults to be remedied within 30 (thirty) days. Such notice shall set forth the basis for CITY’s dissatisfaction and suggest corrective measures. If, after thirty days, BRMS has failed to implement the corrective measures, CITY may elect to terminate this Agreement, in whole or in part.
(b) In the event CITY terminates this Agreement in whole or in part as provided herein above, CITY may procure, upon such terms and in such manner as it may deem appropriate, services similar to those terminated.
(c) If this Agreement is terminated as provided above, BRMS shall immediately cause any of its subcontractors to cease such work. BRMS shall also surrender to CITY on or before the effective date of termination, all records, data and other information (including electronic copies of all records which have been scanned and downloaded to any BRMS system), in its possession pertaining to this Agreement and Plan administration. Upon such termination, BRMS shall be paid an amount equal to the value of the services provided and work performed as of the date of termination. BRMS shall be paid an amount equal to the value of the work performed. In ascertaining the value of the work performed up to the date of termination, consideration shall be given to both completed work and work in progress, and to authorized reimbursement expenses.

Agreement No. A-8134

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(d) The above is in addition to any other remedies available by law or equity to CITY. (e) If, after notice of termination of this Agreement under the provisions of this Section, it is determined, for any reason, that BRMS was not in default, or that the default was excusable, then the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to Section 5.2 (a). (f) If BRMS determines that CITY has failed to perform its obligation under this Agreement or in any other respect has committed a substantial breach of this Agreement, BRMS shall give written notice specifying all defaults to be remedied within 30 (thirty) days.

Such notice shall set forth the basis for BRMS’s dissatisfaction and suggest corrective measures. If, after thirty days, CITY has failed to implement the corrective measures, BRMS may elect to terminate this Agreement, in whole or in part. BRMS shall also surrender to CITY on or before the effective date of termination, all records, data and other information, (including electronic copies of all records which have been scanned and downloaded to any BRMS system), in its possession pertaining to this Agreement and Plan administration. Upon such termination, BRMS shall be paid an amount equal to the value of the services provided and work performed as of the date of termination. (g) BRMS shall provide standard reports after termination including a Paid Claims Report which shall include the following data: Deductible, Coinsurance, Lifetime Maximums, Claim Detail, Pended Claims Listing and Eligibility Listing.

SECTION XIV - DISPUTE RESOLUTION

14.1 All claims, disputes and other matters in question between CITY and BRMS arising out of, or relating to this Contract or the breach thereof shall, to the extent reasonably feasible, be resolved through good faith negotiations between the parties.

14.2 The law of the state of California shall govern this Contract. The venue of any legal action, either formal or informal, shall be the County of Los Angeles.

SECTION XV - MISCELLANEOUS

15.1 Notice. Any notice given under this Agreement must be in writing and delivered to the address listed for notice in this Agreement.

15.2 Amendment. This Agreement may only be amended in writing signed by both parties.

15.3 Waiver of Provisions. Failure by either party at any time to enforce or require the strict performance of any of the terms or conditions of this Agreement shall not constitute a waiver of such terms or conditions or modify such provision or in any manner render it unenforceable as to any other time or as to any other occurrence. Any specific waiver by either party of any of the terms and conditions of this contract shall be in writing and shall be considered a one-time event and shall not constitute a continuing waiver. Neither a waiver nor any failure to enforce shall in Agreement No. A-8134

Page 21 of 25 ends

any way affect or impair the terms or conditions of the Agreement or the right of either party to avail itself of its remedies.

15.4 Plan Relationships. CITY and BRMS understand and agree that (i) CITY is the named Plan Administrator within the meaning of Section 4 14(g) of the Internal Revenue Code of 1986, as amended; (ii) CITY is the named Administrator within the meaning of Section 3(16)(A) of ERISA; and (iii) BRMS is not a fiduciary or a Named Fiduciary of the Plan under ERISA.

15.5 Force Majeure. The failure of either party to perform its obligations under this Agreement due to occurrences or contingencies beyond the reasonable control of such party, such as fire, flood, strike, and delays by subcontractors, will not constitute a default or breach of this Agreement.

15.6 Entire Agreement. This Agreement, including any Exhibits or amendments, is the entire Agreement between the parties and supersedes all prior contracts, proposals, representations, and other communications between the parties.
[continued on next page]
Agreement No. A-8134

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In Witness Hereof, the parties hereto have caused this Contract to be executed and attested by their respective officers thereunto duly authorized.

CITY: BRMS:

CITY OF PALMDALE BENEFIT & RISK MANAGEMENT
SERVICES, INC.

Date: Date:

By: By:

Ronda Perez Matt Schafer
Interim City Manager Chief Executive Officer
ADDRESS FOR NOTICE: ADDRESS FOR NOTICE:

CITY OF PALMDALE BRMS
38300 SIERRA HWY, SUITE A 80 IRON POINT CIRCLE, SUITE 200 PALMDALE, CA 93550 FOLSOM, CA 95630
ATTEST: ATTEST: If Corporation
By: By:

Roxanne Faber Maureen Enright
Acting City Clerk
APPROVED AS TO FORM:

By:

Scott Porter
Interim City Attorney
Agreement No. A-6817

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Exhibit A
Current Year Renewal Year
Claims Administration Services
Annual Claims Plan Renewal $1,000.00 $1,000.00
Medical Claims Administration $21.41 PEPM $22.05 PEPM
NSA/CAA Compliance Fee (effective 7/1/22) $1.50 PEPM $1.50 PEPM Medical Network Access – Anthem JAA (includes Anthem
LHO) $25.63 PEPM $26.45 PEPM
Employee Assistance Program - Anthem $1.10 PEPM $1.10 PEPM Dental Claims Administration $4.40 PEPM $4.53 PEPM
Dental Network Access – Anthem DNAS $1.69 PEPM $1.74 PEPM Vision (Direct) Reimbursement Administration $2.18 PEPM $2.25 PEPM PBM/Rx Integration - Magellan Rx $0.79 PEPM $0.81 PEPM
Stop Loss Coordination - HIIG $1.00 PEPM $1.03 PEPM
Care Management
Utilization Review
(Formerly - BRMS Wrap Med. Management/Utilization Review) $3.30 PEPM $3.40 PEPM Case Management
(Including Behavioral Health, Specialty, Large/Complex, Maternity, Specialty Pharmacy Advocacy and Air & Land Medical Transport, Underwriting & Renewal Support, Transition of Care (TOC) and Preventative Care Reminders (50+))
$160.00 Per Hour
Peer Review/Independent Review Organization
(IRO)
(Formerly - Physician Peer Review)
At Cost
Additional Plan Administration
Cost Containment
(Includes Claims Editing, Bill Review and Audit, Durable Medical Equipment (DME), Deep Vein Thrombosis (DVT) and Out of Network Service) (Formerly - BRMS Out-of-Network Savings Program)
30% of Savings
Subrogation & Recovery 33% of Savings
ID Cards $1.55 Per Card, Plus Postage
Summary Plan Document (SPD) Creation $2,500.00 Per Document Summary Plan Document (SPD) Amendment $250.00 Per Amendment Agreement No. A-6817

Page 24 of 25 ends

Summary of Benefits (SBC) Creation $500.00 Per Document Run Out Claims Administration (If Applicable) $15.00 Per Claim Claims Reprocessing (If Applicable) $15.00 Per Claim
Dedicated 800 Customer Support Number
(877) 427-5108
Included in Medical Claims
Administration
Adhoc/Customized Reporting $125.00 Per Hour
Fulfillment At Cost, Plus Postage
Additional Programming
(Outside Standard Scope) $125.00 Per Hour
Meeting Participation
(Per BRMS Participant, Per Day) $250.00
Current Year Renewal Year
MyHealthBenefits - Benefit Administration System
MyHealthBenefits Access $1.15 PEPM $1.15 PEPM
Monthly Overage Dependent Verifications &
Administration
Included in Medical Claims
Administration
MyHealthBenefits Custom Programming $125.00 Per Hour
Billing Administration
Consolidated Billing & Reconciliation $1.65 PEPM $1.70 PEPM Overnight/Expedited Billing Services $40.00 Per Bill
Retiree Billing Administration $4.92 PEPM $5.07 PEPM
COBRA/HIPAA Administration
COBRA Annual Renewal $250.00 $250.00
COBRA/HIPAA Administration
(2% Admin fee is added to the COBRA premium & paid by COBRA participants) $1.09 PEPM $1.12 PEPM COBRA Monthly Minimum $50.00
COBRA Open Enrollment Packets $15.00 Per Packet, Plus Postage COBRA Initial Notices & Qualifying Event Notices Included in COBRA Administration COBRA ARPA Notices N/A At Cost
Flexible Spending Account (FSA) & Dependent Care Administration Agreement No. A-6817

Page 25 of 25 ends

FSA Annual Renewal $250.00 $250.00
FSA Claims Administration $5.00 PEPM $5.15 PEPM
FSA Debit Card $2.12 PEPM $2.18 PEPM
FSA Monthly Minimum $250.00
FSA Summary Plan Document (SPD) Creation $750.00 Per Document FSA Summary Plan Document (SPD) Amendments $150.00 Per Amendment Discrimination Testing (2 Hour Minimum) $150.00 Per Hour FSA Run Out Claims Administration (If Applicable) $15.00 Per Claim Health Reimbursement Account (HRA) Administration
HRA Annual Renewal $250.00 $250.00
HRA Claims Administration $6.05 PEPM $6.23 PEPM
HRA Monthly Minimum $250.00
HRA Summary Plan Document (SPD) Creation $750.00 Per Document HRA Summary Plan Document (SPD) Amendments $150.00 Per Amendment HRA Run Out Claims Administration (If Applicable) $15.00 Per Claim City Council Staff Report
DATE: NOVEMBER 2, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: ECONOMIC AND COMMUNITY DEVELOPMENT DEPARTMENT

PLANNING DIVISION
DISTRICT: 1
SUBJECT: RECEIVE AND FILE THE ANNUAL ACTIVITY REPORT FOR DEVELOPMENT AGREEMENT A -5595 PERTAINING TO THE

OASIS WELLNESS VILLAGE PROJECT LOCATED AT THE

SOUTHEAST CORNER OF PALMDALE BOULEVARD AND

TIERRA SUBIDA AVENUE
ISSUE
Receive and file the annual activity report for Development Agreement (DA) A-5595 pertaining to the Oasis Wellness Village project located at the southeast corner of Palmdale Boulevard and Tierra Subida Avenue.

RECOMMENDATION
Receive and file the annual activity report for DA A-5595.

BACKGROUND
On October 5, 2016, the C ity Council approved General Plan Amendment 15 -001, Zone Change 15-001 and DA A-5595 (Resolution No. CC 2016-083) and, subsequently, on January 12, 2017, the Planning Commission approved PlannedDevelopment 16-001, Tentative Parcel Map 73748, and Site Plan Review 15-006 (R esolution No. PC -2017- 005) for the Oasis Wellness Village project. The development includes construction of a campus-style, mixed-use project composed of services and businesses centered on a theme of wellness and healthy living (Figure 1). The site is located at the southeast corner of Palmdale Boulevard and Tierra Subida Avenue.

Report to Mayor and City Council
Re: Development Agreement A-5595 Annual Activity Report November 2, 2022

Page 2 ends

FIGURE 1 – SITE PLAN

DISCUSSION
In compliance with Section 9 of the DA and California Government Code Sections 65865.1 and 66006, the City is required to periodically review the development agreement (at least every 12 months). During the review period, the applicant or successor in interest must demonstrate good faith compliance with the terms of the agreement. If the review determines that the applicant or successor in interest has not complied with the terms or conditions of the agreement, the City may terminate or modify the agreement.

Exhibits C and D of DA A -5595 (Attachment 1) require the developer to provide certain benefits and pay fees to the City at specific timeframes during the development process.

Report to Mayor and City Council
Re: Development Agreement A-5595 Annual Activity Report November 2, 2022

Page 3 ends

No fees or public benefit payments were required during the review period (November 2, 2021 to November 2, 2022) because no development was proposed. As such, the applicant is in compliance with the terms and conditions of the DA.

FISCAL IMPACT
The developer submitted the required fees for processing of the annual review. Annual review of the DA ensures compliance with State requirements for the processing and monitoring of DA’s.

STRATEGIC PLAN
Goal II: Ensure long-term fiscal health of the City and maintain funding for services.

A. Manage resources, costs, and liabilities to ensure the City’s long-term fiscal health.

Prepared by: Brenda Magaña, Senior Planner
Certified as to availability of Funds: Janelle Samson, Director of Finance Approved by: Ronda Perez, Interim City Manager
Approved as to form: Scott Porter, Interim City Attorney

ATTACHMENT

1. Development Agreement A-5595
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RECORDED AT REQUEST OF

AND WHEN RECORDED RETURN TO
City of Palmda le
38250 5¡erra Highway
Palmdale, Ca liforn ia 93550
Attn: City lvla nager
Fee Exem- Gov't Code6103
(Space above for Recorder's Use)

DEVELOPMENT AGREEMENT
between

THE CITY OF PALMDALE,
a California munic¡pal corporation
and

PALMDALE INVESTMENT COMPANY, LLC,
a California limited liability company
A-5595
A-559 5
This Development Agreement (the "Agreement") is entered by and between the City of Palmdale, a California municipal corporation ("City"), and Palmdale Investment Company, LLC, a California limited liability company ("Owner"). City and Owner shall be referred to jointly within this Agreement as the "Parties."

RECITALS
A. To strengthen the public planning process, encourage private particìpation in comprehensive planning, and reduce the economic risk of development, the Legislature of the State of California adopted the "Development Agreement Statute," Sections 65864 et seq,, of the Government Code. City, a general law city, is authorized by the Development Agreement Statute to enter into development agreements with persons and ent¡ties havìng legal or equitable interests in real property for the purpose of establishing predìctability for both City and the property owner in the development process,
B. Owner has requested that City enter into a development agreement for property with the C¡ty and more particularly described in Exhibit "A" and depicted on Exhib¡t "8" (the "Property"). City enters into this Agreement pursuant to the provisions of the California Government Code, the City's General Plan, the City Municipal Code, and applicable City policies.

C. Owner has a legal or equitable interest in the Property and desires to develop on the Property the Oasis Wellness Village (the "Project"), a collection of state-of-t he-a rt continuum care facilities adjacent to the Palmdale Regional Medical Center which will bring critica lly-needed healthcare facilities within easy reach of the est¡mated 40-50% of the region's residents who now travel extended distances to obtain their medical care.

D. The City has a significant interest ¡n enhancing the health and welfare of the community by creating opportunities for increased access to quality health care facilities.

E. Owner has fìled with the City its request for approval of the following d¡scretionary act¡ons pertaining to the Property:

L. General Plan Amendment 15-001, a request to amend the General Plan land use designation for an approximately 9,9-acre port¡on of the Project site from CC (Community Commercial) to RC (Regional Commercial) (the "General Plan Amendment"); and

2. Zone Change 15-001, a request to change the zoning desìgnat¡on for an approximately 9.9-acre portion of the Project site from C-3 (General Commercial) to C-4 (Commercial Center) (the "Zone Change").

F. ln addition to the General Plan Amendment and the Zone Change, Owner plans in the future to f¡le with the City applications for approval of discretionary actions which more specifically wiìl describe and implement the Project (the "Future Appl¡cat¡ons"). The Future Applications will include, but are not be limited to, applications for approvalof:
1 A-5595

1. The "Oasis Wellness Village Planned Development" pursuant to Section

28.05 of the City's Zoning Ordinance; and

2. Tentative Parcel Map No. 73748, a request to subdivide three contiguous parcels totaling approximately 12.13 acres (the "Tentative Parcel Map").

G. This Agreement assures that development of the Property will occur in accordance with City's General Plan, as amended by the General Plan Amendment. The development of the Property pursuant to thÌs Agreement shall be referred to as the "Development Pla n."
H. This Agreement const¡tutes a current exercise of City's police powers to provide predictability to both the City and Owner in the development approval process by vesting the permitted use(s), density, intensity of use, and timing and phasing of development consistent with the Development Plan, thus maximizing the opportunìty to achieve the significant enhancement of the community's access to quality health which will result from implementation of the Development Plan (the "Public Benefits").

AG REEMENT
city and Owner agree as follows:

INTEREST OF OWNER, Owner represents that it has a legal or equitable ¡nterest in the Property and is authorized to enter into this Agreement.

PUBLIC HEARINGS. On September 22,2076, after providing notice as required by law, the Planning comm¡ss¡on of the city held a public hearing on this Agreement and recommended to the City Council the adoption of this Agreement. On October 5, 2016, after providing notice as required by law, the City Counc¡l held a public hearing on this Agreement and made the find¡ngs set forth in Sect¡on 3.

3. CITY COUNCIL FINDINGS. The City Councìl finds that:
3,1Subject to the approval of the General Plan Amendment becomìng effective on or before the Effective Date, th¡s Agreement ¡s consistent with city's General Plan.

3.2This Agreement strengthens the public planning process, encourages pr¡vate participation in comprehensive planning, particularly with respect to the implementation of the City's General Plan, and reduces the economic costs of development and government.

The best interests of the residents of the City and their public health, safety, and welfare will be served by entering into this Agreement, t.

2. 2

3.3 LCONTINUING OBLIGATIONS. This Agreement binds the Parties now and in the future.

By approving th¡s Agreement, the C¡ty Council has elected to exercise certain governmental powers at the time of enter¡ng into this Agreement rather than deferring its actions to some undetermined future date. The terms and conditlons of this Agreement have been reviewed by City staff and the City Council and have been found to be fair, just, and reasonable.

DEFINITIONS. ln this Agreement, unless the context otherwise requlres, the following terms and phrases shall have the following meanings:

5.1"Administrative Fees" shall mean any fee routinely charged by the City to all development projects within the City for the tíme expended by full-time City employees in providing services related to the development of the Project.

Admin¡strat¡ve Fees do not, however, include "Development Fees" as defined in Section 5.11 below.
"Agreement" shall mean this Development Agreement between the city and Owner. The term "Agreement" shall include âny amendment properly approved and executed pursuant to Section 7.5,
^.559
5 "Approval Date" means the date on which the City Council conducted the first reading of the ordinance adopting this Agreement. That date is October 5, 2016. "City" shall mean the City of Palmdale, a California mun¡cipalcorporation. "City Council" shall mean the governing body of the City. "C¡ty Municipal Code" shall mean the Palmdale Municipal Code. However, changes to the Palmdale Municipal Code occurring between the Approval Date and the Effective Date shall not be considered part ofthe City Municipal Code for purposes of this Agreement w¡thout owner's prior written consent. "Day" refers to a calendar day unless specifically stated as a "business day." "Default" refers to the material and substantial faÌlure by a Party to comply with one or more material provisions of this Agreement.

5. 5.2

5.3 5.4

5.5 5.6

5.7 5.8

5.9"Development" refers to the improvement of the Property for the purposes of complet¡ng all structures, improvements, and facilities comprising the Project.

5.10 "Development Approvals" refers to all permits and other entitlements approved or issued by the City for the use of, construct¡on upon, and/or development of the Property. Development Approvals shall be deemed to include, but are not limited to, the following (and related amendments):

A-559'
. This Agreement;
. Amendments to the General PIan;
. Master P la ns;
Tentative Maps, FinalMaps, includìng parcel maps;
Planned Developments, as set forth in Section 28.05 of the City's Zoning Ordinance;
Conditional use permits, use permits, and site development permìts; Va ria n ces;
Grading and building permits;
Certificates of compliance and/or lot line adjustments; Street, draìnage, utility, storm water, and landscape permits; Occu pa ncy permits; and
Environmental review documents for the Project.

5.11 "Development Fees" refers to all fees established by the City for entitlement and construction activ¡ties which, but for this Agreement, could be imposed upon the Project. Development Fees include, but are not limited to, development ¡mpact fees, (for example, traffic and fire facility) that could be imposed pursuant to the Mitigation Fee Act (California Government Code Section 66000 et seq.). Other examples of Development Fees include, but are not limited to, fees for demolition, utility connections, site plan rev¡ew, traffic review, application filing, ¡nspections, plan check, geotechnicaì review, storm water management, permit issuance, insurance, school fees, occupancy, design review, flow test, and d ra inage.
5,12 "Development Plan" means Owner's plan for development of the Property cons¡sting of the Existing Land Use Regulations, this Agreement, the Subsequent Land Use Regulations to wh¡ch Owner has consented ¡n wr¡ting, and Subsequent Development Approvals.

5.13 "Effective Date" shall mean the later of (l) date the ordinance adopting this Agreement becomes effective and (ii) the expiration of the perìod provided by a
a
4 A-5595
applicable law, including but not limited to Government Code Section 65009, for challenging the General Plan Amendment.

5.f4 "Existing Land Use Regulations" means all Land Use Regulations in effect on the Effective Date, including, but not limited to, the General PIan as amended by the General Plan Amendment and the provisions of the City Municipal Code falling within the definition of "Land Use Regulations" (see Section 5.17 below), incìuding, but not Iimited to, Title 1-6 (Subdivisions) and T¡tle 17 (Zonìng) However, changes to Land Use Regulatìons occurring between the Approval Date and the Effective Date shall be considered part of the Existing Land Use Regulations only with Owner's written consent. Owner has consented to the General Plan Amendment and the Zone Change, which shall be considered part of the Existing Land Use Regulations.

5.15 "General Plan" shall mean the general plan of the City.

5.16 "General Plan Amendment" shall refer to the amendment of the City's General Plan on October 5, 2016, for the Property.

5.17 "Land Use Regulations" shall mean all ordinances, resolutions, codes, rules, regulations and official policies of the City governing the development and use of land, including, without lìmitation, the permitted use of land, the density or intensity of use, subdivisìon requirements, timing and phasing of development, the maximum height and size of buildings, the provisions for reservation or dedication of land for public purposes, and the design, ¡mprovement, construct¡on, and initial occupancy standards and specifications applicable to the Project. Land Use Regulations do not include any City ordinance, resolution, code, rule, regulation or official policy governing:

The conduct or taxation of businesses, professions, and occupations applicable to all businesses, professions, and occupations in the City; Taxes and assessments of general applicatlon upon all residents of the City, provided that the taxes and assessments are not imposed for the purpose of tax¡ng the right, power or privilege of developing or improving land (e.g., excise tax) or to directly finance the acquisition or dedication of open space or any other public improvement ¡n respect of which the Owner is paying any fee (directly or through an assessment or similar financing d¡strict) or providing any improvement pursuant to this AgreemenU or
The controland abatement of nuisances
5 A-559t
"Land Use Regulations" also do not include any county, state, or federal ordinances, resolutions, codes, rules, regulations and official policies or any City ordinances, resolutions, codes, rules, regulations and offìcial policies, the specifìc provisions of which are mandated (as opposed to permitted) by county, state, or federa I law.

5.18 "Minor Changes" refers to any change to the Project that is otherwise cons¡stent with the Development Plan and which does not result in a change in the type of use, an increase in density or intensity of use, significant new or increased environmental impacts that cannot be mitigated, or violations of any applicable health and safety regulations in effect on the Effective Date.

5.19 "Mortgage" refers to any mortgage, deed of trust, or other securlty device recorded against some or all of the Property or improvements to the Property for the purpose of securing a debt or other obligation,

5.20 "Mortgagee" refers to a mortgagee of a mortgage, a benefÌciary under a deed of trust or any other security dev¡ce, a lender, and their successors and assigns.

5.27 "Operating Memorandum" refers to the wr¡tten memor¡alÌzation of the Partìes' mutual consent to adopting "Minor Changes" to the Project.

5.22 "Owner" refers to Palmdale lnvestment Company, LLC, a Californìa limited I¡ab¡lity company, and Owner's successors and assigns.

5.23 "Owner's Vested Right" refers to Owner's guaranteed right to develop the Property as set forth ¡n this Agreement.

5.24 "Paragraph" means a lettered or numbered paragraph of an Exhibit to this Agreement, unless speclfically stated to refer to another document or matter. A reference to a Paragraph includes all subparagraphs ofthat Paragraph. 5,25 "Parcel Map" means a Final Parcel Map approved by the City as a ministerial action.

5.26 "Parking Distr¡ct" refers to an anticipated parking d¡strict which will be formed by the City to provide bond financing as a means to fund the construction of the Parking Fa cilities.

5.27 "Parking Facilitìes" refers to the two parking structures which are part of the proposed Development Plan, all internal Project streets, each of which provides direct or ìndirect access to at least one of the parking structures, and all utilities and infrastructure installed and/or constructed beneath those streets. 6 A-5595

5.28 "Parking Structures" refers to the two parking structures which are part of the Pa rking Facilitìes.

5.29 The "Parties" means the City and Owner. A "Party" refers to either the City or the Owner.
5,30 "Pass-Through Fees" means those fees assessed against the Project and/or the Development by other public agencies, but which are collected (as opposed to imposed) by the C¡ty and which, after collection, are "passed through" to the public agency whlch imposed the fee in the first instance. 5,31 "Project" means the development of the Property as set forth in the Development Plan.

5.32 "Property" means the real property described in Exhibit "A" and depicted on Exh ibit "B".

5.33"Publlc Benefits" refers to those benefits provìded to the residents of the City and the surrounding community by the development of the health care facilities contemplated by the Development Plan. Some of the Public Benefits are listed on Exh ibit "C".
5,34 "Reservation of Authority" means the rights and authority specifically reserved to C¡ty as described in SectÌon 8,6.
5,35 "Sect¡on" refers to a numbered section of this Agreement, unless specifically stated to refer to another document or matter.

5.36 "Subsequent Development Approvaìs" means all Development Approvals approved, granted, or issued after the Effective Date for the Project which are required or permÌtted by the Existing Land Use Regulations, the Subsequent Land Use Regulations to which Owner has consented in writing, and this Agreement.

Subsequent Development Approvals include, without limitation, all development review approvals required under the Subdivision Map Act, the City's subdivision ordinance and/or other provisions of the City Municipal Code, site development permits, excavation, grading, building, construction, encroachment or street improvement permits, occupancy certificates, utility connection authorizations, drainage, landscape, or other permits or approvals necessary for the grading, construction, marketing, use and occupancy of the Project.

5.37 "Subsequent Land Use Regulations" means those Land Use Regulations which are both adopted and effective after the Approval Date and which are not included withìn the definition of Existing Land Use Regulations, "Subsequent 7 A-5595
Land Use Regulations" include any Land Use Regulat¡ons adopted by moratorium by ¡nitiative, City action, or otherw¡se

5.38 "Tentative Map" shall mean a tentative parcel map, as defined in the Subdivision Map Act and the City Municipal Code, for the Project'

5.39 "Term" means the term of this Agreement as set forth in Section 7.2 of this Agreement.

5.40 "Zone Change" means the amendment to the C¡ty's Municipal Code with respect to the zoning des¡gnat¡on for the Property which was approved by the City Councìl on the Approval Date.

6.EXHIBITS. All exhibits attached to this Agreement are Ìncorporated as a part of th¡s Agreement. Those exhibits are:

7. G EN ERAL PROVISIONS

7.7 Bìnding Effect of Agreement. This Agreement shall be recorded against the Property and shall run with the land. The Development shall be carr¡ed out in accordance with the terms of th¡s Agreement.

7.2Term of Asreement. The Term shall commence on the Effective Date, The Term shall continue for a period of twenty-f¡ve years from the Effective Date, but shall be extended for periods equal to the time during which:

Litigation ìs pending whìch challenges any matter, including compliance with CEQA or any other local, state, or federal law, related in any way to the approval or implementation of all or any part of the Development Plan. Any such extens¡on shall be equal to the time between the filing of litigation, on the one hand, and the entry of final judgment or dismissal, on the other. All such extens¡ons shall be cumulative.
8 :¡::iExtii¡ii:.: lDiscription : '
.''
Legal Description of the Property
rtDe piction of the Property
Pu blic Benefits
Fees
a
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Any application by Owner for a regulatory permit and/or approval from an agency other than City which is required for the Project, but has been pending more than one year after its subm¡ttal, beginning on the 366th day following its submittai for approval.

Any other delay occurs which is beyond the control of the Parties, as described in Section 13.10.

Termlnatìon. This Agreement shall be deemed terminated and of no further effect upon the earlier occurrence of any of the following events:
. Expiration of the Term as set forth in Section 7.2;
Completion of the Project ìn accordance with the terms of th¡s Agreement, including issuance of all required occupancy perm¡ts and acceptance, as required by state law, by City, or the applicable public agency, of all required dedications and the satìsfaction of all of Owner's obligations under this Agreement; and
As may be provided by other specific provisions of this Agreement.

Effect of Termination. Subject to Sect¡on 8.10, upon any term¡nation of th¡s Agreement, the only rights or obligations under this Agreement which eìther Party shall have are:
. The completion of obl¡gations which were to have been performed prior to terminat¡on, subject to Section 11; and
¡ The performance and cure r¡ghts set forth in Section 11.

Amendment or Cance¡lation of AÊreement. Th¡s Agreement may be amended from time to time or canceled only by the written consent of both CÌty and Owner in the same manner as its adoption, as set forth in California Government Code Section 65868. Any amendment or cancellation shall be in a form suitable for recording in the Offìcial Records of Los Angeles County, California. An amendment or other modification of this Agreement will contìnue to relate back to the Effective Date of this Agreement (as opposed to the effective date of the amendment or modification), unless the amendment or modification expressly states otherwise,

7.3 7.4

7.5 9

7.6 77
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Release of Obligations With Respect to lndividual Parcels Upon CertifÎcation of Occupancv. Notwithstanding any other provìsion of this Agreement:

7.6.L When any individual parcel has been finally subdivided and sold, leased, or made available for lease to a member of the public or any other ultimate user, and a certificate of occupancy has been obtained for the building(s) on the lot, that lot and its owner shall have no further obl¡gations under and shall be released from this Agreement.

7.6.2 Upon the conveyance of any lot, parcel, or other port¡on of the Property to a property owners'association or public or quasi-public entity, that lot, parcel, or port¡on of the Property and its owner shall have no further obligations under and shall be released from this Agreement.

No formal actlon by the City is required to effect this release, but, upon Owner's request, City shall sign an estoppel certificate or other document to evìdence the re lease.

Minor Changes. The provisions of this Agreement require a close degree of cooperation between the Parties and "Minor Changes" to the Project may be required from time to time to accommodate design changes, engineering changes, and other refinements related to the detaìls of the Parties' performance. "Minor Changes" shall mean changes to the Project that are otherwise consistent with the Development Plan, and which do not result in a change in the type of use, an increase in density or intensity of use, signif¡cant new or increased environmental impacts that cannot be mitigated, or violations of any applicable health and safety regulatÌons in effect on the Effective Date, Accordingty, the Parties may mutually consent to adoptìn8 "Mìnor Changes" through their signing of an "Operating Memorandum" reflecting the Minor Changes. Neither the Minor Changes nor any Operating Memorandum shall require public notice or hearing. The City Attorney and City Manager shall be authorized to determine whether proposed modifications and refinements are "Minor Changes" subject to this Sect¡on 7.7 or more significant changes requiring amendment of this Agreement, The City Manager may execute any Operating Memorandum without City Councll action.

Term of Map{s) and Other Development Approvals.

7.8.I Subdivision Maps. Pursuant to Government Code Section 66452.6, the term of all parcel maps that are approved for all or any portion of the Property shall be extended to a date coincident with the Term and, where not proh¡bited by State law, with any extension of the Term 10 7.8
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7.a.2Site Development Perm¡ts. Site Development Perm¡ts for the Project shall have terms that coincide with the term of the subdivision or parcel map for the portion of the Property to which a part¡cular Site Development Permit perta¡ns.

7.8,3Other Devetopment Approvals. Pursuant to Government Code Section 65863.9, any and all other Development Approvals, including, but not limited to, those discretionary approvals listed in Recital E above, for any portion of the Project shall automatically be extended for a term ending concurrently with the applicable tentative maps for the Project. Pursuant to Section 7.8.1, those terms shall be the same as the Term of this Agreement.

7.8.4Decisìons of Planning Manaser. Any decision of the Planning Manager with respect to Subsequent Development Approvals may be appealed to the City's Planning Commission pursuant to the procedures of the cìty's Munic¡pal code, Decìs¡ons of the Planning Commission on appeal may be appealed to the City Council pursuant to the procedures of the City's Municipal Code.

7.9 Retationship of Citv and Owner. The contractual relationship between CÌty and Owner aris¡ng out of this Agreement is one of independent contractor and not agency. This Agreement does not create any th¡rd-party beneficiary rights

7.IO Notices. All notices, demands, and correspondence required or permitted by this Agreement shall be in writing and delivered in person or mailed by first class or certified mail, postage prepaid, addressed as follows:
lf to C¡ty, to:
city of Palmdale
38300 Sie rra Highway
Palmdale, Ca liforn ia 93550
Attn: City Manager
With a copv to:

City of Palmda le
38300 Sierra Highway, Suìte A
Palmdale, CA 935 50
Attn: City Attorney
11 A-5 59 S
lf to Owner, to
Palmdale lnvestment Company, LLC
1146 N. Central Ave., #441
Glenda le, CA 91202-2502
Attn: Joh n Thomas
joh n @thomaspa rtn ers.com
With a copy to
Tim Paone
Cox, Castle & N icholso n
3121 M ichelson Drive
Suite 200
lrvine, CA 92612
tpaone @ coxcastle.com
C¡ty or Owner may change its address by giving notice in writing to each of the other names and addresses listed above. Thereafter, notices, demands, and correspondence shall be addressed and transmitted to the new address. Notice shall be deemed gìven upon personal delivery or, if mailed, two (2) business days following deposit ¡n the United States mail.

8. DEVELOPMENT OF THE PROPERTY.

8.1Owner's Vested Right. Owner shall have the vested right to complete Development of the Property in accordance w¡th the Development Plan ("owner's Vested Right").

Governing Land Use Regulations. The Land Use Regulations applicable to the Project and the Property shall be those contained in the Development Plan. An amendment or other modification of this Agreement will not change these applicable Land Use Regulations unless the amendment or modification expressly provides otherwise. Subsequent Land Use Regulations shall not apply to the Property unless the Parties mutually agree in writing that the Project will be subject to one or more Subsequent Land Use Regulations. Owner's applicat¡on for a Subsequent Land Use Regulation and the City's approval of that application as submitted or as otherwise agreed to in writing by Owner shall be deemed an effective mutual written agreement of the Parties.

8.2 12
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Nothing contained in this Agreement shall be deemed to author¡ze City to withhold any building permit, approval, and/or certificate of occupancy based on Owner's failure to comply with any Land Use Regulation that, as a result of thìs Agreement, is not applicable to the Project.

8.3 Permitted Uses. The permitted uses on the Property shall be as provided in the Development Pla n.
8,4 Density and lntensitv; Requirement for Reservation and Dedication of Land. The density and ìntensity of use for all Development on the Property, and the requirements for reservation and dedication of land, shall be as provided in the Development Plan.

8.5 Su bdivisio n Map Processing.

8.5.1The Porcel Mop. Processing, filing, and recording of the Parcel lvlap shall be as provided within the Subdivision Map Act and subject only to the Existing Land Use Regulations.

8.5.2Phased Final Mops. Pursuant to Section 66452.6(a)(1) of the California Subdivisìon Map Act, through th¡s Agreement Owner has requested and City agrees to permit the filing of up to four "phased final maps," as that term is used in Section 66452.6(a)(1), for the Project. This request by Owner sha ll be deemed to be in effect at the approval of the Tentative Map.
8,6Reservation of Author¡tv. The following Land Use Regulations or Subsequent Land Use Regulations sha ll apply to the Property and the Project:

Procedural regulations relating to hearing bodìes, pet¡tions, applications, notices, findings, records, hearings, reports, reco m mendations, appeals, and any other matter of procedure;
Provided that they are uniformly applied to all development projects w¡thin the City and are not applied retroactively to any Development Approval issued before their adoption or amendment, uniform codes governing engineering and construction standards and specifications adopted by the C¡ty pursuant to state law (such codes include, without lim¡tation, the City's adopted version of the Uniform Adm¡nistrative Code, California Building Code, California Plumbing Code, California Mechanical Code, California Electrical Code, and Californìa Fire Code); and 13 4.7
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. Regulations which may be in conflict w¡th this Agreement, but which are objectively requìred (and there are no available reasonable alternat¡ves) to protect the public health and safety in the event of a sudden, unexpected occurrence involving a clear and ¡mm¡nent danger, and demanding immediate action to prevent or mitigate loss of, or damage to, lÌfe, health, property, or essential publÌc services within the immed¡ate community. Such regulations must be a valid exercìse of the City's police power and must be applied and construed so as to provlde owner, to the maximum extent possible, with the rights and assurances provided in this Agreement. To apply to the Property, such regulations must be adopted after a public hearing and must be based upon findings of necessity established by a preponderance of the evidence. Any regulations, including moratoria, enacted by City and imposed on the Property to protect the public health and safety in the circumstances described above shall toll the Term and any time periods for performance by Owner and City set forth ¡n this Agreement.

Assessment District or Other Public Financine. Subject to all procedural requirements of State and city law, City shall use its best efforts to conduct proceedings to consider and util¡ze one or more of a number of alternative public financing mechanisms authorized by state law, which may include, but are not limited to, Enhanced lnfrastructure Financing Districts, Mello Roos Districts, Community Fac¡l¡ties Districts, Parking/ Public lmprovement Districts, Landscaping and Lighting Assessment Distr¡cts, Utìlity Author¡ty, other land based secured assessment districts, lease leaseback transaction structures, project specific tax revenue re¡mbursement, as well as other allowed financing mechanisms (collectively, "Public Financing Mechanisms")' These Public Financing Mechanisms may, at the Cìty's sole and absolute discretion, be used to provide public financing for one or more of the following: (i) the acquìsìtion of the land designated in the Development Plan for the construction of the two park¡ng structures (the "Parking Structures") and all interior streets of the Project which prov¡de dìrect or ind¡rect access to at least one of those Park¡ng Structures (collectively, the "Parking Facilities") (ìi) the construction of the Parking Facil¡ties, and (iii) the construction of infrastructure and other public amenit¡es such as water, sewer and storm water facilities, parks, public pavilions, pedestr¡an areas, and any other projects authorized by state law governing the particular financing mechanism. lt is ant¡cipated that the city may consider creating and/or utilizing a Special Purpose Authority ("Authority"), and that a separate financing agreement(s) will be required by and between the City and/or the Authority and Owner.
14 8.7.t
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Owner's Finoncial Cqpacitv. Prior to any determination of public financing and/or funding of the Parking Facilities, City and, if applicable, Authority must be satisfied that the Owner has the ability and financial capacity to develop the Project and, therefore, provìde the sign¡ficant benefit of making high quality health care facilities reasonably accessible to residents of C¡ty and surrounding communities. Based on the foregoing determination in conjunction with an independent determination by special counsel that such financing complies with applicable federal and State regulations, the City or the Authority may authorize (i) construction and operation of the Parking Fac¡lities by Owner and (ii) issuance and sale of future bonds, if any, that shall be based on prevailing municipal financing practices and criteria and sold in a mutually agreeable timeframe that would consider the t¡ming as follows: (a) the first Parking Structure shall be complete and available for use prior to occupancy of the first non-parking building that is part of the Project and (b) the second Parking Structure shall be complete and available for use as agreed based on the future occupancy of the Project.

Proiect Continaent on Public Financinq Mechanism' Owner recognizes that City cannot commit to a Public Financing Mechanism through this Agreement, and must comply with all aspects of local, state, and federal law relevant to the formation of a Public Financing Mechanism prior to making such a commitment. City, however, recognizes that Owner cannot commit to development of the Project unless City exercises its discret¡on to form/provide a Public Financing lvlechanism to, at a minimum, f inance the construction of the Parking Facilities Proiect Continaent on Owner's Manaoement of Parkinq Structures.

City recogn¡zes that, subject to compliance with all state and federal regulatìons, Owner cannot commit to development of the Project unless City and Owner enter into an agreement for a term of no less than 75 years granting to Owner the r¡ght to (i) manage construction of the Parking Structures, (iÌ) when completed, manage and ma¡ntaìn the two Parking Structures at Owner's expense, and (iii) collect and reta¡n the revenues from the Parking Structures.

Proiect Cont¡noent on Owner's Monoaement of Park¡nq Structures city recognizes that, subject to compliance with all state and federal regulations and any bond financing restrìctions and/or covenants, Owner cannot commit to development of the Project unless City and Owner enter into an agreement grant¡ng to Owner an option for Owner to purchase at fair market value either one or both of the 15 8.7.2
a?2
9-1 L
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Parking Structures (whether separately, iointly, or at different times) at ãny t¡me during owner's management ofthe Parking structures.

8.8 199¡ Because of the CitY's desire for the development of the Property to provide reasonable access for the residents of the city and surrounding communities to high quality health care, Development Fees (see Section 5.1L) and, Administrative Fees (see Section 5 1) shall be as set forth on Exh¡bit "D" ln the case of any ambiguity or uncertainty as to whether a particular fee is an Admin¡strative Fee or a Development Fee, it shall be treated as a Development Fee. As noted on Exhibit "D", Pass-Through Fees (see Section 5.30) shall not be ca pped or waived.

Owner is solely responsible for obtaining a determinatìon by the Department of lndustrial Relations regarding the adjustment of Development Fees pursuant to this Agreement or any public subsidy for the Project to determ¡ne whether it meets the exemption of "de minimis in the context of the project" as outlined in Section 1720(c)(3) of the California Labor Code.

8.9 Adequacv of Required lnfrastructure, The City acknowledges and agrees that, upon Owner's completion of the Project pursuant to the City's cond¡tions of approval, there will be sufficient capacity to accommodate the Project ¡n the infrastructure and services owned, operated, outsourced, controlled, and/or provided by the City, ìncluding, without limitation, traffic circulation, storm drainage, trash collection, and flood control. Where City renders or outsources such services or owns such infrastructure, City shall serve the Project and there shall be no restr¡ctions placed upon Owner concerning hookups or service for the Project, except for reasons beyond City's control.

8.10 Vested R¡shts Upon Termination Term¡nation of this Agreement shall not invalidate any Land Use Regulations or terminate any Subsequent Development Approvals obtained prior to the date of termination. Upon any termination of thìs Agreement, Owner's vested rights, if any, shall be determined by this Agreement to the extent development has occurred on the Property, and as to the remainder of the Project, by state and federal statutes and case law and then current factual state of the Development'

8.11 Staffing and Expedited Processins City shall employ all lawful actions capable of being undertaken by City to (¡) promptly receive and, when complete, accept all applications for Subsequent Development Approvals and related environmental analysis, if any (collectively, "Ap plicatìons" ), and (iì) expeditìously process and take action upon the Applications in accordance with applicable law 16 A-5595

8.72 changes in Federal and State Law. The Property may be subject to subsequently enacted state or federal laws or regulations which preempt local regulations or mandate the adoption of local regulations that confl¡ct with or impede implementation of the Development Plan. Upon discovery of such a subsequently enacted federal or state law, City or Owner shall provide the other Party with written notice, a copy of the state or federal law or regulation, and a written explanation of the legal or regulatory conflict created. Within ten (L0) days thereafter, C¡ty and Owner shall meet and confer in good faith ln a reasonable attempt to modify this Agreement, as necessary, to comply with such federal or state law or regulat¡on. In such negotiations, City and Owner agree to preserve the terms of this Agreement and the rìghts of Owner and C¡ty as derived from this Agreement to the maximum feasible extent while resolving the conflict. City agrees to cooperate wìth Owner ìn resolving the conflict in a manner which minimizes any financial impact of the conflict upon Owner or C¡ty.

City also âgrees to process, in the same exped¡ted manner as set forth for Appl¡cations in Section 8.11, Owner's proposed changes to the Development Plan as needed to comply w¡th such federal or state law, and to process those changes in accordance with City procedures. Any delays caused by such changes in state or federal law shall toll the term of this Agreement and the time periods for performance by Owner and City set forth ¡n th¡s Agreement

8.13 Timing of Development. Because the California Supreme Court held in Pardee Construction Co. v. City of Camqrillo,3T Cal. 3d 465 (1984), that the failure of the parties ¡n that case to provìde for the timing of development resulted in a later- adopted in¡t¡ative restricting the timing of development to preva¡l over the parties' agreement, it is the specif¡c intent of the Parties to provide for the timing of the Project in this Agreement. Therefore, subject to any State requirement related to the completion of construction for which a building permit has been issued, Owner shall have the right, but not the obligation, to complete the Project in.such order, at such rate, at such times, and in as many development phases and sub-phases as Owner deems appropriate ¡n its sole subjective business judgment.

8.!4 Conditions, Covenants and Restrict¡ons. Owner shall have the right, but not the obligation, to reserve and record such covenants, conditions, and restrictions (CC&Rs) against the Property as Owner deems appropriate, in its sole and a bsolute discretion.
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9. ANNUAL REVIEW

9.1 Tìming of Annual Review, Pursuant to Government Code Section 65865.1, at least once during every twelve (12) month period of the Term, City shall review the good faith compliance of Owner with the terms of this Agreement ("Annual Review").
q?Standards for Annual Review. Dur¡ng the Annual Review, Owner shall demonstrate good faith compliance with the terms of this Agreement. "Good faith compliance" shall be established if Owner is ¡n substantial compliance with the material terms and conditions of this Agreement.

9.3Procedures for Annual Review. The Annual Review shall be conducted by the C¡ty Council or its designee. Owner shall be g¡ven a minimum of sixty (60) days' notice of any date scheduled for an Annual Review. owner shall not be lìmited in the information it presents to the City Council for the Annual Review and may, if needed, provide information to the City Council in the f¡rst instance at the City Council hearing on the Annual Review. Should the City Counc¡l designate a party other than itself to conduct the Annual Review, these same notice and procedural requirements shall apply to the conduct by the designee of the Annual Review.

9.4Certificate of Compliance. At any time during any year that the City Counc¡l or its designee finds that Owner is not in Default under th¡s Agreement, Cìty shall, upon written request by Owner, provide Owner w¡th a wr¡tten certificate of good faith compliance within fifteen (15) days of City's receipt ofthat request,

10. THIRD PARTY LITIGATION,

10.1 Third Partv Lit¡patìon Concernins Agreement. owner shall, at Owner's expense, indemnify and hold City, its officers, employees and independent contractors engaged in project planning or implementation, harmless from any third-party claim, action or proceeding against City, its agents, officers or employees to attack, set aside, void, or annul the approval of this Agreement (collectively, "Thìrd-Party Claims"). City shall promptly notify Owner of any Th¡rd-Party Cla¡m and City shall cooperate in the defense.

LO.z Dutv to Defend. Owner shall defend City against all Third-Party Claims at Owner's expense with legal counsel selected by Owner. Owner shall advise City of its choice of counsel and consider, but not be obligated by, any input the C¡ty may provide regarding the retention of that counsel. With respect to any Third- Party Claim, if Owner asks City to partìcipate in the defense of a Th¡rd-Party Claim, City shall participate. Even if not requested, City may elect to part¡cipate in the defense of any Third-Party Claim. Under either circumstance, (i) City may 18 11
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select ìts own legat counsel to represent City in that defense and (ii) Owner shall reimburse City for the reasonable cost of that defense. For purposes of this Section 1.0,2, to "part¡cipate" in the defense of a Third-Party Claim shall mean that, whether through the city Attorney's office or outside counsel, the City shall appear in court hearings and trials, prepare and file briefs, and otherwise directly engage in litigation related to the Third-Party claim.

10.3 Processins Durins Third Partv Litisation' The filing of any third party Iawsuit(s) against city or Owner relating to this Agreemênt, the General Plan, any Development Approvals, including Subsequent Development Approvals, or other development issues affecting the Property shall not delay or stop the development, processing, or construction of the Project, approval of Subsequent Development Approvals, or issuance of Development Approvals unless the third party obtains a court order preventing such activity City shall not st¡pulate to the issuance of any such order without Owner's prior written consent.

DEFAULTS, REM EDIES, AND WAIVERS.

11.1 Notice. Before either Party may declare a Default under this Agreement this Agreement, the procedures of this Section must be followed. ln the case of a Default aris¡ng from the conduct of an Annual Review, the procedures of this Sectìon shall be strictly followed and shall constitute a second and independent review of the good faith compliance of Owner.

The Party asserting a Default (the "Non-Defaulting Party") may elect to do so by providing written not¡ce to the Party alleged to be in Default (the "Defaulting Party") setting forth the nature of the Default and the actions, if any, required by the Defaulting Party to cure the Default. The Defaulting Party shall be deemed in Default if the Defaulting Party fails to cure the Default within thirty (30) business days after the date of such not¡ce (for monetary defaults) or within sixty business (60) days after the date of such notice (for non-monetary defaults)("Cure Periods"). lf the nature of the alleged Default is such that it cannot reasonably be cured within the applicable Cure Period, the Defaultìng Party shall not be deemed to be in Default if it has commenced efforts to cure the Default within the applicable Cure Period and continues to diligently pursue complet¡on of the cure.
f]'2 Default Remedies. A Party who complies with the notice of Default and opportunity to cure requirements of this section may, at its option, institute legal action to cure, correct, or remedy the alleged Default, enjoin any threatened or attempted v¡olãtion, enforce the terms of this Agreement by specific performance, or pursue any other legal or equitable remedy, with the 19 A-5595
exception of termination of this Agreement. These remedies shall be cumulative rather than exclusìve, except as otherw¡se provided by law. 7],3 Standard of Review. Any determination that a Party is in Default shall be based upon the preponderance of evidence. ln any legalaction alleging or challenging a Party's determination of Defautt, the court shall conduct a de novo review of compliance based on the adminlstrative record and determine if the preponderance of evidence supports the claim of Default.

11.4 Waiver; Remedies Cumulative, There are no ìmplied waivers. All waìvers of performance must be in a writing signed by the Party granting the waiver.

Failure by either Party to insist upon the strict performance of any provision of this Agreement, irrespective of the length of t¡me for which such failure continues, shall not constitute a waiver of the right to demand strict compliance with this Agreement in the future.

A wr¡tten waiver affects only the performance specifically waived and defines the scope and duration of the waiver' Unless expressly stated in a wr¡tten waiver, future performance of the same or any other condition is not waived.

A Party who complies with the notice and opportunity to cure requirements of this Agreement, where applicable, and pursues a legal or equitable remedy available under this Agreement does not waive its right to pursue any other remedy available under this Agreement, unless prohibited by statute, court ru les, or judicia I precede nt.

Delays, tolling, and other actions ar¡s¡ng under this Agreement shall not be considered wâivers subject to th¡s Section.
rZ. ENCUMBRANCES, ASSIGNMENTS, AND RELEASES.

72.1, Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at owner's sole discretion, from encumbering some or all of the Property or any improvement on the Property with a Mortgage (see Section s.1s),

12.2 Mortsasee Protection. City acknowledges that any lender(s) providing financing secured by the Property and/or its improvements may require Minor Changes lf requested by Owner or a lender, City shall meet with Owner and representatives of the lender(s) to negotiate in good faith any such Minor Changes. City will not unreasonably withhold or delay its consent to a requested Minor Change provided the Minor Change is consìstent with the intent and purposes of th¡s Agreement. The follow¡ng terms and conditions ãpply to all Mortgages:
20 A-55q5
L2,2,7Neither entering into this Agreement nor a breach of this Agreement shall defeat, render invalid, diminish, or impair the l¡en of any Mortgage made in good faith and for value.

72.2.2lf City timely receives a request from a Mortgagee requesting a copy of any notice of Default given to Owner under the terms of this Agreement, City shall provide a copy of that notice to the lvlortgagee within ten (10) days after receiving the Mortgagee's request. The Mortgagee shall have the right, but not the obligation, to cure the Default during the remaining cure period allowed Owner under this Agreement.

12.2.3Except as otherw¡se provided within this Agreement, any Mortgagee who comes into possession of some or all of the Property pursuant to foreclosure of a Mortgage or deed in lieu of such foreclosure or otherwise, sha ll:
. Take the property acquired subject to the terms of this Agreement and as Owner's successor;
. Have the rights and obligations of an Assignee as set forth in Sections 12.3 and I2.4;
o Have the right to rely on the provisions of Section 8 of thìs Agreement, provided that any development proposed by the Mortgagee is ¡n substantial conformance with the terms of this Agreementj and
. Not be liable for any Defaults, whether material or immaterial, or monetary obligations of Owner ar¡sing prior to acqu¡sit¡on of title to the Property by the Mortgagee, except that the Mortgagee may not pursue development pursuant to this Agreement until all delinquent and current fees and other monetary obligations, if any, due to the City under this Agreement for the portions of the Property acquìred by the Mortgagee have been paid to city. f23 Assignments of lnterest in AÊreement. Owner shall have the right to sell, transfer, or assign some or all of the Propertv at any time during the Term (a "Property Conveyance"). Any sale, transfer, or assignment of Owner's rights and obligations under this Agreement (collectively, an "Assignment") in connection with a Property Conveyance, however, shall be subject to the requ¡rements outlined below.
21 A-5595

12.3.7 L2.3.2
Ass¡gnments Requir¡ng City's Consent. The qualifications and identity of Owner are of particular concern to the City. lt ¡s because of those qualifications and identity that the City has entered Ìnto this Agreement with Owner. The City has negotiated the terms of this Agreement in contemplation of the constructìon of the Parking Facilitles. Accordingiy, from the Effective Date until the issuance of a Release of Construction Covenants for the Parking Facilities, all Ass¡gnments by Owner shall be subject to the terms of this Section 72,3.

Ass¡gnments Permitted Without C¡ty's Consent. Notw¡thstanding any other prov¡sion of this Agreement, Assignments related to the following Property Conveyances and other transactions shall not req u ¡re City consent:

The conveyance or dedication of any portion of the Property to a public agency, including the City.

The granting of easements or permits to facilitate construction of the ParkÌng Fa cilities.

The granting of easements or permits for utility purposes.

Transactions for financing purposes, including the grant of a deed of trust to secure the funds necessary for land acquisition, construction, and/or permanent financing of any portion of the Project.

The acqu¡sition of some or all of the Property bV a Mortgagee ¡n its capac¡ty as a Mortgagee, such as through foreclosure or a deed in lìeu of foreclosure.
lf Owner is a publicly held corporation, real estate investment trust or publicly held partnership, a transfer of stock or other shares, provided there is no mater¡al change in the actuaì management and control of Owner.

Transact¡ons with an Owner affiliate, provided that, following the transaction, Owner shall (i) retain an ownership and operational ¡nterest in the Project (directly or indirectly) and (ii) Owner's current repTesentat¡ves shâll remain the primary Owner
representative(s) for purposes of communicat¡on with the City. a
22 A-5595

12.3.3 12.3.4

72.3.5 Transactions which have the effect of merging Owner's interest ¡n the Property with current or acquired interests of other entities, provided that, following the transact¡on, Owner shall (i) retaìn an ownership and operat¡onal ¡nterest in the Project (directly or indirectly) and (ii) Owner's current representatives shall remain the pr¡mary Owner representative(s) for purposes of commun¡cat¡on with the City.

Entering into reciprocal easement agreements and CC&Rs with tenants and end users, related to some or all ofthe Project.

C¡ty Considerotion of Requested Assignment. The City agrees that ìt will not unreasonably withhold, condition, or delay approval of a request for approval of an Assignment made pursuant to this Sect¡on

12.3 which requires the City's approval, provided the Owner delivers written not¡ce to the City requesting such approval. Such notice shall be accompanied by evidence regarding the proposed assignee's development and/or operational qualifications and experìence and its financial commitments and resources in suffìcient detail to enable the C¡ty to evaluate the proposed assignee pursuant to the cr¡teria set forth in this Section 12.3. The City may, in considering any such request, take into consideration such factors as, without limitation, the assignee's experience and expedise, the assignee's past performance as developer or operator of similar developments, and the assignee's current financial condition and capabilities.

Ass¡gnment ond Assumption Agreement. Prior to any Assignment (whether or not an Assignment requ¡r¡ng the City's consent)¡ Owner shall give wr¡tten not¡ce to City of the Assignment and satisfactory evidence that the assignee has assumed in writing through an assignment and assumption agreement all of the Owner's obligations set forth in this Agreement (an "Assignment and Assumption Agreement"). The Assignment and Assumption Agreement shall be in a form reasonably satisfactory to the City's legalcounsel.

City's Act¡on on Request for Consent. With¡n fìfteen (15) days after the receipt of the Owner's written Notice requesting City approval of an Assignment, the City shall either approve or disapprove the proposed assignment or shall respond in writing by stating what further information, if any, the City reasonably requires in order to determine the request complete and determine whether or not to grant the requested approval. Upon receipt of such a responsei the Owner shall promptly provide to the Cìty the requested information Within fifteen 23 A-5 59 5
(15) days after the receipt of such information, the City shall approve or disapprove the requested Assignment. Upon the effective date of an ass¡gnment approved by the City, Owner shall be released from all obligations to the City under this Agreement with respect to the portion of the Property which is the subject of the Ass¡gnment.

72.4 Effect of Assignment. Unless otherwise stated within the Assignment, upon an Assignment:
. The Assignee shall be liable for the performance of all remaining obligations of Owner w¡th respect to those portion of the Property which are conveyed pursuant to the Property Conveyance (the "Transferred Property"), but shall have no obligations with respect to any portions of the Property not conveyed (the "Retained Property").
. The owner of the Retained Property shall be liable for the performance of all obligations of Owner with respect to the Retained Property, but shall have no further oblìgations with respect to the Transferred Property.

The Assignee's exercise, use, and enjoyment of the Transferred Property shall be subject to the terms of this Agreement to the same extent as if the Ass¡gnee were the Owner.

MISCELLANEOUS PROVISIONS.
13,1 Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" ¡s mandatory; "may" is perm¡ssive

13.2 Entire Agreement. This Agreement constitutes the entire understanding and agreement of City and Owner with respect to the matters set forth in this Agreement. Thìs Agreement supersedes all negotiations or previous agreements between city and Owner respect¡ng the subject matter of this Agreement.

13.3 Recorded Statement Upon Termìnation. Upon the complet¡on of performance of this Agreement or its cancellation or termination, a statement evidencing completion, cancellation, or termination signed by the appropriate agents of the Parties shall be recorded in the OfficialRecords of Los Angeles County, Californ¡a.

L3.4 Proiect as a Prìvate Undertak¡ng. lt is specifically understood by the Parties that (ì) the Project is a private development, (ii) City has no respons¡bility to th¡rd parties concernìng any improvements to the Property unless City accepts the improvements pursuant to the provisions of thls Agreement or in connection with subdivision map approvals, and (iii) Owner shall have exclusive control of the Property.
24 13.

13.5 13.6

13.7 13.8

13.9 13.10
A-55q9
lncorporation of Rec¡tals. Each of the Recitals set forth at the beginn¡ng of this Agreement are part of this Agreement.

Captions. The captions of this Agreement are for convenience and reference only and shall not define, explaìn, modify or aid in the interpretation, construct¡on, or meaning of any of the provisions of this Agreement.

Consent. Where the consent or approval of C¡ty or Owner is needed to implement Development under th¡s Agreement, the consent or approval shall not be unreasonably withheld, delaved, or condit¡oned.

Covenant of Cooperation. The Parties shall cooperate and act in good faith to assist each other in the performance of the provis¡ons of this Agreement Execution and Recording, The City Clerk shall cãuse a copy of this Agreement to be signed by the appropriate representat¡ves of the City and recorded with the Office of the County Recorder of Los Angeles County, California, within ten (10) days following the effective date of the ordinance adopting this Agreement. The failure of the city to sign and/or record this Agreement shall not affect the va lid ity of this Agreement.

Delav for Events Bevond the Part¡es' Control. Performance by either Party of ìts obligations under this Agreement shall be excused, and the Term shall be extended, for periods equal to the time during which (1) l¡tigation is pending which challenges any matter, including compliance with CEQA or any other local, state, or federal law, related in any way to the approval or implementation of all or any part of the Development Plan or (2) a delay caused by any event beyond the control of the performing Party prevents or delays performance by that Party of an obligation under this Agreement. Ail such extensions shall be cumulative Such events shall include, by way of example and not limitation, acts of nature, enactment of new federal or state laws or regulations, judicial actions such as the issuance of restraining orders and injunctions, delay in the ¡ssuance of bonds or formation of the Parking Distr¡ct, riots, str¡kes, and damage to work in process by reason of fire, mud, rain, floods, earthquake, or other such casualties. With respect to litigation, any such extension shall be equal to the time between the fiting of litigation, on the one hand, and the entry of finaljudgment or dismissal, on the othe r.
lf either Party seeks excuse from performance, it shall provide written notice of such delay to the other Party wìthin thirty (30) days after the commencement of such delay. Any disagreement between the Parties w¡th respect to whether th¡s Section applies to a particular delay or default ¡s subject to the filing by either Party of an action for judicial review of the matter, including requests for decla rato ry a nd/or injunctive re lief.
25 A-55q5
L3,11 lnterÞretation and Governinq Law. ln any dÌspute regarding this Agreement, the Agreement shall be governed and interpreted in accordance with the laws of the State of California. Venue for any litigation concerning this Agreement shall be in Los Angeles County, Californ¡a,

13.12 Time of Essence. Time is of the essence in the performance of the provisions of th¡s Agreement as to which t¡me is an element.

13.13Estoppel certificate. Within ten (10) business days following a written request by either of the Parties, the other Party shall execute and deliver to the requesting Party a statement certifying that (i) either this Agreement is unmodified and in full force and effect or there have been specified (date and nature) modîfications to the Agreement, but it remains in full force and effect as modified; and (ii) either there are no known current uncured Defaults under this Agreement or the responding Party alleges that specified (date and nature) Defaults exist. The statement shall also provide any other reasonable information requested. The failure to t¡mely deliver this statement shall constitute a conclusive presumption that this Agreement is in full force and effect without modìfication, except as may be represented by the requesting Party and that there are no uncured Defaults in the performance of the requesting Pârty, except as may be represented by the requesting Party Owner shalì pay to City all reasonable administrative costs incurred by City in connection w¡th the issuance of estoppel certificates under this Sect¡on prior to C¡ty's issuance of such certificates.

L3.14 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns.

13.15 Future LitiÊation Expe nses.
13,15.1 Pavment to Prevailing Partv. lf either Party brings a legal or equitable proceeding against the other Party which arises in any way out of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys' fees and all other reasonable costs and expenses incurred in that proceeding.

L3.75.2Scope of Fees. Attorneys' fees under this Section shall include attorneys'fees on any appeal and ¡n any post-judgment proceedings to collect or enforce the judgment. This provisìon is separate and several and shall survive the termination of this Agreement.

Limitation of Liabilitv. Owner's obligations under this Agreement are solely those of Owner. ln no event shall any present, past or future officer, director, shareholder, member, employee, partner, aff¡l¡ate, 26 13. 15.3
A-559 5
Owner and City have executed this Agreement on the dates set forth below

CITYOWNER
manager, representative or agent of Owner (a "Related Party") have any personal liability, directly or indirectly, under this Agreement Recourse in any way connected with or arising from this Agreement shall not be available against any Related Party
Palmdale lnvestment Com PanY, LLC,
a California limited liability company
By:
as
Its: Managing Member
DATE
^
City of Palmdale
DATE
ATTEST:

Rebecca Smith,
City Clerk
APPROVED AS TO FORM:

By:
a
w
Wm. Matthew Dìtzhazy
CitV Attorney
DATE
27 A-5595
A notary public or other officer completing
this certificate verifies only the identity of
the ¡ndividual who signed the document to
which this cert¡ficate is attached, and not the
truthfulness, accuracy, or validity of that
docu ment.

STATE OF CATIFORNIA
couNrY oF ,*,. Ql^* J-
¿
on ? - [ \_- tk2017 before me,
pe rsona lly a ppea red
basis of satisfactory evidence
instrument and acknowledged to
l\)L(g-V'
(insert name and title of the officer),
who proved to me on the
the persoryþlwhose name(s) is/a re-su bscribed to the within me that he/she/tbey executed the same in his/her/their
ss:
authorized capacity(i€ïand that by his/hery'tleir signatureþ) on the instrument the perso-ñ-þ), or the entity upon behalf of which the person{sþcted, executed the instrument I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signatu re
ISe a l]
<\
! rí+.ù':. shABBrft ¡.2Â[J I : .Z-.I çrì.;\ cor¡n.* 214i4?1 iì i¡ r =1'¡ -L(:f:l: i ñ0rÅrr pr¡ri( . a!rf t'Á\l'. !,J
{ f\ .f'Y / Loi Åqü¿rls cour¡rY -
'; r¡:Ê;.'7 l¡':¡ri'r¡ lrP Årf 2l :ùl0i !-,"--.i,;1--*."."¡..,."* 28 ,)
A-559 5
A notary publìc or other off¡cer completing
this certìficate verìfies only the ¡dentìty of
the ìndividual who sìgned the document to
which th¡s certif¡cate ¡s attached, and not the
truthfulness, accuracy, or val¡dity of that

STATE OF CALIFORNIA
ss:

COUNTY OF
on fYl a r! e S , 2017 before me,
(insert name and title of the officer),
I certify under PENALTY OF PERJURY under the laws of the state of california that the foregoing paragraph is true and correct
WITNESS my hand and official sea I'
Signatu re
[sea l]
t-os Évrct¿\¿>
--__---__]-
29 A-5595
EXHIBIT "A"

LEGAL DESCRIPTION
IN THE CITY OF PALMDALE, COUNry OF LOS ANGELES, STATE OF CALIFORNIA BEING THAT PORTION OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SECTION 27 TOWNSHIP 6 NORTH, RANGE 12 WEST, SAN BERNARDINO MERIDIAN, DESCRIBED AS FOLLOWS:

BEGINNING AT THE SOUTHWEST CO RN ER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARÍER OF THE NORTHWEST QUARTER OF SAID SECTION 27; THENCE, ALONG THE SOUTHERLY LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 27, SOUTH 89'53'26,, EAST, 5O.OO FEET TO A POINT ON THE EASTERLY LINE OF THE EASEMENT DESCRIBED IN PARTA OF THE ROAD DEED RECORDED FEBRUARY 3, 1967 AS INSTRUMENT NO, 1895, OFIICIAL RECORDS OF sAtD couNTY, SAID POINT BEING THE TRUE POINT OF BEGINNING; THENCE, ALONG SAlD EASTERLY LINE THE FOLLOWING FOUR (4} COURSES:

1. NORTH OO'32'20'' WEST,71,77 FEET;
2, NORTH 0L"22,L3" EAST, 300.17 FEET;

3. NORTH 00.32'20,'WEST, 218.53 FEET TO THE BEGINNING OF A CURVE, CONCAVE SOUTHEASTERLY, HAVING A RADIUS OF 27,0O IEEI;
4, NORTHEASTERLY ATONG SAID CURVE THROUGH A CENTRAL ANGLE OF 96'11'04'AN ARC LENGTH OF 45,33 FEET TO THE BEGINNING OF A COI\IPOUND CURVE, CONCAVE SOUTHERLY, HAVING A RADIUS OF 95O,OO FEET, A RADIAL LINE FROM SAID BEGINNING OF CURVE BEARS SOUTH 05'38.44'' WEST, SAID COMPOUND CURVE BEING THE SOUTHERLY LINE OF THE EASEI\IENT DESCRIBED IN THE ROAD DEED RECORDED FEBRUARY 1, 1957 lN BOOK 53536, PAGE 146, OFFICIAL RECORDS OF SAlD COU NTY.

THENCE, ALONG SAID SOUTHERLY LINE, THE FOLLOWING TWO (2) COURSES

1. EASTERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 23" 13'29" AN ARC LENGTH OF 385,08 FEEÏ;

2. SOUTH 6T"07'47'' EAST, ß2.47 FEET TO THE SOUTHWESTERLY LINE OF THE EASEMENT DESCRIBED IN THE DOCUMENT ENTITLED "AMENDED FINAL ORDER OF CONDEMNATION,, RECORDED MAY 17, 201145 INSTRUMENT NO. 203.10695447, OFFICIAL RECORDS OF SAID COUNTY;

THENCE, ALONG THE SOUTHWESTERLY, WESTERLY AND NORTHWESTERLY LINES OF THE PARCELS DESCRIBED IN SAID DOCUMENT, THE FOLLOWING SIX (6) COURSES:

L, souTH 51'38',47" EASI 254,92 FEET;

2. SOUTH 61"07'47" E45T,64.35 FEEÏ;
3, SOUTH !6"06'22" EAST,34,40 FEET;
4, SOUTH 29.03'41" WEST,290.26 FEETTOTHE BEGINNING OFACURVE, CONCAVE EASTERLY, HAVING A RADIUS OF 466,50 FEET;
A-1
A-5595

5. SOUTHERLY ALONG SAID CURVE THROUGH A CENTRAL ANGLE OF 18'42'32'' AN ARC LENGTH OF

1.52.33 FEET;
6, SOUTH 54'1]7'21, WEST, 23.09 FEET TO THE SOUTHERLY LINE OF THE NORTH HALF OF THE

SOUTHEAST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 27;
THENCE, ALONG SAID LINE, NORTH 89"55'37., WEsT, 209,72 FEET TO THE EASTERLY LINE OF THE SOUTHWEST QUARTER OF THE NORTHWEsT QUARTER OF THE NORTHWEsT QUARTER OF SAID sECTION 27; THENCE, ALONG SAID IINE, NORTH 00"37.42'' WEST, 335,60 FEET TO SAID SOUTHERLY LINE OF SAID NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF THE NORTHWEST QUARTER OF SAID SECTION 27; THENCE, ALONG SAID SOUTHERLY LINE, NORTH 89"53'26.. WEST, 619.58 FEET TO THE TRUE POINT OF BEGINNING.

THE ABOVE DESCRIBED PARCEL CONTAINS 12.13 ACREs, I\4ORE OR LESS.

A-2
A-ïrq5
EXHIBIT "B''

DEPICTION OF THE PROPERTY
B-1
A-5 59 5
EXHIBIT "C"

ADDITIONAL PUBLIC BENEFITS
1 Where applicable, one exarnple of how this provision may be satisfied with respect to tenants is that, prior to the occupåncy of spåce by a tenant, Owner may provide a written statement to the tenant which ìncludes words to the efÍe.l ol "Owner encouruges Tenant to híre or contrdct w¡th local, women-owned, ot m¡nar¡ty-owned f¡ms ot locql res¡dents, woñen, ond m¡notities ãs patt of its bus¡ness ptoctices."
c-1
owner shall pay seventeen Thousand F¡ve
Hundred Dollars {S17,500.00) to the Pêlmdêle
Commun¡ty Foundation to be used to support
community activit¡es related to healthy
lifestyle.

S7,5oo upon occupancy of
second medical office building
within the Project, with 52,500
per year paid on the four
anniversary dates of that first
payment.

Donation to Palmdale
Commun¡ty Foundat¡on 1
The Project will comply w¡th all mandatory
provìsions of the Californìa Green BuÌlding
Standards Code.

At the times required under
applicable regulat¡ons. 2 Susta¡nability
The Project's park¡ng structures shall include
up to 1.0% (as determined by Owner), more
charg¡ng stations than otherwise required by
appl¡cable regulations.
$ Charging Stat¡onsAs built,
owner shall provide the c¡ty wlth criter¡a for
the use of public spaces within the Project
area for act¡v¡t¡es such as health fairs,
education seminars, marathons, festìvals,
special health screenings, and other healthy-
l¡ving themed events.

Prior to occupancy of the thìrd
medical office build¡ng w¡thin
the Project,
4 Public Spaces
owner shall develop a program to facilitate
short-term, below-market leases to local non-
prof¡t health care providers for up to a
cumulat¡ve total of 2,000 sf of office space.

After completion of the Project
and occupancy of all buildings
within the Project.
5Non-Profit Health Care
Provider Leases
To the extent w¡thin its control, commercially
feasible and reasonable, and consistent with
all applicable laws, Owner shall encourage the
hiring of local, women-owned, and minority-
owned firms or locêl residents, women and
minority individuals {i) for Project construction
and {i¡) bV future tenants of the Project.l
6 HiringAs âpplicable.

Developer shall use ¡ts best efforts to develop
a commercially feasible and reasonable
program for a service to transport seniors
within the City to the Project,
After the Project is complete
and fully Ieased. 7 Shuttle Access
A-55q5
EXHIBIT "D"
FEES
Development Fees shall be paid for those
Development Fees in effect on the Effective Date
at the rates in effect on the Effective Date, lf,
after the Effective Date, the City cumulatively
decreases the rate of any Development Fee by
50% or more, the Project shall be subject only to
the reduced rate,
subject to the combined
Fee Cap, Development Fees
incurred before completìon
of construction of the
second parking structure
for the Project shall be pa¡d
upon complet¡on of that
construction and the
certification by the City
that the second parking
structure ¡s available for
use. Development Fees
incurred after that date
shall be paid when due
under applicable City
regulation.
1 Development Fees
(See Section 5.11)
Under no circurnstance shall Owner be required
to pay more than Three Million Dollars
{53,000,000) toward the combined amount of
{the "combined Fee cap")r
Development Fees (including the full amount
of all Development Fees paid through the
Parking Dìstrict with respect to the Parking
Facilities); and
Adrninistrative Fees (see ltem 2 below),
Owner shall pay all Adm¡nistrêtive Fees whìch
would normally be charged for a¡l projects wìthin
the City under City regulat¡ons ¡n effect at the
time payment is due.

Development Fees {including the full amount
of all Development Fees pa¡d through the
Parking District with respect to the Parking
Fac¡litìes); and
Administrat¡ve Fees.

Subject to the Combined
Fee Cap, Administrative
Fees shall be paid at the
time those fees would
normally be pa¡d for all
projects within the City
under City regu lations in
effect when that payment
is normally due.
^ Administrative Fees z (See Section 5.1)
Under no circumstance shall Owner be required
to pay more than the Combined Fee Cap towardt
Pass-Through Fees shall be
paid at the t¡me those fees
v,rould normally be paid for
all projects within the C¡tv,
provided that no Pass-
Through Fees shall be
collected from the Project
more than thirty (30) days
before those fees are
required to be delivered to
the pass-through agencies,
3Pass-Through Fees
(See Secl¡on 5.30)
Owner shall pay all Pass-Through Fees which are
collected, but not imposed, by the City.

D-1
City Council Staff Report
DATE: NOVEMBER 02, 2022
TO: HONORABLE MAYOR AND CITY COUNCIL
FROM: PUBLIC WORKS DEPARTMENT

ENGINEERING DIVISION
DISTRICT: 3
SUBJECT: NOTICE OF COMPLETION – ACCEPT PUBLIC IMPROVEMENTS FOR TRACT 6 0789 LOCATED AT WEST OF 40 TH STREET EAST

AND HOLLOWGLEN DRIVE
ISSUE
Notice of Completion – Accept Public Improvements for Tract 60789 located west of 40th Street East and Hollowglen Drive.

RECOMMENDATION
Staff recommends that the City Council:

1. Accept the completed public improvements for Tract 60789 located west of 40th Street East and Hollowglen Drive.

2. Authorize the Interim City Manager or her designee to file a Notice of Completion and release the security for the completed public improvements.

BACKGROUND
This project constructed street improvements on 40th Street East and within Tract 60789.

The public improvements have been installed per the approved construction plan, inspected, and approved by City Public Works inspection staff.

DISCUSSION
The required public improvements for the project listed in Exhibit “A” and shown in Exhibit “B” have been completed to the satisfaction of the City Engineer as required in the Subdivision/Development Improvement Agreement between the developer and the City. This council action will accept the public improvements as complete and will begin a one-year period, thereafter transferring maintenance responsibility of these improvements from the developer to the City of Palmdale. This council action will also initiate the City ’s release of applicable securities posted for this project in accordance Report to Mayor and City Council
Re: Acceptance of Completed Public Improvements
November 02, 2022

Page 2 ends
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