NEW ISSUE – BOOK-ENTRY ONLY RATING: S&P: “AA” See the caption “RATING.” In the opinion of Best Best & Krieger LLP, Riverside, California, Bond Counsel, subject, however, to certain qualifications described herein, under existing law, the interest on the Bonds is excluded from gross income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, although for the purpose of computing the federal alternative minimum tax imposed on certain corporations, such interest is taken into account in determining certain income and earnings. In the further opinion of Bond Counsel, interest on the Bonds is exempt from State of California personal income taxes. See the caption “TAX EXEMPTION.” $20,890,000 Corona UTILITY Authority 2013 WASTEWATER Revenue Bonds (Wastewater Projects) Dated: Date of DeliveryDue: September 1, as shown on inside front cover The Bonds are being issued in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York. Individual purchases will be made in integral multiples of $5,000 and will be in bookâentry form only. Purchasers of the Bonds will not receive certificates representing their beneficial ownership in the Bonds but will receive credit balances on the books of their respective nominees. Interest on the Bonds is payable on March 1 and September 1 of each year, commencing March 1, 2014. Payment of the principal of and interest on the Bonds is to be made to Cede & Co., which is to disburse said payments to the Beneficial Owners of the Bonds through their nominees. The Bonds are subject to optional redemption and mandatory sinking fund redemption, all as more fully described in this Official Statement. The Bonds are being issued to provide funds: (i) to currently refund a portion of the outstanding City of Corona Certificates of Participation (Clearwater Cogeneration and Recycled Water Project) Series 2003; (ii) to currently refund all of the outstanding City of Corona 1997 Refunding Certificates of Participation (Wastewater Treatment Facilities Project); (iii) to prepay all outstanding amounts under a loan contract with the State of California Water Resources Control Board; (iv) to acquire certain improvements for the Wastewater Enterprise; and (v) to pay costs incurred in connection with the issuance of the Bonds. The Bonds are being delivered pursuant to the Indenture of Trust, dated as of June 1, 2013, by and between the Corona Utility Authority and The Bank of New York Mellon Trust Company, N.A., as trustee. The Bonds are a special limited obligation of the Utility Authority payable solely from Net Revenues of the Wastewater Enterprise on a parity with payments under two loan contracts with the State of California Water Resources Control Board, and from certain other funds and accounts held by the Trustee pursuant to the Indenture. The Wastewater Enterprise is operated by the City’s Department of Water and Power on behalf of the Utility Authority, which leases the Wastewater Enterprise from the City pursuant to the Wastewater Enterprise Lease Agreement. Neither the full faith and credit nor any other revenues or funds of the Utility Authority are pledged to or available for the payment of debt service on the Bonds. The obligation of the Utility Authority to make payments of principal of and interest on the Bonds does not constitute an obligation for which the Utility Authority is obligated to levy or pledge any form of taxation or for which the Utility Authority has levied or pledged any form of taxation. The Utility Authority has no taxing power. The Bonds are not a debt of the City of Corona, the County of Riverside, the State of California or any of its political subdivisions in contravention of any constitutional or statutory limitations, and neither the City, the County of Riverside, the State of California nor any of its political subdivisions is liable on the Bonds, nor in any event will the Bonds be payable out of any funds or properties of the Utility Authority other than the Net Revenues. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. MATURITY SCHEDULE (See inside front cover) The Bonds are offered when, as and if delivered and received by the Underwriter, subject to approval as to legality by Best Best & Krieger LLP, Riverside, California, acting as Bond Counsel, and certain other conditions. Certain legal matters will be passed upon for the City and the Utility Authority by the City Attorney, for the Utility Authority by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, acting as Disclosure Counsel, and for the Trustee by its counsel. It is anticipated that the Bonds will be available for delivery through the facilities of The Depository Trust Company on or about June 26, 2013. Dated: June 4, 2013 $20,890,000 Corona UTILITY Authority 2013 WASTEWATER Revenue Bonds (WASTEWATER Projects) MATURITY SCHEDULE BASE CUSIP† 219706 $18,030,000 Serial Bonds Maturity (September 1) 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 Principal Amount $ 2,145,000 2,330,000 2,400,000 1,940,000 2,015,000 590,000 615,000 640,000 665,000 690,000 725,000 760,000 800,000 840,000 875,000 Interest Rate 2.000% 3.000 4.000 4.000 4.000 4.000 4.000 4.000 4.000 5.000 5.000 5.000 5.000 4.000 5.000 Yield 0.250% 0.400 0.600 0.840 1.100 1.420 1.700 2.010 2.270 2.480 2.760* 2.930* 3.090* 3.330* 3.000* CUSIP† AA6 AB4 AC2 AD0 AE8 AF5 AG3 AH1 AJ7 AK4 AL2 AM0 AN8 AP3 AQ1 $2,860,000 4.000% Term Bonds Due September 1, 2031 – Yield 3.850%* CUSIP† AT5 * Yield to first optional redemption date of September 1, 2023 at par. † CUSIP® is a registered trademark of the American Bankers Association. Copyright© 1999-2013 Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business. All rights reserved. CUSIP® data herein is provided by Standard & Poor’s CUSIP Service Bureau. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Service Bureau. CUSIP® numbers are provided for convenience of reference only. None of the City, the Utility Authority or the Underwriter takes any responsibility for the accuracy of such numbers. CORONA UTILITY AUTHORITY BOARD OF DIRECTORS Jason Scott, President Karen Spiegel, Vice-President Dick Haley, Director Eugene Montanez, Director Stan Skipworth, Director CITY OF CORONA CITY COUNCIL MEMBERS Jason Scott, Mayor Karen Spiegel, Vice-Mayor Dick Haley, Council Member Eugene Montanez, Council Member Stan Skipworth, Council Member CITY STAFF Bradly Robbins, City Manager Randy Fox, City Treasurer Kerry Eden, Finance Director Jonathan Daly, General Manager, Department of Water and Power Dean Derleth, Esq., City Attorney SPECIAL SERVICES Bond Counsel Financial Advisor Best Best & Krieger LLP Riverside, California CSG Advisors Incorporated San Francisco, California Trustee and Escrow Agent Disclosure Counsel The Bank of New York Mellon Trust Company, N.A. Los Angeles, California Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California Verification Agent Causey Demgen & Moore P.C. Denver, Colorado No dealer, broker, salesperson or other person has been authorized by the City, the Utility Authority or the Underwriter to give any information or to make any representations, other than those contained in this Official Statement, and if given or made, such information or representation must not be relied upon as having been authorized by any of the foregoing. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. The information and expressions of opinion in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Bonds shall under any circumstances create any implication that there has been no change in the affairs of the City or the Utility Authority or other matters described in this Official Statement since the date hereof. CERTAIN STATEMENTS CONTAINED IN THIS OFFICIAL STATEMENT REFLECT NOT HISTORICAL FACTS BUT FORECASTS AND “FORWARD-LOOKING STATEMENTS.” NO ASSURANCE CAN BE GIVEN THAT THE FUTURE RESULTS DISCUSSED IN THIS OFFICIAL STATEMENT WILL BE ACHIEVED, AND ACTUAL RESULTS MAY DIFFER MATERIALLY FROM THE FORECASTS DESCRIBED HEREIN. IN THIS RESPECT, THE WORDS “ESTIMATE,” “PROJECT,” “ANTICIPATE,” “EXPECT,” “INTEND,” “BELIEVE” AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS. ALL PROJECTIONS, FORECASTS, ASSUMPTIONS, EXPRESSIONS OF OPINIONS, ESTIMATES AND OTHER FORWARD-LOOKING STATEMENTS ARE EXPRESSLY QUALIFIED IN THEIR ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. THE BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT. THE BONDS HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. The Underwriter has provided the following sentence for inclusion in this Official Statement: The Underwriter has reviewed the information in this Official Statement in accordance with, and as part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. This Official Statement and the information contained herein are subject to completion or amendment without notice. These securities may not be sold nor may an offer to buy be accepted prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE INSIDE FRONT COVER PAGE OF THIS OFFICIAL STATEMENT AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. The City maintains a website. However, the information presented on such website is not part of this Official Statement and should not be relied upon in making an investment decision with respect to the Bonds. TABLE OF CONTENTS Page Page Future Wastewater Enterprise Improvements .................................................. 28 WASTEWATER ENTERPRISE FINANCIAL INFORMATION ................................................. 30 Financial Statements ........................................ 30 Wastewater Enterprise Reserves ...................... 30 Historic Wastewater Enterprise Operating Results and Debt Service Coverage ................. 31 Projected Wastewater Enterprise Operating Results and Debt Service Coverage ................. 32 PENSION OBLIGATIONS AND OTHER POST-EMPLOYMENT BENEFITS................... 34 Pension Plan ..................................................... 34 Other Post-Employment Benefits .................... 38 ELECTRIC DISTRIBUTION SYSTEM ............ 40 Retail Electric System ...................................... 40 Electric Distribution System Operating Results .............................................................. 41 CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES .............. 42 Article XIIIB .................................................... 42 Proposition 218 ................................................ 42 Future Initiatives .............................................. 44 APPROVAL OF LEGAL PROCEEDINGS ....... 44 LITIGATION ...................................................... 44 The City ........................................................... 44 The Utility Authority ....................................... 44 TAX EXEMPTION ............................................. 44 CONTINUING DISCLOSURE .......................... 46 RATING .............................................................. 46 FINANCIAL ADVISOR ..................................... 46 UNDERWRITING .............................................. 46 MISCELLANEOUS ............................................ 47 INTRODUCTION .................................................1 General ............................................................... 1 Refunding Plan ...................................................2 The 2013 Project ................................................3 Estimated Sources and Uses of Funds ................4 THE BONDS .........................................................4 General Provisions .............................................4 Book-Entry Only System ...................................5 Transfers and Exchanges Upon Termination of Book-Entry Only System ..........5 Redemption ........................................................ 6 Selection of Bonds for Redemption ...................6 Notice of Redemption ........................................7 Effect of Redemption .........................................7 Debt Service Schedule........................................8 SECURITY FOR THE BONDS ............................8 General ............................................................... 8 Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs ..........10 Power Sales Agreement....................................11 Rate Covenant ..................................................13 No Reserve Fund ..............................................14 Additional Indebtedness ...................................14 THE UTILITY AUTHORITY.............................15 THE CITY ...........................................................15 THE WASTEWATER ENTERPRISE ................15 Service Area .....................................................15 Land Use ..........................................................15 Treatment and Transmission Facilities .............15 Western Riverside County Regional Wastewater Authority Treatment Plant ............17 Regulatory Matters ...........................................19 Management .....................................................19 Employees and Employee Benefits .................. 20 Budget Process .................................................20 Insurance ..........................................................20 Outstanding Obligations ...................................20 Historic and Projected Wastewater Enterprise Connections.....................................22 Historic and Projected Wastewater Enterprise Daily Average Flow ........................23 Historic and Projected Wastewater Enterprise Service Charge Revenues................ 24 Largest Wastewater Enterprise Customers .......25 Wastewater Enterprise Rates and Charges .......25 Wastewater Enterprise Collection Procedures ........................................................28 APPENDIX A - AUDITED FINANCIAL STATEMENTS ...................... A-1 APPENDIX B - DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE ......................... B-1 APPENDIX C - FORM OF OPINION OF BOND COUNSEL ................. C-1 APPENDIX D - INFORMATION CONCERNING DTC ............ D-1 APPENDIX E - FORM OF CONTINUING DISCLOSURE CERTIFICATE ...................... E-1 APPENDIX F - CITY AND COUNTY INFORMATION .....................F-1 i $ " ! # 15 | þ } · 71 n Ki Mc o gn Ma St Ma in St ley | þ } · 91 Bl Sixth St Gr an Ontario A v City of Corona Waste Water Service Areas Corona Home Gardens Home Gardens first right of refusal Unincorporated Regions in Corona Service Area Corona City Limits μ d ol gn Ma Av ia Te m es ca l Ca ny on R d lia Av [THIS PAGE INTENTIONALLY LEFT BLANK] SUMMARY STATEMENT This summary is subject in all respects to the more complete information contained in this Official Statement, and the offering of the Bonds to potential investors is made only by means of the entire Official Statement. Purpose. The Bonds are being issued to provide funds: (i) to currently refund a portion of the outstanding City of Corona Certificates of Participation (Clearwater Cogeneration and Recycled Water Project) Series 2003; (ii) to currently refund all of the outstanding City of Corona 1997 Refunding Certificates of Participation (Wastewater Treatment Facilities Project); (iii) to prepay all outstanding amounts under a loan contract with the State of California Water Resources Control Board, all as described under the caption “INTRODUCTION—Refunding Plan;” (iv) to acquire certain improvements for the Wastewater Enterprise, as described under the caption “INTRODUCTION—The 2013 Project;” and (v) to pay costs incurred in connection with the issuance of the Bonds. Security for the Bonds. The Bonds are a special limited obligation of the Utility Authority payable solely from Net Revenues of the Wastewater Enterprise on a parity with payments under two loan contracts with the State Water Resources Control Board, and from certain other funds and accounts held by the Trustee pursuant to the Indenture. Neither the full faith and credit nor any other revenues or funds of the Utility Authority are pledged to or available for the payment of debt service on the Bonds. The obligation of the Utility Authority to make payments of principal and interest on the Bonds does not constitute an obligation for which the Utility Authority is obligated to levy or pledge any form of taxation or for which the Utility Authority has levied or pledged any form of taxation. The Utility Authority has no taxing power. The Bonds are not a debt of the City of Corona, the County of Riverside, the State of California or any of its political subdivisions in contravention of any constitutional or statutory limitations, and neither the City, the County of Riverside, the State of California nor any of its political subdivisions is liable on the Bonds, nor in any event will the Bonds be payable out of any funds or properties of the Utility Authority other than the Net Revenues. Rate Covenant. The Utility Authority will fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which are sufficient to yield Net Revenues, at least equal to 125% of Debt Service (including the payments of principal of and interest on the Bonds) becoming due and payable during such Fiscal Year. See the caption “SECURITY FOR THE BONDS—Rate Covenant.” Additional Indebtedness. The Indenture does not permit the Utility Authority to issue or incur any bond, note, warrant evidence of indebtedness, contract, instrument or other agreement payable from Net Revenues the payment of which is prior to and senior to the payment of principal of and interest on the Bonds. The Indenture permits the Utility Authority to incur Parity Obligations payable on a parity with the payments of principal of and interest on the Bonds provided that certain conditions are satisfied as described in the Indenture. See the caption “SECURITY FOR THE BONDS—Additional Indebtedness.” Nothing in the Indenture precludes the Utility Authority from entering into obligations which constitute Direct Costs or Allocated Costs and are, therefore, payable from Gross Revenues of the Wastewater Enterprise prior to the payments of principal of and interest on the Bonds. See the caption “SECURITY FOR THE BONDS—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs.” Redemption. The Bonds are subject to optional redemption and mandatory sinking fund redemption, all as more fully described under the caption “THE BONDS—Redemption.” The Wastewater Enterprise. The Wastewater Enterprise includes approximately 44 miles of wastewater mains, 12 lift stations, 5.7 miles of force mains and 423 miles of gravity-fed pipelines ranging in i size from 6 inches to 42 inches in diameter, the majority of which were constructed in the 1980s and 1990s. The Wastewater Enterprise has a total treatment capacity of approximately 15.5 million gallons per day. Wastewater is treated at three facilities: (i) Water Reclamation Facility #1; (ii) Water Reclamation Facility #2; and (iii) Water Reclamation Facility #3. Wastewater flow from Water Reclamation Facility #1, Water Reclamation Facility #2 and Water Reclamation Facility #3 is fully interconnected and the sludge from each facility is currently treated at Water Reclamation Facility #1 alone. In Fiscal Year 2012, the average daily flow of the Wastewater Enterprise was approximately 12.90 million gallons per day from 35,015 residential connections and 2,199 commercial connections. The Wastewater Enterprise is operated by the City’s Department of Water and Power on behalf of the Utility Authority, which leases the Wastewater Enterprise from the City pursuant to the Wastewater Enterprise Lease Agreement. See the caption “SECURITY FOR THE BONDS—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs.” ii $20,890,000 CORONA UTILITY AUTHORITY 2013 WASTEWATER REVENUE BONDS (WASTEWATER PROJECTS) INTRODUCTION General This Official Statement, including the cover page and all appendices, provides certain information concerning the sale and delivery of the Corona Utility Authority 2013 Wastewater Revenue Bonds (Wastewater Projects) (the “Bonds”). Descriptions and summaries of various documents set forth in this Official Statement do not purport to be comprehensive or definitive, and reference is made to each document for complete details of all applicable terms and conditions. All statements in this Official Statement are qualified in their entirety by reference to each such document. Capitalized terms used and not otherwise defined in this Official Statement have the meanings ascribed thereto in Appendix B. The Bonds are being issued pursuant to an Indenture of Trust, dated as of June 1, 2013 (the “Indenture”), by and between the Corona Utility Authority (the “Utility Authority”) and The Bank of New York Mellon Trust Company, N.A., Los Angeles, California, as trustee (the “Trustee”). The Bonds are limited obligations of the Utility Authority payable solely from Net Revenues of the Wastewater Enterprise, consisting of all of the Gross Revenues of the Wastewater Enterprise minus the amount required to pay all Direct Costs and Allocated Costs of the Wastewater Enterprise, and from certain other funds and accounts held by the Trustee pursuant to the Indenture. The Wastewater Enterprise is operated by the City of Corona (the “City”) Department of Water and Power (“DWP”) on behalf of the Utility Authority, which leases the Wastewater Enterprise from the City pursuant to the Wastewater Enterprise Lease Agreement described under the caption “SECURITY FOR THE BONDS—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs.” Neither the full faith and credit nor any other revenues or funds of the Utility Authority (other than the Net Revenues) are pledged to or available for the payment of debt service on the Bonds. The obligation of the Utility Authority to make payments of principal and interest on the Bonds does not constitute an obligation for which the Utility Authority is obligated to levy or pledge any form of taxation or for which the Utility Authority has levied or pledged any form of taxation. The Utility Authority has no taxing power. The Bonds are not a debt of the City, the County of Riverside (the “County”), the State of California (the “State”) or any of its political subdivisions in contravention of any constitutional or statutory limitations, and neither the City, the County, the State nor any of its political subdivisions is liable on the Bonds, nor in any event will the Bonds be payable out of any funds or properties of the Utility Authority other than the Net Revenues. See the caption “SECURITY FOR THE BONDS.” The Bonds are being issued to provide funds: (i) to currently refund a portion of the outstanding City of Corona Certificates of Participation (Clearwater Cogeneration and Recycled Water Project) Series 2003 (the “2003 Certificates”); (ii) to currently refund all of the outstanding City of Corona 1997 Refunding Certificates of Participation (Wastewater Treatment Facilities Project) (the “1997 Certificates”); (iii) to prepay all outstanding amounts under State Revolving Fund Contract No. 6-807-550-0 (Loan No. C-06-4461-110) dated September 12, 1996 (as amended by Amendment No. 1 on June 25, 1997, the “1997 SRF Loan”), with the State Water Resources Control Board (the “SWRCB”), all as described under the caption “—Refunding Plan;” (iv) to acquire certain improvements for the Wastewater Enterprise, as described under the caption “—The 2013 Project;” and (v) to pay costs incurred in connection with the issuance of the Bonds. 1 Refunding Plan 2003 Certificates. The 2003 Certificates, which are currently outstanding in the aggregate principal amount of $51,745,000, were executed and delivered pursuant to a Trust Agreement, dated as of May 1, 2003 (the “2003 Trust Agreement”), by and among the City, the Corona Public Financing Authority (the “Financing Authority”) and The Bank of New York Mellon Trust Company, N.A., formerly known as BNY Western Trust Company, as trustee (the “2003 Trustee”). The Utility Authority plans to apply a portion of the proceeds of the Bonds to effect the current refunding of a $12,515,000 portion of the outstanding obligations with respect to the 2003 Certificates attributable to the financing of a biosolids dryer (the “Refunded 2003 Certificates”), which was acquired pursuant to the 2003 Cogeneration Project Installment Purchase Agreement (as such term is defined below). See the caption “SECURITY FOR THE BONDS—Power Sales Agreement.” Under an Escrow Deposit and Trust Agreement, dated as of June 1, 2013 (the “2003 Escrow Agreement”), by and among the City, the Financing Authority, the Utility Authority and the 2003 Trustee, the Utility Authority will deliver a portion of the proceeds of the Bonds to the 2003 Trustee for deposit in the escrow fund established under the 2003 Escrow Agreement (the “2003 Escrow Fund”). Additionally, the City will transfer certain amounts from funds and accounts relating to the 2003 Certificates to the 2003 Trustee for deposit in the 2003 Escrow Fund. The 2003 Trustee will invest a portion of the amounts deposited in the 2003 Escrow Fund in Federal Securities as set forth in the 2003 Escrow Agreement. From the maturing principal of the Federal Securities and related investment income and other moneys on deposit in the 2003 Escrow Fund, the 2003 Trustee will pay on September 1, 2013 the principal with respect to the Refunded 2003 Certificates maturing after September 1, 2013, plus related interest accrued to such date, without premium. Sufficiency of the deposits in the 2003 Escrow Fund for such purposes will be verified by Causey Demgen & Moore P.C., Denver, Colorado (the “Verification Agent”). Assuming the accuracy of such computations, as a result of the deposit and application of funds as provided in the 2003 Escrow Agreement, the Refunded 2003 Certificates will be defeased pursuant to the provisions of the 2003 Trust Agreement and the Installment Purchase Agreement (Cogeneration Project), dated as of May 1, 2003 (the “2003 Cogeneration Project Installment Purchase Agreement”), by and between the City and the Financing Authority, as of the date of issuance of the Bonds. See the caption “—Verification.” Upon the defeasance of the Refunded 2003 Certificates, $39,230,000 aggregate principal amount of 2003 Certificates will remain outstanding. The Utility Authority expects the City of Riverside to deposit with the 2003 Trustee on or before August 1, 2013 moneys sufficient, together with approximately $1,000,000 from the City’s Electric Distribution System, to prepay all remaining amounts due with respect to the 2003 Certificates on September 1, 2013. See the captions “SECURITY FOR THE BONDS—Power Sales Agreement” and “ELECTRIC DISTRIBUTION SYSTEM.” The amounts held and invested by the 2003 Trustee in the 2003 Escrow Fund are pledged solely to the payment of the Refunded 2003 Certificates. Neither the funds deposited in the 2003 Escrow Fund nor the interest on the invested funds will be available for the payments of principal of and interest on the Bonds. 1997 Certificates. The 1997 Certificates, which are currently outstanding in the aggregate principal amount of $1,965,000, were executed and delivered pursuant to a Trust Agreement, dated as of January 1, 1997 (the “1997 Trust Agreement”), by and among the City, the Corona Public Improvement Corporation (“CPIC”) and Wells Fargo Bank, National Association, as trustee (the “1997 Trustee”). The Utility Authority plans to apply a portion of the proceeds of the Bonds to effect the current refunding of all outstanding obligations with respect to the 1997 Certificates. Under an Escrow Deposit and Trust Agreement, dated as of June 1, 2013 (the “1997 Escrow Agreement”), by and among the City, CPIC, the Utility Authority and the 1997 Trustee, the Utility Authority will deliver a portion of the proceeds of the Bonds to the 1997 Trustee for deposit in the escrow fund established under the 1997 Escrow Agreement (the “1997 Escrow Fund”). Additionally, the City will transfer 2 certain amounts from funds and accounts relating to the 1997 Certificates to the 1997 Trustee for deposit in the 1997 Escrow Fund. From the moneys on deposit in the 1997 Escrow Fund, the 1997 Trustee will pay on July 9, 2013 the principal with respect to the 1997 Certificates, plus related interest accrued to such date, without premium. Sufficiency of the deposits in the 1997 Escrow Fund for such purposes will be verified by the Verification Agent. Assuming the accuracy of such computations, as a result of the deposit and application of funds as provided in the 1997 Escrow Agreement, the 1997 Certificates will be defeased pursuant to the provisions of the 1997 Trust Agreement and the Amended and Restated Lease Agreement, dated as of January 1, 1997, by and between the City and CPIC, as of the date of issuance of the Bonds. See the caption “— Verification.” The amounts held and invested by the 1997 Trustee in the 1997 Escrow Fund are pledged solely to the payment of the 1997 Certificates. Neither the funds deposited in the 1997 Escrow Fund nor the interest on the invested funds will be available for the payments of principal of and interest on the Bonds. 1997 SRF Loan. The 1997 SRF Loan is currently outstanding in the aggregate principal amount of approximately $8,197,886. The Utility Authority plans to apply a portion of the proceeds of the Bonds to prepay all outstanding amounts under the 1997 SRF Loan on or about the date of issuance of the Bonds. Verification. Upon the issuance of the Bonds, the Verification Agent, an independent firm of certified public accountants, will deliver to the Utility Authority its report indicating that it has examined, in accordance with standards established by the American Institute of Certified Public Accountants, the information and assertions provided by the City, the Utility Authority and their representatives. Included in the scope of the Verification Agent’s examination will be: (i) a verification of the mathematical accuracy of the computations of the adequacy of the cash deposited with the 2003 Trustee and the maturing principal of and interest on the Federal Securities to pay the interest, principal and prepayment price with respect to the Refunded 2003 Certificates, on and prior to their prepayment date; (ii) a verification of the mathematical accuracy of the computations of the adequacy of the cash deposited with 1997 Trustee to pay the interest, principal and prepayment price with respect to the 1997 Certificates, on and prior to their prepayment date; and (iii) the computations of yield of the Bonds and the Federal Securities which support Bond Counsel’s opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes. The 2013 Project A portion of the proceeds of the Bonds is expected to be used by the City, as agent of the Utility Authority pursuant to an Agency Agreement, dated as of June 1, 2013 (the “Agency Agreement”), by and between the City and the Utility Authority, to finance a portion of the costs of the following capital improvements (collectively, the “2013 Project”): (i) the replacement and upgrade of both influent screening units at WRF 1 (as such term is defined under the caption “THE WASTEWATER ENTERPRISE—Treatment and Transmission Facilities—Water Reclamation Facility #1”) and the addition of a third influent screening unit; (ii) improvements to Plant 1B at WRF 1 to add primary clarifiers and upgrade the aeration system; (iii) the installation of an automated centrifuge facility at WRF 1 to increase biosolids dryness; (iv) the replacement of an existing digester dome at WRF 1 with a flexible membrane dome capable of storing larger amounts of methane gas for use as fuel for the digester boiler; (v) the replacement of a biosolids mixing tank, the installation of new pumps and other upgrades to processing facilities at WRF 1; and (vi) certain other miscellaneous Wastewater Enterprise capital improvements. The above-described capital improvements are expected to cost a total of approximately $6,500,000. The City expects to apply Wastewater Enterprise reserves to pay the portion of such costs that are not financed from proceeds of the Bonds. 3 The City currently expects to receive all necessary environmental and other approvals in connection with the 2013 Project in a timely manner and to complete the construction of all components of the 2013 Project before June 2016. Pursuant to the terms of the Agency Agreement, the City, as agent of the Utility Authority, has the right to make any changes to the description of the 2013 Project or of any project component, whenever the City deems such changes to be necessary and appropriate; provided, however, that any such change may not alter (except as otherwise provided in the Indenture) the essential nature of the 2013 Project, and that an increase in construction costs will not result from such change, unless the City confirms that funds with the Utility Authority are sufficient to pay such increase. Estimated Sources and Uses of Funds The following table sets forth the estimated sources and uses of funds in connection with the issuance of the Bonds: Sources(1): Principal Amount of Bonds Plus Original Issue Premium City Contribution(2) Transfer from 2003 Certificates Funds and Accounts(3) Transfer from 1997 Certificates Funds and Accounts(4) Total Sources: $20,890,000 2,132,976 2,735,698 1,030,000 563,139 $27,351,813 Uses(1): 2003 Escrow Fund 1997 Escrow Fund Prepayment of 1997 SRF Loan Project Fund Costs of Issuance Fund(5) Total Uses: $12,823,600 2,012,229 8,352,826 3,903,158 260,000 $27,351,813 (1) (2) (3) (4) (5) Amounts rounded to the nearest dollar. Reflects moneys contributed by City for scheduled August 1, 2013 payment with respect to 1997 Certificates, scheduled September 1, 2013 payment with respect to 2003 Certificates and scheduled October 23, 2013 payment with respect to the 1997 SRF Loan. Includes debt service reserve fund moneys held by the 2003 Trustee for the Refunded 2003 Certificates. Includes debt service reserve fund moneys held by the 1997 Trustee for the 1997 Certificates. Includes fees of Bond Counsel, Disclosure Counsel, the Financial Advisor, the Verification Agent, the Trustee and S&P, Underwriter’s discount and printing costs. THE BONDS General Provisions The Bonds will be issued in the aggregate principal amount of $20,890,000. The Bonds will bear interest from and be dated the date of initial issuance, and will be payable upon maturity on the dates set forth on the inside front cover page. Interest on the Bonds will be payable on March 1 and September 1 of each year, commencing March 1, 2014, and will be calculated at the rates set forth on the inside front cover page of this Official Statement on the basis of a year of 360 days comprised of twelve 30 day months. The Bonds will be delivered only in fully registered form and, when issued, will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). DTC will act as securities depository for the Bonds. Ownership interests in the Bonds may be purchased in 4 book-entry form only in integral multiples of $5,000. See the caption “—Book-Entry Only System” below and Appendix D. In the event that the book-entry only system described below is discontinued, the principal of any Bond will be payable by check or draft of the Trustee upon presentation and surrender thereof at maturity or upon prior redemption at the Trust Office in Los Angeles, California. Such principal and interest will be payable in lawful money of the United States of America. Book-Entry Only System One fully-registered Bond will be issued for each maturity of the Bonds in the principal amount of the Bonds of such maturity, registered in the name of Cede & Co. and deposited with DTC. As long as the ownership of the Bonds is registered in the name of Cede & Co., the term “Owner” as used in this Official Statement will refer to Cede & Co. and not to the actual purchasers of the Bonds (the “Beneficial Owners”). The Utility Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In such event, the Bonds will be printed and delivered and will be governed by the provisions of the Indenture with respect to payment of principal and interest and rights of exchange and transfer. The Utility Authority cannot and does not give any assurances that DTC participants or others will distribute payments with respect to the Bonds received by DTC or its nominee as the registered Owner, or any redemption or other notices, to the Beneficial Owners, or that they will do so on a timely basis, or that DTC will serve and act in the manner described in this Official Statement. See Appendix D for additional information concerning DTC. Transfers and Exchanges Upon Termination of Book-Entry Only System In the event that the book-entry system described above is discontinued, the Bonds will be printed and delivered as provided in the Indenture. Thereafter, any Bond may, in accordance with its terms, be transferred on the Registration Books by the person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Transfer of any Bond will not be permitted by the Trustee during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption pursuant to the Indenture. Whenever any Bond or Bonds are surrendered for transfer, the Utility Authority will execute and the Trustee will authenticate and deliver a new Bond or Bonds for a like aggregate principal amount and of like maturity. The Trustee may require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any transfer will be paid by the Utility Authority. The cost of printing Bonds and any services rendered or expenses incurred by the Trustee in connection with any exchange will be paid by the Utility Authority. Any Bond may be exchanged at the Trust Office for a like aggregate principal amount of Bonds of other authorized denominations and of like maturity. Exchange of any Bond is not permitted during the period established by the Trustee for selection of Bonds for redemption or if such Bond has been selected for redemption pursuant the Indenture. The Trustee will require the Bond Owner requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. 5 Redemption Optional Redemption. The Bonds maturing on or before September 1, 2023 are not subject to optional redemption prior to maturity. The Bonds maturing on September 1, 2024 and thereafter are subject to redemption prior to their stated maturity at the option of the Utility Authority, as a whole or in part on any date, by such maturities as are selected by the Utility Authority from any available source of funds on or after September 1, 2023 at a redemption price equal to the principal amount of the Bonds to be redeemed together with accrued interest thereon to the date fixed for redemption. Mandatory Redemption. The Term Bonds are subject to mandatory redemption, in part by lot, from Sinking Account payments set forth in the following schedule on September 1, 2029 with respect to Term Bonds maturing September 1, 2031, and on September 1 each year thereafter, at a redemption price equal to the principal amount thereof to be redeemed (without premium), together with interest accrued thereon to the date fixed for redemption; provided, however, that if some but not all of the Bonds have been redeemed pursuant to the optional redemption provisions of the Indenture, the total amount of Sinking Account payments to be made subsequent to such redemption will be reduced in an amount equal to the principal amount of the Bonds so redeemed by reducing each such future Sinking Account payment on a pro rata basis (as nearly as practicable) in integral multiples of $5,000, as will be designated pursuant to written notice filed by the Utility Authority with the Trustee: Redemption Date (September 1) Principal Amount 2029 2030 2031* $920,000 950,000 990,000 * Final Maturity. In lieu of such redemption, the Trustee may apply amounts in the Sinking Account to the purchase of Term Bonds at public or private sale for cancellation, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as may be directed by the Utility Authority, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price then applicable to the Term Bonds, as set forth in a Written Request of the Utility Authority and subsequently cancelled or surrendered to the Trustee for cancellation. The par amount of any Term Bonds so purchased by the Utility Authority in any twelve-month period immediately preceding any August 15 in the table above will be credited towards and will reduce the principal amount of Term Bonds required to be redeemed on the succeeding September 1. Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Utility Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Utility Authority, a new Bond or Bonds of authorized denominations equal in aggregate principal amount to the unredeemed portion of the Bonds surrendered. Selection of Bonds for Redemption Whenever provision is made in the Indenture for the redemption of less than all of the Bonds, (other than mandatory sinking fund redemption of Term Bonds) the Trustee will select the Bonds to be redeemed from all Bonds or such given portion of the Bonds not previously called for redemption, among maturities as directed by the Utility Authority and within each maturity in a manner selected by the Trustee; provided, however, that if less than all of the Bonds are called for redemption at any one time, upon the written direction of the Utility Authority, the Utility Authority will specify a reduction in any pending Sinking Account payments required to be made under the Indenture which, to the extent practicable, results in substantially level Debt Service on the Bonds. For purposes of such selection, the Trustee will treat each Bond as consisting of 6 separate $5,000 portions and each such portion will be subject to redemption as if such portion were a separate Bond. Notice of Redemption Notice of redemption will be mailed by first class mail, postage prepaid, not less than 30 nor more than 60 days before any redemption date, to respective Owners of any Bonds designated for redemption at their addresses appearing on the Registration Books, and to the Securities Depositories and to the Information Services. Each notice of redemption must state the date of the notice, the redemption date, the place or places of redemption, whether less than all of the Bonds (or all Bonds of a single maturity) are to be redeemed, the CUSIP numbers and (if less than all Bonds are redeemed) Bond numbers of the Bonds to be redeemed, the maturity or maturities of the Bonds to be redeemed and in the case of Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice will also state that on the redemption date there will become due and payable on each of said Bonds the redemption price, and that from and after such redemption date interest thereon will cease to accrue, and will require that such Bonds be then surrendered. Neither the failure to receive any notice nor any defect therein will affect the proceedings for such redemption or the cessation of accrual of interest from and after the redemption date. Notice of redemption of Bonds will be given by the Trustee, at the expense of the Utility Authority, for and on behalf of the Utility Authority. With respect to any notice of optional redemption of the Bonds, such notice will state that such redemption will be conditional upon the receipt by the Trustee on or prior to the date fixed for such redemption of moneys sufficient to pay the principal of, premium, if any, and interest on such Bonds to be redeemed and that, if such moneys have not been so received, said notice will be of no force and effect and the Trustee will not be required to redeem such Bonds. In the event that such notice of redemption contains such a condition and such moneys are not so received, the redemption will not be made, and the Trustee will within a reasonable time thereafter give notice in the manner in which the notice of redemption was given, that such moneys were not so received. Effect of Redemption Notice of redemption having been duly given as set forth under the caption “—Notice of Redemption,” the Bonds (or related portions) so called for redemption will become due and payable, interest on the Bonds so called for redemption will cease to accrue, said Bonds (or related portions) will cease to be entitled to any benefit or security under the Indenture, and the Owners of said Bonds will have no rights in respect thereof except to receive payment of the redemption price thereof. All Bonds redeemed pursuant to the provisions of the Indenture will be canceled by the Trustee upon surrender thereof and destroyed. 7 Debt Service Schedule Set forth below is a schedule of payments of principal of and interest on the Bonds for each annual period ending on June 30 of the years indicated. Fiscal Year Ending June 30 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 Total Principal $ $ Interest 2,145,000.00 2,330,000.00 2,400,000.00 1,940,000.00 2,015,000.00 590,000.00 615,000.00 640,000.00 665,000.00 690,000.00 725,000.00 760,000.00 800,000.00 840,000.00 875,000.00 920,000.00 950,000.00 990,000.00 20,890,000.00 $ 549,820.84 786,450.00 730,050.00 647,100.00 560,300.00 481,200.00 429,100.00 405,000.00 379,900.00 353,800.00 323,250.00 287,875.00 250,750.00 211,750.00 174,950.00 136,275.00 96,000.00 58,600.00 19,800.00 $ 6,881,970.84 Total $ $ 549,820.84 2,931,450.00 3,060,050.00 3,047,100.00 2,500,300.00 2,496,200.00 1,019,100.00 1,020,000.00 1,019,900.00 1,018,800.00 1,013,250.00 1,012,875.00 1,010,750.00 1,011,750.00 1,014,950.00 1,011,275.00 1,016,000.00 1,008,600.00 1,009,800.00 27,771,970.84 SECURITY FOR THE BONDS General The Bonds are a special limited obligation of the Utility Authority payable solely from Net Revenues of the Wastewater Enterprise on a parity with future Parity Obligations, and from certain other funds and accounts held by the Trustee pursuant to the Indenture. Neither the full faith and credit nor any other revenues or funds of the Utility Authority are pledged to or available for the payment of debt service on the Bonds. The obligation of the Utility Authority to make payments of principal and interest on the Bonds does not constitute an obligation for which the Utility Authority is obligated to levy or pledge any form of taxation or for which the Utility Authority has levied or pledged any form of taxation. The Utility Authority has no taxing power. The Bonds are not a debt of the City, the County, the State or any of its political subdivisions in contravention of any constitutional or statutory limitations, and neither the City, the County, the State nor any of its political subdivisions is liable on the Bonds, nor in any event will the Bonds be payable out of any funds or properties of the Utility Authority other than the Net Revenues. Subject only to the provisions of the Indenture, all of the Net Revenues and any other amounts (including proceeds of the sale of the Bonds) held in any fund or account established pursuant to the Indenture have been pledged to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of the Indenture. Such pledge, charge and assignment constitutes a first lien on and security interest in the Net Revenues and will attach, be perfected and be valid and binding from and after the Closing Date, without any physical delivery thereof or further act. In order to secure the payment of principal of and interest on the Bonds, the Utility Authority will cause the City to deposit all of the Gross Revenues immediately upon receipt in the Wastewater Enterprise Fund. The Wastewater Enterprise Fund will be held by the City on behalf of the Utility Authority. On or after the first day of each month, amounts deposited in the Wastewater Enterprise Fund will be disbursed in the following order of priority: (i) payment of Direct Costs and Allocated Costs for the preceding month; and (ii) 8 payment of debt service coming due on any bonds, notes or obligations of the Utility Authority relating to the Wastewater Enterprise, including the Bonds. See the caption “—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs.” Amounts remaining in the Wastewater Enterprise Fund immediately after making the transfers required to be made pursuant to the Indenture will be used by the Utility Authority for any lawful purpose of the Utility Authority, including making lease payments under the Wastewater Enterprise Lease Agreement (as such term is defined under the caption “—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs”). The Utility Authority has transferred in trust, granted a security interest in and assigned to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Net Revenues and all of the rights of the Utility Authority under the Indenture (but none of its duties or obligations thereunder). The Trustee is entitled to and will, subject to the provisions of the Indenture, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce, all of the rights of the Trustee under the Indenture. All Net Revenues will be promptly deposited by the Trustee upon receipt in a special fund designated as the “Bond Fund” which the Trustee will establish, maintain and hold in trust; except that all moneys received by the Trustee and required under the Indenture to be deposited in the Redemption Fund will be promptly deposited in such Fund. All Net Revenues deposited with the Trustee will be held, disbursed, allocated and applied by the Trustee only as provided in the Indenture. Not later than the first Business Day preceding each date on which principal of or interest on the Bonds becomes due and payable, the Trustee will transfer from the Bond Fund and deposit into the following respective accounts (each of which the Trustee will establish and maintain within the Bond Fund), the following amounts in the following order of priority, the requirements of each such account at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: (a) The Trustee will deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such date on all Bonds then Outstanding. (b) The Trustee will deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Bonds coming due and payable on such date. (c) The Trustee will deposit in the Sinking Account an amount equal to the aggregate principal amount of the Term Bonds required to be redeemed on such date, if any, pursuant to the Indenture. All amounts in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it becomes due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to the Indenture). All amounts in the Principal Account will be used and withdrawn by the Trustee solely to pay the principal amount of the Bonds at their respective maturity dates. All moneys on deposit in the Sinking Account will be used and withdrawn by the Trustee for the sole purpose of redeeming or purchasing (in lieu of redemption) Term Bonds pursuant to the Indenture. Nothing contained in the Indenture or in the Bonds affects or impairs the obligation of the Utility Authority, which is absolute and unconditional, to pay the principal of and interest and premium (if any) on the Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call for redemption, as provided in the Indenture, but only out of the Net Revenues and other assets pledged therefor in the Indenture, or affects or impairs the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds. 9 Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs In 2002, the City and the former Redevelopment Agency of the City of Corona formed the Utility Authority, which leased the Wastewater Enterprise from the City pursuant to a Wastewater Enterprise Lease Agreement, dated as of February 6, 2002 (the “Wastewater Enterprise Lease Agreement”). The Utility Authority also leased the City’s water system from the City pursuant to a Water Enterprise Lease Agreement, dated as of February 6, 2002 (the “Water Enterprise Lease Agreement”). The City, through DWP, continues to operate the Wastewater Enterprise and the water system pursuant to two Management Agreements, each dated as of February 6, 2002, by and between the City and the Utility Authority. Pursuant to the Wastewater Enterprise Lease Agreement, the Utility Authority makes annual lease payments to the City in an amount determined by agreement between the City and the Utility Authority. Such lease payments are payable on a subordinate basis to the payments of principal of and interest on the Bonds from surplus revenues of the Wastewater Enterprise remaining after paying Direct Costs and Allocated Costs, the Bonds and future Parity Obligations. Pursuant to the Water Enterprise Lease Agreement, the Utility Authority makes annual lease payments to the City in an amount determined by agreement between the City and the Utility Authority. The obligation of the Utility Authority to pay the principal of and interest on the Bonds is payable from Net Revenues of the Wastewater Enterprise on a parity with future Parity Obligations. “Net Revenues” means, for any Fiscal Year, an amount equal to all of the Gross Revenues received with respect to such Fiscal Year, minus the amount required to pay all Direct Costs and Allocated Costs becoming payable with respect to such Fiscal Year. “Gross Revenues” means, for any Fiscal Year, the sum of all gross charges received for, and all other gross income and receipts derived by the Utility Authority from the lease and operation of the Wastewater Enterprise or otherwise arising from the Wastewater Enterprise, including but not limited to investment earnings thereon, including Wastewater Capital Impact Fees (as such term is defined in Appendix B), including any fees levied with respect to reclaimed water, to the extent that such fees are allocable to the 2013 Project or the 2003 Project, and any operational participation revenues received. Gross Revenues do not include reimbursements from the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program. “Direct Costs” means the reasonable and necessary costs, expenses and purchases paid for maintaining and operating the Wastewater Enterprise, including but not limited to: (a) cost of electricity and other forms of energy supplied to the Wastewater Enterprise, which includes payments under the Power Sales Agreement relating to the Wastewater Enterprise discussed under the caption “—Power Sales Agreement;” (b) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Wastewater Enterprise in good repair and working order; and (c) the reasonable administrative costs of the Utility Authority attributable to the operation and maintenance of the Wastewater Enterprise, but in all cases excluding: (i) debt service payable on obligations incurred by the Utility Authority with respect to the Wastewater Enterprise; (ii) depreciation replacement and obsolescence charges or reserves therefor; and (iii) amortization of intangibles or other bookkeeping entries of a similar nature. Direct Costs also include operating and capital contributions to WRCRWA, all as described under the caption “THE WASTEWATER ENTERPRISE—Western Riverside County Regional Wastewater Authority Treatment Plant.” “Allocated Costs” means an amount payable by the Utility Authority to the City based on an allocation of City overhead to the Wastewater Enterprise. In order to secure the payment of the principal of and interest on the Bonds, all of the Net Revenues will be pledged as described under the caption “—General.” 10 Power Sales Agreement The City financed certain electric production facilities and a biosolids dryer (the “Cogeneration Project”) from proceeds of the 2003 Cogeneration Project Installment Purchase Agreement and certain recycled water facilities from proceeds of the Installment Purchase Agreement (Recycled Water Project), dated as of May 1, 2003 (the “2003 Recycled Water Installment Purchase Agreement”), by and between the City and the Financing Authority. Additionally, in 2005, the City financed additional improvements to the Cogeneration Project, an electric distribution system (the “Electric Distribution System”) and certain biosolids handling facilities from proceeds of an Installment Purchase Agreement, dated as of June 1, 2005 (the “2005 Installment Purchase Agreement”), by and between the City and the Financing Authority. The City sold the biosolids dryer to the Utility Authority pursuant to a Loan and Asset Transfer Agreement, dated June 30, 2008 (the “Loan Agreement”), by and between the Utility Authority and the City. Pursuant to the Loan Agreement, the City loaned the Utility Authority $14,667,175.08 (the “Interfund Loan”), representing the cost of construction of the biosolids dryer. The Utility Authority agreed to repay the Interfund Loan amount in semiannual installments equal to the payments under the 2003 Cogeneration Project Installment Purchase Agreement attributable to the biosolids dryer. The Utility Authority’s obligation to make payments under the Interfund Loan is payable from Wastewater Enterprise Gross Revenues on a subordinate basis to Parity Obligations of the Wastewater Enterprise. The Interfund Loan is currently outstanding in the principal amount of approximately $12,515,000. The Utility Authority will prepay the Interfund Loan from proceeds of the Bonds, which prepayment will be applied to prepay the portion of the 2003 Cogeneration Project Installment Purchase Agreement attributable to the biosolids dryer. See the caption “INTRODUCTION—Refunding Plan.” The City’s obligation to make payments under the remaining portion of the 2003 Cogeneration Project Installment Purchase Agreement and the 2005 Installment Purchase Agreement is payable from: (i) moneys received by the City from the Utility Authority in exchange for the sale of electricity from the Cogeneration Project to the Utility Authority pursuant to two “take-or-pay” Power Sales Agreements (one relating to the Wastewater Enterprise and one relating to the water system, and each, a “Power Sales Agreement”) between the City and the Utility Authority; and (ii) revenues of the Electric Distribution System remaining after the payment of operational costs of the Electric Distribution System. The Utility Authority’s obligation to make payments under the Power Sales Agreements, including all operating and non-operating expenses, depreciation, capital replacement charges and payments under the 2005 Installment Purchase Agreement, is payable as a Direct Cost of the Wastewater Enterprise and an operation and maintenance expense of the water system, respectively. See the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION” for historic Direct Costs attributable to the Power Sales Agreement relating to the Wastewater Enterprise. Payments under the 2003 Recycled Water Project Installment Purchase Agreement were not Direct Costs of the water system, but were payable from net revenues of the water system. All payments under the 2003 Recycled Water Installment Purchase Agreement were prepaid in 2012. The Power Sales Agreements establish that the Wastewater Enterprise is responsible for 32% of the costs attributable to the Cogeneration Project and the Electric Distribution System and that the City’s water system is responsible for 68% of such costs. However, in the event that the Utility Authority fails to make payments under the Power Sales Agreement relating to the water system, the Wastewater Enterprise is obligated to make “step-up” payments under the Power Sales Agreement relating to the Wastewater Enterprise to cover the shortfall of the water system. The Wastewater Enterprise has never made such shortfall payments, as water system revenues have been sufficient to make such payments. Although the Utility Authority had previously sold a portion of the electric power purchased pursuant to the Power Sales Agreements, such sales of electricity were insufficient to cover the operational costs of the Cogeneration Project. As a result, such costs were Direct Costs and were payable from Gross Revenues of the Wastewater Enterprise and water system revenues. See the caption “WASTEWATER ENTERPRISE 11 FINANCIAL INFORMATION—Historic Wastewater Enterprise Operating Results and Debt Service Coverage.” The City sold a portion of the Cogeneration Project called the Clearwater Power Plant to the City of Riverside for approximately $53,400,000 in September 2010 pursuant to an agreement (the “Clearwater Power Plant Sale Agreement”) with the City of Riverside. Upon the sale of the Clearwater Power Plant, the City discontinued the sale of electricity to the Utility Authority. Although the Utility Authority is still obligated to make payments under the Power Sales Agreements (because they are “take-or-pay” agreements), the City of Riverside has made all such payments since September 2010 in accordance with the Clearwater Power Plant Sale Agreement. The Clearwater Power Plant Sale Agreement requires the City of Riverside: (a) To pay that portion of the payments under the 2003 Cogeneration Project Installment Purchase Agreement that is attributable to the Clearwater Power Plant. The remaining portion of such payments (the portion attributable to the biosolids dryer) is being refunded from proceeds of the Bonds as described under the caption “INTRODUCTION—Refunding Plan;” (b) To pay that portion of the 2005 Installment Purchase Agreement that is attributable to the Clearwater Power Plant. The remaining portion such payments is payable from the net revenues of the Electric Distribution System, or, if such funds are insufficient, as a Direct Cost of the Wastewater Enterprise (32% of such portion) and the water system (68% of such portion); (c) To assume operation of the Cogeneration Project; and (d) To prepay: (1) the outstanding obligations under the 2003 Cogeneration Project Installment Purchase Agreement that are attributable to the Clearwater Power Plant on the first available prepayment date, September 1, 2013; and (2) the outstanding obligations under the 2005 Installment Purchase Agreement that are attributable to the Cogeneration Project on the first available prepayment date, September 1, 2015. The Utility Authority expects the City of Riverside to deposit with the 2003 Trustee on or before August 1, 2013 moneys sufficient, together with approximately $1,000,000 from the City’s Electric Distribution System, to prepay the remaining outstanding obligations under the 2003 Cogeneration Project Installment Purchase Agreement that are attributable to the Clearwater Power Plant and all other amounts due with respect to the 2003 Certificates on September 1, 2013. See the caption “ELECTRIC DISTRIBUTION SYSTEM.” Accordingly, although the pledge and lien of Wastewater Enterprise revenues still exists, so long as the City of Riverside does not default on its obligations under the Clearwater Power Plant Sale Agreement, the Wastewater Enterprise will not be economically liable for the operation of the Clearwater Power Plant, the payment of that portion of the 2003 Cogeneration Project Installment Purchase Agreement that is attributable to the Clearwater Power Plant (in the aggregate principal amount of $39,230,000) or that portion of the 2005 Installment Purchase Agreement that is attributable to the Clearwater Power Plant (in the aggregate principal amount of $8,231,972). Upon issuance of the Bonds and refunding of the portion of the 2003 Cogeneration Project Installment Purchase Agreement that is attributable to the biosolids dryer, the 32% portion of the payments under the 2005 Installment Purchase Agreement that is attributable to the biosolids handling facilities will remain as a Direct Cost of the Wastewater Enterprise. See the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Historic Wastewater Enterprise Operating Results and Debt Service Coverage.” Neither the City nor the Utility Authority makes any assurance regarding the City of Riverside’s ability to continue to make the payments that are described in clauses (a) and (b) in the preceding paragraph or 12 the City of Riverside’s willingness to make the prepayments described in clause (d) in the preceding paragraph. Financial information with respect to the City of Riverside as well as a variety of other operating information is included in certain disclosure documents prepared by the City of Riverside. The City of Riverside has certain publicly available documents and has entered into certain continuing disclosure agreements pursuant to which it is contractually obligated for the benefit of owners of certain of its outstanding obligations to file certain annual reports, notices of certain enumerated events as defined under Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 (“Rule 15c2-12”) and annual audited financial statements (the “City of Riverside Information”) with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access system (“EMMA”) at http://emma.msrb.org. None of the City of Riverside Information is incorporated into this Official Statement by reference thereto, and the Utility Authority makes no representation as to the accuracy or completeness of such information. THE CITY OF RIVERSIDE HAS NOT ENTERED INTO ANY CONTRACTUAL COMMITMENT WITH THE CITY, THE UTILITY AUTHORITY, THE TRUSTEE OR THE OWNERS OF THE BONDS TO PROVIDE CITY OF RIVERSIDE INFORMATION TO THE CITY, THE UTILITY AUTHORITY OR THE OWNERS OF THE BONDS. THE CITY OF RIVERSIDE HAS NOT REVIEWED THIS OFFICIAL STATEMENT AND HAS NOT MADE REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION CONTAINED OR INCORPORATED HEREIN, INCLUDING INFORMATION WITH REGARD TO THE CITY OF RIVERSIDE. THE CITY OF RIVERSIDE IS NOT CONTRACTUALLY OBLIGATED, AND HAS NOT UNDERTAKEN, TO UPDATE SUCH INFORMATION FOR THE BENEFIT OF THE CITY, THE UTILITY AUTHORITY OR THE OWNERS OF THE BONDS UNDER RULE 15c2-12. The Electric Distribution System was not included in the facilities that were sold to the City of Riverside under the Clearwater Power Plant Sale Agreement. The Electric Distribution System’s share of the payments under the 2005 Installment Purchase Agreement in the amount of $16,918,028 will remain outstanding. Following the prepayment by the City of Riverside of the portion of the 2005 Installment Purchase Agreement attributable to the Cogeneration Project, the Electric Distribution System’s share of the payments under the 2005 Installment Purchase Agreement will remain Direct Costs of the Wastewater Enterprise and operation and maintenance costs of the water system pursuant to the applicable Power Sales Agreements. However, the Electric Distribution System has historically generated sufficient revenues to cover its operational costs. As a result, Gross Revenues of the Wastewater Enterprise and revenues of the water system have not been used to pay the operational costs of the Electric Distribution System or the Electric Distribution System’s share of the payments under the 2005 Installment Purchase Agreement. See the caption “ELECTRIC DISTRIBUTION SYSTEM—Electric Distribution System Operating Results” for historic information with respect to the coverage of the Electric Distribution System’s operational costs from Electric Distribution System revenues. Rate Covenant The Indenture requires the Utility Authority to fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which (together with other funds accumulated from Gross Revenues and which are lawfully available to the Utility Authority for payment of any of the following amounts during such Fiscal Year) are at least sufficient, after making allowances for contingencies and errors in estimates, to pay the following amounts in the following order: (i) all Direct Costs and Allocated Costs of the Wastewater Enterprise estimated by the Utility Authority to become due and payable in such Fiscal Year; (ii) all Debt Service becoming due and payable in such Fiscal Year; and 13 (iii) all payments required to meet any other obligations of Utility Authority which are charges, liens or encumbrances upon, or payable from, the Net Revenues. The Utility Authority will fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which are sufficient to yield Net Revenues, at least equal to 125% of the amounts payable under clause (ii) above in such Fiscal Year. No Reserve Fund The Indenture does not establish a reserve fund for the Bonds. As discussed under the caption “— Additional Indebtedness—Parity Obligations,” any debt service reserve fund established in connection with Parity Obligations will not be available to support payment of the Bonds. Additional Indebtedness No Senior Obligations. Other than Direct Costs and Allocated Costs, after the Closing Date, as long as any Bonds are outstanding and payable, the Utility Authority will not issue or incur any bond, note, warrant, evidence of indebtedness, contract, instrument or other agreement payable from Net Revenues the payment of which is prior and senior to the payment of the Bonds. Parity Obligations. The Utility Authority may issue or incur any bond, note, warrant, evidence of indebtedness, contract, instrument or other agreement secured by a pledge of and lien on Net Revenues equally and ratably with the Bonds (referred to as “Parity Obligations”) subject to the following provisions: (a) The Utility Authority is not in default under the term of the Indenture; (b) (i) Net Revenues, as certified by the Utility Authority, for the most recent audited Fiscal Year preceding the date of execution of the Parity Obligations; plus (ii) projected Net Revenues (as described below) are at least equal to 125% of Aggregate Maximum Annual Debt Service (as such term is defined in Appendix B). The projections described in clause (b)(ii) above may take into account: (1) increases in the charges made for service from the Wastewater Enterprise which have been adopted by the Utility Authority prior to the date of issuance or incurrence of such Parity Obligations, but which were not in effect for all or part of such preceding Fiscal Year, and which are scheduled to be effective in the period of Debt Service shown for such Parity Obligations; and (2) an allowance for estimated additional average annual Net Revenues from any additions or connections to or improvements or extensions of the Wastewater Enterprise which have occurred from the end of Fiscal Year preceding the date of execution of the Parity Obligations. (c) Notwithstanding the requirements described above, Parity Obligations may be issued or incurred to refund outstanding Parity Obligations if, after giving effect to the application of the proceeds thereof, total Debt Service will not be increased in any Fiscal Year in which Parity Obligations (outstanding on the date of issuance or incurrence of such refunding Parity Obligations, but excluding such refunding Parity Obligations) not being refunded are outstanding. (d) The Utility Authority may but is not required to fund a reserve fund or obtain a reserve fund surety or instrument with respect to any Parity Obligations. If a reserve fund is funded for any Parity Obligations or a qualified reserve fund surety or instrument is obtained with respect to any Parity Obligations, such funded reserve fund or qualified reserve fund surety or instrument will secure only the related Parity Obligations and will not support the Bonds or any other Parity Obligations. 14 Subordinate Obligations. The Utility Authority has covenanted that the Utility Authority will not issue or incur any obligations that are payable from Net Revenues on a subordinate basis to the payments of principal of and interest on the Bonds (“Subordinate Obligations”) unless Net Revenues or projected Net Revenues, calculated in the same manner as described in clause (b) above, are equal to at least 100% of the sum of Debt Service on all Parity Obligations and Subordinate Obligations outstanding immediately subsequent to the incurring of such additional obligations. THE UTILITY AUTHORITY The Utility Authority is a joint powers authority of the State organized and existing under and by virtue of Article 1, Chapter 5, Division 7, Title 1 (commencing with Section 6500) of the California Government Code, as amended (the “JPA Law”). The Utility Authority was established pursuant to a Joint Exercise of Powers Agreement, dated February 6, 2002, as amended by an Amended and Restated Joint Exercise of Powers Agreement, dated February 6, 2013, by and among the City, the Successor Agency to the Redevelopment Agency of the City of Corona (the “Successor Agency”) and the Housing Authority of the City of Corona. The Utility Authority is governed by a five-member Board comprised of the same individuals who comprise the City Council of the City. The Utility Authority was created for the purpose of leasing, owning, operating, managing and maintaining the Wastewater Enterprise and the City’s water system and providing financing for public capital improvements for the City and the Successor Agency. Under the JPA Law, the Utility Authority is authorized to issue bonds to pay the costs of any public capital improvements. THE CITY The City is located approximately 45 miles southeast of Los Angeles in western Riverside County. The City encompasses an area of 39.2 square miles and the City’s 2012 population was estimated to be approximately 152,000. The City’s Fiscal Year 2012 comprehensive annual financial report is set forth in Appendix A. Further information with respect to the City and the County is set forth in Appendix F. THE WASTEWATER ENTERPRISE Service Area The service area of the Wastewater Enterprise encompasses approximately 48 square miles, including all of the City and certain unincorporated areas of the County that are located adjacent to City boundaries. The total population of the service area is estimated to be approximately 155,000. The service area has elevations varying from 430 feet in the Green River area to over 1,600 feet in the South Corona area. Land Use The Wastewater Enterprise service area is mostly built out and includes single family residences, multifamily residential units, industrial and commercial properties. Approximately 9% of the land within the Wastewater Enterprise service area is undeveloped. The City currently expects the Wastewater Enterprise service area to be fully built out in 2035 with an estimated population of 165,000. Treatment and Transmission Facilities The Wastewater Enterprise includes approximately 44 miles of wastewater mains, 12 lift stations, 5.7 miles of force mains and 423 miles of gravity-fed pipelines ranging in size from 6 inches to 42 inches in diameter, the majority of which were constructed in the 1980s and 1990s. The Wastewater Enterprise has a total treatment capacity of approximately 15.5 million gallons per day (“mgd”) and treats an average of approximately 13.2 mgd of wastewater at three facilities: (i) Water Reclamation Facility #1 (“WRF 1”); (ii) Water Reclamation Facility #2 (“WRF 2”); and (iii) Water Reclamation Facility #3 (“WRF 3”). 15 Wastewater flow from WRF 1, WRF 2 and WRF 3 is fully interconnected and the sludge from each facility is currently treated at WRF 1 alone. Water Reclamation Facility #1. WRF 1 was last expanded in 1998 and has a permitted capacity of 11.5 mgd and treats an average of 9.8 mgd. Preliminary, secondary and tertiary treatment processes are employed at WRF 1. Secondary treatment is carried out at two separate plants within WRF 1, Plant 1A and Plant 1B. Plant 1A, which has a capacity of 5.5 mgd, provides a biological nitrogen removal activated sludge and secondary clarification process consisting of: (i) two primary sedimentation tanks, each with a surface area of 2,400 square feet; (ii) three aeration tanks configured in a serpentine flow pattern, each with an aeration zone and an anoxic zone; and (iii) and six secondary clarifiers, each with a surface area of 1,836 square feet. Plant 1B, which has a capacity of 6.0 mgd, provides a biological nitrogen removal activated sludge and secondary clarification process consisting of: (i) two oxidation ditches, each with a volume of 3,700,000 gallons; and (ii) two clarifiers, each with a surface area of 12,076 square feet. See the caption “INTRODUCTION—The 2013 Project” for a discussion of the planned expansion of Plant 1B. Plants 1A and 1B share: (i) a common equalization basin for tertiary treatment; (ii) twelve tertiary filter cells, each with a surface area of 200 square feet; (iii) two chlorine contact tanks; (iv) two gravity belt thickeners, with flow limited through sludge strain presses to 200 gallons per minute; (v) two primary digesters and one secondary digester, each with an approximate capacity of 19,500 gallons per day; (vi) two belt presses, each with a capacity of 300 gallons per minute; and (vii) a headworks that splits wastewater into three channels, two of which have channel grinders. Secondary effluent from Plants 1A and 1B is sent to WRF 1’s tertiary treatment facility. The tertiary treatment process produces reclaimed water that meets the standards of Chapter 3 of Division 4 of Title 22 of the California Code of Regulations (“Title 22”) and is used for irrigation, discharged to Butterfield Drain, a tributary of Temescal Creek, or sent to the Utility Authority’s Lincoln Avenue and Cota Street percolation ponds. The Utility Authority’s reclaimed water system does not constitute part of the Wastewater Enterprise and neither the expenses nor revenues of the reclaimed water system are reflected in the Wastewater Enterprise’s revenues and expenses set forth under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION.” The maximum flow to the tertiary facility is 15.0 mgd. WRF 1’s treatment process consists of six steps, including: (a) screenings and major solids removal; (b) primary clarification, in which sedimentation basins slow the wastewater’s velocity so that organic particles and grease can be removed to reduce the strength of the wastewater; (c) aeration, in which the wastewater is oxygenated to sustain reproduction and growth of bacteria (micro-organism mass) that consume the organic wastes; (d) secondary clarification, in which the wastewater’s velocity is slowed down again to allow the micro-organism mass to settle for collection and return to aeration to further consume organic material; (e) filtering, in which sand filters remove suspended solids; and (f) disinfection. The City leases the site on which WRF 1 is located pursuant to a 1967 Lease (the “WRF 1 Site Lease”) with the United States Army Corps of Engineers (“USACE”). The term of the WRF 1 Site Lease expires on April 30, 2017 and the current annual payment rental payment is $90,768. Under the WRF 1 Site Lease, the City is not permitted to assign or sublet its interest without USACE’s approval. The WRF 1 Site Lease may be terminated by the Secretary of the Army upon reasonable notice to the City if the Secretary of the Army deems such termination to be in the interest of public health and safety, although the City believes that USACE is highly unlikely to terminate the WRF 1 Site Lease prior to its scheduled expiration date of April 30, 2017 because WRF 1’s purpose is the protection of public health. The City has commenced negotiations to purchase the site from USACE prior to the WRF 1 Site Lease expiration date and expects to obtain fee title by January 2014. USACE has indicated a willingness to 16 renew the WRF 1 Site Lease for a minimum of 25 years if the City is unable to purchase the site by the WRF 1 Site Lease expiration date. The City currently anticipates applying Wastewater Enterprise reserves to fund the purchase of the WRF 1 site, which is expected to cost approximately $400,000. Water Reclamation Facility #2. WRF 2 became operational in 1988 and has a permitted capacity of 3.0 mgd and treats an average of 2.9 mgd. WRF 2 is a conventional activated sludge facility and includes: (i) a headworks consisting of grinding channels and grit removal; (ii) two primary clarifiers, each with a flow capacity of 1.9 mgd; (iii) two equalization basins with a total capacity of 651,485 gallons; (iv) three screw pumps that lift wastewater flow from the equalization basins to the aeration basins; (v) two aeration basins, only one of which is currently in use; (vi) three secondary clarifiers with a total surface area of 8,600 square feet; (vii) two membrane filter trains with a total capacity of 1.0 mgd; and (viii) two chlorine contact tanks. Secondary effluent from WRF 2 is sent to the Lincoln Avenue and Cota Street percolation ponds. WRF 2 produces Title 22 reclaimed water for use by the Utility Authority’s reclaimed water system. The Utility Authority’s reclaimed water system does not constitute part of the Wastewater Enterprise and neither the expenses nor revenues of the reclaimed water system are reflected in the Wastewater Enterprise’s revenues and expenses set forth under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION.” Water Reclamation Facility #3. WRF 3 became operational in 2001 and has a permitted capacity of 1.0 mgd and treats an average of 0.5 mgd. The facility utilizes membrane technology to treat wastewater and includes: (i) a headworks consisting of two drum screens and a compactor; (ii) three bioreactors, each with seven membrane cassettes; and (iii) a chlorine contact tank. WRF 3 produces Title 22 reclaimed water for use by the Utility Authority’s reclaimed water system. The Utility Authority’s reclaimed water system does not constitute part of the Wastewater Enterprise and neither the expenses nor revenues of the reclaimed water system are reflected in the Wastewater Enterprise’s revenues and expenses set forth under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION.” The Utility Authority is currently exploring the feasibility of decommissioning WRF 3 upon the projected completion of the expansion of the WRCRWA Treatment Plant in Fiscal Year 2016. See the caption “—Western Riverside County Regional Wastewater Authority Treatment Plant.” The costs of decommissioning WRF 3, if the Utility Authority elects to do so, will be paid from Wastewater Enterprise revenues or Wastewater Enterprise reserves. Western Riverside County Regional Wastewater Authority Treatment Plant Western Riverside County Regional Wastewater Authority (“WRCRWA”), a joint exercise of powers authority, operates a regional wastewater treatment plant (the “WRCRWA Treatment Plant”) and wastewater collection system on behalf of its members in the County. In 2012, the City executed Addendum No. 6 to the Joint Exercise of Powers Agreement Creating the Western Riverside County Regional Wastewater Authority, thereby becoming a member of WRCRWA. Currently, the other members of WRCRWA are Home Gardens Sanitary District, Jurupa Community Services District, the City of Norco and Western MWD. As a condition of WRCRWA membership, the City agreed to make capital contributions in the amount of $4,000,000, of which the City has paid $2,000,000 to date. The remaining $2,000,000 capital contribution is due within 30 days of the opening of construction bids for the expansion of the WRCRWA Treatment Plant (as discussed in the below paragraph), which is currently expected to occur in Fiscal Year 2014. The City anticipates funding its remaining $2,000,000 capital contribution from Water Reclamation Capacity Fund moneys and such amount is expected to be appropriated in the City’s Fiscal Year 2014 budget. In addition, the City paid $37,896 in Fiscal Year 2013 to fund the City’s share of WRCRWA’s operating budget for Fiscal Year 2013, and anticipates paying approximately $67,101 in Fiscal Year 2014 to fund the 17 City’s share of WRCRWA’s operating budget for Fiscal Year 2014. Such costs are Direct Costs of the Wastewater Enterprise and are incorporated in the financial projections for the Wastewater Enterprise. See the captions “SECURITY FOR THE BONDS—Net Revenues Consist of Gross Revenues Minus Direct Costs and Allocated Costs” and “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage.” On March 8, 2012, the members of WRCRWA, including the City, executed the Project and Capacity Agreement for the Expansion of the Western Riverside County Regional Wastewater Authority Treatment Plant, as amended by Amendment No. 1 thereto effective July 31, 2012, pursuant to which the City agreed to participate in financing an expansion of the WRCRWA Treatment Plant from 8 mgd to 13.25 mgd. The City’s share of the costs of expansion is approximately 38%, or an estimated total of approximately $20,000,000, which will constitute a Direct Cost of the Wastewater Enterprise payable prior to payment of the Bonds. The Utility Authority understands that WRCRWA intends to apply for a loan (the “WRCRWA SRF Loan”) from the SWRCB in the approximate principal amount of $53,000,000 to finance the expansion of the WRCRWA Treatment Plant. Approximately 38% of the total payments under the WRCRWA SRF Loan would be attributable to the Wastewater Enterprise and are expected to be paid beginning in Fiscal Year 2017 as Direct Costs of the Wastewater Enterprise prior to payment of the Bonds. See the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage.” There can be no assurance that the WRCRWA SRF Loan will be entered into in the expected principal amount. In the event that WRCRWA does not enter into the WRCRWA SRF Loan, the Utility Authority may consider funding its $20,000,000 share of the costs of the expansion of the WRCRWA Treatment Plant from Wastewater Enterprise reserves, future Parity Obligations or a combination thereof. The use of a significant amount of reserves for such costs could cause the Utility Authority to delay certain Wastewater Enterprise capital improvements planned for future years. See the caption “—Future Wastewater Enterprise Improvements.” The expansion of the WRCRWA Treatment Plant is expected to be completed in or about Fiscal Year 2016. There can be no assurance that the City’s share of the costs of the expansion of the WRCRWA Treatment Plant will not exceed the current estimate of approximately $20,000,000 or that the expansion will be completed on budget on the currently anticipated schedule. The City will own 1/6th (2 mgd) of the capacity of the expanded WRCRWA Treatment Plant upon completion of the expansion. The City expects that its ownership of 2 mgd of the WRCRWA Treatment Plant’s capacity will be a cost-effective means of treating wastewater flows from future Wastewater Enterprise customers, with savings and efficiencies resulting from reduced electrical energy and solids disposal costs. DWP staff is currently assessing the Wastewater Enterprise capacity fee structure to determine whether to increase capacity fees to reflect the 2 mgd expansion of the WRCRWA Treatment Plant’s capacity. Any such fee increases are subject to City Council approval and there can be no assurance that fees will be increased. See the caption “—Wastewater Enterprise Rates and Charges—Capacity Fees.” The projected Wastewater Enterprise operating results set forth under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage” do not reflect increases in capacity fees being considered in connection with the expansion of the WRCRWA Treatment Plant’s capacity. The City’s capital contributions to WRCRWA for its membership interest, its share of WRCRWA’s operating budget and its share of the cost of expansion of the WRCRWA Treatment Plant constitute Direct Costs of the Wastewater Enterprise. Such contributions are reflected in the projected operating results set forth 18 under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage.” Regulatory Matters The Utility Authority operates WRF 1 pursuant to the terms of the Regional Water Quality Control Board, Santa Ana Region (the “Regional Board”) Waste Discharge and Producer/User Reclamation Requirements Order No. R8-2012-0008, National Pollutant Discharge Elimination System (“NPDES”) No. CA80000383 (the “WRF 1 Permit”). The WRF 1 Permit expires on December 31, 2017. The Utility Authority expects to renew the WRF 1 Permit prior to its expiration date. However, there can be no assurance that the WRF 1 Permit will be renewed on similar terms. In the event that the WRF 1 Permit is not renewed prior to its expiration date, the Utility Authority would expect to operate WRF 1 in accordance with the terms of the existing permit while a renewal application is considered. The Utility Authority operates WRF 2 pursuant to the terms of the Regional Board Waste Discharge Requirements Order No. R8-2011-0015 (the “WRF 2 Permit”). The WRF 2 Permit does not have an expiration date. The Utility Authority operates WRF 3 pursuant to the terms of the Regional Board Waste Discharge and Producer/User Reclamation Requirements Order No. R8-2007-007, NPDES No. CA8000395 (the “WRF 3 Permit”). The WRF 3 Permit expired on April 1, 2012 and the Utility Authority timely submitted an application for renewal thereof to the Regional Board. The Regional Board is currently reviewing the application for renewal and the Utility Authority expects the WRF 3 Permit to be renewed. However, there can be no assurance that the WRF 3 Permit will be renewed on similar terms. While the application for renewal is being considered, the Utility Authority is operating WRF 3 under the terms of the expired WRF 3 Permit. The Utility Authority is operating WRF 1, WRF 2 and WRF 3 in compliance with the terms of the above-described permits. On May 2, 2006, the State Water Resources Control Board issued General Waste Discharge Requirements for Sanitary Sewer Systems, Water Quality Order No. 2006-0003 (the “General Order”) requiring public agencies that own sanitary sewer systems comprised of more than one mile of pipes or sewer lines to develop sanitary sewer management plans and report all sanitary sewer overflows. The Utility Authority is currently enrolled under the General Order and has a certified sanitary sewer management plan. Management The key personnel responsible for management of the Wastewater Enterprise include the City Manager, the Finance Director and the General Manager of DWP. The City Attorney provides legal services to the Wastewater Enterprise. Bradly Robbins is the City Manager of the City. Mr. Robbins was appointed City Manager in August 2008 and has worked for the City since 1988. Mr. Robbins previously served as Planning Director from 2000 to 2002 and Assistant City Manager from 2002 to 2008. Mr. Robbins has a Bachelor of Science degree in geography from the University of California and a Master’s degree in Liberal Studies/Urban Planning from the University of Oklahoma. He is a Certified Planner by the American Institute of Certified Planners and a Certified Building Inspector by the International Conference of Building Officials. Kerry Eden is the Finance Director of the City. Ms. Eden was appointed Finance Director in February 2012. She has been with the City since 1996, beginning in the Finance Department as an accountant. In 2006, Ms. Eden was appointed Assistant General Manager of DWP with responsibility for finance and operations. 19 She has a Bachelor’s degree and a Master’s degree in Business Management and Management, respectively, from the University of Redlands. Jonathan Daly is the General Manager of DWP. Mr. Daly began his career with the City in 1987 and has spent the past 25 years in DWP. Mr. Daly is responsible for the overall operations of DWP, which provides water, reclaimed water, electric service and water reclamation to residents and businesses within the DWP’s service area. In addition to Mr. Daly’s 28 years of experience in the utility industry and has multiple certifications in water, water reclamation and mechanics, Mr. Daly has a Bachelor of Arts Degree in Business Administration. Employees and Employee Benefits As of July 1, 2012, DWP had 111 full-time equivalent employees (“FTEs”), of whom 41 work in operations, 5 work in engineering and 26 work in maintenance and 39 work in administration. DWP employees are represented by the Corona General Employees Association (the “CGEA”) and the Corona Supervisors Association (the “CSA”). The current memorandum of understanding between the City and the CGEA expires on June 30, 2015 and the current memorandum of understanding between the City and the CSA expires on June 30, 2014. The City has never experienced a work stoppage or other employee action. See the caption “PENSION OBLIGATIONS AND OTHER POST-EMPLOYMENT BENEFITS” for information with respect to the City’s pension plans and other post-employment benefits. Budget Process Prior to July 1 of each year, the Finance Director of the City submits a proposed DWP budget for the Fiscal Year commencing July 1 to the City Council. The City Council generally conducts public workshops to obtain comments from residents and ratepayers. Subsequent to the public workshops, the City Council generally approves the budget prior to July 1. The City Council approved the DWP’s operating budget for Fiscal Year 2013 on June 20, 2012. Insurance Insurance for the Wastewater Enterprise is maintained through commercial carriers as follows: Property Damage. Coverage is maintained for losses of up to $100,000,000, with a $50,000 deductible. The Wastewater Enterprise does not maintain coverage for earthquake damage. General Liability. The Wastewater Enterprise is self-insured up to $750,000 and maintains coverage for losses between $750,000 to $10,000,000, with no deductible. The general liability policy includes automobile liability and public officials errors and omissions coverage. Workers Compensation. insurance up to statutory limits. The City is self-insured up to $1,000,000 and has purchased excess The City has not settled any claims that exceeded its insurance coverage in the past three years. Outstanding Obligations Senior Obligations. In June 2005, the City entered into the 2005 Installment Purchase Agreement in the aggregate principal amount of $29,020,000, of which $25,150,000 is currently outstanding. The obligation to make payments under the 2005 Installment Purchase Agreement is payable as a Direct Cost of the Wastewater Enterprise, among other sources, prior to payment of the principal of and interest on the Bonds. See the caption “SECURITY FOR THE BONDS—Power Sales Agreement” for a discussion of the obligation 20 of the City of Riverside to pay all amounts due on the portion of the 2005 Installment Purchase Agreement that is attributable to the Clearwater Power Plant, and to prepay such amounts on September 1, 2015. As a result of such payments by the City of Riverside, the payments under the 2005 Installment Purchase Agreement that are attributable to the Clearwater Power Plant are no longer being paid by the Wastewater Enterprise or the City’s water system. The remaining portion of the payments under the 2005 Installment Purchase Agreement, which is currently outstanding in the aggregate principal amount of $16,918,028, has historically been paid from net revenues of the Electric Distribution System. See the caption “ELECTRIC DISTRIBUTION SYSTEM— Electric Distribution System Operating Results.” In May 2003, the City entered into the 2003 Cogeneration Project Installment Purchase Agreement in the aggregate principal amount of $60,875,000, of which $51,745,000 is currently outstanding. The portion of the payments under the 2003 Cogeneration Project Installment Purchase Agreement that is attributable to the biosolids dryer is being refunded from proceeds of the Bonds, as described under the caption “INTRODUCTION—Refunding Plan,” and the obligation to make the portion of the payments under the 2003 Cogeneration Project Installment Purchase Agreement that is attributable to the Clearwater Power Plant is payable from water system revenues. See the caption “SECURITY FOR THE BONDS—Power Sales Agreement” for a discussion of the obligation of the City of Riverside to pay the amounts due under the 2003 Cogeneration Project Installment Purchase Agreement that are attributable to the Clearwater Power Plant, and to prepay such amounts on or before August 1, 2013. As a result of such payments by the City of Riverside, the payments under the 2003 Cogeneration Project Installment Purchase Agreement that are attributable to the Clearwater Power Plant are no longer being paid by the City’s water system or the Wastewater Enterprise. See the caption “SECURITY FOR THE BONDS—Power Sales Agreement” for a description of certain circumstances under which such payments under the 2003 Cogeneration Project Installment Purchase Agreement could be payable from Wastewater Enterprise Gross Revenues if the City of Riverside fails to make such payments and insufficient water system revenues are available. The Utility Authority intends to participate in the expansion of the WRCRWA Treatment Plant and expects that approximately 38% of the payments thereunder will be attributable to the Wastewater Enterprise. Such amounts will be payable as Direct Costs of the Wastewater Enterprise prior to payment of the Bonds. See the caption “—Western Riverside County Regional Wastewater Authority Treatment Plant.” Parity Obligations. The City has applied for a loan (the “2013 SRF Loan”) from the SWRCB in the approximate aggregate principal amount of $11,731,039 plus accrued interest to the first payment date to finance the construction of certain Wastewater Enterprise improvements. The 2013 SRF Loan is expected to bear interest at the rate of approximately 1.7% per annum and is expected to be payable in annual installments of approximately $696,830 commencing in 2015, with a final payment in 2035. The 2013 SRF Loan is expected to be payable from Net Revenues of the Wastewater Enterprise on a parity with the payments of principal of and interest on the Bonds. See the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage.” The SWRCB is currently reviewing the City’s loan application and supporting documentation and there can be no assurance that the 2013 SRF Loan will be entered into as currently contemplated. See the caption “—Future Wastewater Enterprise Improvements.” In the event that the City does not enter into the 2013 SRF Loan, the City would anticipate financing the proposed projects from Wastewater Enterprise reserves, the proceeds of additional Parity Obligations or a combination thereof. See the caption “SECURITY FOR THE BONDS—Additional Indebtedness—Parity Obligations.” 21 Historic and Projected Wastewater Enterprise Connections The following table shows the number of active Wastewater Enterprise connections for the five most recent Fiscal Years. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Historic Wastewater Enterprise Connections Fiscal Year Residential Connections Commercial Connections Total Connections Percentage Change 2008 2009 2010 2011 2012 34,380 34,000 34,088 34,813 35,015 1,922 2,004 2,067 2,097 2,199 36,302 36,004 36,155 36,910 37,214 N/A % (0.82) 0.42 2.09 0.82 Source: Corona Utility Authority. The following table shows the projected number of active Wastewater Enterprise connections for the current and next four Fiscal Years. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Projected Wastewater Enterprise Connections(1) Fiscal Year Residential Connections 2013 2014 2015 2016 2017 35,204 35,380 35,592 36,802 37,759 Commercial Connections 2,152(2) 2,163 2,176 2,250 2,308 Total Connections 37,356 37,543 37,768 39,052 40,067 Percentage Change 0.38% 0.50 0.60 3.40 2.60 (1) Reflects City projections of additional growth based upon approved multifamily or infill developments. Projected decrease from Fiscal Year 2012 connections reflects closure of certain business and government accounts. Daily average flow is projected to increase from Fiscal Year 2012 amount despite such closures. See the caption “—Historic and Projected Wastewater Enterprise Daily Average Flow.” Source: Corona Utility Authority. (2) Increases in projected connections reflect the Utility Authority’s estimates of development within the Wastewater Enterprise service area based on information provided by the City’s Planning Department relating to project entitlement applications. 22 Historic and Projected Wastewater Enterprise Daily Average Flow The following table shows the Wastewater Enterprise daily average wastewater flow in mgd per day for the five most recent Fiscal Years. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Historic Wastewater Enterprise Daily Average Flow Fiscal Year Daily Average Flow (mgd) 2008 2009 2010 2011 2012 13.19 13.05 13.47 13.63 12.90 Percentage Change N/A % (1.06) 3.22 1.19 (5.36)(1) (1) Decrease in Fiscal Year 2012 daily average flow reflects conservation measures as well as the replacement of a meter at WRF 2 with two new meters, improving the accuracy of flow measurements. Source: Corona Utility Authority. The following table shows the projected Wastewater Enterprise daily average wastewater flow in mgd for the current and next four Fiscal Years. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Projected Wastewater Enterprise Daily Average Flow Fiscal Year Daily Average Flow (mgd)(1) 2013 2014 2015 2016 2017 13.01 13.07 13.15 13.57 13.90 (1) Percentage Change 0.85% 0.46 0.61 3.19 2.43 Projected increases in daily average flow reflect projected increases in Wastewater Enterprise connections. See the caption “—Historic and Projected Wastewater Enterprise Connections.” Source: Corona Utility Authority. 23 Historic and Projected Wastewater Enterprise Service Charge Revenues The following table shows the Wastewater Enterprise service charge revenues for the five most recent Fiscal Years. During such period, an average of approximately 84% of such revenues were attributable to residential customers and an average of approximately 16% of such revenues were attributable to commercial, industrial and public agency customers. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Historic Wastewater Enterprise Service Charge Revenues Fiscal Year 2008 2009 2010 2011 2012 Wastewater Enterprise Service Charge Revenues $22,563,807 24,780,759 26,167,119 26,317,303 28,055,728 Percentage Change N/A % 9.83 5.59 0.06 6.61(1) (1) Increase in Wastewater Enterprise service charge revenues in Fiscal Year 2012 reflects implementation of rate increases. See the caption “—Wastewater Enterprise Rates and Charges.” Source: Corona Utility Authority. The following table shows the projected Wastewater Enterprise service charge revenues for the current and next four Fiscal Years. The Utility Authority estimates that, during such period, an average of approximately 84% of such revenues will be attributable to residential customers and an average of approximately 16% of such revenues will be attributable to commercial and other customers. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Projected Wastewater Enterprise Service Charge Revenues Fiscal Year 2013 2014 2015 2016 2017 Wastewater Enterprise Service Charge Revenues(1) $28,900,000 29,767,000 30,689,777 32,653,923 34,645,812 (1) Percentage Change 3.01% 3.00 3.10 6.40(2) 6.10(2) Reflects increases in projected Wastewater Enterprise connections and daily average wastewater flow described under the captions “—Historic and Projected Wastewater Enterprise Connections” and “—Historic and Projected Wastewater Enterprise Daily Average Flow,” respectively, adopted rate increases of approximately 2.7% and 2.0% for Fiscal Years 2013 and 2014, respectively, as well as projected rate increases described under the caption “—Wastewater Enterprise Rates and Charges.” Such projected rate increases are subject to the notice, hearing and protest provisions of Proposition 218 and there can be no assurance that the Board of Directors will adopt such rate increases as currently projected. See the caption “CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES—Proposition 218.” (2) Reflects increases in projected Wastewater Enterprise connections based on development estimates. See the caption “— Historic and Projected Wastewater Enterprise Connections.” Source: Corona Utility Authority. 24 Largest Wastewater Enterprise Customers The following table sets forth the ten largest Wastewater Enterprise customers for Fiscal Year 2012, as determined by annual payments. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Ten Largest Wastewater Enterprise Customers 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. Customer Type of Business Waterstone at Corona Pointe Corona-Norco Unified School District EWR, Inc. MG Properties Triana at Corona Ranch Maintenance Corp. ERP Operating Limited Partnership Steadfast Companies Sage Canyon Maintenance Corp. Marquessa Apartments Green River Village Mobilehome Community TOTAL 646 commercial units Government 456 multifamily units 412 multifamily units 328 multifamily units 330 multifamily units 360 multifamily units 320 multifamily units 336 multifamily units 333 mobilehome spaces Fiscal Year 2012 Payment $ 310,747.54 238,298.73 229,699.11 196,503.40 167,834.28 162,454.62 161,691.29 161,470.39 159,066.96 158,694.35 $1,946,460.67 Percentage of Total Wastewater Enterprise Service Charge Revenues 1.11% 0.85 0.82 0.70 0.60 0.58 0.58 0.58 0.56 0.56 6.94% Source: Corona Utility Authority. These ten largest customers accounted for approximately 6.94% of total Wastewater Enterprise service charge revenues for Fiscal Year 2012. Wastewater Enterprise Rates and Charges General. Rates and charges for wastewater service within the Wastewater Enterprise service area are set by the City Council and are not subject to the jurisdiction of, or regulation by, the California Public Utilities Commission or any other regulatory body. The City is, however, required to comply with the notice, hearing and majority protest provisions of Article XIIID of the State Constitution, which is popularly known as Proposition 218. See the caption “CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES—Proposition 218” for further information with respect to Proposition 218. DWP staff annually determines the adequacy of the charge structure for wastewater service in the Wastewater Enterprise service area after full consideration of expected operations, maintenance, capital costs and capital repayment obligations of the Wastewater Enterprise. The City Council currently sets wastewater charges at a level that it determines is sufficient to pay all Direct Costs of the Wastewater Enterprise, to recover Allocated Costs and other operating expenses of the Wastewater Enterprise, to pay debt service payments and to maintain appropriate reserves for the Wastewater Enterprise. The current charge consists of a monthly fixed service charge based on meter size and/or customer type. See the caption “—Wastewater Enterprise Collection Procedures” for further information with respect to the collection of Wastewater Enterprise rates and charges. On May 18, 2011, the City Council adopted Ordinance No. 3076, which permits, but does not require, wastewater service charge increases for Fiscal Years 2012 through 2017. Ordinance No. 3076 was adopted in accordance with Proposition 218. The City Council adopted a rate increase of approximately 2.7% effective July 1, 2012 and a rate increase of approximately 2.0% to be effective July 1, 2013 in accordance with Ordinance No. 3076. Rate increases, if adopted in subsequent years in accordance with Ordinance No. 3076, reflect Consumer Price Index adjustments based on the cost of providing wastewater services and are not subject to further Proposition 218 proceedings other than 30 days’ notice before going into effect. Rate increases adopted pursuant to Ordinance No. 3076 may not exceed the Consumer Price Index increase for the 25 Los Angeles-Orange County-Riverside County Metropolitan Statistical Area, provided that the maximum increase may not exceed 7.5% per annum. The projected revenues set forth under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage” reflect adopted rate increases of approximately 2.7% and 2.0% for Fiscal Years 2013 and 2014, respectively, and assume implementation of annual Consumer Price Index adjustments of approximately 2.5%, 3.0% and 3.5% in Fiscal Years 2015, 2016 and 2017, respectively, all in accordance with Ordinance No. 3076. There is no assurance that the City Council will enact wastewater service charge increases under Ordinance No. 3076 as projected herein. Furthermore, there is no assurance that the City Council will not repeal or modify such rate increases in the future or that the City’s ratepayers will not approve an initiative to repeal or modify any increase in wastewater service charges approved by the City Council. The Utility Authority is subject to certain covenants with respect to the Bonds which require that the Utility Authority fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which are sufficient to yield Net Revenues at least equal to 125% of debt service of the Wastewater Enterprise in such Fiscal Year. See the caption “SECURITY FOR THE BONDS—Rate Covenant.” Selected Rates. The Utility Authority charges a fixed monthly service charge for all Wastewater Enterprise customers based on customer type. Wastewater Enterprise monthly rates effective July 1, 2012 are set forth below. Such rates will be increased by an average of approximately 2.0% effective July 1, 2013 as set forth below. See the caption “—General.” CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Selected Wastewater Enterprise Rates Fiscal Years 2013 and 2014 Fiscal Year 2013 Fiscal Year 2014 Monthly Fixed Monthly Fixed Service Charge Service Charge(1) Service Type Inside Standard Wastewater Residential/Mobile Home Parks (per space) Motels & Hotels (per unit) Motels & Hotels (per living unit) Restaurants, supermarkets, mortuaries and bakeries – meter 1” or smaller Restaurants, supermarkets, mortuaries and bakeries – meter greater than 1” Laundries (per machine) Inside Commercial 5/8” or City park restroom Inside Commercial 3/4” Inside Commercial 1” Inside Commercial 1 1/2” Inside Commercial 2” Inside Commercial 3” Inside Commercial 4” Inside Commercial 6” Inside Commercial 8” (1) $ 44.71 7.44 44.71 160.08 261.12 23.73 44.71 70.61 101.45 182.41 285.83 526.87 858.26 1,719.12 2,765.22 $ 45.60 7.59 45.60 163.28 266.34 24.20 45.60 72.02 103.48 186.06 291.55 537.41 875.43 1,753.50 2,820.52 Ordinance No. 3076 (described above under the caption “—General”) authorized Fiscal Year 2014 monthly service charges subject to implementation by the City Manager. The Fiscal Year 2014 charges have not yet been approved by the City Manager and are subject to change prior to July 1, 2013. Source: Corona Utility Authority. 26 Comparative Rates. Set forth below is a comparison of the Wastewater Enterprise’s typical monthly bill for a single family residential customer as compared to other neighboring communities as of March 21, 2013. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Typical Residential Customer Sewer Bill Community Monthly Charge Elsinore Valley Municipal Water District (Canyon Lake) City of Norco Corona Utility Authority Wastewater Enterprise Elsinore Valley Municipal Water District Lee Lake Water District Western Municipal Water District City of Riverside Eastern Municipal Water District $ 54.00 46.00 44.71 42.00 35.30 35.29 26.55 – 30.66 21.62 – 29.65 Source: Corona Utility Authority. The projected wastewater service charge revenues set forth under the captions “—Historic and Projected Wastewater Enterprise Service Charge Revenues” and “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage” reflect adopted wastewater service charge rate increases in Fiscal Years 2013 and 2014 and projected wastewater service charge rate increases in Fiscal Years 2015 through 2017, as described under the caption “—General.” Such rate increases are subject to the notice, hearing and protest provisions of Proposition 218 described under the caption “CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES—Proposition 218.” There can be no assurance that the City Council will adopt such rate increases for Fiscal Years 2015 through 2017 as currently projected. Capacity Fees. Sample fees for each new connection to the Wastewater Enterprise are set forth below. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Capacity Fees Type of Connection Base Rate(1) Multiplied By Total Connection Fee Single Family Dwelling Multi-Family Dwelling Apartment Office Building Warehouse Manufacturing $11.32 11.32 11.32 N/A N/A N/A 300 gallons per day 240 gallons per day 200 gallons per day N/A N/A N/A $3,396 per dwelling $2,717 per dwelling $2,264 per dwelling $169.80 per 100 square feet $33.96 per 100 square feet $56.60 per 100 square feet (1) Rate per gallon per day. Source: Corona Utility Authority. From July 1, 2012 through March 27, 2013, the Wastewater Enterprise received approximately $946,640 in capacity fees, during which period approximately 327 new connections to the Wastewater Enterprise came online. Capacity fees are paid when building permits are issued, which may not necessarily occur in the same Fiscal Year that the Wastewater Enterprise begins service to new connections. See the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION” for historical and projected capacity fee revenues. 27 DWP staff is currently assessing the Wastewater Enterprise capacity fee structure to determine whether to increase capacity fees to reflect the costs of the City’s participation in the expansion of the WRCRWA Treatment Plant. Any such fee increases are subject to City Council approval and there can be no assurance that fees will be increased. See the caption “—Western Riverside County Regional Wastewater Authority Treatment Plant.” The projected Wastewater Enterprise operating results set forth under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage” do not reflect increases in capacity fees being considered in connection with the expansion of the WRCRWA Treatment Plant’s capacity. Wastewater Enterprise Collection Procedures DWP is on a monthly billing cycle for water, wastewater, sanitation, electric and emergency management system service, as applicable. A consolidated bill is sent out every month to DWP customers. Payment is due by the 28th day after the billing date and is considered delinquent if not paid by that date. If payment is not received, a delinquency message appears on a reminder bill, with a 10% penalty assessment. The delinquency message also informs customers that service will be discontinued if the bill is not paid in full within 46 days. Thirty-nine days after the date billed, a notice of shutoff of service will be mailed to the billing address of the customer. A processing charge will be assessed on that notice and the date of discontinuance of service will again be noted. Accounts that have been shut off may be reconnected upon payment in full of outstanding balances and a reconnection fee of $40. As of April 1, 2013, less than 2.5% of accounts are more than 46 days delinquent. Such delinquencies are in the total amount (including amounts due for services other than wastewater service) of approximately $125,666. Future Wastewater Enterprise Improvements The Utility Authority projects total capital improvements to the Wastewater Enterprise of approximately $65,000,000 in the current and next four Fiscal Years, as set forth in the below table. Certain projected capital improvements have not yet been approved by the City Council and all of such projections are subject to change at any time. 28 CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Projected Capital Improvement Projects Fiscal Year Project Description (2) WRF 1/Treatment WRF 2/Treatment(3) WRF 3/Treatment Pipelines Liftstations Ponds WRCRWA(4) Asset Management Program Global Information Systems Total (1) 2013 2014 $ 5,459,813 5,543,828 1,157,659 1,218,983 200,000 2,266,138 $ 2,780,000 10,931,039 2,000,000 - 1,050,000 - 63,594 $15,910,014 $16,761,039 $22,950,000 2015 2016 $ 2,950,000 20,000,000 $ 2017 4,169,691 2,700,000 - $ Total 2,500,000 - $ 8,239,813 16,474,867 4,169,691 6,807,659 3,718,983 200,000 24,266,138 - - 1,050,000 $ 6,869,691 $ 2,500,000 63,594 $64,990,745 (1) Reflects Fiscal Year 2013 appropriated amounts. DWP expects that approximately $9.9 million of such amounts will be expended in Fiscal Year 2014. Such expenditures are not reflected in the Fiscal Year 2014 column. (2) Includes approximately $1,430,000 for WRF 1 upgrades that has not yet been approved by the City Council. Also includes components of the 2013 Project. See the caption “INTRODUCTION—The 2013 Project.” (3) Includes approximately $5,501,000 for WRF 2 tertiary treatment upgrades and approximately $430,000 for WRF headworks screening that have not yet been approved by the City Council. (4) Reflects projected costs for membership buy-in and City share of costs of expansion of WRCRWA Treatment Plant. See the caption “—Western Riverside County Regional Wastewater Authority Treatment Plant.” Source: Corona Utility Authority. The Utility Authority currently anticipates funding such improvements through the sources described in the below table. Other than the Bonds and the 2013 SRF Loan, the Utility Authority does not currently expect to enter into any additional installment purchase agreements or loan agreements or to issue any additional bonds in the next five years to finance such capital improvements. However, if WRCRWA does not enter into the WRCRWA SRF Loan, the Utility Authority may elect to issue or incur Parity Obligations to fund all or a portion of its share of WRCRWA Treatment Plant expansion costs. See the captions “SECURITY FOR THE BONDS—Additional Indebtedness—Parity Obligations” and “—Western Riverside County Regional Wastewater Authority Treatment Plant.” 29 CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Projected Capital Improvement Projects Fiscal Year Project Description Bonds 2013 SRF Loan(1) WRCRWA SRF Loan(2) Capacity Fees Cash Reserves Total 2013 2014 4,258,804 11,651,210 $15,910,014 $ 4,000,000 11,731,039 1,030,000 $16,761,039 $ 2015 $ 20,000,000 1,939,447 1,010,553 $22,950,000 2016 $ 6,869,691 $ 6,869,691 2017 $ 2,500,000 $ 2,500,000 Total $ 4,000,000 11,731,039 20,000,000 2,939,447 26,320,258 $64,990,745 (1) The SWRCB is currently reviewing the City’s 2013 SRF Loan application and supporting documentation and there can be no assurance that the 2013 SRF Loan will be entered into as currently contemplated. In the event that the 2013 SRF Loan is not entered into, the Utility Authority anticipates applying grant moneys, Gross Revenues (including capacity fees) and reserves to fund the improvements that are expected to be funded from 2013 SRF Loan proceeds. (21 If WRCRWA does not enter into the WRCRWA SRF Loan, the Utility Authority may elect to issue or incur Parity Obligations to fund all or a portion of its share of WRCRWA Treatment Plant expansion costs. See the captions “SECURITY FOR THE BONDS—Additional Indebtedness—Parity Obligations” and “—Western Riverside County Regional Wastewater Authority Treatment Plant.” Source: Corona Utility Authority. WASTEWATER ENTERPRISE FINANCIAL INFORMATION Financial Statements A copy of the most recent financial statements (the “Financial Statements”) of the City and the Utility Authority audited by Lance, Soll & Lunghard, LLP, Certified Public Accountants & Consultants, Brea, California (the “Auditor”) are set forth in Appendix A and should be read in their entirety. The Financial Statements are public documents and are included within this Official Statement without the prior approval of the Auditor. Accordingly, the Auditor has not performed any post-audit analysis of the financial condition of the City or the Utility Authority, nor has the Auditor reviewed or audited this Official Statement. The Wastewater Enterprise and the Wastewater Enterprise Fund, as described in this Official Statement, are referred to as the Water Reclamation utility and the Water Reclamation Fund, respectively, in the Financial Statements. The summary operating results contained under the caption “—Historic Wastewater Enterprise Operating Results and Debt Service Coverage” are derived from the Financial Statements and audited financial statements for prior Fiscal Years (excluding certain non-cash items and after certain other adjustments) and are qualified in their entirety by reference to such statements, including the attached notes. The Auditor has not reviewed or audited the summary operating results or any other portion of this Official Statement. Wastewater Enterprise Reserves A formal reserve policy is not maintained for the Wastewater Enterprise Fund. However, the City maintains a cash and investment pool that is available for all funds, including the Wastewater Enterprise Fund. Each fund type balance in the pool is reflected on the combined balance sheet set forth in Appendix A as cash and investments. The City apportions interest earnings to all funds based on their monthly cash balances. For the past five years, the Wastewater Enterprise has maintained an average of approximately $28,049,000 in cash on hand, capital replacement reserves, operating reserves and other available moneys. As of June 30, 2012, the Wastewater Enterprise maintained approximately $31,016,644 in such reserves and other available moneys, including $17,244,473 available to pay operating expenses, which is equivalent to approximately 224 days’ operating expenses of the Wastewater Enterprise. The $31,016,644 amount includes 30 $13,772,171 for designated capital projects, $5,265,890 set aside to cover 90 days’ operating expenses in accordance with Utility Authority practice and $11,978,583 in undesignated and unrestricted funds, which are also available to pay operating expenses. See Note 2 to the Financial Statements set forth in Appendix A for further information with respect to the City’s reserves and investment policies. Historic Wastewater Enterprise Operating Results and Debt Service Coverage The following table is a summary of operating results of the Wastewater Enterprise for the last five Fiscal Years. These results have been derived from the audited financial statements of the City but exclude certain receipts which are not included as Gross Revenues under the Indenture and certain non-cash items and include certain other adjustments. CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Historic Operating Results (Fiscal Year Ended June 30)(1) 2008 2009 2010 2011 2012 Gross Revenues Wastewater Service Charges(2) Fees and Permits Fines and Penalties(3) Capacity Fees Operating Grants Investment Earnings Other Revenues(4) Total Gross Revenues $ 22,563,807 125,848 1,500 2,935,928 1,375,831 688,665 $ 27,691,579 $ 25,780,759 183,004 17,000 976,344 1,431,538 593,015 $ 28,981,660 $ 26,167,119 204,995 500 270,010 122,308 1,196,647 2,229,530(9) $ 30,191,109 $ 26,317,303 461,067 370,058 325,863 693,193 212,775 $ 28,380,259 $ 28,055,728 405,721 540,066 905,148 565,823 470,606 $ 30,943,092 Direct Costs and Allocated Costs Personnel Services Contractual Materials and Supplies(5) Net Power Sales Payments(6) Utilities(7) Total Direct Costs and Allocated Costs $ 6,169,818 1,780,773 8,289,889 1,264,735 3,664,879 $ 21,170,094 $ 5,537,962 777,539 9,449,136 601,720 3,301,464 $ 19,667,821 $ 5,241,066 790,727 8,405,536 1,864,767 3,497,436 $ 19,799,532 $ 4,764,074 1,405,091 8,206,714 2,695,946 $ 17,071,825 $ 4,803,750 1,642,243 11,838,218 2,779,347 $ 21,063,558 Net Revenues $ 6,521,485 $ 9,313,839 $ 10,391,577 $ 11,308,434 $ 9,879,534 Debt Service 1997 SRF Loan Total Debt Service $ 1,503,293 $ 1,503,293 $ 1,503,293 $ 1,503,293 $ 1,503,293 $ 1,503,293 $ 1,503,293 $ 1,503,293 $ 1,503,293 $ 1,503,293 4.34 6.20 6.91 7.52 6.57 $ 5,018,192 $ 7,810,546 $ 8,888,284 $ 9,805,141 $ 8,376,241 $ 551,893 1,027,600 $ 1,579,493 $ 549,935 1,022,992 $ 1,572,927 $ 551,750 1,023,332 $ 1,575,082 $ 547,305 1,023,474 $ 1,570,779 $ 546,563 1,023,672 $ 1,570,235 $ 3,438,699 $ 6,237,619 $ 7,313,202 $ 8,234,362 $ 6,806,006 Debt Service Coverage Cash Available for Subordinate Debt Service Subordinate Debt Service 1997 Lease Agreement Interfund Loan – Biosolids Dryer(8) Total Subordinate Debt Service Cash Available for Capital Projects or Other Improvements (1) (2) (3) (4) (5) Reflects certain accrued Gross Revenues and accrued Direct Costs and Allocated Costs of the Wastewater Enterprise. Reflects wastewater service charge revenues set forth under the caption “THE WASTEWATER ENTERPRISE—Historic and Projected Wastewater Enterprise Service Charge Revenues.” As discussed under the caption “THE WASTEWATER ENTERPRISE—Wastewater Enterprise Collection Procedures,” DWP sends customers a consolidated invoice for utility services. Prior to Fiscal Year 2011, all fines and penalties for such services were allocated to the water system. Beginning in Fiscal Year 2011, such fines and penalties have been allocated to their respective source. Includes pretreatment surcharges, penalties, reimbursements, and other miscellaneous income. The increase in Materials and Supplies expenses in Fiscal Year 2012 reflects scheduled increases in Wastewater Enterprise system maintenance and replacements. (Footnotes Continued on Following Page) 31 (Continued from Previous Page) (6) Reflects payments for purchase of electric power from the Cogeneration Project pursuant to the Power Sales Agreement relating to the Wastewater Enterprise, net of revenues from the sale of such electric power. Such payments terminated in September 2010 upon the sale of the Cogeneration Project to the City of Riverside. As shown here, power sales payments are net of payments under the Power Sales Agreement relating to the Wastewater Enterprise which are attributable to the Electric Distribution System’s share of 2005 Installment Purchase Agreement payments. Such payments, if required, would have constituted Direct Costs. However, Electric Distribution System net revenues have historically paid for such costs. See the captions “SECURITY FOR THE BONDS—Power Sales Agreement” and “ELECTRIC DISTRIBUTION SYSTEM—Electric Distribution System Operating Results.” (7) Decrease in Fiscal Year 2011 amount reflects termination of payments to the Electric Distribution System for biosolids dryer energy costs upon the sale of Cogeneration Project to the City of Riverside. See the caption “SECURITY FOR THE BONDS—Power Sales Agreement.” (8) Reflects payments under the Interfund Loan for the portion of the 2003 Cogeneration Project Installment Purchase Agreement that is attributable to the biosolids dryer. See the caption “SECURITY FOR THE BONDS—Power Sales Agreement.” Such amounts are being prepaid from proceeds of the Bonds as described under the caption “INTRODUCTION—Refunding Plan.” (9) Includes reimbursement of overpayments of worker’s compensation payments and of interfund transfers from Electric Distribution System. Source: Corona Utility Authority. Projected Wastewater Enterprise Operating Results and Debt Service Coverage The projected operating results for the Wastewater Enterprise for the current and next four Fiscal Years are set forth below, reflecting certain significant assumptions concerning future events and circumstances. The financial forecast represents the City’s estimate of projected financial results based on a variety of assumptions, including the assumptions set forth in the footnotes to the chart set forth below. All of such assumptions are material in the development of the Wastewater Enterprise’s financial projections, and variations in the assumptions may produce substantially different financial results. Actual operating results achieved during the projection period may vary from those presented in the forecast and such variations may be material. 32 CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Projected Operating Results (Fiscal Year Ending June 30) 2013(1) 2014 2015 2016 Gross Revenues Wastewater Service Charges(2) Fees and Permits(3) Fines and Penalties(3) Capacity Fees(4) Operating Grants Investment Earnings(5) Other Revenues(6) Total Gross Revenues $ 28,900,000 394,000 380,000 1,000,000 775,416 239,000 $ 31,688,416 $ 29,767,000 395,970 381,900 502,990 561,240 250,000 $ 31,859,100 $ 30,689,777 398,346 384,191 1,939,447 753,327 250,000 $ 34,415,088 $ 32,653,923 423,840 408,780 2,270,514 815,493 250,000 $ 36,822,550 $ 34,645,812 449,694 433,715 3,574,290 710,969 250,000 $ 40,064,480 Direct Costs and Allocated Costs Personnel Services(7) Contractual(7) Materials and Supplies(8) Net Power Sales Payments(9) Utilities(10) Total Direct Costs and Allocated Costs $ 5,210,102 1,551,646 11,885,996 2,956,310 $ 21,604,054 $ 5,340,355 1,590,437 11,183,146 3,030,218 $ 21,144,156 $ 5,473,863 1,630,198 10,462,725 3,105,973 $ 20,672,759 $ 5,638,079 1,679,104 10,776,606 3,199,152 $ 21,292,941 $ 5,835,412 1,737,873 12,341,798(14) 3,311,123 $ 23,226,206 Net Revenues $ 10,084,362 $ 10,714,944 $ 13,742,329 $ 15,529,609 $ 16,838,274 Debt Service 1997 SRF Loan(11) 2013 SRF Loan(12) Bonds Total Debt Service $ 1,503,293 $ 1,503,293 $ 1,503,293 549,821 $ 2,053,114 $ $ $ 6.71 Subordinate Debt Service 1997 Lease Agreement(11) Interfund Loan – Biosolids Dryer(13) Total Subordinate Debt Service Cash Available for Capital Projects or Other Improvements (1) (2) (3) (4) (5) (6) (7) (8) (9) 696,830 3,060,050 $ 3,756,880 696,830 3,047,100 $ 3,743,930 5.22 4.69 4.13 $ 8,581,069 $ 8,661,830 $ 10,810,879 $ 11,772,729 $ 13,094,344 $ 549,220 1,024,299 $ 1,573,519 $ 503,805 723,064 $ 1,226,869 $ $ $ $ 7,007,550 $ 7,434,961 $ 10,810,879 Debt Service Coverage Cash Available for Subordinate Debt Service 2,931,450 $ 2,931,450 2017 $ - $ 4.50 - $ 11,772,729 $ $ 13,094,344 Reflects actual Wastewater Enterprise results through February 1, 2013 and projected results thereafter. Reflects projected wastewater service charge revenues set forth under the caption “THE WASTEWATER ENTERPRISE—Historic and Projected Wastewater Enterprise Sales Revenues” as well as rates and charges set forth under the caption “THE WASTEWATER ENTERPRISE—Wastewater Enterprise Rates and Charges.” Assumes implementation of annual Consumer Price Index adjustments for wastewater service charges in accordance with Ordinance No. 3076 in Fiscal Years 2015 through 2017. There can be no assurance that the City Council will enact future rate adjustments that are permitted under Ordinance No. 3076. Projected to increase approximately 0.5% per annum from Fiscal Year 2013 amount in Fiscal Years 2014 and 2015 and to increase approximately 6.0% per annum from Fiscal Year 2015 amount thereafter. Increases after Fiscal Year 2015 reflect projected rate increases in excess of annual Consumer Price Index adjustments for wastewater service charges in accordance with Ordinance No. 3076. Such rate increases are subject to the notice, hearing and majority protest provisions of Proposition 218 and there can be no assurance that such increases will be adopted as currently projected. See the caption “CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES—Proposition 218.” Reflects City projections of additional growth through approved multi-family or infill developments. See the caption “THE WASTEWATER ENTERPRISE—Historic and Projected Wastewater Enterprise Connections.” Based on City projections. Includes pretreatment surcharges, penalties, reimbursements, and other miscellaneous income. Projected to increase approximately 2.5% per annum from Fiscal Year 2013 amount in Fiscal Years 2014 and 2015, approximately 3.0% from Fiscal Year 2015 amount in Fiscal Year 2016 and approximately 3.5% per annum thereafter. Reflects completion of planned Wastewater Enterprise system maintenance in Fiscal Year 2013. Projected to decrease approximately 6.0% per annum from Fiscal Year 2013 amount in Fiscal Years 2014 and 2015, to increase approximately 3.0% from Fiscal Year 2015 amount in Fiscal Year 2016 and to increase approximately 3.5% per annum from Fiscal Year 2016 amount thereafter. Such payments terminated in September 2010 upon the sale of the Cogeneration Project to the City of Riverside. See the caption “SECURITY FOR THE BONDS—Power Sales Agreement.” (Footnotes Continued on Following Page) 33 - (Continued from Previous Page) (10) Projected to decrease approximately 2.0% per annum from Fiscal Year 2013 amount in Fiscal Years 2014 and 2015, to increase approximately 3.0% from Fiscal Year 2015 amount in Fiscal Year 2016 and to increase approximately 3.5% per annum from Fiscal Year 2016 amount thereafter. (11) Expected to be prepaid from proceeds of the Bonds as described under the caption “INTRODUCTION—Refunding Plan.” (12) Reflects expected payments. See the caption “THE WASTEWATER ENTERPRISE—Future Wastewater Enterprise Improvements.” (13) Expected to be prepaid from proceeds of the Bonds as described under the caption “SECURITY FOR THE BONDS—Power Sales Agreement.” The prepayment of the Interfund Loan is expected to be applied to prepay the portion of the 2003 Cogeneration Project Installment Purchase Agreement attributable to the biosolids dryer. See the caption “INTRODUCTION—Refunding Plan.” (14) Includes payments with respect to the portion of the WRCRWA SRF Loan attributable to the Wastewater Enterprise, projected at an interest rate of 1.7% per annum on $20,000,000 principal amount. See the caption “THE WASTEWATER ENTERPRISE—Western Riverside County Regional Wastewater Authority Regional Treatment Plant.” There can be no assurance that the WRCRWA SRF Loan will be entered into at the interest rate or in the principal amount projected. Source: Corona Utility Authority. PENSION OBLIGATIONS AND OTHER POST-EMPLOYMENT BENEFITS Pension Plan The City and the employees of DWP contribute to the California Public Employees’ Retirement System (“PERS”), a multiple-employer public employee retirement system that acts as a common investment and administrative agent for participating public entities in the State. PERS provides a contributory defined-benefit pension plan for substantially all DWP employees, including retirement, disability and death benefits to plan members and their beneficiaries. DWP employees are part of the City’s Miscellaneous Plan. PERS issues a publicly available financial report that includes the applicable financial statements and required supplementary information for PERS. The report may be obtained by writing to PERS at 400 Q Street, Sacramento, California 95814. Required employer and employee contributions are determined from rates established by PERS based upon various actuarial assumptions which are revised annually. The City currently funds the normal pension costs, which are determined by PERS using the Entry Age Normal Actuarial Cost Method, as well as an amortization of the City’s unfunded actuarial liability. For Fiscal Year 2012, the City’s PERS contributions for the Miscellaneous Plan were approximately $6,880,355, which was equal to the annual required contribution (the “ARC”) described below and for Fiscal Year 2013, the City’s PERS contributions for the Miscellaneous Plan are estimated to be approximately $7,240,250, which is equal to the annual required contribution. The contribution rate for Fiscal Years 2014 has been established at 28.195% of annual covered payroll. Participants hired prior to January 1, 2013 are required to contribute 8% of their annual covered salary under the City’s PERS Miscellaneous Plan, which provides benefits of 2.7% of highest annual salary at age 55 to such participants. The City pays the 8% contribution required of DWP employees who were hired prior to January 1, 1999 on their behalf and for their account. DWP employees who were hired on or after January 1, 1999 and prior to January 1, 2013 pay 3% of the required member contribution and the City pays the remaining 5% on their behalf and for their account. The City’s PERS Miscellaneous Plan provides benefits of 2.0% of highest average annual pensionable compensation earned during a 36 month period at age 62 to such participants. Contributions for participants hired on or after January 1, 2013 who were not already enrolled in PERS through their previous employers are governed by Assembly Bill 340 (“AB 340”), which is described below. On September 12, 2012, the Governor of the State signed AB 340, which implements pension reform in the State. Effective January 1, 2013, AB 340: (i) requires public retirement systems and their participating employers to share equally with employees the normal cost rate for such retirement systems; (ii) prohibits 34 employers from paying employer-paid member contributions to such retirement systems for employees hired after January 1, 2013 who were not already enrolled in PERS through their previous employers; (iii) establishes a compulsory maximum non-safety benefit formula of 2.5% at age 67; and (iv) defines final compensation as the highest average annual pensionable compensation earned during a 36 month period. Other provisions cap pensionable income at $110,100 ($132,120 for employees not enrolled in Social Security), subject to Consumer Price Index increases, and reduce the risk of agencies incurring additional unfunded liabilities, including prohibiting retroactive benefits increases, generally prohibiting contribution holidays, and prohibiting purchases of additional non-qualified service credit (“air time”). Provisions in AB 340 will not likely have a material effect on the City’s Miscellaneous Plan contributions in the short term. However, additional employee contributions, limits on pensionable compensation and higher retirement ages for new members will reduce the City’s unfunded actuarial accrued liability and potentially reduce the City’s contribution levels in the long term. The City Council adopted a resolution creating an additional tier of PERS pension benefits for employees hired after January 1, 2013 to comply with AB 340’s compulsory reduced formula. Participants hired on or after January 1, 2013 who were not already enrolled in PERS through their previous employers are required to contribute the percentage of their annual covered salary under the City’s PERS Miscellaneous Plan required by PERS, which will not exceed 50% of the normal cost rate, as determined by PERS. The City does not make any portion of such contributions for such participants. The City had an unfunded actuarial accrued liability of $76,236,074 for its Miscellaneous Plan as of June 30, 2011, based on an actuarial value of assets of $175,764,654, as set forth in the most recent actuarial report prepared by PERS in October 2012. PERS does not prepare separate actuarial reports for DWP’s share or the Wastewater Enterprise’s share of the unfunded liability. However, if the unfunded liability were spread based on the ratio of FTEs of the Wastewater Enterprise to the FTEs of the City as a whole, approximately 16.8% of the estimated June 30, 2011 unfunded liability would be attributable to the Wastewater Enterprise. Under Government Accounting Standards Board Statement No. 27, an employer reports an annual pension cost equal to the ARC plus an adjustment for the cumulative difference between the annual pension cost and the employer’s actual plan contributions for the year. The cumulative difference is called the net pension obligation and may be positive or negative. The ARC for Fiscal Year 2013 was determined by an actuarial valuation of the City’s Miscellaneous Plan as of June 30, 2010 and the ARC for Fiscal Year 2014 has been determined by an actuarial valuation of the City’s Miscellaneous Plan as of June 30, 2011. The staff actuaries at PERS annually prepare an actuarial valuation which covers a Fiscal Year ending approximately 15 months before the actuarial valuation is delivered (thus, the actuarial valuation delivered to the City in October 2012 covered the City’s Fiscal Year ended June 30, 2011). The actuarial valuations express the City’s required contribution rates in percentages of covered payroll, which percentages the City must contribute in the Fiscal Year immediately following the Fiscal Year in which the actuarial valuation is prepared (thus, the City’s contribution rate derived from the actuarial valuation as of June 30, 2011, which was delivered in October 2012, affects the City’s Fiscal Year 2014 required contribution rate). PERS rules require the City to implement the actuary’s recommended rates. In calculating the annual actuarially recommended contribution rates, the PERS actuary calculates on the basis of certain assumptions the actuarial present value of benefits that PERS will fund under the PERS plans, which includes two components, the normal cost and the unfunded actuarial accrued liability (the “UAAL”). The normal cost represents the actuarial present value of benefits that PERS will fund under the PERS plans that are attributed to the current year, and the actuarial accrued liability represents the actuarial present value of benefits that PERS will fund that are attributed to past years. The UAAL represents an estimate of the actuarial shortfall between actuarial value of assets on deposit at PERS and the present value of the benefits that PERS will pay under the PERS plans to retirees and active employees upon their retirement. 35 The UAAL is based on several assumptions such as, among others, the rate of investment return, average life expectancy, average age of retirement, inflation, salary increases and occurrences of disabilities. In addition, the UAAL includes certain actuarial adjustments such as, among others, the actuarial practice of smoothing losses and gains over multiple years (which is described in more detail below). As a result, the UAAL may be considered an estimate of the unfunded actuarial present value of the benefits that PERS will fund under the PERS plans to retirees and active employees upon their retirement and not as a fixed expression of the liability that the City owes to PERS under its PERS plans. In each actuarial valuation, the PERS actuary estimates the actuarial value of the assets (the “Actuarial Value”) of the PERS plans at the end of the Fiscal Year (which assumes, among other things, that the rate of return during that Fiscal Year equaled the assumed rate of return, currently 7.5%). The PERS actuary uses a smoothing technique to determine Actuarial Value that is calculated based on certain policies. As described below, these policies changed significantly in 2012 and 2005, affecting the Actuarial Value calculation beginning in Fiscal Year 2007. On March 14, 2012, the PERS Board approved a change in the inflation assumption used in the actuarial valuations used to determine employer contribution rates. The inflation assumption was changed from 3% to 2.75% effective July 1, 2012. The change impacts the inflation component of the annual investment return assumption and the long term payroll growth assumption as follows: x The annual assumed investment return decreased from 7.75% to 7.5%. x The long term payroll growth assumption decreased from 3.25% to 3%. x The inflation component of individual salary scales decreased from 3.25% to 3%. Although the full impact of the above changes is not yet clear, PERS has estimated that they could result in net increases in future contribution levels of approximately 1% to 2%. In April 2005, the PERS Board adopted new policies aimed at stabilizing rising employer costs. These policies were used to set employer contribution rates for the City beginning in Fiscal Year 2007. These policies include: x Spreading PERS market value asset gains and losses over 15 years rather than three years. x Widening the “corridor” limits for establishing the actuarial value of assets from 90% to 110% of market value to 80% to 120% of market value (except for the 3-year phase-in of investment losses from Fiscal Year 2009, as described below). x Establishing a rolling 30-year amortization on all remaining net unamortized gains or losses, instead of amortizing 10% of the net unamortized gain or loss each year pursuant to prior policy. Such an amortization schedule results in approximately 6% of unamortized gains and losses each year. Due to the excess of accrued liability over actuarial value of plan assets, the amortization payment of the total unfunded liability may be higher than the payment calculated over a 30-year amortization period. x Requiring a minimum employer contribution rate equal to the employer normal costs minus a 30-year amortization of surplus (but not less than 0%). Pursuant to the April 2005 policy change, multiple amortization bases (including those for benefit improvement or changes in actuarial methods or assumptions, which are typically less than 30 years) were combined into a single base (the gain and loss bases) and amortized over a rolling 30-year period to effect a 36 “fresh start” as of June 30, 2004. The April 2005 policy did not affect other existing amortization bases for benefit improvements, assumptions changes and method changes. Due to significant market investment losses of approximately 24% in the PERS trust fund for Fiscal Year 2009, PERS implemented a 3-year phase-in of the Fiscal Year 2009 investment loss. This phased in approach will be achieved by temporarily relaxing the constraints on the smoothed value of assets around the actual market value. The corridor will be widened and then contracted as follows: x Increase the corridor limits from 80% to 120% of market value to 60% to 140% of market value to determine the actuarial value of assets for the June 30, 2009 valuation, which impacted the Fiscal Year 2012 contribution rate. x Reduce the corridor limits from 60% to 140% of market value to 70% to 130% of market value to determine the actuarial value of assets for the June 30, 2010 valuation, which impacts the Fiscal Year 2013 contribution rate. x Return to the 80% to 120% of market value corridor limits for the actuarial value of assets on June 30, 2011 and thereafter, which impacts contribution rates for Fiscal Year 2014 and beyond. x Asset losses outside of the 80% to 120% corridor described above will be amortized pursuant to a fixed 30-year amortization schedule. In addition, in February 2010, the PERS Board adopted a resolution requiring additional contributions for any plan or pool if the cash flows hamper adequate funding progress by preventing the expected funded status on a market value of assets basis of the plan to either: x x Increase by at least 15% by June 30, 2043; or Reach a level of 75% funded by June 30, 2043. Such contributions have been factored into the City’s contribution rates set by PERS. On April 17, 2013, the PERS Board approved a plan: (i) to replace the current 15-year asset-smoothing policy with a 5-year direct-rate smoothing process; and (ii) to replace the current 30-year rolling amortization of unfunded liabilities with a 30-year fixed amortization period. PERS’ Chief Actuary has stated that the revised approach provides a single measure of funded status and unfunded liabilities, less volatility in extreme years, a faster path to full funding and more transparency to employers such as the City about future contribution rates. These changes are expected to accelerate the repayment of unfunded liabilities (including CalPERS’ fiscal year 2009 market losses described above) of the City’s Miscellaneous Plan in the near term; the exact magnitude of the potential contribution rate increases is not known at this time, but may be significant. These changes will be reflected beginning with the June 30, 2014 actuarial valuation affecting contribution rates for Fiscal Year 2016 and thereafter. The following table summarizes the City’s annual required contributions for its Miscellaneous Plan (including Wastewater Enterprise employees) for Fiscal Years 2008 through 2012: 37 Fiscal Year Employer Contribution 2008 2009 2010 2011 2012 $5,667,812 5,823,489 6,345,360 6,398,576 6,880,355 City-Funded Employee Contribution $2,274,030 2,081,674 1,881,510 1,823,652 1,722,286 Employee Contribution Annual Pension Cost Percentage of Annual Pension Cost Contributed $615,131 574,180 574,481 547,618 547,918 $8,556,973 8,479,343 8,801,351 8,769,846 9,150,559 100% 100 100 100 100 The following table sets forth the schedule of funding for the City’s Miscellaneous Plan as a whole, including the Wastewater Enterprise, as of June 30, 2011. The employer contribution rate for Fiscal Year 2014 is 28.195%. Valuation Date (June 30) Entry Age Normal Accrued Liability Actuarial Value of Assets UAAL Market Value of Assets 2007 2008 2009 2010 2011 $170,067,849 206,180,050 217,616,331 239,840,884 252,000,728 $133,259,590 146,662,394 156,236,949 165,107,463 175,764,654 $36,808,259 59,517,656 61,379,382 74,733,421 76,236,074 $153,911,403 148,861,996 114,030,957 129,753,918 157,307,117 Funded Ratio(1) 90.5% 72.2 52.4 54.1 62.4 Annual Covered Payroll $36,161,760 35,994,622 30,576,507 30,614,756 29,739,813 (1) Based on the market value of assets. Source: PERS Actuarial Report Dated October 2012. For additional information relating to the City’s Miscellaneous Plan, see Note 14.A to the City’s Financial Statements set forth in Appendix A. PERS reported significant investment losses in 2009, which accounts for a portion of the increase in the City’s unfunded actuarial liability from June 30, 2008 to June 30, 2009. In addition, the increase in the City’s unfunded actuarial liability is attributable to PERS studies performed in Fiscal Year 2009 and the adjustment of assumptions made by PERS valuations for age at retirement, years of service, mortality rates, and certain other assumptions. PERS earnings reports for Fiscal Years 2010, 2011 and 2012 report an investment gain in excess of 13.0%, 21.7% and 1.0%, respectively. Future earnings performance may increase or decrease future contribution rates for plan participants, including the City. The City’s projections of Direct Costs and Allocated Costs shown under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION—Projected Wastewater Enterprise Operating Results and Debt Service Coverage” do not assume further unusual increases in PERS contributions or other labor costs. However, no assurance can be provided that such expenses will not increase significantly in the future. Other Post-Employment Benefits In addition to the pension benefits described under the caption “—Pension Obligations,” the City provides certain health care benefits (“OPEB”) for retired employees and eligible dependents. As of July 1, 2012, approximately 25 former Wastewater Enterprise employees and their dependents received OPEB benefits. The City’s defined benefit post-employment healthcare plan, California Employers’ Retiree Benefit Trust Program (“CERBT”), is an agent multiple-employer post-employment healthcare plan administered by the PERS Board of Administration. The plan provides retiree healthcare benefits for employees who retire 38 with PERS pension benefits immediately upon termination of employment from the City. Eligible retirees may elect coverage through the City’s contract with PERS. The plan benefits are established and may be amended by the City Council. Under the plan, employees are classified into two tiers, which are based on hire date. Tier I DWP employee participants were hired prior to January 1, 1999 and are eligible to receive reimbursement of medical premiums at 100% or capped at the second highest family premium rate available, determined by the employee’s separation date. Tier II employees receive the minimum Public Employees Medical and Hospital Care Act benefits paid by the City. In addition, all eligible retirees are provided life insurance coverage of $50,000 until age 70. PERS issues a publicly available financial report that includes financial statements and required supplementary information for CERBT. Such report may be obtained by contacting PERS. The contribution requirements of plan members and the City are established and may be amended by the City Council. The CERBT program’s funding policy provides for the contributions by the City at actuarially determined rates described as the annual required contribution (the actuarial value of benefits earned during plus costs to amortize the unfunded actuarial accrued liability, or “OPEB ARC”) of the employer. The OPEB ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed 30 years. The required contribution is based on projected pay-as-you-go financing requirements, with an additional amount to prefund benefits as approved by the City Council. For Fiscal Year 2011, the City contributed approximately $7.3 million to the plan, including approximately $4.7 million for current premiums and approximately $2.6 million to prefund the plan. For Fiscal Year 2012, the City contributed approximately $6.5 million to the plan, including approximately $5.2 million for current premiums and approximately $1.3 million to prefund the plan. Plan members pay the portion of premiums not paid by the City (e.g., in excess of capped amounts). Governmental Accounting Standards Board Statement No. 45 (“GASB 45”) requires governmental agencies that fund OPEB on a pay-as-you-go basis, such as City, to account for and report the outstanding obligations and commitments related to such OPEB in essentially the same manner as for pensions. The City retained Bickmore Risk Services (the “Actuarial Consultant”) to calculate the City OPEB funding status. In a report dated August 18, 2011 (the “Report”), the Actuarial Consultant concluded that, as of July 1, 2011, the City’s unfunded actuarial accrued liability (the “OPEB UAAL”) for OPEB was $80,348,097, while the actuarial value of OPEB plan assets was $16,182,147, for a funded ratio of 16.8%. The City allocates approximately 7.2% of the foregoing liabilities to the Wastewater Enterprise of the DWP. The Actuarial Consultant also concluded that the City’s OPEB ARC was $6,466,717. While requiring the City to disclose the OPEB UAAL and the OPEB ARC in its financial statements, GASB 45 does not require the City to fund the OPEB ARC. For Fiscal Years 2012, 2011, 2010 and 2009, the City’s annual OPEB costs of $6,466,717, $7,295,000, $7,043,000 and $7,862,000, respectively, for CERBT were equal to or exceeded the OPEB ARC. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of the occurrence of events far into the future. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress set forth below presents multi-year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. The most recent actuarial valuation for the City’s OPEB plan was obtained as of June 30, 2011. 39 Actuarial Valuation Date (June 30) Actuarial Accrued Liability 2009 2010 2011 $101,811,000 106,454,000 96,530,244 Actuarial Value of Assets $ 6,796,000 9,840,000 16,182,147 OPEB UAAL $95,015,000 96,614,000 80,348,097 Funded Ratio 6.7% 9.2 16.8 Annual Covered Payroll $49,298,000 50,900,185 50,192,076 OPEB UAAL as a Percentage of Annual Covered Payroll 192.7% 189.8 160.1 The City allocates approximately 7.2% of the above liabilities to the Wastewater Enterprise of the DWP. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. In the Report, the entry age normal cost method was used. The actuarial assumptions included a 7.5% discount rate and an annual healthcare cost trend rate of 9% initially, reduced by decrements to an ultimate rate of 4.5% after 7 years. The actuarial assumptions also included a payroll growth of 3.25% per year. The OPEB UAAL is being amortized as a level percentage of projected payroll on a closed basis over 30 years. The remaining amortization period at June 30, 2012 was 26 years. For Fiscal Year 2013, the City budgeted approximately $6,676,885 with respect to OPEB, which is equal to the Fiscal Year 2013 OPEB ARC. Approximately $480,735, or 7.2%, of this amount is allocated to the Wastewater Enterprise. The City currently does not expect that any increased funding of OPEB in the future would have a material adverse effect on the ability of the Utility Authority to make payments of principal of and interest on the Bonds. ELECTRIC DISTRIBUTION SYSTEM As discussed under the caption “SECURITY FOR THE BONDS—Power Sales Agreement,” revenues of the Electric Distribution System do not constitute Gross Revenues securing the Bonds. Retail Electric System DWP is the exclusive provider to customers located within DWP’s electric service territory, which currently includes customers located in the following developments within the administrative boundaries of the City: Crossings, Corona Pointe, Dos Lagos, Sunkist and Clearwater. DWP’s electric distribution facilities include, but are not limited to, underground distribution facilities, vaults, manholes, hand-holes, slab boxes, transformers, switches, and protective structures as required. The construction of additional electric distribution facilities is expected to progress in conjunction with the development of DWP’s electric distribution service territory. To date, five interconnections have been energized and wholesale distribution agreements have been executed with Southern California Edison. The City has also entered into a contract with Pilot Power Group to provide load balancing and scheduling coordination for its electric power requirements. DWP currently provides distribution service to approximately 892 customers located within DWP’s electric service territory. The City currently provides electricity to its retail customers from energy purchased under multi-year contracts, with annual sales of approximately 143,000 megawatt hours. Upon build-out of the current electric service territory, the City expects to serve approximately 999 customers with an average peak load of approximately 25 megawatts. 40 Set forth below is information with respect to DWP’s electric customers for the year ended June 30, 2012. CITY OF CORONA ELECTRIC DISTRIBUTION SYSTEM Number of Customers Customer Type Number of Customers Residential Commercial Industrial Public Agency TOTAL 470 374 8 40 892 Source: Corona Utility Authority. Electric Distribution System Operating Results The City’s obligation to make payments under the portion of the 2003 Cogeneration Project Installment Purchase Agreement that is not being refunded from proceeds of the Bonds (as discussed under the caption “INTRODUCTION—Refunding Plan”) and the 2005 Installment Purchase Agreement is payable from: (i) moneys received by the City from the Utility Authority in exchange for the sale of electricity from the Cogeneration Project to the Utility Authority pursuant to the Power Sales Agreements; and (ii) revenues of the Electric Distribution System remaining after the payment of operational costs of the Electric Distribution System. See the caption “SECURITY FOR THE BONDS—Power Sales Agreement.” The Electric Distribution System’s share of the payments under the 2005 Installment Purchase Agreement equals $16,918,028. Following the prepayment by the City of Riverside of the portion of the 2005 Installment Purchase Agreement attributable to the Cogeneration Project (as discussed under the caption “SECURITY FOR THE BONDS—Power Sales Agreement”), the Electric Distribution System’s share of the payments under the 2005 Installment Purchase Agreement will remain Direct Costs of the Wastewater Enterprise and operation and maintenance costs of the water system pursuant to the applicable Power Sales Agreements. However, the Electric Distribution System has historically generated sufficient revenues to cover its operational costs. As a result, Gross Revenues of the Wastewater Enterprise and revenues of the water system have not been used to pay the operational costs of the Electric Distribution System or the Electric Distribution System’s share of the payments under the 2005 Installment Purchase Agreement. The table below shows the coverage of the Electric Distribution System’s operational costs and share of the payments under the 2005 Installment Purchase Agreement from Electric Distribution System revenues. CITY OF CORONA ELECTRIC DISTRIBUTION SYSTEM Historic Operating Results (Fiscal Year Ended June 30) 2009 2010 2011 2012 Revenues Less Operation and Maintenance Costs Net Revenues $ 10,435,031 (7,113,691) $ 3,321,340 $ 9,743,662 (6,926,045) $ 2,817,617 $ 9,819,105 (6,666,798) $ 3,152,307 $ 10,223,581 (5,727,540) $ 4,496,041 Share of Payments under 2005 Installment Purchase Agreement(1) $ 1,228,626 $ 1,230,173 $ 1,231,317 $ 1,209,614 2.70 2.29 2.56 3.72 Coverage (1) Represents an operation and maintenance cost of the Electric Distribution System. Payments under Power Sales Agreements are paid from Electric Distribution System revenues. Source: Corona Utility Authority. 41 As discussed under the caption “SECURITY FOR THE BONDS—Power Sales Agreement,” revenues of the Electric Distribution System do not constitute Gross Revenues securing the Bonds. CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND CHARGES Article XIIIB Article XIIIB of the State Constitution limits the annual appropriations of the State and of any district, county, school district, corporation or other political subdivision of the State to the level of appropriations of the particular governmental entity for the prior fiscal year, as adjusted for changes in the cost of living and population. The “base year” for establishing such appropriation limit is the 1978-1979 State fiscal year and the limit is to be adjusted annually to reflect changes in population and consumer prices. Adjustments in the appropriations limit of an entity may also be made if: (a) the financial responsibility for a service is transferred to another public entity or to a private entity; (b) the financial source for the provision of services is transferred from taxes to other revenues; or (c) the voters of the entity approve a change in the limit for a period of time not to exceed four years. Appropriations subject to Article XIIIB generally include the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions and refunds of taxes. “Proceeds of taxes” include, but are not limited to, all tax revenues and the proceeds to an entity of government from: (i) regulatory licenses, user charges, and user fees (but only to the extent that such proceeds exceed the cost of providing the service or regulation); and (ii) the investment of tax revenues. Article XIIIB includes a requirement that if an entity’s revenues in any year exceed the amounts permitted to be spent, the excess would have to be returned by revising tax rates or fee schedules over the subsequent two years. Certain expenditures are excluded from the appropriations limit including payments of indebtedness existing or legally authorized as of January 1, 1979, or of bonded indebtedness thereafter approved by the voters and payments required to comply with court or federal mandates which without discretion require an expenditure for additional services or which unavoidably make the provision of existing services more costly. The City is of the opinion that its charges for wastewater service do not exceed the costs it reasonably bears in providing such services and therefore are not subject to the limits of Article XIIIB. The Utility Authority has covenanted in the Indenture that it will fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which are sufficient to yield Net Revenues, at least equal to 125% of the Debt Service payable in such Fiscal Year. Proposition 218 General. An initiative measure entitled the “Right to Vote on Taxes Act” (the “Initiative”) was approved by the voters of the State at the November 5, 1996 general election. The Initiative added Article XIIIC and Article XIIID to the State Constitution. According to the “Title and Summary” of the Initiative prepared by the State Attorney General, the Initiative limits “the authority of local governments to impose taxes and property-related assessments, fees and charges.” Article XIIID. Article XIIID defines the terms “fee” and “charge” to mean “any levy other than an ad valorem tax, a special tax or an assessment, imposed by an agency upon a parcel or upon a person as an incident of property ownership, including user fees or charges for a property-related service.” A “property-related service” is defined as “a public service having a direct relationship to property ownership.” Article XIIID further provides that reliance by an agency on any parcel map (including an assessor’s parcel map) may be considered a significant factor in determining whether a fee or charge is imposed as an incident of property ownership. 42 Article XIIID requires that any agency imposing or increasing any property-related fee or charge must provide written notice thereof to the record owner of each identified parcel upon which such fee or charge is to be imposed and must conduct a public hearing with respect thereto. The proposed fee or charge may not be imposed or increased if a majority of owners of the identified parcels file written protests against it. As a result, if and to the extent that a fee or charge imposed by a local government for water or wastewater service is ultimately determined to be a “fee” or “charge” as defined in Article XIIID, the local government’s ability to increase such fee or charge may be limited by a majority protest. In addition, Article XIIID includes a number of limitations applicable to existing fees and charges including provisions to the effect that: (a) revenues derived from the fee or charge may not exceed the funds required to provide the property-related service; (b) such revenues may not be used for any purpose other than that for which the fee or charge was imposed; (c) the amount of a fee or charge imposed upon any parcel or person as an incident of property ownership may not exceed the proportional cost of the service attributable to the parcel; and (d) no such fee or charge may be imposed for a service unless that service is actually used by, or immediately available to, the owner of the property in question. Property-related fees or charges based on potential or future use of a service are not permitted. Based upon the California Court of Appeal decision in Howard Jarvis Taxpayers Association v. City of Los Angeles, 85 Cal. App. 4th 79 (2000), which was denied review by the State Supreme Court, it was generally believed that Article XIIID did not apply to charges for water services that are “primarily based on the amount consumed” (i.e., metered water rates), which had been held to be commodity charges related to consumption of the service, not property ownership. The State Supreme Court stated in Bighorn-Desert View Water Agency v. Verjil, 39 Cal. 4th 205 (2006) (the “Bighorn Case”), however, that fees for ongoing water service through an existing connection were property-related fees and charges. The Supreme Court specifically disapproved the holding in Howard Jarvis Taxpayers Association v. City of Los Angeles that metered water rates are not subject to Proposition 218. The City has complied with the notice and public hearing requirements of Article XIIID in determining whether to change Wastewater Enterprise rates and charges since its first post-Bighorn Case rate increase in 2007. Article XIIIC. Article XIIIC provides that the initiative power may not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge and that the power of initiative to affect local taxes, assessments, fees and charges is applicable to all local governments. Article XIIIC does not define the terms “local tax,” “assessment,” “fee” or “charge,” so it was unclear whether the definitions set forth in Article XIIID referred to above are applicable to Article XIIIC. Moreover, the provisions of Article XIIIC are not expressly limited to local taxes, assessments, fees and charges imposed after November 6, 1996. On July 24, 2006, the State Supreme Court held in the Bighorn Case that the provisions of Article XIIIC included rates and fees charged for domestic water use. In the decision, the Court noted that the decision did not address whether an initiative to reduce fees and charges could override statutory rate setting obligations. In any event, the City does not believe that Article XIIIC grants to the voters within the City the power to repeal or reduce rates and charges for the wastewater service provided by the Wastewater Enterprise in a manner which would be inconsistent with the contractual obligations of the City. However, there can be no assurance of the availability of particular remedies adequate to protect the Beneficial Owners of the Bonds. Remedies available to Beneficial Owners of the Bonds in the event of a default by the City are dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive and time-consuming to obtain. So long as the Bonds are held in book-entry form, DTC (or its nominee) will be the sole registered owner of the Bonds and the rights and remedies of the Bond Owners will be exercised through the procedures of DTC. In addition to the specific limitations on remedies contained in the applicable documents themselves, the rights and obligations with respect to the Bonds and the Indenture, are subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar laws affecting creditors’ rights, to the application of equitable principles if equitable remedies are sought, and to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State. The various 43 opinions of counsel to be delivered with respect to such documents, including the opinion of Bond Counsel (the form of which is attached as Appendix C), will be similarly qualified. Future Initiatives Articles XIIIB, XIIIC and XIIID were adopted as a measure that qualified for the ballot pursuant to the State’s initiative process. From time to time other initiatives could be proposed and adopted affecting the City’s revenues or ability to increase revenues. APPROVAL OF LEGAL PROCEEDINGS The validity of the Bonds is subject to the approval of Best Best & Krieger LLP, Riverside, California, acting as Bond Counsel. The form of such legal opinion is attached as Appendix C to this Official Statement and such legal opinion will be attached to each Bond. Certain legal matters will be passed upon for the City and the Utility Authority by the City Attorney, for the Utility Authority by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, acting as Disclosure Counsel, and for the Trustee by its counsel. LITIGATION The City At the time of delivery of and payment for the Bonds, the City will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the City, threatened against the City affecting the existence of the City or the titles of its directors or officers to their respective offices or seeking to restrain or to enjoin the sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indenture, or in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture or any action of the City contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement to this Official Statement, or contesting the powers of the City or its authority with respect to the Bonds or any action of the City contemplated by any of said documents, nor to the knowledge of the City, is there any basis for such action, suit, proceeding, inquiry or investigation. The Utility Authority At the time of delivery of and payment for the Bonds, the Utility Authority will certify that there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, regulatory agency, public board or body, pending or, to the knowledge of the Utility Authority, threatened against the Utility Authority affecting the existence of the Utility Authority or the titles of its directors or officers to their respective offices or seeking to restrain or to enjoin the sale or delivery of the Bonds, the application of the proceeds thereof in accordance with the Indenture, or in any way contesting or affecting the validity or enforceability of the Bonds, the Indenture or any action of the Utility Authority contemplated by any of said documents, or in any way contesting the completeness or accuracy of this Official Statement or any amendment or supplement to this Official Statement, or contesting the powers of the Utility Authority or its authority with respect to the Bonds or any action of the Utility Authority contemplated by any of said documents, nor to the knowledge of the Utility Authority, is there any basis for such action, suit, proceeding, inquiry or investigation. TAX EXEMPTION In the opinion of Bond Counsel, based upon an analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, compliance with certain covenants, interest on the Bonds is 44 excluded from gross income for federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the “Code”) and is exempt from State of California personal income taxes. Bond Counsel is of the further opinion that interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum taxes, provided however, that for the purpose of calculating federal corporate alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings. The Code imposes various restrictions, conditions and requirements relating to the exclusion from gross income for federal income tax purposes of interest on obligations such as the Bonds. The Utility Authority has covenanted to comply with certain restrictions designed to insure that interest on the Bonds will not be included in federal gross income. Failure to comply with these covenants may result in interest on the Bonds being included in federal gross income, possibly from the date of original issuance of the Bonds. The opinion of Bond Counsel assumes compliance with these covenants. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not taken) or events occurring (or not occurring) after the date of issuance of the Bonds may adversely affect the value of, or the tax status of interest on, the Bonds. Current and future legislative proposals, if enacted into law, clarification of the Code or court decisions may cause interest on the Bonds to be subject, directly or indirectly, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise prevent Bond Owners from realizing the full current benefit of the tax status of such interest. As one example, the Obama Administration recently announced a legislative proposal which, for tax years beginning on or after January 1, 2013, generally would limit the exclusion from gross income of interest on obligations like the Bonds to some extent for taxpayers who are individuals and whose income is subject to higher marginal income tax rates. Other proposals have been made that could significantly reduce the benefit of, or otherwise affect, the exclusion from gross income of interest on obligations like the Bonds. The introduction or enactment of any such legislative proposals, clarification of the Code or court decisions may also affect, perhaps significantly, the market price for, or marketability of, the Bonds. Prospective purchasers of the Bonds should consult their own tax advisors regarding any pending or proposed federal or state tax legislation, regulations or litigation, and regarding the impact of future legislation, regulations or litigation, as to which Bond Counsel expresses no opinion. Certain requirements and procedures contained or referred to in the Indenture, the Tax Certificate, and other relevant documents may be changed and certain actions (including, without limitation, defeasance of the Bonds) may be taken or omitted under the circumstances and subject to the terms and conditions set forth in such documents. Bond Counsel expresses no opinion as to the exclusion from gross income of interest on any Bond if any such change occurs or action is taken or omitted upon the advice or approval of counsel other than Best Best & Krieger LLP. The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of taxexempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the IRS. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of other similar bonds). Although Bond Counsel is of the opinion that interest on the Bonds is excluded from gross income for federal income tax purposes and is exempt from State of California personal income taxes, the ownership or disposition of, or the accrual or receipt of interest on, the Bonds may otherwise affect a Bond Owner’s federal or state tax liability. The nature and extent of these other tax consequences will depend upon the particular tax status of the Bondholder or the Bond Owner’s other items of income or deduction, and Bond Counsel expresses no opinion regarding any such other tax consequences. A copy of the proposed form of opinion of Bond Counsel is attached hereto as Appendix C. 45 CONTINUING DISCLOSURE The Utility Authority has covenanted in a Continuing Disclosure Certificate for the benefit of the holders and Beneficial Owners of the Bonds to provide certain financial information and operating data relating to the City by 270 days following the end of the Utility Authority’s Fiscal Year (currently its Fiscal Year ends on June 30) (the “Annual Report”), commencing with the report for Fiscal Year ending June 30, 2013, and to provide notices of the occurrence of certain enumerated events. The Annual Report and the notices of enumerated events will be filed by the Utility Authority with EMMA. The specific nature of the information to be contained in the Annual Report and the notice of material events is set forth in Appendix E—”FORM OF CONTINUING DISCLOSURE CERTIFICATE.” These covenants have been made in order to assist the Underwriter in complying with Rule 15c2-12(b)(5) promulgated under the Securities Exchange Act of 1934. The Utility Authority has not failed to comply with its previous continuing disclosure undertakings in all material respects during the last five years. RATING The Utility Authority expects that Standard & Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”) will assign the Bonds the rating of “AA”. There is no assurance that any credit rating given to the Bonds will be maintained for any period of time or that the rating may not be lowered or withdrawn entirely by S&P if, in the judgment of S&P, circumstances so warrant. Any downward revision or withdrawal of such rating may have an adverse effect on the market price of the Bonds. Such rating reflects only the views of S&P and an explanation of the significance of such rating may be obtained from S&P. FINANCIAL ADVISOR The Utility Authority has retained CSG Advisors Incorporated, San Francisco, California (the “Financial Advisor”) as financial advisor in connection with the sale of the Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy, completeness or fairness of the information contained herein. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. UNDERWRITING The Bonds will be purchased by Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) pursuant to a Purchase Contract, dated June 4, 2013 (the “Purchase Contract”), by and between the Utility Authority and the Underwriter, pursuant to which the Underwriter has agreed to purchase all, but not less than all, of the $20,890,000 aggregate principal amount of the Bonds at a purchase price of $22,952,975.30 (being the aggregate principal amount thereof plus an original issue premium of $2,132,975.65 and less an Underwriter’s discount of $70,000.35). The obligation to make such purchase is subject to certain terms and conditions set forth in the Purchase Contract, the approval of certain legal matters by counsel, and certain other conditions. The initial public offering prices stated on the inside front cover of this Official Statement may be changed from time to time by the Underwriter. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts), dealer banks, banks acting as agents and others at prices lower than said public offering prices. 46 MISCELLANEOUS Insofar as any statements made in this Official Statement involve matters of opinion or of estimates, whether or not expressly stated, they are set forth as such and not as representations of fact. No representation is made that any of such statements made will be realized. Neither this Official Statement nor any statement which may have been made verbally or in writing is to be construed as a contract with the Owners of the Bonds. The execution and delivery of this Official Statement have been duly authorized by the Utility Authority and the City. CORONA UTILITY AUTHORITY By: /s/Jason Scott President CITY OF CORONA By: 47 /s/Bradly Robbins City Manager [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX A AUDITED FINANCIAL STATEMENTS [THIS PAGE INTENTIONALLY LEFT BLANK] CITY OF CORONA, CALIFORNIA COMPREHENSIVE ANNUAL FINANCIAL REPORT For the Fiscal Year Ended June 30, 2012 Prepared by the City of Corona Finance Department [THIS PAGE INTENTIONALLY LEFT BLANK] CITY OF CORONA Comprehensive Annual Financial Report Table of Contents Year Ended June 30, 2012 Page INTRODUCTORY SECTION Table of Contents ................................................................................................................... i GFOA Certificate of Achievement........................................................................................... iv Letter of Transmittal................................................................................................................ v Elected and Administrative Officers ........................................................................................ x Organization Chart ................................................................................................................. xi FINANCIAL SECTION Independent Auditors’ Report ................................................................................................. 1 Management’s Discussion and Analysis (Required Supplementary Information)................... 3 Basic Financial Statements: Government-Wide Financial Statements: Statement of Net Position ............................................................................................ 23 Statement of Activities ................................................................................................. 24 Fund Financial Statements: Governmental Funds: Balance Sheet ........................................................................................................ 28 Reconciliation of the Governmental Funds Balance Sheet to the Government-Wide Statement of Net Position ...................................................... 30 Statement of Revenues, Expenditures and Changes in Fund Balances ................ 32 Reconciliation of the Governmental Funds Statement of Revenues, Expenditures and Changes in Fund Balances to the Government-Wide Statement of Activities ........................................................... 34 Proprietary Funds: Statement of Net Position ....................................................................................... 36 Statement of Revenues, Expenses and Changes in Fund Net Position ................. 38 Statement of Cash Flows ....................................................................................... 40 Fiduciary Funds: Statement of Fiduciary Net Assets ......................................................................... 44 Statement of Changes in Fiduciary Net Position .................................................... 45 Notes to Basic Financial Statements................................................................................. 47 i CITY OF CORONA Comprehensive Annual Financial Report Table of Contents Year Ended June 30, 2012 FINANCIAL SECTION, Continued Required Supplementary Information: Budgetary Information ...................................................................................................... 111 Comparison Schedules ................................................................................................... 114 Modified Approach for Reporting Infrastructure................................................................ 117 Other Postemployment Benefit Plan (OPEB) Information ................................................ 119 Pension Trend Data ......................................................................................................... 119 Supplementary Information: Nonmajor Governmental Funds: Combining Balance Sheet .......................................................................................... 126 Combining Statement of Revenues, Expenditures and Changes in Fund Balances .................................................................................................. 128 Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual: Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual Nonmajor Special Revenue Funds........................................................................... 132 Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual Debt Service Funds.................................................................................................. 136 Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual Capital Project Funds ............................................................................................... 138 Non-major Enterprise Funds: Combining Statement of Net Position ......................................................................... 143 Combining Statement of Revenues, Expenses, and Changes in Net Position ........... 144 Combining Statement of Cash Flows.......................................................................... 145 Internal Service Funds: Combining Statement of Net Position ......................................................................... 149 Combining Statement of Revenues, Expenses, and Changes in Fund Net Position .. 150 Combining Statement of Cash Flows.......................................................................... 151 Fiduciary Funds: Combining Statement of Changes in Assets and Liabilities – Agency Funds ............. 155 ii CITY OF CORONA Comprehensive Annual Financial Report Table of Contents Year Ended June 30, 2012 STATISTICAL SECTION ..................................................................................................... 157 Financial Trends: Net Position by Component.............................................................................................. 160 Changes in Net Position................................................................................................... 162 Fund Balances – Governmental Funds ............................................................................ 166 Changes in Fund Balances – Governmental Funds......................................................... 168 Revenue Capacity: Water Sales by User Type ............................................................................................... 170 Assessed Value and Actual Value of Taxable Property ................................................... 171 Potable Water Rates ........................................................................................................ 172 Reclaimed Water Rates ................................................................................................... 173 Direct and Overlapping Property Tax Rates..................................................................... 174 Principal Water Customers............................................................................................... 175 Principal Property Tax Payers.......................................................................................... 176 Property Tax Levies and Collections................................................................................ 177 Debt Capacity: Ratios of Outstanding Debt by Type ................................................................................ 178 Ratios of General Bonded Debt Outstanding ................................................................... 180 Direct and Overlapping Governmental Activities Debt ..................................................... 181 Legal Debt Margin Information ......................................................................................... 183 Pledged Revenue Coverage ............................................................................................ 184 Demographic and Economic Information: Demographic and Economic Statistics ............................................................................. 186 Principal Employers ......................................................................................................... 187 Operating Information: Full-time Equivalent City Government Employees by Function/Program ......................... 188 Operating Indicators by Function/Program....................................................................... 189 Capital Assets Statistics by Function/Program................................................................. 190 iii December 19, 2012 To the Honorable Mayor, City Council, and Citizens of the City of Corona, California: It is with great pleasure that we present to you the City of Corona’s Comprehensive Annual Financial Report (CAFR) for the fiscal year ended June 30, 2012. The report consists of three sections: Introductory, Financial and Statistical. The Financial Section includes a complete set of financial statements presented in conformity with Generally Accepted Accounting Principles (GAAP) and audited in accordance with Auditing Standards Generally Accepted in the United States of America by a firm of licensed certified public accountants. Management assumes full responsibility for the accuracy and reliability of all information presented in this report. To provide a reasonable basis for making these representations, management has established a comprehensive internal control framework that is designed both to protect the City’s assets from loss, theft or misuse and to compile sufficient reliable information for the preparation of the City of Corona’s financial statements in conformity with GAAP. Because the cost of internal controls should not outweigh their benefits, the objective of the City’s internal control framework is to provide reasonable rather than absolute assurance that the financial statements are free from material misstatement. As management, we assert that, to the best of our knowledge and belief, this financial report is complete and reliable in all material respects. For certain debt issues, the City of Corona covenants to submit a continuing disclosure to the bond holders. The City’s CAFR is a required part of that annual disclosure. The California State Controller requests that the City’s audit report be delivered to the State Controller’s office as soon as available. The City of Corona’s financial statements have been audited by Lance, Soll & Lunghard, LLP, Certified Public Accountants. The goal of the independent audit was to provide reasonable assurance that the financial statements of the City are free of material misstatement. The independent auditor has issued an unqualified (“clean”) opinion of the City’s financial statements for the fiscal year ended June 30, 2012. The independent auditor’s report is presented on the first page of the Financial Section of this report. The independent audit of the financial statements of the City of Corona was part of a broader, federally mandated audit of state and local governments (“Single Audit”) designed to meet the special needs of federal granting agencies. The standards governing Single Audit require the auditor to report not only on the fair presentation of the financial statements, but also on the City’s internal controls and compliance with legal requirements. These reports are available in the City of Corona’s separately issued Single Audit Report. GAAP require that management provide a narrative introduction, overview, and analysis to accompany the basic financial statements in the form of Management’s Discussion and Analysis (MD&A). This letter of transmittal is designed to complement MD&A and should be read in conjunction with it. The MD&A can be found immediately following the report of the independent auditors. v City of Corona Letter of Transmittal Profile of the City The City of Corona is located approximately 45 miles southeast of Los Angeles in western Riverside County. The community is ideally situated at the base of the mountainous Cleveland National Forest on an alluvial plain leading down, or north to the Santa Ana River. Based on data provided by the U.S. Census Bureau, as of July 2011 the City’s population was 155,896. The City limits covered approximately 39.2 square miles. Corona is a General Law City. Five Corona citizens make up the Corona City Council and each is elected to a four-year term of office. The Mayor is appointed annually by and from the City Council. The City of Corona was incorporated in 1896 under the general laws of the State of California. The City operates under a Council-Manager form of government and provides the following services: Public Safety (Police and Fire), Highways and Streets, Electric, Public Library, Parks, Public Improvements, Planning and Zoning, Public Transportation (Dial-A-Ride and Corona Cruiser programs) and General Administrative Services. Water and Water Reclamation services are provided through the legally separate Corona Utility Authority, which functions as a department of the City of Corona and therefore has been included as an integral part of the City of Corona’s financial statements. The former Redevelopment Agency, the Corona Housing Authority, the Corona Public Financing Authority and the Corona Public Improvement Corporation are financially accountable by the City of Corona and are reported in the financial statements. Additional information on all of these legally separate entities can be found in the Notes to the Financial Statements, under the Description of Reporting Entity section. The City maintains budgetary controls to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the City's governing body. Each year, a proposed budget is submitted to the City Council and a public meeting is conducted to obtain taxpayer comments. The budget is subsequently adopted by the City Council through passage of resolutions. The legal level of budgetary control is at the department level. The City Council may amend the budget to add or delete appropriations, transfer between appropriations within a fund or change appropriations between funds. Local Economy The City of Corona continues to position itself as the prime location for companies looking for industrial, commercial or office space. On the border of Orange County, Corona offers a premium location well-suited for a variety of business needs as well as offering the quality of life sought by management and workforce. As the economy continues in its correction mode, Corona is seeing the impacts by having vacancy rates not seen since 2008. Commercial retail vacancy is at 6.0% and the industrial inventory at a 3.0%. During the housing boom we saw many of our rental units sold or leased leaving the City with a shortage. The year of 2012 was a turning point for this where Corona saw 405 apartments constructed on North Main Street and many developments at the entitlement phase with plans to break ground in 2013. There were 34 multi-family building permits attained through September 2012, three times higher than the same type of permits issued in 2011. New construction in the industrial sector is slow, not due to low demand, but the fact that Corona is nearly built-out and there are very few large parcels for development of major projects. Among the few developments that were currently ongoing, one of them is an 186,000 square-foot industrial building, which was constructed in 2012. Another project of a 550,000 square-foot industrial building is currently in the entitlement phase. Although the various development activities are not as active as in 2007, Corona’s economy started showing signs of the upswing; this is consistent with the rising demand for space. vi City of Corona Letter of Transmittal With the downturn in the construction industry, Corona experienced some job losses. Another sector heavily impacted during the recession years was logistics. Transportation and warehouse were two major elements of this sector; however, they only represent 1.5% of the City’s total employment. Corona has large shares of residents working in relatively high-skilled, high-wage jobs. More than 20% of Corona’s working residents are employed in management, business/financial, computer/mathematical, or architecture/engineering occupations. This percentage is much higher than the surrounding cities. With companies starting their hiring activities, the unemployment rate in Corona has come down from 11.4% in September 2011 to the current rate of 8.8%. The overall unemployment rate for the County of Riverside is currently at 12.0%. Property tax is the largest General Fund revenue source for the City for the fiscal year ended June 30, 2012. Total taxable assessed valuation in Corona for Fiscal Year 2011-12 was $15.7 billion, this is a slight decrease of 1.3% from the previous year. Sales tax is another principal General Fund revenue source for the City. Taxable retail sales were $2.7 billion in Fiscal Year 2011-12, an increase of 8.0% from the previous year, second consecutive year following the 3.3% increase from Fiscal Year 2009-10 to Fiscal Year 2010-11. Total property and sales tax constituted 47.7 % of total governmental revenues, which are significant sources to support all general government activities including public safety, public works, community services, housing, and economic development. Long Term Financial Planning For Corona, the financial well-being of the City depends on enhancing the City's property and sales tax revenue base as well as increasing the number of quality jobs available to City residents. Corona is beginning to emerge from the previous several years of recession. There is projected growth in the City’s primary revenue sources, property and sales taxes in Fiscal Year 2012-13. However, this is not enough. The City has taken a strong approach to control expenditure growth. There have been budgetary reductions in October 2008 and in February 2010. Additionally, the City offered an early retirement incentive in fall of 2011. In the past, the City has wisely taken advantage of financial prosperity to secure its ongoing stability, and will continue to take the same conservative approach in the future. The Fund Balance Policy for the General Fund approved by City Council in June 2010 requires that the City maintain a contingency reserve of $14.3 million through June 30, 2012. This amounts to approximately a 12.8% set aside of the following year’s budgeted operating expenditures of the General Fund to allow for contingencies and emergencies. The contingency reserve will be increased to two months of regular General Fund operating expenditures in any fiscal year in which recurring sources exceed recurring uses as approved by this policy. Other funds have been set aside as reserves for budget shortfalls, facility projects, future technology needs, vehicle and equipment replacement and changes in future debt service requirements. The conservative budgets that were passed in prior fiscal years contributed to this overall financial philosophy. The City Council and the City leadership will continue to monitor the budget and make decisions to balance its General Fund budget, while continuing to maintain our commitment to fiscal responsibility, effective resource management, and providing the highest service levels to our residents. vii City of Corona Letter of Transmittal Relevant Financial Policies Corona follows the General Fund Expenditure Control Budget (ECB) guidelines as outlined in the budget resolution. The Fiscal Year 2011-12 budget was the eighteenth year that the budget was prepared in accordance with the ECB policies adopted by the City Council for the General Fund. Departments are given increased flexibility and incentives for meeting their goals as well as being assigned greater accountability for their performance in carrying out their mission. In order to meet anticipated future General Fund budgetary shortfalls, prior budgetary savings will be used. The City will continue to monitor expenditure and revenue assumptions aggressively. The ECB savings are categorized in the General Fund Balance under the classification of Committed Fund Balance. Major Initiatives Corona’s commitment to infrastructure improvements is demonstrated by the City’s five-year Capital Improvement Program with the following highlights. In Fiscal Year 2012-13, the City’s new capital improvement projects totaled $41.5 million. This is divided among the categories of: Buildings, Facilities and Systems, Roads, Bridges and Freeways, Lighting and Signals, Drainage, Parks and Airport, Housing and Economic Programs, Water, Water Reclamation, Electric, and development financed infrastructure. The majority of the capital budget, or 58.8%, was in the Water and Water Reclamation categories, with a total amount of $24.4 million. Major projects in these two categories include $3.1 million for the Mangular Blending Facility, $4.1 million for the Butterfield and Stagecoah Park Reclaimed Waterlines, $4.3 million system upgrades for Water Reclamation Facility No. 1 and 2, $1.5 million for a new reservoir, and $3.0 million for various water and sewer line replacements. The Roads, Bridges and Freeways category totaled $5.2 million, or 12.6%, of the overall City capital improvement project budget. The primary funding sources were from Measure A and Gas Tax. The Housing and Economic programs represent 8.3% of the total City capital budget, with a total amount of $3.4 million to fund various housing and development programs citywide. Awards and Acknowledgements The Government Finance Officers Association (GFOA) of the United States and Canada awarded the twenty-second consecutive Certificate of Achievement for Excellence in Financial Reporting to the City of Corona for its Comprehensive Annual Financial Report (CAFR) for the fiscal year ending June 30, 2011. In order to be awarded a Certificate of Achievement, a government must publish an easily readable and efficiently organized CAFR. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe that our current CAFR continues to meet the Certificate of Achievement Program’s requirements and we are submitting it to the GFOA to determine its eligibility for another certificate. viii CITY OF CORONA Elected Officials and Administrative Personnel Elected Officials EUGENE MONTANEZ .................................................................................... Mayor JASON SCOTT ................................................................................ Mayor Pro Tem STEVE NOLAN ................................................................................ Councilmember STAN SKIPWORTH ......................................................................... Councilmember KAREN SPIEGEL............................................................................. Councilmember RICHARD O. HALEY ......................................................................... City Treasurer Administrative Personnel BRADLY L. ROBBINS ..........................................................................City Manager GREG IRVINE...................................................................... Assistant City Manager DARRELL TALBERT.............................................. Administrative Services Director JOANNE COLETTA…...........................................Community Development Director JONATHAN DALY ...............................................................DWP General Manager KERRY D. EDEN ............................................................................Finance Director JOHN MEDINA.......................................................................................... Fire Chief STEVE LARSON.................................................... Information Technology Director JULIE FREDERICKSEN....................................................................Library Director GABRIEL GARCIA .....................................Parks and Community Services Director MICHAEL ABEL .....................................................................................Police Chief KIP FIELD ...............................................................................Public Works Director BEST, BEST & KRIEGER .................................................................... City Attorney x CITY OF CORONA City Organizational Chart ELECTORATE CITY COUNCIL CITY TREASURER CITY ATTORNEY CITY MANAGER Management Services Human Resources Community Development Information Technology Fire Police Public Works Department of Water & Power Administrative Services Finance Library Parks & Community Services xi xii "RANDON7"URROWS#0! $AVID%(ALE#0!#&0 A Professional Corporation $ONALD'3LATER#0! 2ICHARD++IKUCHI#0! 3USAN&-ATZ#0! 3HELLY+*ACKLEY#0! "RYAN3'RUBER#0! $EBORAH!(ARPER#0! INDEPENDENT AUDITORS’ REPORT To the Honorable Mayor and Members of City Council City of Corona, California We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Corona (the City), California, as of and for the year ended June 30, 2012, which collectively comprise the City's basic financial statements as listed in the table of contents. These financial statements are the responsibility of City's management. Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and the significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City, as of June 30, 2012, and the respective changes in financial position, and cash flows, where applicable, thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. We would like to draw the reader’s attention to Note 21 – “Successor Agency Trust for Former Corona Redevelopment Agency”. The note provides information on the dissolution of the Redevelopment Agency and the newly formed Successor Agency. In accordance with Government Auditing Standards, we have also issued our report dated November 28, 2012, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the results of our audit. Accounting principles generally accepted in the United States of America require that the management's discussion and analysis and budgetary comparison information as listed in the table of contents be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board, who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate Lance, Soll & Lunghard, LLP .ORTH"REA"OULEVARDs3UITEs"REA#!s4%,s&AXwww.lslcpas.com Orange County Temecula Valley Silicon Valley To the Honorable Mayor and Members of City Council City of Corona, California operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's financial statements as a whole. The introductory section, combining and individual nonmajor fund financial statements and schedules, and statistical section, are presented for purposes of additional analysis and are not a required part of the financial statements. The combining and individual nonmajor fund financial statements and schedules are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the financial statements. The information has been subjected to the auditing procedures applied in the audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the financial statements as a whole. The introductory and statistical sections have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Brea, California November 28, 2012 MANAGEMENT’S DISCUSSION AND ANALYSIS Fiscal Year Ended June 30, 2012 The following Management Discussion and Analysis (MD&A) of the City of Corona’s financial performance provides an introduction and overview to the financial activities of the City for the fiscal year ended June 30, 2012. This narrative discussion and analysis focuses on the current year’s activities, resulting changes and currently known facts; therefore, the information presented here should be considered in conjunction with additional information furnished in the letter of transmittal and the accompanying basic financial statements. FINANCIAL HIGHLIGHTS Government-Wide x Total assets and deferred outflows of the City exceeded its liabilities and deferred inflows at June 30, 2012 by $1.1 billion (net position). Of this amount, $144.4 million (unrestricted) may be used to meet the City’s ongoing obligations to citizens and creditors. x The City’s net position increased by $103.1 million from the previous fiscal year. Of the increase, $15.5 million was attributable to a restatement to the beginning balance of net position, and $57.0 million was due to the extraordinary gain from the dissolution of the former Corona Redevelopment Agency. An increase of $30.6 million was the result of operations of the current fiscal year. Additional information regarding the restatement and the extraordinary gain are provided in later discussion. x For governmental activities, expenses were $86.1 million greater than the program revenues generated for governmental activities. Taxes, return on investments and other income for $105.3 million provided sufficient funding for City-wide programs. Together with transfers of $(0.1) million and extraordinary gain of $57.0 million, and a restatement of $5.8 million, governmental activities’ net position increased by $81.9 million from the previously reported amount. x For business-type activities, program revenues exceeded expenses by $7.3 million. Of the total program revenues of $110.4 million, $11.7 million represents contributions of capital assets such as infrastructure from developers. Adding the investment earnings of $4.0 million to the revenue, the current fiscal year showed an $11.5 million surplus in the business-type activities. 3 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 x The City recognized an extraordinary gain in the amount of $57.0 million on its government-wide financial statements. This was the direct result of the dissolution of the former Corona Redevelopment Agency as of January 31, 2012. The City assumed the successor agency role to its former Redevelopment Agency, the assets and liabilities reported in the governmental activities as of January 31, 2012 were transferred to a fiduciary fund that accounts for activities of the Successor Agency. Among the transferred amounts, $81.6 million represented long-term obligations of the former Corona Redevelopment Agency, net against the capital assets and net position held by the former agency, the transfer resulted in an extraordinary gain of $57.0 million on the government-wide statement of activities. For additional information on the dissolution of the redevelopment agency and the impact to the City’s financial statements, please refer to Notes 20 and 21 in the accompanying financial statements. x Of the restatement to the beginning net position of $15.5 million, $5.8 million was in the governmental activities, and $9.7 million in the business-type activities. These restatements were largely due to the recording of infrastructure assets contributed by developers in the prior years. Please refer to Note 19 in the accompanying financial statements for additional information. Fund Based x As of the close of the current fiscal year, the City’s governmental funds reported combined ending fund balances of $184.4 million, which is a decrease of $21.0 million from the previous year. Among the total decrease, $19.8 million resulted from the extraordinary loss caused by the dissolution of the former Corona Redevelopment Agency, and $(5.4) million was restated to the beginning fund balance. Governmental funds reported a combined excess of revenues over expenditures of $5.2 million for the current year. With the net transfer out in the amount of $1.0 million, and the extraordinary loss of $19.8 million, net decrease to the fund balances before restatement was $15.6 million. Additional information on the extraordinary item and the restatement are provided in later discussion. x Of the total fund balance for all governmental funds in the amount of $184.4 million, $103.7 million, or 56.2% are either nonspendable or restricted due to the nature of the restriction. An additional amount of $18.3 million was committed in the fund balance, including $14.3 million that was committed to emergency contingencies, $2.2 million in ECB savings, and $1.8 million in designated revenues. x The City recognized extraordinary loss on its governmental fund statements during the current fiscal year with the dissolution of the former Corona Redevelopment Agency. Certain notes entered between the City and the Agency before the dissolution was invalidated by legislation and later reinstated by law with many conditions. Due to the contingency nature of the possible repayment, the City set up an allowance account for the potentially uncollectible amounts, resulted in an extraordinary loss of $2.1 million. In addition, with the transfer of fund balances of the former Redevelopment Agency to the Successor Agency as of February 1, 2012, $17.7 million extraordinary losses was recognized on the City’s governmental fund financial statements. Additional information regarding the dissolution of redevelopment agencies as well as extraordinary losses due to the dissolution is fully discussed in Note 20 and 21 of the accompanying financial statements. 4 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 x The beginning fund balance of the governmental funds was restated by $(5.4) million during the current fiscal year, largely due to the reclassification of a fund that was reported in the General Fund in the prior year to internal service fund. For additional information, please refer to Note 19 in the accompanying financial statements. OVERVIEW OF THE FINANCIAL STATEMENTS The financial statements presented herein include all of the activities of the City of Corona and its component units using the integrated approach as prescribed by GASB Statement No. 34. Government-Wide Financial Statements The government-wide financial statements present the financial picture of the City from the economic resources measurement focus using the accrual basis of accounting. They present governmental activities and business type activities separately. These statements include all assets of the City (including infrastructure) as well as all liabilities (including long-term debt). Additionally, certain eliminations have occurred as prescribed by the statement in regards to interfund activity, payables and receivables. The statement of net position and the statement of activities report information about the City as a whole for its governmental and business-type activities. These statements include all assets and liabilities of the City using the accrual basis of accounting, which is similar to the accounting used by most private-sector companies. All of the current year’s revenues and expenses are taken into account regardless of when cash is received or paid. These two statements report the City’s net position and changes in them. Net position is the difference between the total of assets and deferred outflows of resources and the total of liabilities and the deferred inflow of resources, which is a common way to measure the City’s financial position. Over time, increases or decreases in the City’s net position are an indicator of whether its financial position is improving or deteriorating. Other factors to consider are changes in the City’s property tax base and the condition of the City’s roads. In the statement of net position and the statement of activities, we distinguish the City’s functions that are principally supported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a portion of their costs through user fees and charges (business-type activities). The activities of these two distinctions are as follows: Governmental activities – Most of the City’s basic services are reported in this category, including the General Government, Fire, Police, Public Works, Parks, Recreation and Community Services and the Library. Property and sales taxes, user fees, interest income, franchise fees, and state and federal grants finance these activities. Business-type activities – The City charges a fee to customers to cover all or most of the cost of certain services it provides. The City’s Water and Water Reclamation utilities, Electric, Transit and Airport services are reported in this category. The government-wide financial statements can be found on the pages immediately following this discussion in the Basic Financial Statements section. 5 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 Fund Financial Statements The fund financial statements include statements for each of the three categories of activities: governmental, proprietary and fiduciary. The governmental activities are prepared using the current financial resources measurement focus and modified accrual basis of accounting. The proprietary and fiduciary activities are prepared using the economic resources measurement focus and the accrual basis of accounting. Reconciliations of the fund financial statements to the government-wide financial statements are provided to explain the differences created by the integrated approach. The fund financial statements provide detailed information about the most significant funds – not the City as a whole. Some funds are required to be established by State law and by bond covenants. However, management establishes many other funds to help it control and manage money for particular purposes or to show that it is meeting legal responsibilities for using certain taxes, grants, and other money. Governmental funds – Most of the City’s basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year-end that are available for spending. These funds are reported using an accounting method called modified accrual accounting, which measures cash and all other financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the City’s general government operations and the basic services it provides. Governmental fund information helps determine whether there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. The differences of results in the governmental fund financial statements to those in the government-wide financial statements are explained in a reconciliation schedule following each governmental fund financial statement. The governmental fund financial statements can be found in the Basic Financial Statements section of this report. Proprietary funds – When the City charges customers for the services it provides – whether to outside customers or to other units of the City – these services are generally reported in proprietary funds. Proprietary funds are reported in the same way that all activities are reported in the statement of net position and the statement of revenues, expenses and changes in fund net position. The City’s enterprise funds are the same as the business-type activities reported in the government-wide statements but provide more detail and additional information, such as cash flows, for proprietary funds. The City uses internal service funds (the other component of proprietary funds) to report activities that provide supplies and services for the City’s other programs and activities – such as the City’s self-insurance and fleet operations funds. The internal service funds are reported with governmental activities in the government-wide financial statements. The proprietary fund financial statements can be found in the Basic Financial Statements section of this report. Fiduciary funds – The City is the trustee, or fiduciary, for certain funds held to account for activities reported in this category which includes the Successor Agency and the special taxes and assessments districts. The City’s fiduciary activities are reported in separate statements of fiduciary net position, statement of changes in fiduciary net position (Successor Agency Trust only), and combining statement of changes in assets and liabilities (Pass-through Agency Fund only). 6 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 Notes to Basic Financial Statements The notes to basic financial statements provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. They are presented immediately following the Basic Financial Statements section of this report. Other Information In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information concerning the City’s progress in funding its obligation to provide pension benefits to its employees, budgetary comparison schedules for the General Fund and each major special revenue fund, and schedules and disclosure of the modified approach for reporting the City’s infrastructure. Combining and individual statements for non-major governmental and proprietary funds, internal service funds and fiduciary funds are presented in the Supplementary Information section of this report. GOVERNMENT- WIDE FINANCIAL ANALYSIS This analysis focuses on the City’s net position and changes in net position of the governmental and business-type activities for the fiscal year ended June 30, 2012. As noted earlier, the City’s net position as a whole increased 10.2% from $1.0 billion at June 30, 2011 to $1.1 billion at June 30, 2012. The largest portion, or 74.0% of the City’s net position reflects the net investment in capital assets such as land, buildings, machinery and equipment, less any related debt used to acquire those assets that were still outstanding. These assets are used to provide services to the citizens of the City of Corona; therefore, they are not available for future spending. Although the City’s investment in capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. An additional portion or 13.0% of the City’s net position represents various resources subject to external restrictions on how they may be used. The remaining balance of unrestricted net position of $144.4 million may be used to meet the City’s ongoing obligations to citizens and creditors. As of the end of the current fiscal year, the City was able to report positive balances in all three categories of net position. 7 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 The following graph demonstrates the components of the City’s net position at fiscal year ended June 30, 2012. City of Corona Net Position Restricted for Debt Service 1.3% June 30, 2012 Restricted for Other Purposes Unrestricted 3.1% 13.0% Restricted for Capital Project 8.6% Net Investment in Capital Assets 74.0% The following schedule is a condensed version of the City’s statement of net position for fiscal year ended June 30, 2012. Comparative data from fiscal year ended June 30, 2011 is also presented. City of Corona's Net Position (in millions) Current and other assets Internal balances Capital assets Total assets Governmental activities 2012 2011 $ 267.8 $ 280.8 174.2 174.8 608.0 606.8 1,050.0 1,062.4 Deferred from debt refunding Total deferred outflows 0.6 0.6 Long-term liabilities Other liabilities Total liabilities 81.1 35.9 117.0 Deferred from developer fees Other deferred amounts Total deferred inflows Net investement in capital assets, Restricted Unrestricted Total net position 1.7 0.5 2.2 $ 547.4 132.4 251.6 931.4 $ Business-type activities 2012 2011 $ 164.2 $ 162.5 (174.2) (174.8) 353.2 337.5 343.2 325.2 - - - 167.9 45.0 212.9 141.6 22.4 164.0 148.3 18.9 167.2 - - - 512.9 88.5 248.1 849.5 274.8 11.6 (107.2) 179.2 66.1 18.1 73.8 158.0 8 $ $ Total 2012 2011 $ 432.0 $ 443.3 961.2 944.3 1,393.2 1,387.6 0.6 0.6 222.7 58.3 281.0 1.7 0.5 2.2 822.2 144.0 144.4 $ 1,110.6 316.2 63.9 380.1 579.0 106.6 321.9 $ 1,007.5 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 The City’s programs for governmental activities include general government, fire, police, public works, parks and community services and library. The programs for the business-type activities include the water, water reclamation, electric, transit and airport services. A comparison of each program’s revenues and expenses for the current year and prior year is presented below. City of Corona's Changes in Net Position (in millions) Governmental Activities 2012 2011 Revenues: Program revenues: Charges for services Operating grants and contributions Capital grants and contributions General revenues: Taxes: Property taxes Sales and use taxes Other taxes Lease and rental income Grants and contributions not restricted to specific programs Gain on sale of capital assets Investment earnings Other Extraordinary items - RDA dissolution Transfers Total revenues, extraordinary items and transfers Expenses: General government Public safety - Fire Public safety - Police Public works Administrative Services Parks and community services Library Interest on long-term debt Water Water reclamation Electric Transit services Airport Total expenses Change in net position Net position - beginning of year Restatement Net position - end of year $ 34.6 12.4 9.0 45.8 31.2 8.5 12.1 $ 34.3 18.7 3.7 Business-Type Activities 2012 2011 $ 97.2 1.5 11.7 $ 93.4 1.6 3.3 59.1 28.5 7.8 11.6 3.4 0.7 4.0 168.5 20.6 21.5 39.8 27.9 12.9 13.2 2.6 3.6 21.8 23.1 40.5 29.4 15.4 13.6 2.7 14.6 114.6 142.1 161.1 55.8 30.2 14.6 2.2 0.3 103.1 76.1 7.4 11.5 849.5 5.8 $ 931.4 849.8 (7.7) $ 849.5 9 158.0 9.7 $ 179.2 131.8 13.9 20.7 $ 127.7 20.3 7.0 59.1 28.5 7.8 11.6 8.1 3.7 57.0 - 0.7 2.3 6.6 0.7 - 103.8 332.8 272.3 46.8 25.9 17.7 2.1 0.3 92.8 20.6 21.5 39.8 27.9 12.9 13.2 2.6 3.6 55.8 30.2 14.6 2.2 0.3 245.2 21.8 23.1 40.5 29.4 15.4 13.6 2.7 14.6 46.8 25.9 17.7 2.1 0.3 253.9 11.0 87.6 18.4 2.3 3.2 0.2 218.2 $ 2011 45.8 31.2 8.5 12.1 0.7 4.1 3.7 57.0 (0.2) Total 2012 148.4 (1.4) $ 158.0 1,007.5 15.5 $ 1,110.6 998.2 (9.1) $ 1,007.5 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 Governmental Activities Total resources available during the year to finance governmental operations were $1.1 billion consisting of net position at July 1, 2011 of $849.5 million, program revenues of $56.0 million, general revenues of $105.2 million, an extraordinary gain of $57.0 million, and a restatement of $5.8 million. Total uses for governmental activities during the year were $142.1 million; thus, net position increased by $76.1 million including the extraordinary gain. The chart below presents revenues and expenses in governmental activities for the past five years. Revenues and Expenses - Five-Year Trend Governmental Activities Amount (in millions) 250.0 200.0 150.0 100.0 50.0 2008 2009 2010 2011 2012 Fiscal Year Revenues Expenditures The following analyses on governmental activities’ revenues and expenses do not include the $57.0 million extraordinary gain that was discussed previously. The cost of all governmental activities for fiscal year ended June 30, 2012 was $142.1 million. However, as shown in the statement of activities, the amount that the taxpayers ultimately financed for these activities was only $86.1 million because some of the cost was paid by those who directly benefited from the programs ($34.6 million), or by other governments and organizations that subsidized certain programs with operating grants and contributions ($12.4 million), and capital grants and contributions ($9.0 million). Overall, the City’s governmental program revenues were $56.0 million. The City paid for the remaining “public benefit” portion of governmental activities with $105.2 million in taxes (some of which could only be used for certain programs) and other revenues, such as investment earnings and general entitlements. The following is an in-depth analysis of the major revenue sources and expenses. x Taxes comprise 51.1% of the total revenues from governmental activities excluding the extraordinary gain. Of this, 53.5% of total tax revenues are property taxes. Comparing to the prior year, property taxes decreased $13.3 million, primarily due to the dissolution of the former Corona Redevelopment agency. Property taxes distributed to the Successor Agency was reported in the Successor Agency Trust Fund effective of February 1, 2012, it was no longer part of the City’s tax revenue. 10 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 x Sales and use taxes are the second largest revenue source in governmental activities. For the fiscal year ended June 30, 2012, total sales and use taxes increased by $2.7 million, or 9.4% from the previous year to $31.2 million. This is the second consecutive positive year since the pre-recession in Fiscal Year 2005-06. x Interest on long-term debt decreased by $11.0 million from the previous year as the result of transferring all former Redevelopment Agency obligations to the Successor Agency Trust fund as of February 1, 2012. x Administrative Services expenses decreased by $2.5 million from the previous year. This category accounted for the former Corona Redevelopment Agency’s administrative activities. Amount presented in the current year was for 7 month from July 1, 2011 to January 31, 2012. Amount presented in the prior year was for a 12-month fiscal period. x Public Safety expenses decreased $2.3 million from the previous fiscal year, a positive result of continued labor negotiations and budgetary cuts implemented during the current year. The chart below illustrates the total revenue from the governmental activities, excluding extraordinary gains for the fiscal year ended June 30, 2012 and 2011 respectively. Revenue Sources - Two-Year Comparison Governmental Activities Amount (in millions) 100.0 90.0 80.0 70.0 60.0 50.0 40.0 30.0 20.0 10.0 - Taxes Charges fo r Services Capital Grants & Co ntributio ns 2012 Operating Grants & Co ntributio ns 2011 11 Investment Earnings Other CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 The chart below illustrates the total expenses of the governmental activities for the fiscal year ended June 30, 2012 and 2011 respectively. Expenses - Two-Year Comparison Governmental Activities Amount (in millions) 70.0 60.0 50.0 40.0 30.0 20.0 10.0 - General Go vernment P ublic Safety P ublic Wo rks A dministrative Services 2012 P arks and Co mmunity Services Library Interest o n Lo ng-Term Debt 2011 Business-Type Activities The City’s net position from business-type activities increased $21.2 million. The net increase due to operations was $11.5 million, with a restatement of $9.7 million to the beginning net position, overall net position were $179.2 at June 30, 2012. Net position invested in capital assets, net of related debt was $274.8 million, this is an increase of $208.7 million from the previous year, primarily due to the exclusion of $172.6 million internal balances in regards to the capital lease from the calculation of net position invested in capital assets. Total expenses of all business-type activities for the fiscal year ended June 30, 2012 were $103.1 million. As shown in the statement of activities, the amount paid by users of the systems was $97.2 million, operating grants and contributions were $1.5 million and capital grants and contributions were $11.7 million, with total program revenue of $110.4 million. Investment earnings were $4.0 million, a slight increase of $0.8 million from the previous year. Total resources available during the year to finance business type activities were $282.3 million, consisting of net assets at July 1, 2011 of $158.0 million, a restatement of $9.7 million, program revenues of $110.4 million, and general revenues of $4.2 million. With the total expenses of $103.1 million, net position of business type activities increased by $21.2 million from the previous year to $179.2 million at June 30, 2012. The chart on next page presents revenues and expenses in business-type activities for the past five years. 12 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 Revenues and Expenses - Five-Year Trend Business-Type Activities Amount (in millions) 140.0 120.0 100.0 80.0 60.0 40.0 20.0 2008 2009 2010 2011 2012 Fiscal Year Revenues Expenditures Below is an analysis on major revenue sources and expenses for the business-type activities: x Capital grants and contributions increased by $8.5 million, nearly tripled the amount collected in the prior year. The increase was contributable to the developer fees collected for a large multi-unit apartment complex project. x Expenses for Water and Water Reclamation utilities increased by $9.0 million and $4.3 million respectively due to the combination of water purchase rate increases, the increase in demand as well as a planned increase in equipment and facilities maintenance. x Expenses for Electric utility decreased by $3.1 million as the result of the sale of the Cogeneration Plant to the City of Riverside in the prior fiscal year. x Transit and airport enterprises maintained at the same level when compared to the previous year. FUND FINANCIAL ANALYSIS General Fund The General Fund is the primary operating fund of the City. Fund balance for the General Fund decreased by $6.9 million for the fiscal year ended June 30, 2012, with an ending balance of $76.6 million. The net decrease was due to the following: x A restatement of $5.0 million to the beginning balance of the fund balance primarily due to reclassifying the Equipment Capital Outlay fund from the General Fund to internal service fund. x Recognition of $2.1 million of extraordinary loss due to the write off of a loan made from the General Fund to the former Corona Redevelopment Agency during the current fiscal year. 13 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 Total fund balance of the General Fund consists of the following: x Nonspendable fund balance of $15.1 million. This amount represents $13.8 million in interfund advances receivables, $0.9 million in due from other governments and long-term receivables and $0.4 million in inventory and prepaid items. x Committed fund balance of $18.3 million, which includes the City Council’s commitment to Emergency Contingency of $14.3 million, ECB Savings of $2.2 million, and Designated Revenues of $1.8 million. x Assigned fund balance of $43.2 million, which includes the amounts to be used for specific purposes of the City. Below is a three-year trend analysis on the fund balance of the General Fund. For additional details on this, please refer to Note 16 in the accompanying financial statements. City of Corona's General Fund Fund Balance Three-Year Trend Information (in millions) Fund Balances: Nonspendable Committed Assigned Total Fund Balance Fund Balance - Beginning Operating Surplus/(Deficit) Transfers Other Financing Sources Extraordinary Item Restatement Fund Balance - Ending FY 2011-12 FY 2010-11 FY 2009-10 $ 15.1 18.3 43.2 76.6 $ 15.1 18.1 50.3 83.5 $ 83.5 0.2 $ 77.6 (0.7) 6.6 $ $ 83.5 $ $ $ (2.1) (5.0) 76.6 $ $ $ 19.7 17.6 40.3 77.6 74.9 (8.1) 3.5 2.4 4.9 77.6 Overall General Fund revenue increased $4.1 million comparing to the prior fiscal year, largely due to a $3.0 million increase in sales and other taxes. Rental and lease income in the “Other Revenues” category increased by $1.2 million attributable to the increased lease payment received from the Corona Utility Authority capital lease. Expenditures were $3.2 million higher than the previous year. Major contributors are public safety (increased by $1.3 million), capital outlay (increased by $1.0 million) and parks and community service (increased by $0.6 million). 14 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 The graph below illustrates General Fund revenues by source. General Fund Revenues Year Ended June 30, 2012 Other 15.1% Payment in Lieu of Services 7.7% Property Taxes 28.3% Current Services 11.9% Sales and Use Tax 19.6% Intergovernmental 0.7% Investment Earnings 2.1% Other Taxes 13.2% License, Fees and Permits 1.4% The graph below illustrates General Fund expenditures by category. General Fund Expenditures Year Ended June 30, 2012 Library 2.1% Capital Outlay 1.0% Debt Service 4.0% General Government 19.9% Parks & Community Services 6.2% Public Works 13.4% Public Safety 53.4% 15 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 The graph below presents a comparison of each General Fund revenue source for the fiscal years ended June 30, 2012 and 2011. General Fund Revenues - Two-Year Comparison 30.0 25.0 20.0 15.0 10.0 2012 Other Payment in Lieu of Services Current Services Intergovernmental Investment Earnings License, Fees and Permits Other Taxes - Sales and Use Tax 5.0 Property Taxes Amount (in millions) 35.0 2011 The graph below illustrates a comparison of each expenditure category for the fiscal years ended June 30, 2012 and 2011. 2012 16 2011 Debt Service Capital Outlay Library Parks & Community Services Public Works Public Safety 70.0 60.0 50.0 40.0 30.0 20.0 10.0 - General Government Amount (in millions) General Fund Expenditures - Two-Year Comparison CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 Other Major Governmental Funds The fund balance for the Development special revenue fund had an increase of $2.3 million from the previous year as development activities citywide started to pick up since the recent economic recession in 2008. The combined fund balances of Redevelopment special revenue, debt service and capital project fund decreased $17.7 million to zero as these funds were transferred to the Successor Agency Trust fund during the current reporting period. The Corona Housing Authority capital project fund was created in Fiscal Year 2010-11, and became the Housing Successor during the current year after the dissolution of the former Redevelopment Agency. The fund had very limited activities during this reporting period, fund balance increased by $0.5 million from the previous year mostly attributable to investment earnings. CAPITAL ASSETS The capital assets of the City are those assets which are used in the performance of the City’s functions including infrastructure assets. At June 30, 2012, net capital assets totaled $608.0 million and $353.1 million for the governmental and the business-type activities respectively. Depreciation on capital assets is recognized in the government-wide financial statements. Please refer to the Note 6 of the accompanying financial statements for additional information. The City has elected to use the “modified approach” as defined by GASB Statement No. 34 for infrastructure reporting for its paving system (streets). Under GASB Statement No. 34, eligible infrastructure capital assets are not required to be depreciated under the following requirements: x The City manages the eligible infrastructure capital assets using an asset management system with characteristics of (1) an up-to-date inventory; (2) condition assessments and summary of the results using a measurement scale; and (3) estimation of the annual amount to maintain and preserve at the established condition assessment level. x The City documents that the eligible infrastructure capital assets are being preserved approximately at or above the established and disclosed condition assessment level. The City policy is to achieve an average rating of 70 for all streets. The average rating for the City’s streets at June 30, 2012 was 74, which is above the City’s policy level. The City’s streets are constantly deteriorating resulting from traffic usage and sun and water damages. The City is continuously taking actions to detain the deterioration through short-term maintenance activities such as pothole patching, street sweeping, and sidewalk repair. Actual expenditures for street maintenance for the fiscal year ended June 30, 2012 were $4.7 million. These expenditures delayed deterioration, however, it did not seem sufficient to maintain the street condition from the previous assessment, which had an average rate of 81. The City has determined that the amount of annual expenditures required to maintain and preserve its streets at the current level through the year 2021 is a minimum of $8.6 million per year. Please refer to the Required Supplementary Information section of the accompanying financial statement for additional information. 17 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 The table below presents summary information on the City’s capital assets. City of Corona's Capital Assets Net of Depreciation (in millions) Land Streets Buildings and improvements Machinery and equipment Infrastructure Construction in progress Intangible assets Governmental Activities 2012 2011 $ 62.7 $ 63.7 177.2 172.2 117.1 125.4 9.9 10.5 208.2 195.5 32.8 39.4 0.1 0.1 Business-type Activities 2012 2011 $ 3.0 $ 3.0 Total Capital Assets $ $ 608.0 $ 606.8 58.3 36.2 232.8 13.5 9.3 353.1 $ 61.0 40.3 216.6 7.4 9.2 Total 2012 2011 $ 65.7 $ 66.7 177.2 172.2 175.4 186.4 46.1 50.8 441.0 412.1 46.3 46.8 9.4 9.3 337.5 $ 961.1 $ 944.3 DEBT ADMINISTRATION Long-term debt reported in governmental activities decreased by $90.2 million in Fiscal Year 2011-12 largely due to the former Redevelopment Agency’s debt being transferred to the Successor Agency Trust fund in the amount of $81.6 million. Debt of the business-type activities decreased by $6.6 million in the current year as a result of normal scheduled debt service payments. Please refer to Note 8 in the accompanying financial statements for additional information. During the current reporting period, the City entered into a long-term lease in the amount of $25.3 million to refund its 2002 Lease Revenue Bonds. The lease is for 15 years with an annual interest rate of 3.4%. Net savings on debt service as the result of this refunding was $1.7 million. The City issued the Corona Utility Authority 2012 Water Revenue Bond in August 2012 to refund its 1998 Water Revenue Bond and part of the 2003 Certificate of Participation. The 2012 Bonds carries interest rates between 1.0% and 5.0 % and is payable in 20 years. Net savings resulting from this refund was $5.7 million. The schedule of outstanding long-term debt with comparative amounts for the previous fiscal year is presented below: City of Corona's Outstanding Debt (in millions) Loans and agreement payable Lease payable Tax allocation bonds Lease revenue bonds Water revenue bonds Certificates of participation Special assessment district bonds Total Outstanding Debt Governmental Activities 2012 2011 $ $ 3.3 25.3 82.1 35.2 65.0 $ 0.7 1.0 61.2 $ 151.4 18 Business-type Activities 2012 2011 $ 34.4 $ 37.2 26.4 87.5 27.4 90.3 $ 148.3 $ 154.9 Total 2012 2011 $ 34.4 $ 40.5 25.3 82.1 35.2 65.0 26.4 27.4 87.5 90.3 0.7 1.0 $ 209.5 $ 306.3 CITY OF CORONA Management’s Discussion and Analysis (continued) June 30, 2012 GENERAL FUND BUDGETARY HIGHLIGHTS The original General Fund budget for Fiscal Year 2011-12 was $121.3 million. Continuing appropriations of $2.2 million from prior fiscal year capital improvement projects and grants was approved to carryover into the current fiscal year. An additional $0.6 million in committed purchase orders from the prior year was added to the original budget to arrive at the adopted budget in the amount of $124.1 million. Comparing the adopted budget of $124.1 million to the final budget of $125.7 million, the General Fund had a net budgetary increase in the amount of $1.6 million for current fiscal year. These supplemental budgetary changes primarily included an increase of $2.0 million in ECB budget savings approved for various City departments, net against a $0.5 million budget savings due to the early retirement incentive program implemented by the City in December 2011. Original Budget Continued Appropriations Encumbrances Adopted Budget Supplemental Changes $ 121,317,974 2,223,239 584,360 124,125,573 1,629,697 Final Budget $ 125,755,270 The General Fund final budget amount of $125.7 million compared to the actual expenditures of $118.6 million for Fiscal Year 2011-12 represents a favorable variance of $7.1 million, due to a combination of departmental and capital outlay savings. The departmental savings were related to the actuarial changes in estimated Other Post-Employment Benefits as well as legal expenses. The $2.8 million savings in capital outlay budget will be carried forward to the next fiscal year. Please refer to the Required Supplementary Information section of the accompanying financial statement for additional information. Final Budget Actual Expenditures Favorable Budget Variance $ $ 125,755,270 118,629,306 7,125,964 CONTACTING THE CITY’S FINANCIAL MANAGEMENT This financial report is designed to provide our citizens, taxpayers, customers, and investors and creditors with a general overview of the City’s finances and to demonstrate the City’s accountability for the money it receives. If you have questions about this report, separate reports of the City’s component units or need any additional financial information, contact the City of Corona Finance Department at 400 South Vicentia, Corona, California, 92882, phone 951-279-3500 or e-mail finance@ci.corona.ca.us. 19 20 Government-Wide Financial Statements Governmental Activities – Activities include General Government, Fire, Police, Public Works, Redevelopment, Parks and Community Services and Library. Revenues to finance these activities include property and sales taxes, user fees, investment income, franchise fees and state and federal grants. Business-Type Activities – Activities relate to the City’s water system, water reclamation system, electric, transit and airport services. Fees charged to customers for the services provided cover all or most of the cost of the businesstype activities. 21 22 CITY OF CORONA Statement of Net Position June 30, 2012 Primary Government Governmental Activities Assets Current Assets Cash and Investments Accounts Receivable, Net Interest Receivable Due from Other Governmental Agencies Inventories and Prepayments Land Held for Resale Restricted Cash and Investments Total Current Assets $ 156,281,276 1,382,650 707,432 23,106,265 633,421 61,220,936 2,909,704 246,241,684 Business-Type Activities $ Total 84,123,866 11,978,028 347,284 2,124,334 2,989,501 $ 18,564,198 120,127,211 240,405,142 13,360,678 1,054,716 25,230,599 3,622,922 61,220,936 21,473,902 366,368,895 Noncurrent Assets Internal Balances Long-term Receivable Capital Assets: Land and Construction in Progress Other Capital Assets, Net of Depreciation Total Capital Assets Total Noncurrent Assets Total Assets Deferred Outflows of Resources Deferred Amounts from Debt Refunding 174,232,976 (174,232,976) 21,577,458 44,140,619 65,718,077 272,717,824 335,239,525 607,957,349 803,767,783 25,640,922 327,517,537 353,158,459 223,066,102 298,358,746 662,757,062 961,115,808 1,026,833,885 1,050,009,467 343,193,313 1,393,202,780 628,588 - - 628,588 Liabilities Current Liabilities Accounts Payable and Accrued Liabilities Claims and Judgments Payable Deposits Interest Payable Unearned Revenue Compensated Absences Payable - Due within One Year Long-term Debt - Due Within One Year Liabilities Payable from Restricted Assets Total Current Liabilities 10,204,853 3,618,000 7,383,791 508,915 3,492,170 6,886,708 3,654,332 145,042 35,893,811 12,333,284 Noncurrent Liabilities Long-term Debt - Due in More than One Year Claims and Judgments Payable Pension Related Debt Compensated Absences Payable Total Noncurrent Liabilities 57,504,102 17,265,000 5,325,439 1,008,534 81,103,075 141,489,294 91,393 141,580,687 198,993,396 17,265,000 5,325,439 1,099,927 222,683,762 116,996,886 163,993,891 280,990,777 1,767,715 478,272 2,245,987 - 1,767,715 478,272 2,245,987 547,427,503 274,761,353 822,188,856 95,362,651 3,418,104 10,969,563 95,362,651 14,387,667 Total Liabilities Deferred Inflows of Resources Deferred Amounts from Developer Fees Other Deferred Amounts Total Deferred Inflows of Resources Net Position Net Investment in Capital Assets Restricted for: Capital Projects Debt Service Specific Projects and Programs: Transportation and Public Works Special Assessment District Projects Development Projects Other Purposes Unrestricted Total Net Position 1,185 2,132,367 746,825 6,787,054 412,489 22,413,204 14,494,532 11,655,625 6,763,589 708,280 251,564,898 $ 931,395,182 The accompanying notes are an integral part of these financial statements. 23 22,538,137 3,618,000 7,384,976 508,915 5,624,537 7,633,533 10,441,386 557,531 58,307,015 637,926 15,132,458 11,655,625 6,763,589 708,280 144,395,478 (107,169,420) $ 179,199,422 $ 1,110,594,604 CITY OF CORONA Statement of Activities Year Ended June 30, 2012 Program Revenues Functions/Programs Primary Government Governmental Activities General Government Public Safety - Fire Public Safety - Police Public Works Administrative Services Parks and Community Services Library Interest and Fiscal Charges Total Governmental Activities Business-Type Activities Water Water Reclamation Electric Transit Services Airport Total Business-Type Activities Total Primary Government Charges for Services Expenses $ 20,551,027 21,506,851 39,791,147 27,925,122 12,860,222 13,161,044 2,640,592 3,648,700 $ 7,331,352 3,926,888 3,079,224 12,716,140 Operating Grants and Contributions Capital Grants and Contributions $ $ 7,327,626 264,464 849,937 1,652,729 5,421,478 1,273,633 2,819,765 332,505 142,084,705 34,645,694 12,350,047 8,977,103 55,972,844 55,837,945 30,224,698 14,569,429 2,148,857 307,538 50,243,765 29,472,121 16,531,675 633,355 265,838 3,514 7,686,989 4,001,501 1,528,277 42,010 57,934,268 33,473,622 16,531,675 2,203,642 265,838 103,088,467 97,146,754 1,531,791 11,730,500 110,409,045 $ 245,173,172 $ 131,792,448 20,707,603 $ 166,381,889 $ 13,881,838 $ 144,310 91,430 7,556,404 1,060,439 124,520 Total $ 7,331,352 4,921,135 4,823,383 25,694,022 2,334,072 10,271,911 596,969 General Revenues: Taxes: Property Taxes Sales and Use Tax Franchise Tax Business Tax Transient Occupancy Tax Property Transfer Tax Dwelling Development Tax Total Taxes Grants and Contributions not Restricted to Specific Programs Investment Earnings Lease and Rental Income Labor Abatement Other Income Extraordinary Item - Corona Redevelopment Agency Dissolution Transfers Total General Revenues, Extraordinary Item and Transfers Changes in Net Position Net Position - Beginning of Year, Restated Net Position - End of Year The accompanying notes are an integral part of these financial statements. 24 Net (Expense) Revenue and Changes in Net Position Governmental Activities $ Business-Type Activities (13,219,675) (16,585,716) (34,967,764) (2,231,100) (10,526,150) (2,889,133) (2,043,623) (3,648,700) $ (86,111,861) - (86,111,861) 45,754,306 31,190,815 4,435,972 1,886,320 1,306,458 466,547 451,200 85,491,618 $ (13,219,675) (16,585,716) (34,967,764) (2,231,100) (10,526,150) (2,889,133) (2,043,623) (3,648,700) (86,111,861) 2,096,323 3,248,924 1,962,246 54,785 (41,700) 2,096,323 3,248,924 1,962,246 54,785 (41,700) 7,320,578 7,320,578 7,320,578 (78,791,283) - 76,014 4,047,070 12,088,330 252,202 3,385,339 57,030,346 (163,000) 162,207,919 $ - Total 4,019,878 163,000 4,182,878 45,754,306 31,190,815 4,435,972 1,886,320 1,306,458 466,547 451,200 85,491,618 76,014 8,066,948 12,088,330 252,202 3,385,339 57,030,346 166,390,797 76,096,058 11,503,456 87,599,514 855,299,124 167,695,966 1,022,995,090 179,199,422 $ 1,110,594,604 931,395,182 $ The accompanying notes are an integral part of these financial statements. 25 26 Governmental Fund Financial Statements MAJOR FUNDS: General Fund – The General Fund is the general operating fund of the City. It is used to account for all financial resources not required to be accounted for in another fund, and for certain general programs and activities including equipment capital outlay and City facilities. Special Revenue Funds Development Fund – This fund is used to account for park dedication fees, dwelling development fees and other development fees received. The fees collected are used to offset the burden resulting from new developments. Redevelopment Fund – With the dissolution of the Corona Redevelopment Agency as of February 1, 2012, all Redevelopment funds reported zero balances in the governmental balance sheet as of June 30, 2012. All assets, liabilities and fund balances were transferred to the Successor Agency Trust fund during this reporting period. Debt Service Fund Redevelopment Debt Service Fund – With the dissolution of the Corona Redevelopment Agency as of February 1, 2012, all Redevelopment funds reported zero balances in the governmental balance sheet as of June 30, 2012. All assets, liabilities and fund balances were transferred to the Successor Agency Trust fund during this reporting period. Capital Project Funds Redevelopment Capital Project Fund – With the dissolution of the Corona Redevelopment Agency as of February 1, 2012, all Redevelopment funds reported zero balances in the governmental balance sheet as of June 30, 2012. All assets, liabilities and fund balances were transferred to the Successor Agency Trust fund during this reporting period. Corona Housing Authority Fund – This fund is used to account for transactions related to affordable housing activities as prescribed in the Housing Element of the City’s General Plan. NON-MAJOR GOVERNMENTAL FUNDS: Other Governmental Funds – These funds represent the non-major governmental funds, which include special revenue, debt service and capital project funds. 27 CITY OF CORONA Balance Sheet Governmental Funds June 30, 2012 General Fund Development Special Revenue 63,569,985 1,363,666 493,883 13,047,155 1,489,965 479,776 13,769,360 172,628,344 $ Redevelopment Special Revenue Assets Cash and Investments Accounts Receivable, Net Interest Receivable Due from Other Governments, Net Due from Other Funds Long-term Receivable Interfund Advances Receivable Long-term Capital Lease Receivable Loans Receivable Inventories and Prepayments Land Held for Resale Restricted Assets: Cash and Investments Total Assets $ 18,437,020 70,148 188,024 1,517,715 333,851 $ - 41,280 415,791 16,246 5,138 $ 267,274,171 $ 20,593,176 $ - $ 7,421,976 7,383,791 $ 100,726 - $ - Liabilities, Deferred Inflow of Resources, and Fund Balances Liabilities Accounts Payable and Accrued Liabilities Deposits Due to Other Funds Unearned Revenue Interfund Advances Payable Liabilities Payable from Restricted Assets 112,157 Total Liabilities Deferred Inflows of Resources Deferred Amount from Loans and Long-Term Receivable Deferred Amount from Capital Lease Deferred Amount from Assessment Receivable Unavailable Revenues - Due From Other Governments Unavailable Revenues - Taxes and Other 12,164,728 5,138 - 14,934,170 12,270,592 - 172,628,344 1,558,995 3,155,552 Total Deferred Inflows of Resources Fund Balances Nonspendable Restricted Committed Assigned Total Fund Balances Total Liabilities, Deferred Inflows of Resources and Fund Balances 16,246 $ 175,783,896 1,558,995 15,070,684 - 18,279,947 43,205,474 6,763,589 76,556,105 6,763,589 267,274,171 The accompanying notes are an integral part of these financial statements. 28 $ 20,593,176 - $ - Redevelopment Debt Service - $ Corona Housing Authority Redevelopment Capital Projects $ - $ Other Governmental Funds 8,544,915 33,681 5,308,281 $ 16,584,473 Total Governmental Funds 28,949,667 5,893 109,720 4,562,805 660,000 $ 2,294,214 61,220,936 - 2,888,320 119,501,587 1,369,559 707,432 23,106,265 1,489,965 2,657,491 14,103,211 172,628,344 18,919,967 415,791 61,220,936 2,909,704 $ - $ - $ 91,692,286 $ 39,470,619 $ 419,030,252 $ - $ - $ - $ $ 9,607,287 7,383,853 1,489,965 3,591,307 12,498,579 145,042 - 2,084,585 62 1,489,965 3,479,150 333,851 123,658 - - 7,511,271 34,716,033 - - 16,584,473 - - - 5,308,281 - 660,000 - 18,143,468 172,628,344 660,000 5,308,281 3,155,552 - 21,892,754 660,000 199,895,645 - 61,220,936 8,578,596 18,847,139 - - $ - $ - 69,799,532 $ 91,692,286 $ 12,452,209 76,291,620 27,425,735 18,279,947 62,421,272 31,299,348 184,418,574 39,470,619 $ The accompanying notes are an integral part of these financial statements. 29 419,030,252 CITY OF CORONA Reconciliation of the Governmental Funds Balance Sheet to the Government-Wide Statement of Net Position June 30, 2012 Total Fund Balances - Total Governmental Funds $ 184,418,574 Amounts reported for governmental activities in the statement of net position are different because: Capital assets used in governmental activities are not current financial resources and therefore are not reported in the governmental funds balance sheet. 607,957,349 Deferred outflows of resources from refunding of debt resulted in the difference between the reacquisition price and the net carrying amount of the old debt. The refunding transaction is recorded in the government-wide statements but not on the governmental fund balance sheet. 628,588 Difference between deferred inflows reported on government-wide statement of net position and governmental fund balance sheet. This amount represents long-term receivables, capital leases and assessment receivables that are not resources that are currently available for this reporting period, and therefore deferred in the governmental fund statement. 194,494,106 Grants and other sources not available to pay current period expenditures. Eligibility other than timing has not been met for theses receipts, therefore they are reported as unavailable revenues on the governmental fund statement. 3,254,751 Interest payable on long-term debt does not require current financial resources. Therefore, interest payable is not reported as a liability in the governmental funds balance sheet. (508,915) Internal service funds are used by management to charge the costs of certain activities, such as insurance and fleet management, to individual funds. The assets and liabilities of the internal service funds are included in governmental activities in the government-wide statement of net position. 15,477,062 Long-term liabilities are not due and payable in the current period and therefore are not reported in the governmental funds balance sheet includes: Compensated Absences Pension Related Debt Long-term Debt (7,842,460) (5,325,439) (61,158,434) Net Position of Governmental Activities The accompanying notes are an integral part of these financial statements. 30 $ 931,395,182 31 CITY OF CORONA Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds Year Ended June 30, 2012 General Fund Development Special Revenue Redevelopment Special Revenue Revenues Property Taxes Other Taxes Licenses, Fees and Permits Fines and Penalties Special Assessments Investment Earnings Intergovernmental Revenues Current Services Payments in Lieu of Services Other Revenues $ Total Revenues Expenditures Current: General Government Community Development Public Safety - Fire Public Safety - Police Public Works Parks and Community Services Administrative Services Library Capital Outlay Debt Service: Principal Retirement Interest and Fiscal Charges Total Expenditures Excess of Revenues Over (Under) Expenditures Other Financing Sources (Uses) Transfers In Transfers Out 2,466,401 888,212 14,133,523 9,093,325 16,197,531 3,695,931 363,050 257,787 451,200 2,554 118,781,764 4,770,522 2,560,199 23,605,276 22,838,646 40,487,713 15,912,608 7,346,263 141 206,286 170,070 76,714 2,536,685 1,220,738 9,610 534,448 699,014 - 2,149,378 2,531,999 850,000 149,968 385,000 155,798 118,629,306 1,997,237 1,239,812 152,458 2,773,285 1,320,387 33,569,570 38,964,006 1,695,006 1,774,190 $ 2,148,048 (2,110,661) Total Other Financing Sources (Uses) 37,387 $ 2,436,947 34,993 88,259 (477,832) - (477,832) - Extraordinary Items Corona Redevelopment Agency Dissolution (2,130,276) - (2,679,625) Net Change in Fund Balances (1,940,431) 2,295,453 (1,359,238) 78,496,536 Fund Balances - Beginning of year, Restated Fund Balances - End of Year $ 76,556,105 4,468,136 $ The accompanying notes are an integral part of these financial statements. 32 6,763,589 1,359,238 $ - Redevelopment Debt Service $ 9,747,789 - Other Governmental Funds - - 216,928 105,750 - 274,633 - - 262,407 270,342 892,958 9,964,717 368,157 544,975 26,112,333 163,102,667 - 2,341 2,595,263 - - 12,174 63,502 82,376 1,057,357 9,717,403 5,090,920 2,235,952 174,446 2,594,539 23,619,791 63,502 22,921,163 41,751,356 25,800,081 12,513,897 9,483,791 2,720,741 4,349,725 2,795,000 1,937,190 537,692 62,308 - 365,000 2,710,191 7,082,070 7,547,454 $ - Total Governmental Funds 45,754,306 38,964,006 5,817,125 1,841,074 9,296,683 4,047,070 15,731,101 14,392,726 9,544,525 17,714,051 $ 3,953,562 $ - $ 426,188 66,884 9,296,683 585,315 14,585,102 259,203 8,685,752 3,197,604 - 24,103,860 157,853,571 1,278,965 (2,829,447) 544,975 2,008,473 5,249,096 39 - 581,693 (39) - 1,803,978 (2,994,114) 4,533,758 (5,582,646) 39 581,654 - (1,190,136) (1,048,888) (6,562,571) (8,480,231) (5,283,567) (10,728,024) 5,283,567 $ Corona Housing Authority Redevelopment Capital Projects - (19,852,703) 544,975 10,728,024 $ - 818,337 69,254,557 $ 69,799,532 (15,652,495) 30,481,011 $ 31,299,348 200,071,069 $ The accompanying notes are an integral part of these financial statements. 33 184,418,574 CITY OF CORONA Reconciliation of the Governmental Funds Statement of Revenues, Expenditures, and Changes in Fund Balances to the Government-Wide Statement of Activities Year Ended June 30, 2012 Net Change in Fund Balances - Total Governmental Funds $ (15,652,495) Amounts reported for governmental activities in the statement of activities are different because: Governmental funds report capital outlay as expenditures. However, in the government-wide statement of activities, the cost of those assets is allocated over their estimated useful lives as depreciation expense. Additions and adjustments to capital assets amounted to $11,693,888, less deletions of $640,699, resulted in the net amount of capital assets of $11,053,189 in the current period. 11,053,189 Depreciation expense on capital assets is reported in the government-wide statement of activities, but does not require the use of current financial resources. Therefore, depreciation expense is not reported as expenditures in governmental funds. (11,442,552) Net change in deferred outflows due to debt refunding that are not reported in governmental funds. 628,588 Amount previously reported as unavailable that became available in the current fiscal year. 572,491 Long-term compensated absences are reported in the government-wide statement of activities, but do not require the use of current financial resources. Therefore, long-term compensated absences are not reported as expenditures in governmental funds. This amount represents the change from the prior year. 1,007,592 Proceeds from long-term liabilities provide current financial resources to governmental funds, but incurring debt increases long-term liabilities in the government-wide statement of net position. Repayment of debt principal is an expenditure in governmental funds, but the repayment reduces long-term liabilities in the government-wide statement of net position. Proceeds from debt issuance Bond defeasance Repayment of pension related debt Repayment of long-term obligations Capital assets transferred from governmental funds to Successor Agency Trust fund Debt transferred from governmental funds to Successor Agency Trust fund (25,265,511) 26,805,000 990,064 7,082,071 (4,725,470) 81,608,519 Interest expense on long-term debt is reported in the government-wide statement of activities, but do not require the use of current financial resources. Therefore, interest expense is not reported as expenditures in governmental funds. This amount represents the change in accrued interest from the prior year. 1,730,677 Internal service funds are used by management to charge the costs of certain activities, such as insurance and fleet operations, to individual funds. The net revenue of the internal service funds is reported with governmental activities. 1,703,895 Change in Net Position of Governmental Activities The accompanying notes are an integral part of these financial statements. 34 $ 76,096,058 Proprietary Fund Financial Statements MAJOR FUNDS: Water Fund – This fund is used to account for the operation of the City’s water utility, a self supporting activity which renders services on a user charge basis to residents and businesses located in the City. Water Reclamation Fund – This fund is used to account for the operation of the City’s water reclamation utility, a self supporting activity which renders services on a user charge basis to residents and businesses located in the City. Electric Fund – This fund is used to account for the operation of the City’s electric utility, a self supporting activity which renders services on a user charge basis to businesses located in the City. NON-MAJOR PROPRIETARY FUNDS: Other Funds – These funds represent the non-major proprietary funds, which include Public Financing Authority Fund and Public Improvement Corporation Fund. GOVERNMENTAL ACTIVITIES – INTERNAL SERVICE FUNDS: These funds are used to account for goods and services provided to other City departments or agencies on a cost reimbursement basis. 35 CITY OF CORONA Statement of Net Position Proprietary Funds June 30, 2012 Corona Utility Authority Water Water Reclamation Assets Current Assets Cash and Investments Accounts Receivable, Net Interest Receivable Due from Other Governmental Agencies Inventories and Prepayments Restricted Assets: Cash and Investments Total Current Assets $ 41,343,934 8,731,126 163,126 2,119,686 2,964,501 $ 31,016,644 1,966,246 123,277 2,710 - 40,247 55,362,620 257,919 33,366,796 Noncurrent Assets Interfund Advances Receivable Long-term Receivable Capital Assets: Land and Construction in Progress Other Capital Assets, Net of Depreciation Total Capital Assets Total Noncurrent Assets 473,875 15,366 14,552 15,502,743 202,398,673 217,901,416 218,390,657 8,957,712 110,158,842 119,116,554 119,131,106 Total Assets 273,753,277 152,497,902 7,186,905 1,852,037 340,479 2,797,995 40,247 12,217,663 2,872,541 269,944 1,669,059 257,919 5,069,463 250,000 106,819,662 54,082,902 12,869,768 26,235 65,808,682 10,511,392 Liabilities Current Liabilities Accounts Payable and Accrued Liabilities Claims and Judgments Payable Deposits Unearned Revenue Compensated Absences Payable Long-term Debt - Due Within One Year Liabilities Payable from Restricted Assets Total Current Liabilities Noncurrent Liabilities Interfund Advances Payable Compensated Absences Payable Long-term Capital Lease Payable Long-term Debt - Due in More than One Year Claims and Judgments Payable Total Noncurrent Liabilities 161,152,564 89,216,077 Total Liabilities 173,370,227 94,285,540 161,020,519 106,936,103 - - Net Position Net Investment in Capital Assets Restricted for: Debt Service Transportation Unrestricted Total Net Position (60,637,469) $ 100,383,050 (48,723,741) $ The accompanying notes are an integral part of these financial statements. 36 58,212,362 Non-major Funds Electric $ 11,043,961 1,260,736 48,927 25,000 $ Totals 719,327 19,920 11,954 1,938 - $ 84,123,866 11,978,028 347,284 2,124,334 2,989,501 $ 36,779,689 13,091 217,630 8,618,457 20,997,081 9,647,575 10,400,714 18,564,198 120,127,211 18,982,243 44,110,701 - 19,456,118 44,140,619 1,145,044 13,699,221 14,844,265 77,937,209 35,423 1,260,801 1,296,224 1,296,224 25,640,922 327,517,537 353,158,459 416,755,196 - 98,934,290 11,696,938 536,882,407 37,010,410 2,002,086 126,695 2,320,000 78,900 4,527,681 271,752 1,185 280,330 9,707 35,423 598,397 12,333,284 597,566 3,618,000 52,782 4,268,348 1,149,632 63,444 76,895,000 6,791,350 1,714 - 21,060,750 91,393 172,628,344 141,489,294 78,108,076 6,793,064 335,269,781 17,265,000 17,265,000 82,635,757 7,391,461 357,682,985 21,533,348 5,508,507 1,296,224 274,761,353 8,539,557 2,430,006 637,926 (58,679) 10,969,563 637,926 (107,169,420) 2,250,469 $ Governmental Activities Internal Service Funds 16,298,533 $ 4,305,477 37,010,410 1,185 2,132,367 746,825 6,787,054 412,489 22,413,204 $ 179,199,422 15,477,062 $ 15,477,062 The accompanying notes are an integral part of these financial statements. 37 CITY OF CORONA Statement of Revenues, Expenses and Changes in Fund Net Position Proprietary Funds Year Ended June 30, 2012 Corona Utility Authority Water Water Reclamation Operating Revenues Utility Service Charges Intergovernmental Revenues Fees and Permits Fines and Penalties Other Revenues $ 46,944,763 1,407,787 616,427 1,274,788 $ 28,055,728 405,721 540,066 470,606 Total Operating Revenues 50,243,765 29,472,121 Operating Expenses Personnel Services Contractual Materials and Supplies Utilities Depreciation and Amortization Claims Expense 6,940,524 3,028,575 25,374,563 4,930,505 6,378,292 - 4,803,750 1,642,243 11,838,218 2,779,347 4,332,178 - Total Operating Expenses 46,652,459 25,395,736 Operating Income (Loss) 3,591,306 4,076,385 755,528 (9,185,486) 3,514 565,823 (4,806,266) - Total Non-Operating Revenues (8,426,444) (4,240,443) Income (Loss) before Contributions and Transfers (4,835,138) (164,058) Non-Operating Revenues (Expenses) Investment Earnings Interest Expense Operating Grants and Contributions Capital Grants and Contributions Transfers In Transfers Out 7,686,989 (460,780) 4,001,501 - Changes in Net Position 2,391,071 3,837,443 97,991,979 54,374,919 Total Net Position - Beginning of Year, Restated Total Net Position - End of Year $ 100,383,050 The accompanying notes are an integral part of these financial statements. 38 $ 58,212,362 Non-major Funds Electric $ 15,385,184 720,954 130,593 294,944 $ Totals $ 90,385,675 998,500 1,862,998 1,287,086 2,612,495 $ - 12,020,249 16,531,675 899,193 97,146,754 12,020,249 1,560,539 371,503 1,177,916 7,415,013 847,081 - 487,967 1,316,761 143,063 246,892 261,712 - 13,792,780 6,359,082 38,533,760 15,371,757 11,819,263 - 1,373,568 596,255 2,060,424 1,076,454 6,095,541 11,372,052 2,456,395 85,876,642 11,202,242 5,159,623 (1,557,202) 11,270,112 818,007 2,642,755 (3,197,377) - 55,772 (22,696) 1,528,277 4,019,878 (17,211,825) 1,531,791 1,561,353 (11,660,156) - 4,151 (390,044) 818,007 42,010 460,780 - 11,730,500 663,780 (500,780) 1,500,000 (614,112) 4,768,001 506,941 11,503,456 1,703,895 11,530,532 3,798,536 167,695,966 13,773,167 (554,622) 4,605,001 203,000 (40,000) $ 277,546 49,490 572,157 Governmental Activities Internal Service Funds 16,298,533 $ 4,305,477 $ 179,199,422 The accompanying notes are an integral part of these financial statements. 39 - $ 15,477,062 CITY OF CORONA Statement of Cash Flows Proprietary Funds Year Ended June 30, 2012 Corona Utility Authority Water Water Reclamation Cash Flow from Operating Activities: Receipts from Customers/Other Funds Payment to Suppliers of Goods and Services Payment to Employees for Services Payment on Current Claims Decrease in Long-term Claims Other Receipts $ 49,453,420 (31,519,318) (6,967,939) Net Cash Provided by (Used for) Operating Activities $ 29,415,445 (15,384,592) (4,753,217) 10,966,163 9,277,636 3,514 - Cash Flows from Noncapital Financing Activities: Operating Grants and Contributions Compensated Absences Transfers Received Transfers Paid (460,780) - Net Cash Provided by (Used for) Noncapital Financing Activities (457,266) - Cash Flows from Capital and Related Financing Activities: Receipts from Long-Term Receivables Capital Grants and Contributions Acquisition and Construction of Capital Assets Retirement of Long-term Installments Payable Proceeds from Disposal of Capital Assets Proceeds (Payments) on Capital Debt and Interfund Loan Interest payments of Long-term debt Net Cash (Used in) Capital and Related Financing Activities 3,575,636 (4,096,598) (3,306,771) 64,054 (9,185,486) 3,096,354 (7,649,481) (1,998,222) 13,348 (4,806,266) (12,949,165) (11,344,267) Cash Flows from Investing Activities: Interest on Investments 819,677 615,497 Net Cash Provided by Investing Activities 819,677 615,497 Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalent Beginning of the Year, Restated Ending (including $18,564,198 in restricted accounts) (1,620,591) $ 43,004,772 41,384,181 (1,451,134) $ 32,725,697 31,274,563 Reconciliation of Operating Income to Net Cash Provided by (Used for) Operating Activities: Operating Income (Loss) $ Adjustments to Reconcile Operating Income (Loss) to Net Cash from Operating Activities: Depreciation and Amortization Gain/(Loss) on Disposal of Capital Assets Changes in Assets and Liabilities: Accounts Receivable Due from Other Governmental Agencies Inventories and Prepayments Accounts Payable and Accrued Liabilities Claims and Judgments Payable Advances Compensated Absences Payable 3,591,306 $ 6,378,292 (38,047) 4,076,385 4,332,178 - (790,345) (443,540) 2,295,912 (56,676) 875,216 (27,415) 50,533 Net Cash Provided by (Used for) Operating Activities $ 10,966,163 $ 9,277,636 Noncash Investing, Capital and Financing Activities: Capital Assets Contributed by Developers $ 4,030,322 $ 905,148 The accompanying notes are an integral part of these financial statements. 40 Non-major Funds Electric $ 15,640,772 (9,043,929) (1,562,409) $ 1,153,988 352,599 (1,536,357) (492,297) Totals $ 582,157 6,188,422 (1,093,898) - 94,862,236 (57,484,196) (13,775,862) 1,736,145 11,412,651 (3,167,757) (1,401,159) 730,754 (4,045,295) 410,088 25,338,323 3,939,282 203,000 (40,000) 1,454,110 1,714 460,780 - 1,457,624 1,714 663,780 (500,780) 163,000 1,916,604 1,622,338 1,428,297 (1,066,258) (2,240,000) 364,054 (3,197,377) Governmental Activities Internal Service Funds $ 2,280,825 (1,394,937) 885,888 (1,475) (22,696) 1,428,297 6,714,000 (12,889,770) (7,544,993) 77,402 362,579 (17,211,825) - (4,711,284) (59,594) (29,064,310) - 2,636,796 57,955 4,129,925 - 2,636,796 57,955 4,129,925 - 4,276,934 821,067 2,026,276 4,825,170 42,010 (77,433) - $ 15,385,484 19,662,418 $ 9,545,835 10,366,902 $ 100,661,788 102,688,064 $ 31,954,519 36,779,689 $ 5,159,623 $ (1,557,202) $ 11,270,112 $ 818,007 847,081 7,497 261,712 - 11,819,263 (30,550) 249,443 6,145 (79,497) 34,704 859 (562,874) 7,004 (443,540) 3,261,990 170,359 (1,870) $ 6,188,422 (4,330) $ (1,093,898) - (197,510) 282,458 254,972 2,781,000 (4,330) 21,248 $ 25,338,323 $ 4,935,470 355 $ 3,939,282 The accompanying notes are an integral part of these financial statements. 41 42 Fiduciary Fund Financial Statements FIDUCIARY FUNDS: Successor Agency Trust Fund – This fund is a private-purpose trust fund, used to account for activities of the Successor Agency of the former Corona Redevelopment Agency. The Corona Redevelopment Agency dissolved with the passage of Assembly Bill 1X 26. The City serves as a custodian for the assets of the dissolved agency. Pass-Through Agency Fund – This fund is an agency fund, and is custodial in nature and used to account for receipts of special assessments and taxes that will be used to pay principal and interest on the bonds that have no direct City obligation. 43 CITY OF CORONA Statement of Fiduciary Net Position Fiduciary Funds June 30, 2012 Successor Agency Trust Fund Pass Through Agency Fund Assets Cash and Investments Interest Receivable Due from Other Governmental Agencies Loans Receivable Restricted Assets: Cash and Investments Capital Assets, Net of Depreciation $ 22,908,385 1,887 500,000 $ 1,213,946 138,842 411,981 - 7,873,539 4,615,678 28,801,974 Total Assets 35,899,489 30,566,743 Liabilities Accounts Payable and Accrued Liabilities Deposits Due to Other Governmental Agencies Long-Term Debt Due within One Year Liabilities Payable from Restricted Assets Long-Term Debt Due in More Than One Year Due to Bondholders 1,673,248 294,529 7,844,314 4,430,019 5,254 76,444,221 - 32,336 - Total Liabilities 90,691,585 Net Position (Deficit) Held in Trust for Successor Agency Activities $ (54,792,096) The accompanying notes are an integral part of these financial statements. 44 30,534,407 $ 30,566,743 CITY OF CORONA Statement of Changes in Fiduciary Net Position Fiduciary Funds June 30, 2012 Successor Agency Trust Fund Additions Property Taxes Rental and Lease Payment Received Other Payment Received Extraordinary Items: Fund Balance Received from the Former Redevelopment Agency Capital Assets Received from the Former Redevelopment Agency Removing Unavailable Amounts From Long-Term Receivables $ 8,870,285 174,994 34,224 17,722,427 4,725,470 500,000 Total Additions 32,027,400 Deductions Administrative Expenses Debt Service Payments Extraordinary Items: Long-Term Debt Acquired from the Former Redevelopment Agency 81,608,519 Total Deductions 86,819,496 3,129,763 2,081,214 Change in Net Position (54,792,096) Net Position - Beginning of Year Net Position (Deficit) - End of Year The accompanying notes are an integral part of these financial statements. 45 $ (54,792,096) 46 CITY OF CORONA Index to Notes to the Basic Financial Statements Year Ended June 30, 2012 1. Summary of Significant Accounting Policies ..................................................................................49 2. Cash and Investments ...................................................................................................................58 3. Interfund Transactions ...................................................................................................................63 4. Long-Term Receivables .................................................................................................................69 5. Land Held for Resale ....................................................................................................................69 6. Capital Assets ................................................................................................................................70 7. Compensated Absences Payable ..................................................................................................73 8. Long-Term Obligations ..................................................................................................................74 9. Pledged Revenues ........................................................................................................................84 10. Credit Agreements .........................................................................................................................84 11. Non-City Obligations ......................................................................................................................84 12. Bond Requirements .......................................................................................................................86 13. Pension Related Debt ...................................................................................................................87 14. Pension Plan .................................................................................................................................87 15. Other Post-Employment Benefits Other Than Pensions (OPEB) ..................................................90 16. Classification of Net Assets and Fund Balances ..........................................................................92 17. Risk Management ..........................................................................................................................94 18. Commitments and Contingencies ..................................................................................................96 19. Restatements .................................................................................................................................97 20. Extraordinary Items – Corona Redevelopment Agency Dissolution .............................................98 21. Successor Agency Trust for Former Corona Redevelopment Agency ..........................................99 22. Subsequent Event........................................................................................................................106 47 48 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 1. Summary of Significant Accounting Policies A. Description of the Reporting Entity The City of Corona was incorporated in 1896 under the general laws of the State of California. The City operates under a Council-Manager form of government and provides the following services: Public Safety (Police and Fire), Streets and Highways, Water, Water Reclamation, Electric, Public Library, Parks, Public Improvements, Planning and Zoning, Public Transportation (Transit Services), Housing, and Economic Development. The accompanying comprehensive annual financial report includes the financial activities of the City of Corona, the primary government, and its component units, which are the former Corona Redevelopment Agency (Agency), the Corona Public Financing Authority (CPFA), the Corona Public Improvement Corporation (CPIC), the Corona Utility Authority (Authority), and the Corona Housing Authority (CHA). Financial information for the City and these component units is accounted for in the accompanying financial statements in accordance with principles defining the governmental reporting entity adopted by the Governmental Accounting Standards Board. The City Council members, in separate session, serve as the governing board of the Agency, CPFA, the CPIC, the Authority, and the CHA, as such, these entities are presented on a blended basis. Separate financial statements are produced for the Authority component unit of the City and may be obtained from the City's Finance Administration office. Blended Component Units The Redevelopment Agency of the City of Corona was established August 5, 1964, pursuant to the State of California Health and Safety Code, Section 33000, entitled "Community Redevelopment Law" and on November 11, 1975, the City Council became the governing board. The Agency was formed for the purpose of preparing and carrying out plans for improvement, rehabilitation and redevelopment of blighted areas within the territorial limits of the City. City staff provides management assistance to the Agency. The funds of the Agency have been included in the governmental activities in the financial statements. The Agency was dissolved as of January 31, 2012 through the Supreme Court decision on Assembly Bill 1X26. See Notes 20 and 21 for additional information on the dissolution. The Corona Public Financing Authority is a joint powers authority organized under Section 6500 et seq. of the California Government Code on June 21, 1989, between the City and the Agency for the purpose of acting as a vehicle for various financing activities of the City and the Agency. The CPFA’s Board of Directors is the Corona City Council. The funds of the CPFA have been included in the governmental activities in the financial statements. Funds related to debt issued for proprietary activities are included in the business-type activities. The Corona Public Improvement Corporation was organized pursuant to the Nonprofit Public Benefit Corporation Law of the State of California (Title 1, Division 2, Part 2 of the California Corporations Code) on April 7, 1986 for the purpose of providing financial assistance to the City by acquiring, constructing, improving, developing and installing certain real and personal property together with appurtenances and appurtenant work for the use, benefit and enjoyment of the public. The CPIC’s Board of Trustees is the Corona City Council. The funds of the CPIC have been included in the governmental activities in the financial statements. Funds related to debt issued for proprietary activities are included in the business-type activities. 49 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The Corona Utility Authority is a joint powers authority which was established on February 6, 2002 pursuant to a Joint Exercise of Powers Agreement between the City and the Agency in accordance with the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, Title 1 of the California Government Code) for the purpose of assisting the City in the leasing of the water and water reclamation utility systems. The Authority's Officers are the Corona City Council and the City’s executive management. The funds of the Authority have been included in the businesstype activities in the financial statements. The Corona Housing Authority was established on February 16, 2011, pursuant to the California Housing Authority Law codified under State of California Health and Safety Code, Section 34200 et seq. The City Council became the commissioners of governing board of the CHA. The CHA was formed for purposes of providing sanitary and safe housing for people of very low, low or moderate income within the City’s territorial jurisdiction. This is achieved by building, acquiring, managing and maintaining residential rental units and providing financial assistance for rentals or ownership in the private real estate market. City staff provides management assistance to the CHA. The funds of the CHA have been included in the governmental activities in the financial statements. B. Basis of Accounting/Measurement Focus The accounts of the City are organized on the basis of funds, each of which is considered a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, deferred outflow of resources, liabilities, deferred inflow of resources, fund equity, revenues, and expenditures or expenses, as appropriate. Governmental resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. Government-Wide Financial Statements The City’s government-wide financial statements include a statement of net position and a statement of activities. These statements present summaries of governmental and business-type activities for the City accompanied by a total column. Fiduciary activities of the City are not included in these statements. The government-wide financial statements are presented on an economic resources measurement focus and the accrual basis of accounting. Accordingly, all of the City’s assets including capital assets, as well as infrastructure assets, liabilities including long-term obligations, and deferred outflow and inflow of resources are included in the accompanying statement of net position. The statement of activities presents changes in net position. Revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred under the accrual basis of accounting. The types of transactions reported as program revenues for the City are reported in three categories: 1) charges for services, 2) operating grants and contributions, and 3) capital grants and contributions. Certain eliminations have been made as prescribed by GASB Statement No. 34 in regards to interfund activities, payables and receivables. All internal balances in the statement of net position have been eliminated except those representing balances between the governmental activities and the business-type activities, which are presented as internal balances and eliminated in the total primary government column. In the statement of activities, internal service 50 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 fund transactions have been eliminated except for those between the governmental and business-type activities. Governmental Fund Financial Statements Governmental fund financial statements include a balance sheet and a statement of revenues, expenditures and changes in fund balances for all major governmental funds and non-major funds in aggregate. An accompanying schedule is presented to reconcile and explain the differences in fund balances as presented in these statements to the net position presented in the governmentwide financial statements. The City reports the following major governmental funds: The General Fund is the City’s primary operating fund. It accounts for all financial resources of the general government, except those required to be accounted for in another fund. The Development special revenue fund is used to account for park dedication fees, dwelling development taxes and other development impact fees received. The money is used to offset the burden resulting from new developments. The Redevelopment special revenue fund was used to account for the Redevelopment Agency’s low-mod housing activities. The accompanying financial statements accounted for financial transactions of the Redevelopment special revenue fund for the period from July 1, 2011 to January 31, 2012, the date the Redevelopment Agency was dissolved. The former Redevelopment Agency’s assets, liabilities and fund balances were transferred to the Successor Agency Trust Fund as required by the legislature. The Redevelopment debt service fund accounted for tax increment and other miscellaneous revenues as well as payments of principal and interest on former Redevelopment Agency’s debts. The accompanying financial statements accounted for financial transactions of the Redevelopment debt service fund for the period from July 1, 2011 to January 31, 2012, the date the Redevelopment Agency was dissolved. The former Redevelopment Agency’s assets, liabilities and fund balances were transferred to the Successor Agency Trust Fund as required by the legislature. The Redevelopment capital projects fund accounted for transactions related to proceeds from bonds and other resources and their use to perform redevelopment related activities within specific redevelopment project areas. The accompanying financial statements accounted for financial transactions of the Redevelopment capital projects fund for the period from July 1, 2011 to January 31, 2012, the date the Redevelopment Agency was dissolved. The former Redevelopment Agency’s assets, liabilities and fund balances were transferred to the Successor Agency Trust Fund as required by the legislature. The Corona Housing Authority capital projects fund accounts for transactions related to affordable housing activities as prescribed in the Housing Element of the City’s General Plan. All governmental funds are accounted for on a spending or current financial resources measurement focus and the modified accrual basis of accounting. Accordingly, only current assets and current liabilities are included on the balance sheets. The statement of revenues, expenditures and changes in fund balances presents increases (revenues and other financing 51 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 sources) and decreases (expenditures and other financing uses) in net current assets. Under the modified accrual basis of accounting, revenues are recognized in the accounting period in which they become both measurable and available to finance expenditures of the current period. Accordingly, revenues are recorded when received in cash, except that revenues subject to accrual (generally 60 days after year-end) are recognized when due, however; the City has adopted a 12-month recognition period for sales tax and grant revenues. Also, the City accrued highway users tax and AQMD funds received after the 60-day accrual period according to AB 7 and AB5 x8. The primary revenue sources, which have been treated as susceptible to accrual by the City, are property tax, intergovernmental revenues and other taxes. Expenditures are recorded in the accounting period in which the related fund liability is incurred. Proprietary Fund Financial Statements Proprietary fund financial statements include a statement of net position, a statement of revenues, expenses and changes in fund net position, and a statement of cash flows for each major proprietary fund and non-major funds in aggregate. A column representing internal service fund is also presented in these statements. However, internal service balances and activities have been combined with the governmental activities in the government-wide financial statements. The City reports the following major proprietary funds: The Corona Utility Authority funds account for the operation of the Water and Water Reclamation utility systems. The two utilities are owned by the Authority, a blended component unit of the City. The City operates both the Water and Water Reclamation systems pursuant to separate management agreements. The Electric Fund is used to account for the operation of the City’s electric utility distribution system, a self supporting activity which renders services on a user charge basis to businesses located in the City. Proprietary funds are accounted for using the economic resources measurement focus and the accrual basis of accounting. Accordingly, all assets and liabilities (whether current or non-current), and deferred outflow and inflow of resources are included on the statement of net position. The statement of revenues, expenses and changes in fund net position presents increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred. Operating revenues in the proprietary funds are those revenues that are generated from the primary operations of the fund. All other revenues are reported as non-operating revenues. Operating expenses are those expenses that are essential to the primary operations of the fund. All other expenses are reported as non-operating expenses. Fiduciary Fund Financial Statements Fiduciary fund financial statements include a statement of fiduciary net position, statement of changes in fiduciary net position, and a combining statement of changes in assets and liabilities. The City's fiduciary funds include two types, a private-purpose trust fund and an agency fund. The private-purpose trust fund accounts for the assets and liabilities of the former Redevelopment Agency and its allocated revenue to pay estimated installment payments of the enforceable obligations until the obligations of the former Redevelopment Agency are paid in full and assets 52 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 have been liquidated. The agency fund accounts for receipt of special taxes and assessments used to pay principal and interest on related bonds with no direct City liability, as well as receipt and disbursement of capital project bond proceeds related to bonds that the City has no direct liability. Both the private-purpose trust fund and the agency fund are accounted for on the accrual basis of accounting. Additionally, the City reports the internal service funds that account for the City’s fleet operations, risk management and warehouse services. These funds provide services to other City departments on a cost reimbursement basis. Reconciliation of the fund financial statements to the government-wide financial statements is provided to explain the differences created by the integrated approach of GASB Statement No. 34 and 62. C. Cash, Cash Equivalents and Investments Cash Management The City pools cash resources of its various funds, including the Successor Agency Trust Fund to facilitate cash management. Cash in excess of current requirements is invested and reported as investments. It is the City’s intent to hold investments until maturity. However, the City may, in response to market conditions, sell investments prior to maturity in order to improve the quality, liquidity or yield of the portfolio. Interest earnings are apportioned among funds based on ending accounting period cash and investment balances. Investments Valuation In accordance with GASB Statement No. 31, Accounting and Financial Reporting for Certain Investments and for External Investment Pools, highly liquid market investments with maturities of one year or less at time of purchase are stated at amortized cost. All other investments are stated at fair value. Market value is used as fair value for those securities for which market quotations are readily available. State Investment Pool The City participates in the Local Agency Investment Fund (LAIF), an investment pool managed by the State of California. LAIF has invested a portion of the pool funds in structured notes and asset-backed securities. LAIF’s investments are subject to credit risk with the full faith and credit of the State of California collateralizing these investments. In addition, these structured notes and asset-backed securities are subject to market risk as a result of changes in interest rates. For purposes of the statement of cash flows, the City considered all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. All cash and investments of the proprietary fund types are pooled with the City's pooled cash and investments. D. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP) requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 53 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 E. Receivables and Payables Activity between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as either “due to/from other funds” (i.e. the current portion of interfund loans) or “interfund advances receivable/payable” (i.e. the non-current portion of interfund loans). All other outstanding balances between funds are reported as “due to/from other funds.” Advances between funds, as reported in the fund financial statements, are presented as nonspendable in fund balances to indicate that they are not in a spendable form. Proprietary fund receivables are shown net of an allowance for uncollectible accounts. Allowances of uncollectibles were $ 371,813 for Water and Water Reclamation utility charges and $ 76,925 for Electric utility charges as of June 30, 2012. Utility customers are billed monthly. The estimated value of services provided, but unbilled at year end has been included in the accompanying financial statements. Property taxes are assessed, collected and allocated by Riverside County throughout the fiscal year according to the following property tax calendar. Lien Date Levy Date Due Dates Delinquent Dates January 1 July 1 to June 30 November 1, 1st installment, February 1, 2nd installment December 11, 1st installment, April 11, 2nd installment The City accrues as receivable all property taxes received during the first 90 days of the new fiscal year. Taxes are considered past due on the above delinquent dates, at which time the applicable property is subject to lien, and penalties and interest are assessed. The County of Riverside collects an administration fee from the City and the former Redevelopment Agency for its services. The City receives a percentage of the basic 1% ad valorem tax rate allowed on property within the City of Corona. Property tax rates for the City’s general obligation debt are set by the City Council based on assessed valuations and debt service requirements. The assessed valuation is at "full cash value." F. Inventories, Prepaid Items and Land Held for Resale Inventory is valued at cost using the first in, first out (FIFO) method. Inventory in the proprietary funds consists of expendable supplies held for future consumption or capitalization. The cost is recorded as an expense as inventory items are consumed. Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items. Land held for resale is valued at the lower of cost or estimated net realizable value and is recorded in the capital project fund. 54 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 G. Interfund Activity Interfund activity is reported as either loans, services provided, reimbursements or transfers. Loans are reported as interfund receivables and payables as appropriate and are subject to elimination upon consolidation. Any residual balances outstanding between the governmental activities and business-type activities are reported in the government-wide financial statements as “internal balances.” Services provided are treated as revenues and expenses. Administrative overhead charges included with centralized expenses charged by the General Fund are included in the direct expenses of enterprise activities. Reimbursements occur when one fund incurs a cost, charges the appropriate benefiting fund and reduces its related cost as a reimbursement. All other interfund transactions are treated as transfers. Transfers between governmental or between proprietary funds are eliminated as part of the reconciliation to the government-wide financial statements. Refer to Note 3 for additional information. H. Use of Restricted/Unrestricted Net Position When an expense is incurred for purposes for which both restricted and unrestricted net position are available, the City’s policy is to apply restricted net position first. I. Capital Assets The City’s assets are capitalized at historical cost or estimated historical cost. City policy has set the capitalization threshold for reporting capital assets at $25,000 for non-infrastructure items and $100,000 for infrastructure. The City has chosen the “modified approach” for reporting the streets subsystem of infrastructure capital assets. Gifts or contributions of capital assets are recorded at fair market value when received. Depreciation is recorded on a straight-line basis over the useful lives of the assets as follows: Buildings --------------------20-50 years Computer Software-------------5 years Equipment ------------------- 3-20 years Improvements------------------ 20 years Infrastructure ---------------25-65 years The City implemented GASB Statement No. 51, Accounting and Financial Reporting for Intangible Assets as of June 30, 2010. The City has elected not to retroactively report its internally generated intangible assets. The City defines infrastructure as the basic physical assets that allow the City to function. The assets include the street system, water purification and distribution system, sewer collection and treatment system; park and recreation lands and improvement system, storm water conveyance system, and buildings combined with the site amenities such as parking and landscaped areas used by the City in the conduct of its business. Each major infrastructure system can be divided into subsystems. For example, the street system can be subdivided into pavement, curb and gutters, sidewalks, medians, streetlights, traffic control devices (signs, signals and pavement markings), landscaping and land. These subsystems were not delineated in the Basic Financial Statements. The appropriate operating department maintains information regarding the subsystems. 55 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The City elected to use the “modified approach” as defined by GASB Statement No. 34 for infrastructure reporting of its streets, concrete and asphalt pavements. The City commissioned a physical assessment of the streets condition in October 2011 and a final report was completed in August 2012. The condition assessments are performed every two years. Each homogeneous segment of City owned street was assigned a physical condition based on 17 potential defects. A Pavement Condition Index (PCI) was assigned to each street segment. The index is expressed in a continuous scale from 0 to 100, where 0 is assigned to the least acceptable physical condition and 100 is assigned to segments of street that have the physical characteristics of a new street. The City's policy relative to maintaining the street assets is to achieve an average rating of 70 for all street segments. This acceptable rating allows minor cracking and raveling of the pavement along with minor roughness that could be noticeable to drivers traveling at the posted speeds. Please refer to the Required Supplementary Information section of this report for additional information on the modified approach. For all other infrastructure systems, the City elected to use the “basic approach” as defined by GASB Statement No. 34 for infrastructure reporting. The City commissioned an appraisal of City owned infrastructure and property as of June 30, 1999 and has completed an internal update for June 30, 2012. This appraisal determined the original cost, which is defined as the actual cost to acquire new property in accordance with market prices at the time of first construction/acquisition. Original costs were developed in one of three ways: 1) historical records; 2) standard unit costs appropriate for the construction/acquisition date; or 3) present cost indexed by a reciprocal factor of the price increase from the construction/acquisition date to the current date. The accumulated depreciation, defined as the total depreciation from the date of construction/acquisition to the current date on a straight line, unrecovered cost method was computed using industry accepted life expectancies for each infrastructure subsystem. The book value was then computed by deducting the accumulated depreciation from the original cost. J. Risk Management The City administers self-insurance programs for workers' compensation and liability losses. These self-funding activities are accounted for in internal service funds. Excess insurance is purchased to protect the City from losses above the self-insured retention. An independent firm performs biannual actuarial valuation study for the Workers' Compensation and the Liability Risk Insurance funds. The latest study was done in May 2012 for periods ending June 30, 2012 and 2013. At no time during the past five years have insurance claims exceeded insurance coverage. Refer to Note 17 for additional information. K. Compensated Absences Payable Under certain circumstances and according to the negotiated labor agreements, employees of the City are allowed to accumulate annual leave. This amount is accrued in the government-wide and proprietary fund statements. Please refer to Note 7 for additional information. L. Long-Term Obligations In the government-wide financial statements, and proprietary fund types in the fund financial statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental activities, business-type activities, or proprietary fund type statement of net position. 56 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as costs of issuance, during the current period. The face amount of debt issued is reported as other financing sources. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. M. Fund Equity The City implemented GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions as of June 30, 2010. Fund balance in governmental funds are reported in classifications that comprise a hierarchy based primarily on the extent to which the City is bound to honor constraints on the specific purposes for which amounts in those funds can be spent. The City considers restricted fund balance to have been spent first when an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available. Similarly, when an expenditure is incurred for purposes for which amounts in any of the unrestricted classifications of fund balance could be used, the City considers committed amounts to be reduced first, followed by assigned amounts and then unassigned amounts. The City established an administrative policy on reporting and classifying fund balance in the General Fund in June 2010 that complies with GASB Statement No. 54. Please refer to Note 16 for additional information. N. Effect of New Governmental Accounting Standards Board (GASB) Pronouncements The following new GASB statements are relevant to the City of Corona’s comprehensive annual financial statements: GASB Statement No. 61 – In December 2010, GASB issued Statement No. 61, The Financial Reporting Entity: Omnibus. This statement is to result in financial reporting entity’s financial statements being more relevant by improving guidance for including, presenting, and disclosing information about component units and equity interest transactions of a financial reporting entity. This statement is effective on June 30, 2013. The City evaluated the accompanying financial statements and determined that they are in compliance with GASB Statement No. 61. GASB Statement No. 62 – In June 2011, GASB issued Statement No. 62, Codification of Accounting and Financial Reporting Guidance Contained in Pre-November 30, 1989 GASB and AICPA Pronouncements. The objective of this statement is to incorporate into the GASB’s authoritative literature certain accounting and financial reporting guidance that is included in Financial Accounting Standards Board (FASB) and American Institute of Certified Public Accountants (AICPA) pronouncements issued on or before November 30, 1989 which does not conflict or contradict with GASB pronouncements. This statement is effective on June 30, 2013. The City evaluated the accompanying financial statements and determined that they are in compliance with GASB Statement No. 62. GASB Statement No. 63 – In June 2011, GASB issued Statement No. 62, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Positions. This statement provides financial reporting guidance for deferred outflows of resources and deferred inflow of resources and the resulting net position. This statement is effective on June 30, 2013. The City implemented this statement in the accompanying financial statements as of June 30, 2012. 57 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 GASB Statement No. 65 – In March 2012, GASB issued Statement No. 65, Items Previously Reported as Assets and Liabilities. This statement amends the financial statement element classification of certain items previously reported as assets and liabilities to be consistent with the definitions in Concepts Statement 4. The statement also provides other financial reporting guidance related to the impact of the financial statement elements deferred outflows of resources and deferred inflow of resources. This statement is effective on June 30, 2014. The City implemented this statement in the accompanying financial statements as of June 30, 2012. GASB Statement No. 66 – In March 2012, GASB issued Statement No. 66, Technical Correction – 2012, an Amendment of GASB Statements No. 10 and No. 62. The objective of this statement is to improve accounting and financial reporting for a governmental financial reporting entity by resolving conflicting guidance that resulted from the issuances of two pronouncements, Statements No. 54 and No. 62. This statement is effective on June 30, 2014. The City evaluated the accompanying financial statements and determined that they are in compliance with GASB Statement No. 66. GASB Statement No. 68 – In June 2012, GASB issued Statement No. 68, Accounting and Financial Reporting for Pensions, an Amendment of GASB Statement No. 27. The primary objective of this statement is to improve accounting and financial reporting by state and local governments for pensions. This statement is effective on June 30, 2015. The City has not determined the effect of this statement as of the issuance date of this year’s financial statements. 2. Cash and Investments The City of Corona maintains a cash and investment pool that is available for all City activities, covering governmental, business-type and fiduciary. Each activity balance in the pool is reflected on the government-wide statement of net position as well as the statement of fiduciary net position as cash and investments. The City apportions interest earnings to all activities based on their monthly cash balances reported in each fund. A. Cash Deposits The carrying amounts of the City’s cash deposits were $31,505 at June 30, 2012. Bank balances before reconciling items were $3,985,858 at that date. All City’s cash and investments as of June 30, 2012 were collateralized or insured with securities held by pledging financial institutions in the City’s name. The California Government Code requires California banks and savings and loan associations to secure the City’s cash deposits by pledging securities as collateral. This Code states that collateral pledged in this manner shall have the effect of perfecting a security interest in such collateral superior to those of a general creditor. Thus, collateral for cash deposits is considered to be held in the City’s name. A provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act provides temporary unlimited deposit insurance coverage for noninterest bearing transaction accounts at all FDIC-insured institutions. This provision was effective from December 31, 2010 and will remain effective until December 31, 2012. Noninterest-bearing transaction accounts is defined as an account (1) with respect to which interest is neither accrued nor paid; (2) on which the depositor or account holder is permitted to make withdrawals by negotiable or transferable instrument, payment orders of withdrawal, telephone or other electronic media transfers, or other similar items for the purpose of making payments or transfers to third parties or others; and (3) on 58 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 which the FDIC-insured depository institutions does not reserve the right to require advance notice of an intended withdrawal. As of June 30, 2012, the City maintains cash deposits that are covered by this temporary provision. California law also allows financial institutions to secure City deposits by pledging first trust deed mortgage notes having a value of 150% of a City's total deposits. The City may waive collateral requirements for cash deposits, which are fully insured up to $250,000 by the FDIC. The City follows the practice of pooling cash and investments of all funds, except for funds required to be held by fiscal agents under provisions of bond indentures. Interest income earned on pooled cash and investments is allocated on an accounting period basis to the various funds based on the period-end cash and investment balances. Interest income from cash and investments with fiscal agents is credited directly to the related funds. B. Investments Under the provisions of the City’s investment policy, and in accordance with California Government Code, the following investments were authorized: x x x x x x x x x Securities issued by the U.S. Treasury Notes or discount notes issued by agencies of the federal government, not to exceed 75% of the portfolio Banker’s acceptances, not to exceed 20% of the portfolio Negotiable certificates of deposit issued by institutions insured by the federal government, not to exceed 20% of the portfolio Repurchase agreements, not to exceed 10% of the portfolio California Local Agency Investment Fund (State Pool) Corporate medium-term notes, not to exceed 30% of the portfolio Commercial paper, not to exceed 25% of the portfolio, may not represent more than 10% of issuer’s outstanding paper Diversified management companies, as defined by Section 53601(l) of the Government Code, not to exceed 10% of the portfolio In accordance with GASB Statement No. 31, Accounting and Financial Reporting for Certain Investments and for External Investment Pools, investments were stated at fair value. Accordingly, fund balances reflected the portfolio’s change in value, which are unrealized unless sold. The following investment income in all funds and component units are presented using an aggregated method under GASB No. 31: Realized gain/(loss) on matured investments Unrealized loss in changes in fair value of investments Interest Income Total investment income 2012 $ (55,161) (11,195) 8,133,304 $ 8,066,948 2011 $ 1,988,722 (3,834,223) 8,404,185 $ 6,558,684 The calculation of realized gains and losses on investments is independent of the calculation of the change of the fair market value, and realized gains and losses are the accumulation of prior years. 59 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 C. Summary of Cash and Investments The following is a summary of pooled cash and investments at June 30, 2012: Government-Wide Statement of Net Position Governmental Business-Type Activities Activities Total Fiduciary Fund Statement of Net Position Cash and Investments $ 156,281,276 $ 84,123,866 $ 240,405,142 $ 24,122,331 $ 264,527,473 Restricted Cash and Investments $ $ 18,564,198 $ $ 36,675,513 58,149,415 2,909,704 21,473,902 Total Cash and Investments Total $ 322,676,888 As of June 30, 2012, the City had the following deposits and investments: Credit Rating City Treasury: Deposits Not Rated Investments: Medium Term Notes Medium Term Notes Medium Term Notes Medium Term Notes Medium Term Notes Medium Term Notes Medium Term Notes Medium Term Notes Medium Term Notes U.S. Government Agency Securities FFCB FHLB FHLMC FNMA U.S. Treasury Fair Value $ 31,505 Total $ 31,505 AAA AA+ AA AAA+ A A-1+ A-1 A- 1,882,395 18,104,709 6,483,172 2,684,576 9,448,591 20,058,268 12,065,920 6,247,992 2906865 79,882,488 AA+ AA+ AA+ AA+ Not Rated 18,796,295 22,076,686 18,123,166 26,277,235 33,921,559 119,194,941 Federated AAA Local Agency Investment Funds Not Rated Restricted Cash and Investments: Cash & Investments with Fiscal Agents PUC Public Purpose Electric Restricted Cash Transit Restricted Cash Retention & Escrow Accounts Not Rated Not Rated Not Rated Not Rated Not Rated Total cash and investments 157,766 65,260,773 55,711,625 172,503 1,100,000 637,926 527,361 58,149,415 $ 322,676,888 60 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 D. Risk Disclosures Interest Rate Risk. As a means of limiting its exposure to fair value losses arising from rising interest rates, the City’s investment policy limits the City’s investment portfolio to maturities not to exceed five years at time of purchase. The investment maturities of the City’s portfolio as of June 30, 2012 are presented on the next page. Credit Risk. State law limits investments in commercial paper and corporate bonds to the top two ratings issued by nationally recognized statistical rating organizations (NRSROs). It is the City’s policy to limit its investments in these investment types to the top rating issued by NRSROs, including raters Standard & Poor’s, Fitch Ratings, and Moody’s Investors Service. The City’s credit risk, expressed on a percentage basis as of June 30, 2012 is presented below: Investment US T-Notes LAIF Federated FFCB FHLB FHLMC FNMA Wells Fargo Bank JP Morgan Chase & Co General Electric Capital US Bancorp Wal-Mart Stores Pfizer Inc Tennesee Valley Authority IBM Corp Chevron Texaco Corp Northern Trust Company Bank of New York Mellon Blackrock Inc Pepsico Inc Berkshire Hathaway Praxair Ebay Walt Disney Company John Deere Capital Company American Honda Corp Paccar Financial HSBC USA Inc Bank of Nova Scotia Toronto Dominion Bank Toyota Motor Credit GE Capital Corp Coca Cola Company United Tech Corp Total Moody's Rating Not Rated Not Rated Aaa Aaa Aaa Aaa Aaa A1 A2 A1 Aa3 Aa2 Aaa Aaa Aa3 Aa1 A1 A1 A1 Aa3 Aa2 A2 A2 A2 A2 P-1 P-1 P-1 P-1 P-1 P-1 Aaa Aa3 A2 61 S&P Rating Not Rated Not Rated AAA AA+ AA+ AA+ AA+ A+ A AA+ A AA AAA AA+ AAAA A+ A A+ AAA+ A A A A A-1 A-1 A-1 A-1+ A-1+ A-1+ AA+ A+ A % of Investment 12.82% 24.68% 0.06% 7.11% 8.35% 6.85% 9.93% 1.11% 2.56% 1.43% 1.10% 1.39% 0.71% 2.74% 1.01% 1.06% 0.82% 1.06% 0.73% 1.10% 1.13% 0.73% 1.13% 0.75% 0.18% 0.38% 1.13% 0.85% 1.61% 1.45% 1.51% 1.54% 0.91% 0.08% 100.00% CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 As of June 30, 2012, the City’s portfolio had the following investment maturities: Investment Cash and Investments: FFCB FHLB FHLMC FNMA US T-Notes LAIF Federated Wells Fargo Bank JP Morgan Chase & Co General Electric Capital US Bancorp Wal- Mart Stores Pfizer Inc Tennesee Valley Authority IBM Corp Chevron Texaco Corp Northern Trust Company Bank of New York Mellon Blackrock Inc Pepsico Inc Berkshire Hathaway Praxair Ebay Walt Disney Company John Deere Capital Company American Honda Corp Paccar Financial HSBC USA Inc Bank of Nova Scotia Toronto Dominion Bank Toyota Motor Credit GE Capital Corp Coca Cola Company United Tech Corp Deposits Total Investment Maturities (In Years) Less than 1 1 to 3 3 to 5 Fair Value $ 18,796,295 22,076,686 18,123,166 26,277,235 33,921,559 65,260,773 157,766 2,920,366 6,760,835 3,790,995 2,909,517 3,671,576 1,882,395 7,250,488 2,684,576 2,811,596 2,172,234 2,798,861 1,941,123 2,906,865 2,978,315 1,939,529 2,987,832 1,985,158 477,395 999,903 2,999,720 2,248,369 4,245,744 3,825,000 3,995,176 4,084,911 2,414,868 199,141 31,505 $ 264,527,473 $ 2,881,305 $ 16,457,303 2,084,980 1,297,082 4,475,969 10,390,527 $ 2,338,992 17,110,401 16,826,084 21,801,266 23,531,032 31,505 $ 102,831,971 $ 76,900,754 $ 84,794,748 $ $ $ $ 65,260,773 157,766 2,920,366 2,925,845 3,790,995 2,909,517 3,834,990 3,671,576 1,882,395 4,545,022 794,809 2,811,596 2,172,234 2,798,861 1,941,123 2,906,865 2,978,315 1,939,529 2,705,466 1,889,767 2,987,832 1,985,158 477,395 999,903 2,999,720 2,248,369 4,245,744 3,825,000 3,995,176 4,084,911 2,414,868 199,141 Restricted Cash and Investments: Cash and Cash in Escrow Local Agency Investment Funds Aim Government & Agency Aim S-T Investement Treasury Dreyfus Treasury Cash Mgmt Federated Treasury Obligation Natixis Funding Corp Bayerische Landesbank Total $ 2,431,536 10,233,684 3,612,657 22,442,697 3,096,423 9,682,333 4,300,695 2,349,390 58,149,415 62 2,431,536 10,233,684 3,612,657 22,442,697 3,096,423 9,682,333 $ 51,499,330 $ - - $ - 4,300,695 2,349,390 6,650,085 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The City portfolio value fluctuates in an inverse relationship to any change in interest rates. Accordingly, if interest rates have risen, the portfolio value would have declined. If interest rates have fallen, the portfolio value would have risen. E. Investments in Local Agency Investment Funds The City is a voluntary participant in the Local Agency Investment Fund (LAIF) that is regulated by California Government Code Section 16429 under the oversight to the Treasurer of the State of California. LAIF is overseen by the Local Agency Investment Advisory Board, which consists of five members, in accordance with State statute. The State Treasurer’s Office audits the fund annually. The City’s investments with LAIF at June 30, 2012 included a portion of the pool funds invested in Structured Notes and Asset-Backed Securities. These investments included the following: Structured notes are debt securities (other than asset-backed securities) whose cash flow characteristics (coupon rate, redemption amount, or stated maturity) depend upon one or more indices and/or that have embedded forwards or options. Asset-backed securities, the bulk of which are mortgaged-backed securities, entitle their purchasers to receive a share of the cash flows from a pool of assets such as principal and interest repayments from a pool of mortgages (such as Collateralized Mortgage Obligations) or credit card receivables. As of June 30, 2012, the City had $65,181,275 invested in LAIF. Fair value of the City’s LAIF investments was $65,260,773 as of June 30, 2012. This is arrived at by multiplying the City’s LAIF account balance by a fair value factor determined by LAIF. The fair value factor was determined by dividing all LAIF participants’ total aggregate fair value by total aggregate amortized cost, resulting in a factor of 1.001219643. 3. Interfund Transactions A. Current Interfund Receivables/Payables Current interfund balances arise in the normal course of business and are expected to be repaid shortly after the end of the fiscal year. The following is a summary of current interfund balances as of June 30, 2012: Receivable Fund Major Funds: General Fund Amount $ Payable Fund Non-Major Funds: Special Revenue Fund: Other Grants & Endowments 1,489,965 Amount $ Capital Projects Funds: Public Facility Project HUD Grants Other Grants Total $ 1,489,965 Total 63 40,868 214,137 21,562 1,213,398 $ 1,489,965 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 B. Long-Term Interfund Receivables/Payables At June 30, 2012, the funds below have made advances that were not expected to be repaid in one year or less. Receivable Fund Major Funds: General Fund Special Revenue Funds: Development Enterprise Funds: Water Electric Amount Payable Fund Major Funds: Special Revenue Fund: Development Debt Service Fund: Enterprise Funds: Water Water Reclamation Electric $ 13,769,360 333,851 473,875 18,982,243 Non-Major Funds: Special Revenue Fund: Special Tax Districts Enterprise Funds: Public Financing Authority Airport Total $ 33,559,329 Total Amount $ 12,164,728 250,000 12,869,768 1,149,632 333,851 6,586,350 205,000 $ 33,559,329 The Development special revenue fund advance of $333,851 is being repaid by special assessments collected in a landscape maintenance district over a 10-year period with annual payments of $56,035. The Development special revenue fund payable of $12,164,728 is repaying the General Fund dependent upon development related activities. The Water enterprise fund payable of $250,000 represents amount due to the General Fund in relation to a funding agreement on El Cerritos Park reclaimed water line construction project. The Water Reclamation enterprise fund payable of $12,869,768 represents the amount due to the Electric Fund in relation to the transfer of certain biosolids drying facility. The Electric enterprise fund payable of $1,149,632 represents a reimbursement to the General Fund for certain Corporation Yard Expansion project costs. The Public Financing Authority Payable represents the reserves from the Electric Fund and Water Fund related to the 2003 and 2005 Certificates of Participation. These reserves will be paid during the final years of the bond’s term. The Airport enterprise fund advance is being repaid to the General Fund over a 27-year period with annual payments of $15,000, expected to be repaid by 2025. 64 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 C. Internal Balances – Capital Lease Related Parties In 2002, the City established the Corona Utility Authority (Authority) as a joint powers authority pursuant to a Joint Exercise of Powers Agreement between the City and the former Redevelopment Agency of the City of Corona in accordance with the Joint Powers Law (Articles 1 through 4 of Chapter 5, Division 7, title 1 of the California Government Code) for the purpose of assisting the City in the leasing of the water and water reclamation utility systems. The Authority’s Officers are the Corona City Council and the City’s executive management. Capital Lease Obligations In February 2002, the Authority entered into capital leases with the City to lease the City’s Water and Water Reclamation facilities. The terms of the leases are 55 years. The leases will terminate on February 6, 2056, at which time the Authority could renew the capital leases of the Water and Water Reclamation facilities. The capital assets of the Water and Water Reclamation facilities were recorded at the City’s historical cost, net of accumulated depreciation. The related debt has been recorded accordingly resulting in a lease payable for an amount equal to the net capital assets recorded on the City’s financial statements. Per the Lease Agreements, maximum lease payments are calculated with a discount rate of 6.0%. The original lease payments since Fiscal Year 2001-02 through Fiscal Year 2007-08 were established as 5.0% to 8.0% of the corresponding utility sales revenues of that year, equivalent to discounting the lease principal amounts by a range from 1.2% to 3.0%. Starting Fiscal Year 2008-09 and continued to the next fiscal year, the lease payment is calculated with a 3.5% to 4.0% growth factor over the previous fiscal year, equivalent to discounting the lease principal amounts by 3.2% for Water Utilities and 2.8% for Water Reclamation Utilities. For the fiscal year ended June 30, 2012, the annual lease payment for Water Utility was calculated with a discount rate at 6.0% with a catch-up payment for the prior years in the amount of $311,015. The Water Reclamation Utility’s lease payment for Fiscal Year 2011-12 was discounted at 5.7% of the lease principal amount. The following Internal Balances – Capital Leases were outstanding at June 30, 2012: Leasee Capital Lease - Water Utility Balance $ 106,819,662 Capital Lease - Water Reclamation Utility Total Internal Balances - Capital Leases 65 65,808,682 $ 172,628,344 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Current Year Transactions During Fiscal Year 2011-12, the following related party transactions were recorded by the City and the Authority: Leasee Amount $ 6,991,192 Water Utility Water Reclamation Utility 3,761,879 Total Payment from the Authority to the City $ 10,753,071 Capital Lease Payments At June 30, 2012, the future minimum lease payments required under the capital leases and the net present value of the future lease payments for the Water utilities are presented below: Corona Utility Authority Future Lease Payments - Water Utility Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028-2032 2033-2037 2038-2042 2043-2047 2048-2052 2053-2056 Principal $ Total Future Lease Payments Discharge of Obligations Present Value of Total Lease Payment $ 66 - 106,819,662 106,819,662 $ $ Interest 5,840,840 5,346,473 5,346,473 3,590,150 3,397,942 14,426,639 10,875,760 8,128,158 6,002,115 4,357,024 3,084,084 1,779,440 464,538 72,639,636 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 At June 30, 2012, the future minimum lease payments required under the capital leases and the net present value of the future lease payments for the Water Reclamation utilities are presented below: Corona Utility Authority Future Lease Payments - Water Reclamation Utility Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028-2032 2033-2037 2038-2042 2043-2047 2048-2052 2053-2056 Principal $ Total Future Lease Payments Discharge of Obligations Present Value of Total Lease Payment $ - 65,808,682 65,808,682 $ $ Interest 3,142,354 2,876,048 2,876,048 2,041,048 2,041,048 9,573,915 7,344,035 5,529,977 4,126,293 3,040,149 2,199,711 1,614,844 1,159,387 47,564,857 All lease payments are considered as interest payments toward the lease obligation. The Authority’s obligations under the Lease Agreements shall be forgiven, discharged and excused upon the date the aggregate amount of payments made by the Authority to the City equals the amount of the principal amount of the lease obligation. D. Transfers Between Funds With Council approval, resources may be transferred from one City fund to another. The purpose of the majority of transfers is to reimburse a fund that has incurred expenditures on behalf of another fund. Significant one-time transfers were: x $477,832 from the various developer impact fee funds to the General Fund to reimburse project costs and administrative fees. x $1,056,104 from the Gas Tax special revenue funds to the General Fund for the reimbursement of street maintenance costs. x $614,112 from various internal service funds to the General Fund for the reimbursements of Mobile Digital Communicator (MDC) replacement costs and administrative fees. x $541,693 from the General Fund to the former Redevelopment capital projects funds to fund for certain developer agreement. 67 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 x $1,735,010 from the Transportation Uniform Mitigation Fees (TUMF) and Public Works Transportation Grant capital project funds and Gas Tax special revenue fund to the Traffic Congestion Relief and Measure A special revenue funds for reimbursement of various capital project costs. x $1,500,000 from the General Fund to the Worker’s Comp internal service fund to increase liability coverage. x $460,780 from Water Utility Fund to CPFA to fund for the additional reserve requirement of the 1998 Water Revenue Bonds. Total transfers of $6,697,538 are presented below: Transfer In General Fund Transfer Out General Fund Development Special Revenue $ - Redevelopment Debt Capital Service Projects $ $ 541,693 $ 68,968 Electric $ - - Total Transfers Out $ 1,500,000 $ 2,110,661 39 39 1,056,104 1,735,010 203,000 2,994,114 460,780 Electric Total Transfers In $ Internal Service 477,832 Water Internal Service Non-Major Enterprise 477,832 Redevelopment Capital Projects Non-major Governmental - Non-Major Governmental 460,780 40,000 40,000 614,112 $ 2,148,048 614,112 $ 39 $ 581,693 $ 1,803,978 68 $ 203,000 $ 460,780 $ 1,500,000 $ 6,697,538 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 4. Long-Term Receivables Long-term receivables on the governmental fund financial statement as of June 30, 2012 are presented by specific description so as not to be aggregated. The major receivable balances in the governmental funds which are not expected to be collected within one year are: Loans Receivable Major Funds: General Fund Development Special Revenue Corona Housing Authority Capital Project $ Non-Major Funds: Assessment Districts HUD Grants 41,280 16,584,473 Long-Term Receivable $ 479,776 1,517,715 660,000 2,294,214 Total $ 18,919,967 $ 2,657,491 The General Fund long-term receivable represents reimbursement fees to be paid by developers for the Temescal Canyon Communications Tower in the amount of $287,932 and reimbursement fees to be paid by developers for community facilities plan for the South Corona area in the amount of $191,844. The Development special revenue fund reports a loans receivable of $41,280 for the sale of real property to a developer; the fund also reports a long-term receivable for future developer impact fees for the Temescal Canyon Public Safety Facility. The Corona Housing Authority capital projects fund reports loan receivable for various agreements with developers with long-term repayment provisions. The Assessments Districts fund’s long-term receivable represents future assessments to be received for the payment of Assessment District debt which is considered to be a possible liability of the City in the case of default. This is not reported in the government-wide statements. The HUD Grants fund reports loans receivable for home improvement programs that have varying terms and repayment provisions. 5. Land Held For Resale Land held for resale consists of real property acquired by the City and held for resale to private developers. The amount recorded as land held for resale and the corresponding fund balance classified as nonspendable as of June 30, 2012 was $61,220,936. 69 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 6. Capital Assets In accordance with GASB Statement No. 34, the City has reported all capital assets including infrastructure in the government-wide statement of net position. The City elected to use the “modified approach” as defined by GASB Statement No. 34 for infrastructure reporting for its pavement system. As a result, no accumulated depreciation or depreciation expense has been recorded for this system. A more detailed discussion of the “modified approach” is presented in the Required Supplementary Information section of this report. All other capital assets including other infrastructure systems were reported using the basic approach whereby accumulated depreciation and depreciation expense have been recorded. The following table presents summary information on the City’s infrastructure assets as of June 30, 2012. Historical Cost Accumulated Depreciation Description Governmental Activities: Modified Approach Street Pavement System $ 177,154,784 Basic Approach Curbing Sidewalks Signs and Lights Storm Drains Fiberoptics Subtotal Basic Approach Total Governmental Activities 78,004,747 84,813,115 38,755,363 99,802,719 5,899,800 307,275,744 $ 484,430,528 $ $ 235,951 4,444,941 249,370 206,879,057 86,944,362 $ 298,753,681 Business-Type Activities: Basic Approach Fiberoptics Electric Signs and Lights Water Water Reclamation Total Business-Type Activities 70 $ - Net Cost $ 177,154,784 (30,355,057) (32,650,545) (10,692,047) (24,880,672) (521,056) (99,099,377) (99,099,377) 47,649,690 52,162,570 28,063,316 74,922,047 5,378,744 208,176,367 $ 385,331,151 $ (102,690) (487,675) (9,975) (47,468,018) (17,929,562) $ $ (65,997,920) $ 232,755,761 133,261 3,957,266 239,395 159,411,039 69,014,800 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Capital Assets of the City for the year ended June 30, 2012 consisted of the following: Restated Balance June 30, 2011 Governmental Activities: Capital assets not being depreciated: Land Streets Construction in Progress Total capital assets not being depreciated $ Capital assets being depreciated: Buildings and Improvements Machinery and Equipment Computer Software Infrastructure Total capital assets being depreciated Less accumulated depreciation for: Buildings and Improvements Machinery and Equipment Computer Software Infrastructure Total accumulated depreciation Total capital assets being depreciated, net Governmental activity capital assets, net Business-Type Activities: Capital assets not being depreciated: Land Water Reclamation Rights Construction in Progress Total capital assets not being depreciated Total Capital Assets $ 206,813,390 27,789,144 150,435 296,241,427 530,994,396 $ $ Capital assets being depreciated: Buildings and Improvements Machinery and Equipment Computer Software Infrastructure Emission Reduction Credits Total capital assets being depreciated Less accumulated depreciation for: Buildings and Improvements Machinery and Equipment Computer Software Infrastructure Emission Reduction Credits Total accumulated depreciation Total capital assets being depreciated, net Business-type activity capital assets, net 63,704,240 174,812,662 36,402,358 274,919,260 Increases (81,291,868) (17,241,380) (32,594) (94,271,814) (192,837,656) 338,156,740 613,076,000 2,984,996 9,180,000 7,399,259 19,564,255 92,406,277 75,112,243 38,204 286,913,553 454,470,277 (31,423,302) (34,547,596) 311,155 2,342,122 3,088,087 5,741,364 Balance June 30, 2012 Decreases $ (1,307,335) $ (6,635,465) (7,942,800) 320,155 1,233,517 (6,597,071) (882,520) 11,034,317 12,587,989 (7,479,591) 200,536,474 28,140,141 150,435 307,275,744 536,102,794 (4,780,428) (1,804,474) (30,087) (4,827,563) (11,442,552) 1,145,437 $ 6,886,801 3,416,939 (4,062,652) $ (12,005,452) $ $ $ $ - 2,601,056 815,883 - 10,050,285 10,050,285 (3,973,618) (3,973,618) 821,046 (785,635) (655,052) 11,879,300 230,000 12,930,346 62,708,060 177,154,784 32,854,980 272,717,824 (83,471,240) (18,229,971) (62,681) (99,099,377) (200,863,269) 335,239,525 607,957,349 2,984,996 9,180,000 13,475,926 25,640,922 91,620,642 75,278,237 38,204 298,753,681 230,000 465,920,764 (39,172) (1,479,859) $ (60,864,299) (126,835,197) 327,635,080 347,199,335 (1,998,470) (4,616,817) (7,640) (5,160,641) (35,695) (11,819,263) 1,111,083 $ 11,161,368 $ 251,233 (1,228,626) (5,202,244) $ (33,301,725) (39,060,247) (7,640) (65,997,920) (35,695) (138,403,227) 327,517,537 353,158,459 $ 960,275,335 $ 18,048,169 $ (17,207,696) $ 961,115,808 71 120,047 104,166 27,020 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Beginning balances of governmental activity capital assets, net of accumulated depreciation was restated by $6,222,564. This is primarily due to a restatement to the infrastructure assets that was contributed to the City by developer in the prior years that were not recorded by the City. The amount of unrecorded developer contribution of infrastructure totaled $6,483,144. Beginning balance of business-type activity capital assets, net of accumulated depreciation was restated by $9,709,056 as the result of recording infrastructure assets contributed to the City by developer in the past years. Refer to Note 19 for additional information on the restatement of beginning balances. Decreases in capital assets and accumulated depreciation presented in the current year include the assets transferred to the Successor Agency as of February 1, 2012 in the amount of $7,065,259 and $2,339,789 respectively. Amount Transferred to Successor Agency Capital assets not being depreciated: Land Total Capital Assets Not Being Depreciated $ Capital assets being depreciated: Buildings and Improvements Machinery and Equipment Total Capital Assets Being Depreciated 1,275,529 1,275,529 5,751,555 38,175 5,789,730 Less accumulated depreciation for: Buildings and Improvements Machinery and Equipment Total Accumulated Depreciation Total Net Depreciable Capital Assets Net Capital Assets Transferred to Successor Agency $ (2,310,691) (29,098) (2,339,789) 3,449,941 4,725,470 For the year ended June 30, 2012, accumulated depreciation on governmental activity capital assets and depreciation expense charged to each governmental function are presented as follows: Restated Balance June 30, 2011 General Government Public Safety - Fire Public Safety - Police Public Works Redevelopment Parks and Recreation Library Total Depreciation Expense $ Current Year Depreciation 21,954,884 6,401,049 5,279,203 97,859,615 2,196,696 58,880,750 265,459 $ 2,768,993 602,200 671,226 5,164,293 153,708 2,069,869 12,263 $ 192,837,656 $ 11,442,552 72 Adjustments to Depreciation Accumulated Depreciation June 30, 2012 24,723,877 7,003,249 5,950,429 103,023,908 2,350,404 60,950,619 277,722 $ (102,524) (15,102) (335,104) (287,104) (2,350,404) (326,701) $ $ 204,280,208 $ (3,416,939) $ 200,863,269 Accumulated Depreciation $ 24,621,353 6,988,147 5,615,325 102,736,804 60,623,918 277,722 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Construction in Progress and Capital Project Commitments The City has active construction projects as of June 30, 2012. These projects include street construction in areas of newly developed housing, pavement rehabilitation, and various water and water reclamation upgrades and replacements. At year end, the City’s construction in progress totaled $46,330,906. The following material construction commitments existed at June 30, 2012: Project Name Governmental Activities: Major Street Pavement Rehabilitation I-15 Freeway and Cajalco Intersection Construction Toal Governmental Projects Contract Amount $ Enterprise Activities: Recycled Water Line Remaining Commitments $ $ 449,539 2,292,542 $ 7,644,329 Total Construction Commitments 7. 1,538,395 3,813,392 5,351,787 Expenditures to date as of June 30, 2012 $ 449,539 1,088,856 3,813,392 4,902,248 139,050 2,153,492 588,589 $ 7,055,740 Compensated Absences Payable As described in Note 1, under certain circumstances and accordingly to the negotiated labor agreements, City employees are allowed to accumulate annual leave. The annual leave amount is accrued and accounted as compensated absences in the government-wide and proprietary fund statements. As shown in the table below, the long-term portion of this debt amounts to $1,008,534 for governmental activities and $91,393 for business-type activities at June 30, 2012. These amounts are expected to be paid in future years from future resources. In prior years, compensated absences have been liquidated primarily by the General Fund and the proprietary funds. The total amount outstanding at June 30, 2012 was $7,895,242 for governmental activities and $838,218 for business-type activities. Satisfied Balance June 30, 2012 Amounts Due Within One Year Amounts Due in More than One Year $ 5,906,531 $ 6,941,714 $ 7,895,242 $ 6,886,708 $ 1,008,534 $ $ $ $ $ Balance July 1, 2011 Incurred Governmental Activities $ 8,930,425 Business-Type Activities $ 819,586 792,993 774,361 73 838,218 746,825 91,393 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 8. Long-Term Obligations The following is a summary of long-term obligation transactions of the City for the year ended June 30, 2012: Balance June 30, 2011 Governmental Activities: Long-Term Agreements Payable* Lease Payable Redevelopment Bonds Payable* Lease Revenue Bonds Payable Special Assessment District Bonds Total Governmental Activities Business-Type Activities: Installment Agreement Payable Contracts Payable Term Loan Payable Water Revenue Bonds Certificates of Participation Total Business-Type Activities $ Incurred or Issued 3,301,211 22,468 82,025,000 65,015,000 1,025,000 $ $ 151,388,679 $ Satisfied or Matured 25,265,511 $ Balance June 30, 2012 Amounts Due Within One Year Amounts Due in More than One Year $ 25,283,434 35,215,000 660,000 $ 1,564,332 1,945,000 145,000 $ - 3,301,211 4,545 82,025,000 29,800,000 365,000 23,719,102 33,270,000 515,000 $ 25,265,511 $ 115,495,756 $ 61,158,434 $ 3,654,332 $ 57,504,102 1,764,066 690,390 34,723,974 27,435,000 90,320,000 $ - $ 278,820 2,548,262 1,005,000 2,825,000 $ 1,485,246 690,390 32,175,712 26,430,000 87,495,000 $ $ 1,298,777 690,390 29,560,127 25,380,000 84,560,000 $ 154,933,430 $ - $ 6,657,082 $ 148,276,348 186,469 2,615,585 1,050,000 2,935,000 $ 6,787,054 $ 141,489,294 * Satisfied or Matured amounts in the long-term agreements payable and Redevelopment bonds payable include debts transferred to the Successor Agency as of February 1, 2012 in the amounts of $2,763,519 and $78,845,000 respectively. Long-Term Agreements Payable Redevelopment Bonds Payable Total Balance July 1, 2011 $ 3,301,211 82,025,000 $ 85,326,211 Incurred or Issued $ $ - Satisfied or Matured $ 537,692 3,180,000 $ 3,717,692 Transferred To Successor Agency $ 2,763,519 78,845,000 $ 81,608,519 Balance February 1, 2012 $ $ - A. Lease Payable The following lease payables were outstanding as of June 30, 2012: Lease Payables Pitney Bowes Mailing System 2012 Refunding Lease Total Lease Payables Balance 17,923 25,265,511 $ 25,283,434 $ Mailing System Lease The City entered into an agreement with Pitney Bowes Global Financial Services, LLC to lease purchase a mailing system in the amount of $27,335 with a deferred interest in the amount of $3,817. The mailing system has been recorded in the machinery and equipment category of the City’s capital assets at its purchase price. The lease purchase is payable over a five-year period. 74 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 As of June 30, 2012, the future minimum lease payments required under the capital lease and the net present value of the future lease payments are as follows: Mailing System Lease Payables Fiscal Year Lease Payment 2013 $ 5,618 2014 5,618 2015 5,618 2016 4,214 Total Minimum Lease Payments 21,068 Less: Amount Representing Interest 3,145 Present Value of Future Minimum Lease Payments $ 17,923 2012 Refunding Lease On June 1, 2012, the City entered into the 2012 Refunding Lease agreement with Compass Mortgage Corporation, a private lender, in the amount of $25,265,511 to refund the CPFA Lease Revenue 2002 Series B bonds originally issued in the amount of $35,000,000 to pay the costs of the design, construction and acquisition of the City Hall facility. The 2002 Series B bonds were refunded in its entirety in September 2012. The 2012 Refunding Lease is payable over a fifteenyear period. As of June 30, 2012, the future minimum lease payments required under the capital lease and the net present value of the future lease payments are presented below: 2012 Refunding Lease Payables Fiscal Year Lease Payment 2013 $ 2,135,122 2014 2,135,122 2015 2,135,122 2016 2,135,122 2017 2,135,122 2018-2022 10,675,612 2023-2027 10,675,612 Total Minimum Lease Payments 32,026,834 Less: Amount Representing Interest 6,761,323 Present Value of Future Minimum Lease Payments $ 25,265,511 B. Lease Revenue Bonds These bonds are special obligations of the CPFA secured by revenues primarily consisting of lease payments to be made by the City pursuant to various lease agreements. These bonds are reported as a liability of the City. 75 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The following lease revenue bonds were outstanding at June 30, 2012: Issuance $ 9,810,000 Corona Public Financing Authority 2001 Lease Revenue Bonds, Series A $ $35,000,000 Corona Public Financing Authority 2002 Lease Revenue Bonds, Series B - $36,060,000 Corona Public Financing Authority 2006 Lease Revenue Bonds, Series C Total Lease Revenue Bonds Balance 2,780,000 32,435,000 $ 35,215,000 2001 Lease Revenue Bonds, Series A The CPFA 2001 Refunding Lease Revenue Bonds, Series A were issued on May 10, 2001 in the amount of $9,810,000 to refund the CPFA 1993 Public Improvement Refunding Bonds originally issued in the amount of $21,295,000 to finance the acquisition of land to be developed as City park sites. The outstanding bonds bear interest from 4.30% to 4.75% and are due in annual principal installments ranging from $815,000 to $970,000 through September 1, 2014. The bonds are payable pursuant to a lease agreement with the City. The annual debt service requirements for the 2001 Lease Revenue Bonds Series A are presented below: Fiscal Year 2013 2014 2015 Totals 2001 Refunding Lease Revenue Bonds Principal Interest Total $ 885,000 $ 109,000 $ 994,000 925,000 67,581 992,581 970,000 23,037 993,037 $ 2,780,000 $ 199,618 $ 2,979,618 2002 Lease Revenue Bonds, Series B The CPFA 2002 Lease Revenue Bonds, Series B were issued on September 1, 2002 in the amount of $35,000,000 to pay the costs of the design, construction and acquisition of the City Hall facility, with interest rates from 3.30% to 5.38%. Scheduled annual principal installments ranging from $1,095,000 to $1,930,000 through September 1, 2023 with term bonds in the amount of $8,675,000 due on September 1, 2027. In June 2012, the City advance refunded the CPFA 2002 Lease Revenue Bonds by placing the proceeds of new debt in an irrevocable trust to provide for the defeasance on the 2002 Bonds. Accordingly, the escrow trust account assets and the liability for the refunded bonds were not included in the City’s financial statements as of June 30, 2012. On September 1, 2012, $26,805,000 of the 2002 Bonds outstanding was fully defeased. The advance refunding resulted in a difference between the reacquisition price and the net carrying amount of the 2002 Bonds in the amount of $628,588 which was presented as deferred outflows of resources in the statement of net position. 76 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 2006 Lease Revenue Bonds, Series C The CPFA 2006 Lease Revenue Bonds Series C were issued on December 6, 2006 in the amount of $37,180,000 to pay the costs of the Corporate Yard Expansion project and to redeem the outstanding 2000 Lease Revenue Bonds, Series A of the CPFA. The outstanding 2000 Lease Revenue Bonds were defeased in September 2008. The 2006 Lease Revenue Bonds bear interest from 4.50% to 5.00% and are due in annual installments ranging from $980,000 to $1,770,000 through September 1, 2036. The bonds are payable from the revenues expected to be received by the CPFA from the City as lease payments for the acquired improvements. The annual debt service requirements for the 2006 Lease Revenue Bonds Series C are presented below: Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028-2032 2033-2037 Totals 2006 Lease Revenue Bonds Principal Interest $ 1,060,000 $ 1,335,331 $ 1,095,000 1,297,619 1,135,000 1,257,884 1,170,000 1,216,106 1,220,000 1,172,940 6,830,000 5,058,588 7,645,000 3,367,863 5,505,000 2,044,144 6,775,000 743,856 $ 32,435,000 $ 17,494,331 $ Total 2,395,331 2,392,619 2,392,884 2,386,106 2,392,940 11,888,588 11,012,863 7,549,144 7,518,856 49,929,331 C. Special Assessment District Bonds (Indirect City Liability) The payment of the special assessment district bonds is secured by valid assessment liens upon certain property in each district and is not a direct liability of the City. Reserves have been established from the bond proceeds to meet delinquencies should they occur and the City may, from time to time, when due and delinquent, advance available funds to pay the amount of any succeeding installment of the principal and the interest on the bonds. Therefore, the bonds are recorded as liabilities in the City’s financial statements pursuant to GASB Statement No. 6. Assessment District No. 89-1 Improvement Bonds The $3,630,086 Assessment District No. 89-1 Improvement Bonds were issued to finance construction and acquisition of improvements in the Railroad Street Industrial Area. The bonds were paid in full as of June 30, 2012. Assessment District No. 90-1 Improvement Bonds The $3,000,000 Assessment District No. 90-1 Improvement Bonds were issued to finance construction and acquisition of improvements within Tract 22909. The outstanding bonds bear interest of 8.00% and mature in remaining annual installments of $145,000 to $215,000 through September 2, 2015. The outstanding balance at June 30, 2012 was $660,000. 77 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Annual debt service requirements for the bonds are as follows: Fiscal Year 2013 2014 2015 2016 Totals Assessment District No. 90-1 Improvement Bonds Principal Interest Total $ 145,000 $ 47,000 $ 192,000 160,000 34,800 194,800 170,000 21,600 191,600 185,000 7,400 192,400 $ 660,000 $ 110,800 $ 770,800 D. Installment Agreement Payable Elsinore Valley Municipal Water District Agreement On December 1, 2008, the City and Elsinore Valley Municipal Water District entered into an agreement for a total of $2,500,000 for the purpose of acquiring certain assets. The loan is payable over a period of 10 years at the rate of 4.277% interest in equal annual installments of $250,000 through June 2019. The amount outstanding at June 30, 2012 was $1,485,246. The future annual debt service requirements per the agreement are presented below: Fiscal Year 2013 2014 2015 2016 2017 2018-2019 Totals Elsinore Valley Municipal Water District Agreement Principal Interest Total $ 186,469 $ 63,531 $ 250,000 194,445 55,555 250,000 202,762 47,238 250,000 211,435 38,565 250,000 220,479 29,521 250,000 469,656 30,344 500,000 $ 1,485,246 $ 264,754 $ 1,750,000 Joy Water Company Purchase Agreement On April 7, 2010, the City of Corona entered into an agreement with Joy Water Company to purchase wells, pipeline and related fixtures and equipment for a total of $500,000, which included a loan for $200,000. The City made two equal payments in the amount of $100,000 in fiscal years 2010-11 and 2011-12. As of June 30, 2012, this purchase agreement was paid in full. E. Contracts Payable Contracts Payable arise from the acquisition of certain water and water reclamation facilities and represent amounts due to Western Municipal Water District payable from future water and water reclamation connection fees associated with the acquired facilities. Future connections are provided as needed in the area and as such cannot be scheduled. When connection fees are received the amounts attributable to the cost of physical connection are recognized as revenue and any additional amounts are credited to the contributed capital account. The amount outstanding at June 30, 2012 was $690,390. 78 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 F. Term Loans Payable The following term loans were outstanding at June 30, 2012: Term Loans State Revolving Fund Loan Contract No. 6-807-5850-0 $ State Revolving Fund Loan Contract No. C-06-4802-110 Total Term Loans Payable Balance 9,436,944 22,738,768 $ 32,175,712 State Revolving Fund Loan Contract No. 6-807-5850-0 On September 17, 1996, and February 20, 1997, the City and the State Water Resources Control Board of the State of California entered into a State Revolving Fund Loan Contract No. 6-8075850-0 for a total of $22,244,222 for purposes of expansion of the Water Reclamation Facility No. 1. The loan is payable over a period of 20 years at the rate of 2.8% interest in equal installments of $1,503,293 through October 2018. The amount outstanding at June 30, 2012 was $9,436,944. Annual debt service requirements for the State Revolving Fund Loan Contract No. 6-807-5850-0 are presented below: Fiscal Year 2013 2014 2015 2016 2017 2018-2019 Totals State Revolving Fund Loan 6-807-5850-0 Principal Interest Total $ 1,239,059 $ 264,234 $ 1,503,293 1,273,752 229,541 1,503,293 1,309,417 193,876 1,503,293 1,346,081 157,212 1,503,293 1,383,771 119,522 1,503,293 2,884,864 121,722 3,006,586 $ 9,436,944 $ 1,086,107 $ 10,523,051 State Revolving Fund Loan Contract No. C-06-4802-110 On June 10, 2003, the City and the State Water Resources Control Board of the State of California entered into a State Revolving Fund Loan Contract No. C-06-4802-110 for a maximum amount of $30,228,817, for construction of facilities at the Water Reclamation Facility No. 1. These facilities will provide recycled water to existing and potential users within the City. The loan is payable over a period of 20 years at the rate of 2.5% interest in equal annual installments of $1,944,995 through the year 2026. The amount outstanding at June 30, 2012 was $22,738,768. Annual debt service requirements for the State Revolving Fund Loan Contract No. C-06-4802-110 are presented on the following page. 79 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2026 Totals State Revolving Fund Loan C-06-4802-110 Principal Interest Total $ 1,376,526 $ 568,469 $ 1,944,995 1,410,939 534,056 1,944,995 1,446,213 498,782 1,944,995 1,482,368 462,627 1,944,995 1,519,427 425,568 1,944,995 8,186,273 1,538,703 9,724,976 7,317,022 462,959 7,779,981 $ 22,738,768 $ 4,491,164 $ 27,229,932 G. Water Revenue Bonds The $36,690,000 CPFA 1998 Water Revenue Bonds were issued to finance the cost of certain improvements to the City’s water system, consisting of the construction of a ground water desalting system and to refinance the outstanding 1994 Water System Improvement Project Certificates of Participation. The outstanding bonds bear interest from 4.25% to 4.75% and are due in annual installments ranging from $965,000 to $1,100,000 through 2013 with term bonds in the amount of $6,305,000, $7,950,000 and $10,025,000 due on September 1, 2018, 2023 and 2028, respectively. The bonds are considered a liability of the water enterprise fund. Corresponding long-term receivable and deferred revenue for the CPFA has been eliminated in the financial statements. As of June 30, 2012, outstanding balance of the CPFA 1998 Water Revenue Bonds was $26,430,000. On September 1, 2012, these bonds were fully defeased with the proceeds of the Corona Utility Authority 2012 Water Revenue Bonds. Refer to Note 22 for additional information. H. Certificates of Participation The certificates of participation are special obligations of the issuer and are payable from specific pledged revenues of the issuer. The certificates are not payable from any other revenues or assets of the City. Neither the faith and credit nor the taxing power of the City, the State of California or any political subdivision thereof is pledged to the payment of the principal and interest on these certificates. 80 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The following Certificates of Participation were outstanding as of June 30, 2012: Certificates of Participation $7,010,000 Corona Public Improvement Corporation 1997 Sunkist Wastewater Treatment Facilities Refunding Bonds Balance $ 2,395,000 $68,030,000 Corona Public Financing Authority 2003 Clearwater Cogeneration / Recycled Water Projects 59,300,000 $29,020,000 Corona Public Financing Authority 2005 Clearwater Cogeneration Projects 25,800,000 Total Certificates of Participation $ 87,495,000 1997 Sunkist Wastewater Treatment Facilities Refunding Bonds On January 21, 1997, the CPIC issued $7,010,000 in 1997 Refunding Certificates of Participation for the purposes of refunding the remaining $6,425,000 of the 1986 Sunkist Wastewater Treatment Facilities Certificates of Participation and to pay the costs incurred in connection with the issuance, sale, and delivery of the bonds as well as to establish a reserve fund. The original certificates were issued to finance the acquisition, construction and installation of certain improvements to the City’s Wastewater (currently referred to as Water Reclamation) Treatment Facility No. 2 (Sunkist Plant). The outstanding bonds bear interest rates from 5.20% to 5.50% and are due in annual installments ranging from $385,000 to $530,000 through August 1, 2016. The certificates are payable pursuant to a lease agreement between the CPIC and the City from revenues of the Water Reclamation Utility and as such have been shown as long-term obligations (Long-Term Installments Payable) of the Water Reclamation Utility and eliminated from the General Long-Term Debt of the City. A corresponding long-term obligation and deferred revenue has been eliminated for the CPIC. The annual debt service requirements for the 1997 Sunkist Wastewater Treatment Facilities Refunding Bonds are as follows: Fiscal Year 2013 2014 2015 2016 2017 Totals 1997 Refunding Certificates of Participation Principal Interest Total $ 430,000 $ 119,220 $ 549,220 450,000 95,348 545,348 480,000 70,005 550,005 505,000 43,037 548,037 530,000 14,575 544,575 $ 2,395,000 $ 342,185 $ 2,737,185 2003 Clearwater Cogeneration/Recycled Water Projects Certificates of Participation On May 20, 2003, the CPFA issued $68,030,000 in 2003 Certificates of Participation for the purpose of financing the acquisition, construction and installation of the Clearwater Cogeneration (the Cogeneration Project), Biosolids Project, the Recycled Water Project, and to pay the costs incurred in connection with the issuance, sale and delivery of the bonds as well as to establish a capitalized interest fund and a reserve fund. The outstanding bonds bear interest from 3.50% to 5.00% due in installments of $1,720,000 to $3,065,000 through September 1, 2023 with term bonds of $17,760,000 due September 1, 2028 and $12,930,000 due September 1, 2031. 81 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The City purchased the Cogeneration Project (the Facility) from the CPFA pursuant to an Installment Purchase agreement for a principal amount of $60,875,000 which is recorded in the City’s Electric enterprise fund. The City pays the Purchase Payments to the CPFA from revenues pursuant to two separate Power Sales Agreements between the City and the Corona Utility Authority (the Authority), and as such have been shown as long-term obligations (Certificates of Participation) of the City’s Electric enterprise fund and eliminated from the general long-term debt account group of the City. A corresponding long-term obligation and deferred revenue has also been eliminated from the CPFA. The City purchased the Recycled Water Project from the CPFA pursuant to an Installment Purchase agreement for a principal amount of $7,155,000. The City pays purchase payments to the CPFA pursuant to a Recycled Water Project Lease Agreement between the City and the Authority. The Authority will make payments to the City from net revenues of its water utility and as such have been shown as long-term obligations (Certificates of Participation) of the Water enterprise fund and eliminated from the general long-term debt account group of the City. A corresponding long-term obligation and deferred revenue has been eliminated from the CPFA. On September 1, 2010, the City sold the Facility to the City of Riverside for a total consideration of $53,405,600 through the Clearwater Purchase and Sale Agreement (the Agreement). The terms of the Agreement provide a lease purchase financing with semi-annual payments equivalent to the City’s debt service requirements pertain to the Facility. The present value of the total purchase price was $45,568,916, this amount was recorded as long-term receivables in the City’s enterprise funds. A balloon payment of $34,718,939 is due on September 1, 2013 to call the portion of 2003 COPs that financed the construction of the Facility. On August 1, 2012, the City advance refunded the Recycled Water portion of the 2003 Certificates of Participation by placing the proceeds on new bonds in an irrevocable trust to provide for all future debt service payments on the Recycled Water portion of the 2003 bonds. On September 1, 2013, $5,885,000, the amount outstanding pertains to the Recycled Water Project will be redeemed. The annual debt service requirements for the 2003 Clearwater Cogeneration/Recycled Water Projects Certificates of Participation with the refundings scheduled on September 1, 2013 are presented below: Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028-2032 Totals 2003 Certificates of Participation Principal Interest Total $ 1,855,000 $ 2,865,612 $ 4,720,612 45,390,000 1,715,800 47,105,800 430,000 589,850 1,019,850 450,000 570,000 1,020,000 470,000 547,000 1,017,000 2,735,000 2,347,625 5,082,625 3,505,000 1,571,375 5,076,375 4,465,000 579,375 5,044,375 $ 59,300,000 $ 10,786,637 $ 70,086,637 82 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 2005 Clearwater Cogeneration Projects Certificates of Participation The CPFA issued $29,020,000 in 2005 Certificates of Participation for the purpose of financing the remaining costs associated with the acquisition, construction and installation of the Cogeneration Project and the Electric Distribution Facilities Project. The outstanding bonds bear interest from 3.00% to 5.00% due in installments of $610,000 to $905,000 through September 1, 2021 with term bonds of $2,945,000 due September 1, 2024, $5,910,000 due September 1, 2029 and $9,280,000 due September 1, 2035. Approximately $8.9 million of the proceeds of the Certificates financed the completion of the City’s Cogeneration Project (the Facility). The City purchased the Facility from the CPFA and pays the Purchase Payments pursuant to an Installment Purchase Agreement. On September 1, 2010, the City sold the Facility to the City of Riverside for a total consideration of $53,405,600 through the Clearwater Purchase and Sale Agreement (the Agreement). The terms of the Agreement provide a lease purchase financing with semi-annual payments equivalent to the City’s debt service requirements pertain to the Facility. The present value of the total purchase price was $45,568,916, this amount was recorded as long-term receivables in the City’s enterprise funds. A balloon payment of $6,951,099 is due on September 1, 2015 to call the portion of the 2005 COPs that financed the remaining construction of the Facility. Approximately $15.0 million of the proceeds of the Certificates financed the acquisition, construction and installation of the electric distribution facilities necessary to supply power to all Greenfield developments within the City. The City purchased such electric distribution facilities from the CPFA pursuant to an Installment Purchase Agreement. On May 7, 2003, the City announced that it would no longer pursue its plan to acquire Southern California Edison’s distribution facilities within the City and terminated the eminent domain proceedings. Approximately $3.1 million of the proceeds of the Certificates reimbursed the City for certain costs incurred in connection with such terminated eminent domain proceedings. The annual debt service requirements for the 2005 Clearwater Cogeneration Projects Certificates of Participation with the refundings scheduled on September 1, 2015 are presented below: Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028-2032 2033-2036 Totals 2005 Certificates of Participation Principal Interest Total $ 650,000 $ 1,169,372 $ 1,819,372 670,000 1,147,085 1,817,085 695,000 1,123,197 1,818,197 8,265,000 920,507 9,185,507 500,000 719,979 1,219,979 2,815,000 3,274,516 6,089,516 3,465,000 2,610,075 6,075,075 4,380,000 1,658,750 6,038,750 4,360,000 463,500 4,823,500 $ 25,800,000 $ 13,086,981 $ 38,886,981 83 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 9. Pledged Revenues The City has pledged, as security for its water revenue bonds and certificates of participation it has issued, through the CPFA or the CPIC, a portion of the utility customer revenues, net of specified operating expenses, to repay $113.9 million outstanding bonds. These bonds were to provide financing for various capital projects of the City, including the construction of certain water system, water treatment facilities, electric generation and distribution system, and biosolid drying facility. The bonds are payable solely from the City’s utility customer net revenues and are payable through certain installment purchase agreements. Annual principal and interest payments on these bonds are expected to require less than 38.9 % of net revenues. The total debt service remaining to be paid on the bonds is $178,032,697. Principal and interest paid for the current year and total customer net revenues were $9,289,605 and $23,894,264, respectively. 10. Credit Agreements The City has entered into letter of credit agreements with Bank of America. The Irrevocable Letters of Credit have been issued for the benefits of Southern California Edison to comply with various Interconnection Facilities Agreements that the Corona Utility Authority has entered into in order to provide electric distribution. The Irrevocable Letters of Credit have expiration dates; however they are automatically extended without amendment annually. The Irrevocable Letters of Credit are to remain in effect until all payment obligations under the terms of the Interconnection Facilities Agreements have been satisfied. The following Irrevocable Letters of Credit are outstanding as of June 30, 2012: Payee Issue Date Southern California Edison 9/1/2011 Southern California Edison 9/1/2011 Southern California Edison 9/1/2011 Southern California Edison 4/6/2012 Total Irrevocable Letters of Credit 11. Renewal Date 8/31/2012 8/31/2012 8/31/2012 4/5/2013 Amount $ $ 21,225 176,593 106,433 121,850 426,101 Non-City Obligations A. Special Assessment District Bonds (Non-City Obligation) The payment of these bonds is secured by valid assessment liens upon certain lands in each district and is not a direct liability of the City. Reserves have been established from the bond proceeds to meet delinquencies should they occur. Neither the faith and credit nor taxing power of the City of Corona is pledged to the payment of the bonds. If delinquencies occur beyond the amounts held in those reserves, the City has no duty to pay those delinquencies out of any other available funds. The City acts solely as an agent for those paying the assessments and the bondholders. 84 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 As of June 30, 2012 the balances outstanding were: $ Assessment District Bonds (Non-City Debt) 855,000 A.D. No. 95-1 Improvement Bonds $ Balance 435,000 $ 1,624,200 A.D. No. 96-1 1996 A Improvement Bonds 855,000 $ 685,000 A.D. No. 96-1 1997 A Improvement Bonds 390,000 $ 1,605,000 A.D. No. 96-1 1997 B Improvement Bonds 960,000 $ 2,657,100 A.D. No. 96-1 1999 A Improvement Bonds 1,735,000 Total Special Assessment District Bonds $ 4,375,000 B. Marks Roos Bonds (Non-City Obligation) These bonds are authorized pursuant to the Marks-Roos Local Bond Pooling Act of 1985. It was created as a way for local governmental agencies to fund needed working capital, public capital improvements, or other projects that would provide significant benefits to the public. The act allows local agencies, through joint powers authorities, to issue bonds to reduce borrowing costs through the use of bond pools. The authority bonds are secured by the revenue obtained from the principal of and interest payments on the local obligation bonds which are payable from the special taxes levied and collected from the taxable property within the district. Neither the faith and credit nor taxing power of the City is pledged to the payment of the bonds. Reserves have been established from the bond proceeds to meet delinquencies should they occur. If delinquencies occur beyond the amounts held in those reserves, the City has no obligation to pay the delinquency out of any available funds of the City. The City acts solely as an agent for the special taxes levied on the properties and the debt service payments to the bondholders. The following is a list of the Marks-Roos Bonds that were active as of June 30, 2012: Marks Roos District Bonds (Non-City Debt) $ 25,755,000 1999 Revenue Bonds, Series A (Superior Lien) $ 10,255,000 $ 1999 Revenue Bonds, Series B (Subordinate Lien) Total Marks Roos District Bonds Balance 14,110,000 5,405,000 $ 19,515,000 C. Community Facilities District Bonds (Non-City Obligation) These bonds are authorized pursuant to the Mello-Roos Community Facilities Act of 1982 as amended, and are payable from special taxes levied on property within the Community Facilities Districts according to a methodology approved by the voters within the District and by the City Council. Neither the faith and credit nor taxing power of the City is pledged to the payment of the bonds. Reserves have been established from the bond proceeds to meet delinquencies should they occur. If delinquencies occur beyond the amounts held in those reserves, the City has no duty to pay the delinquency out of any available funds of the City. The City acts solely as an agent for those paying taxes levied and the bondholders. 85 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The following is a list of the Community Facilities District Bonds currently active: Community Facility District Bonds (Non-City Debt) $ 22,580,000 CFD 86-2 Refunding and Improvement Bonds $ Balance 11,630,000 $ 62,845,000 CFD 90-1 Refunding Bonds 28,395,000 $ 19,505,000 CFD 97-2 Special Tax Bonds 12,575,000 $ 6,485,000 CFD 2000-1, Series A Special Tax Bonds 5,250,000 $ 1,610,000 CFD 2000-1, Series B Special Tax Bonds 1,340,000 $ 20,295,000 Ref CFD 89-1, Series A District-Wide Local Bonds 11,120,000 $ 15,715,000 Ref CFD 89-1, Series B Imp Area Local Bonds 8,395,000 $ 3,675,000 CFD 2001-2 Special Tax Bonds 3,130,000 $ 9,415,000 CFD 2002-4 Special Tax Bonds 8,420,000 $ 6,135,000 CFD 2003-2 Special Tax Bonds 7,590,000 $ 22,475,000 CFD 2002-1 Special Tax Bonds & Escrow Term Bonds $ CFD 2004-1 Special Tax Bonds 3,365,000 CFD 2002-1 Improvement Area Special Tax Bonds 7,850,000 3,805,000 $ 10,280,000 Total Community Facilities District Bonds 17,305,000 $ 126,365,000 D. Conduit Debt Obligations Not included in the accompanying financial statements are various conduit debt obligations issued under the name of the City and/or the Agency. The Bonds are not secured by or payable from revenues or assets of the City or Agency. Neither the faith and credit nor the taxing power of the City, the Agency, the State of California or any political subdivision thereof is pledged to the payment of the principal of and interest on the Bonds nor is the City or the Agency in any manner obligated to make any appropriations for payments on these bonds. At June 30, 2012, the aggregate principal amount of Conduit Debt Obligations outstanding totaled $24,054,047. 12. Bond Requirements The City adopted an administrative policy on bond compliances in July 2012. The purpose of the policy is to ensure all City bonds comply with applicable federal and state laws and regulations. The policy covers the investment and expenditure of bond proceeds, the use of bond-financed facilities and other administrative requirements including continuing disclosure, arbitrage calculation and records retention. At June 30, 2012, management believes the City and its component units are in compliance with all covenants of the various debt indentures. 86 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 13. Pension Related Debt In Fiscal Year 2005-06, California Public Employees Retirement System (CalPERS) required participation in risk pools for all plans with less than 100 active members, as of June 30, 2003. Risk pooling consists of combining assets and liabilities across employers to produce large groups where the impact of a catastrophic demographic event is shared among all employers of the same risk pool. Pooling will reduce the volatility of future employer rates. The Safety Fire Plan is part of the CalPERS cost-sharing multiple-employer defined benefit pension plan; known as the “Safety 3.0% at 50 Risk Pool.” At the time of joining the pool, a side fund was created to account for the differences between the funded status of the pool and the funded status of the plan. The side fund for the City at that time carried a negative balance of $10,159,328, representing a pension related obligation for the City. CalPERS determined this obligation should be amortized over an 11-year period. As of June 30, 2012, the City’s pension related obligation had a balance of $5,325,439 with an assumed interest rate of 7.75%. Due to the fact that this obligation is program specific, the annual debt service payment is recorded as the Public Safety – Fire expenses together with the employer contribution to the risk pool. The interest on this debt of $435,251 is also included in the Public Safety – Fire function expenses and not in the Interest and Fiscal Charges expenses in the statement of activities. The following presents principal and interest due in the future fiscal years using the assumed interest rate: Pension Related Debt (Fire Plan Side Fund) Principal Interest Total Fiscal Year 14. 2013 2014 2015 2016 $ 1,114,878 1,250,929 1,399,136 1,560,496 $ 356,760 268,538 169,713 59,341 $ 1,471,638 1,519,467 1,568,849 1,619,837 Totals $ 5,325,439 $ 854,352 $ 6,179,791 Pension Plan A. Defined Benefit Pension Plan Plan Description The City’s defined benefit pension plan (Miscellaneous Plan, Safety Police Plan and the Safety Fire Plan), provides retirement and disability benefits, annual cost-of-living adjustments (COLAs), and death benefits to plan members and beneficiaries. The Miscellaneous and the Safety Police Plans are part of the Public Agency portion of the CalPERS agent multiple-employer defined benefit pension plan. The Safety Fire Plan is part of the Public Agency portion of the CalPERS cost-sharing multiple-employer defined benefit pension plan. CalPERS acts as a common investment and administrative agent for participating public entities within the State of California. Benefit provisions and all other requirements are established by State statutes within the Public Employees’ Retirement Law. The City adopts its benefit provisions through contract with CalPERS and approves them through Council Resolutions and specific agreements with City labor groups. Copies of CalPERS' annual financial report may be obtained from their Executive Office located at Lincoln Plaza North, 400 Q Street, Sacramento, California 95814. 87 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Funding Policy Active plan members in CalPERS are required to contribute 8.0% (non-safety) or 9.0% (safety) of their annual covered salary. The City pays the 9% member contribution required of all police safety employees and the 8% member contribution required of miscellaneous employees hired before January 1, 1999. Miscellaneous employees hired on or after January 1, 1999 pay 3% of the required member contribution, while the City pays the remaining 5%. For fire safety employees, the entire 9% required member contribution is paid by the employee. In addition, the City is required to contribute amounts necessary to fund the benefit for its members, at an actuarially determined rate applied to annual covered payroll. The required employer contribution rate for Fiscal Year 2011-12 was 24.130% for miscellaneous employees, 30.647% for the police safety group and 38.125% for the fire safety group. The contribution requirements of plan members and the City are established and may be amended by CalPERS. Annual Pension Cost For Fiscal Year 2011-12, the City’s annual pension cost for the Miscellaneous and Safety Police Plan was $11,996,104 and was equal to the City’s required and actual contributions. The required contribution for Fiscal Year 2011-12 was determined as part of the June 30, 2009 actuarial valuation, using the entry age actuarial cost method. The actuarial assumptions included: (a) an investment rate of return of 7.75% (net of administrative expenses); (b) projected salary increases of 3.55% to 14.45% for Miscellaneous Plan and 3.55% to 13.15% for the Safety Police Plan depending on age, service and type of employment; and (c) a payroll growth of 3.25% per year. An inflation factor of 3.00% is compounded annually and used for both plans. The actuarial funding method used is the Entry Age Normal Cost Method. The actuarial value of CalPERS assets was determined using techniques that smooth the effects of short-term volatility in the market value of investments over a 15-year period (smoothed market value). Gains and losses that occur in the operation of the plan are amortized over a 30-year rolling period, which resulted in an amortization of about 6% of unamortized gains and losses each year. In addition, in June 2009, the CalPERS Board adopted changes to the asset smoothing method in order to phase in over a three-year period the impact of the -24% investment loss experienced by CalPERS in fiscal year 2008-09. The City’s unfunded actuarial accrued liability is being amortized as a level percentage of projected payroll on a closed basis. The remaining amortization period at June 30, 2009 actuarial valuation date was 20 years for Miscellaneous Plan and 25 years for Safety Police Plan. For Fiscal Year 2011-12, the City’s annual pension cost for the Safety Fire Plan was $3,864,474 and was equal to the City’s required and actual contributions. The Safety Fire Plan is part of the Safety 3.0% at 50 Risk Pool, a cost-sharing multiple-employer defined benefit plan. The Risk Pool uses the same actuarial methods and assumptions as described above. The remaining amortization period for the City’s share of the unfunded actuarial accrued liability at the June 30, 2009 actuarial valuation date was 18 years. The City’s contributions to CalPERS for the Miscellaneous Plan, Safety Police Plan and Safety Fire Plan for the three years ending June 30, 2012, 2011 and 2010 are presented on the following page. 88 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Three-Year Trend Information for Cal PERS Defined Benefit Pension Plans Annual Fiscal Year Pension Cost Percentage of APC Net Pension Ending (APC) Contributed Obligation Miscellaneous 06/30/2010 $ 6,345,360 100% $ Employees 06/30/2011 6,398,576 100% Group 06/30/2012 6,880,355 100% Police Safety Employees Group 06/30/2010 06/30/2011 06/30/2012 $ 4,814,824 4,463,950 5,115,749 100% 100% 100% $ - Fire Safety Employees Group 06/30/2010 06/30/2011 06/30/2012 $ 3,307,623 3,438,225 3,864,474 100% 100% 100% $ - Funded Status and Funding Progress As of June 30, 2011, the most recent actuarial valuation date, the Miscellaneous Plan was 69.7% funded and the Safety Police Plan was 74.7% funded. The actuarial accrued liability for benefits was $252,000,728 for Miscellaneous and $150,077,438 for Police Safety. The actuarial value of assets was $175,764,654 for Miscellaneous and $112,138,994 for Police Safety, resulting in an unfunded actuarial accrued liability (UAAL) of $76,236,074 and $37,938,444 respectively. The covered payroll (annual payroll of active employees covered by the plan) was $29,739,813 for Miscellaneous and $16,104,315 for Police Safety, and the ratio of the UAAL to the covered payroll was 256.3% and 235.6% respectively. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents multi-year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. B. Defined Contribution Pension Plan The City provides pension benefits for all of its Part-time, Seasonal and Temporary (PST) employees through the City’s PST Deferred Compensation Plan, which is a defined contribution plan. The plan is administered by Nationwide Retirement Solutions. The purpose of the plan is to provide PST employees with a retirement plan as mandated by and in compliance with the Federal Omnibus Reconciliation Act of 1990. The plan provisions including contribution requirements were established by the City Council according to Department of Treasury regulations under Section 457 of the Internal Revenue Code of 1986, as amended. Plan benefits and contribution requirements may be amended by the City Council. In a defined contribution plan, benefits depend solely on amounts contributed to the plan plus investment earnings. Employees are required to participate from the date of employment. The City requires the employee to contribute 6.2% of the 7.5% required by the Federal Government. The City's contribution for each employee and interest allocated to the employee's account are fully vested immediately. During Fiscal Year 2011-12, the City contributed $17,792 on hourly salaries of $1,678,687 with the employees contributing $84,755. 89 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 15. Other Post-Employment Benefits Other Than Pensions (OPEB) The City implemented GASB Statement No. 45, Accounting and Financial Reporting by Employers for Post-Employment Benefits Other Than Pensions (OPEB), for certain postemployment healthcare benefits and life insurance benefits provided by the City in Fiscal Year 2007-08. Plan Description The City’s defined benefit post-employment healthcare plan, California Employers’ Retiree Benefit Trust Program (CERBT), is an agent multiple-employer post-employment healthcare plan administered by the California Public Employees’ Retirement System (CalPERS) Board of Administration. The plan provides retiree healthcare benefits for employees who retire with CalPERS pension benefits immediately upon termination of employment from the City. Eligible retirees may elect coverage through the City’s contract with CalPERS healthcare benefits. The plan benefits are established and may be amended by the City Council. Under the plan, employees are classified into two tiers, which are based on hire date. Tier I participants were hired prior to a specific date based on bargaining group and are eligible to receive reimbursement of medical premiums at 100% or capped at the 2nd highest family premium rate available, determined by the employee’s separation date. Tier II employees receive the minimum Public Employees Medical and Hospital Care Act (PEMHCA) benefits paid by the City. In addition, all eligible retirees are provided life insurance coverage of $50,000 until age 70. The CalPERS issues a publicly available financial report that includes financial statements and required supplementary information for CERBT in accordance with GASB Statement No. 43. That report maybe obtained by contacting CalPERS at FCSD-CERBT@CalPERS.ca.gov or 888CalPERS. Funding Policy The contribution requirements of plan members and the City are established and may be amended by the City Council. The CERBT program’s funding policy provides for the contributions by the City at actuarially determined rates described as the Annual Required Contribution (ARC) of the employer. The required contribution is based on projected pay-as-you-go financing requirements, with an additional amount to prefund benefits as approved by the City Council. For Fiscal Year 2011-12, the City contributed $6.5 million to the plan, including $5.2 million for current premiums and an additional $1.3 million to prefund the plan. The plan members pay the portion of premiums not paid by the City (e.g., in excess of capped amounts). Annual OPEB Cost The City’s annual OPEB cost (expense) is calculated based on the ARC, an amount actuarially determined in accordance with the parameters of GASB Statement No. 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover the normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) over a period not to exceed thirty years. 90 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 For Fiscal Year 2011-12, the City’s annual OPEB cost (expense) of $6,466,717 for CERBT was equal to the ARC. The City’s annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for the past three fiscal years are presented below: Three-Year Trend Information for OPEB Plan Fiscal Year Ending 06/30/2010 06/30/2011 06/30/2012 Annual Required Contribution (ARC) $ 7,043,000 7,295,000 6,466,717 Percentage of ARC Contributed 100% 100% 100% Net OPEB Obligation - Funded Status and Funding Progress The most recent actuarial valuation for the City’s OPEB plan was obtained as of June 30, 2011. Per this valuation, the funded status of the City’s OPEB plan for fiscal year ended June 30, 2012 was: Actuarial accrued liability (AAL) Actuarial value of plan assets Unfunded actuarial accrued liability (UAAL) $ $ Funded ratio (actuarial value of plan assets/UAAL) Covered payroll (active plan members) UAAL as a percentage of covered payroll 96,530,244 16,182,147 80,348,097 16.8% $ 50,192,076 160.1% Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of the occurrence of events far into the future. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents multi-year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. Actuarial Methods and Assumptions Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. 91 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 In the June 30, 2011 actuarial valuation, the Entry Age Normal Cost Method was used. The actuarial assumptions included a 7.50% percent discount rate and an increase in medical plan premium from 4.5% to 9.0% over the prior year’s level for the next 10 years. The actuarial assumptions also included a salary increase of 3.25% per year, and assumed increase for amortization payment of 3.25% per year where determined on a percent of pay basis. The plan’s unfunded actuarial accrued liability is being amortized as a level percentage of projected payroll on a closed basis over thirty years. The remaining amortization period at June 30, 2012 was 25 years. 16. Classification of Net Position and Fund Balances A. Government-Wide Financial Statements In the Government-Wide Financial Statements, net position are classified in the following categories: Net Investment in Capital Assets This category groups all capital assets, including infrastructure, into one component of net position. Accumulated depreciation and the outstanding balances of debt that are attributable to the acquisition, construction or improvement of the City’s capital assets reduce the amount in this category. Restricted This category presents external restrictions imposed by creditors, grantors, contributors or laws or regulations of other governments and restrictions imposed by law through constitutional provisions or enabling legislation. Additionally, this category presents restrictions placed on the categories of capital projects, debt service, and specific projects and programs as established by the City Council. Unrestricted This category represents the net position of the City, which are not restricted for any project or other purpose. B. Fund Financial Statements The City divides fund balances into five classifications base primarily on the extent to which the City is bound to observe constraints imposed upon the use of the resources in the governmental funds. The classifications are as follows: Nonspendable Fund Balance Amounts that cannot be spent either because they are in nonspendable form or are required to be maintained intact. 92 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Restricted Fund Balance Amounts that are constrained to specific purposes by state or federal laws, or externally imposed conditions by grantors or creditors. Committed Fund Balance Amounts that can only be used for specific purposes pursuant to constraints imposed by City Council, the City’s highest level of decision-making authority, through an ordinance or resolution. These committed amounts cannot be used for any other purpose unless the City Council removes or changes the specified uses through the same type of formal action taken to establish the commitment. The City’s committed fund balance includes: x General Fund Emergency Contingency The City’s General Fund balance committed for emergency contingencies has been set by resolution and is for specific uses listed as the declaration of a state or federal state of emergency or a local emergency as defined in Corona Municipal Code Section 2.52.020. x Expenditure Control Budget Savings The calculation of Expenditure Control Budget (ECB) Savings is established in the annual budget resolution adopted by City Council. The same budget resolution provides for the appropriation and use of these committed amounts by the request of the individual departments with Finance Director recommendation and City Manager approval. x Designated Revenues Designated Revenues are committed by minute action of the City Council. Upon receipt of the revenues and at the request of the specific department, funds may be appropriated for departmental use with the recommendation of the Finance Director, or with approval of City Council, depending on the amount of request. Assigned Fund Balance Amounts that are constrained by the City’s intent to be used for specific purposes, but are neither restricted nor committed. The City Council delegates the authority to assign amounts to be used for specific purposes to the Finance Director. Unassigned Fund Balance These are either residual positive net resources of the General Fund in excess of what can properly be classified in one of the other four categories, or negative balances in all other funds. As noted in Note 1, restricted funds are used first as appropriate. Assigned fund balance is reduced to the extent that expenditure has been appropriated by City Council. Decrease in fund balance first reduce committed fund balance, in the event that committed fund balance becomes zero, then assigned and unassigned fund balances are used in that order. 93 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The fund balances of the City’s governmental funds as of June 30, 2012 are presented below: General Fund Fund Balances: Nonspendable: Inventories and Prepayments Due from Other Governments Long-term Receivable Interfund Advances Receivable Interfund Advances Receivable $ Restricted for: Street Maintenance Trip Reduction Asset Forfeiture Debt Service Housing & Community Development Other Grants - $ $ - - Other Governmental Funds $ - T o ta l Governmental Funds $ 61,220,936 13,611,196 326,614 666,460 3,107,763 404,558 730,548 8,578,596 2,220,357 14,300,000 1,759,590 6,763,589 322,069 3,017,264 24,339,310 2,609,592 1,478,962 1,252,357 6,692,642 76,556,105 6,763,589 322,069 14,323,230 24,339,310 2,609,592 1,478,962 2,393,177 6,692,642 5,423 3,493,278 11,305,966 1,140,820 5,423 - 3,493,278 $ 415,791 405,757 479,776 13,769,360 61,220,936 13,611,196 326,614 666,460 3,107,763 8,983,154 730,548 2,220,357 14,300,000 1,759,590 Assigned to: Development Developer Agreements Debt Service Budget Balancing Measures Continuing Appropriations City Equipments City Facility Projects Successor Agency Loan Other Capital Projects Other Purposes 17. 415,791 405,757 479,776 13,769,360 - Corona Housing Authority Capital Project - Committed to: ECB Savings Emergency Contingency Designated Revenues Total Fund Balance Development Special Revenue $ 6,763,589 $ 69,799,532 $ 31,299,348 $ 184,418,574 - Risk Management A. Workers' Compensation Insurance The City’s self-insured retention is $1,000,000 with purchased excess insurance for claims over that amount up to policy limits. Departments are charged a percentage of the total estimated insurance, claims expense and premiums based on payroll cost. The actuarial estimated liability for pending and incurred but not reported claims at June 30, 2012 has been included in the Claims Payable amount for the same reporting period. These liabilities are recognized on government-wide statements. 94 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 The following table presents claims and judgments payable for the City’s workers' compensation self-insurance program for fiscal year ended June 30, 2012 and its four preceding years: Fiscal Year Ended June 30, 2008 2009 2010 2011 2012 Claims Payable July 1, $ 7,399,089 10,126,896 11,475,272 14,405,000 15,676,000 Claims and Changes in Estimates $ 4,336,670 2,241,834 4,636,793 3,125,476 4,233,206 Claims Paid $ (1,608,863) (893,458) (1,707,065) (1,854,476) (2,062,206) Claims Payable June 30, $ 10,126,896 11,475,272 14,405,000 15,676,000 17,847,000 Of the total liabilities, $2,772,000 is due within one year or less. Claims are paid by the internal service funds. B. Liability Insurance The City’s self-insured retention is $750,000 with an excess policy insuring claims over $750,000 up to a limit of $10,000,000. A third party administrator administers claims. The actuarial estimated liability for pending and incurred but not reported claims at June 30, 2012 has been included in the Claims Payable amount for the same reporting period. These liabilities are recognized on government-wide statements. The following table presents claims and judgments payable for the general liability self-insurance program, including property losses, for fiscal year ended June 30, 2012 and its four preceding years. Fiscal Year Ended June 30, 2008 2009 2010 2011 2012 Claims Payable July 1, $ 1,784,450 2,169,395 2,433,715 2,305,000 2,426,000 Claims and Changes in Estimates $ 1,108,873 842,623 444,759 496,231 1,626,939 Claims Paid $ (723,928) (578,303) (573,474) (375,231) (1,016,939) Claims Payable June 30, $ 2,169,395 2,433,715 2,305,000 2,426,000 3,036,000 Of the total liabilities, $846,000 is due within one year or less. Claims are paid by the internal service funds. C. Property Losses (excluding earthquake) The City's property losses are covered by insurance policies for covered value of $100,000,000 with deductibles of $50,000. The estimated liability for pending and incurred but not reported claims at June 30, 2012 has been incorporated in the financial statements as Claims and Judgments Payable in the Liability Risk internal service fund and are based on history only. 95 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 18. Commitments and Contingencies The City has entered into several operating lease agreements in the conduct of its day-to-day operations to provide for facilities and/or services. None of these operating leases are considered to be significant commitments. The City is a defendant in a number of lawsuits that have arisen in the normal course of business. While substantial damages are alleged in some of these actions, their outcome cannot be predicted with certainty. In the opinion of the City Attorney, these actions when finally adjudicated will not have material adverse effect on the financial position of the City. Under Article XIIIB of the California Constitution (the Gann Spending Limitation Initiative), the City is restricted as to the amount of annual appropriations, and if certain proceeds of taxes exceed allowed appropriations, the excess must either be refunded to the State Controller or refunded to the taxpayers through revised tax rates or revised fee schedules. For the fiscal year ended June 30, 2012, the City’s appropriations limit totaled $381,296,027 and the City’s appropriations subject to limitation were $72,717,813. On November 5, 1996, California voters passed Proposition 218 which requires, in general, that any new implementation, increase or extension of taxes, fees, and charges be put to a vote of the public. The City has held special elections for property owners in special districts when appropriate asking for a proportional increase in the annual assessment for landscape maintenance on publicly owned medians and easements. Regardless if the elections were passed or defeated, services in those districts continue to be provided at a level equal to the assessments. On September 28, 1995, the California Supreme Court reversed a Court of Appeals decision which reinstated provisions of Proposition 62 which was a 1986 voter initiative that required all general taxes to be approved by simple majority vote of the electorate. The Supreme Court provided very little detail on a number of issues surrounding their decision but the only possible exposure, if any, to the decision for the City would be its transient occupancy tax which was increased by 2% in 1989. It remains unclear what, if any, liability the City may have. On September 19, 2012, an independent auditor’s report was issued to the Successor Agency of the former Corona Redevelopment Agency for a due diligence review conducted pursuant to Assembly Bill No. 1484. Upon approval of this report by the State Controller’s Office, the City will be liable to reverse certain transactions recorded in Fiscal Year 2010-11 in regards to the former Redevelopment Agency’s repayments of various loans between the City and the former Agency. Total amount reported in the due diligence review subject to reversal was $9,608,889. Refer to Note 21 for additional information. As of June 30, 2012, in the opinion of City Administration, there were no additional outstanding matters that would have a significant effect on the financial position of City. 96 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 19. Restatements A. Restatement on Government-Wide Statements Restatements to net position made on the government-wide statements for Fiscal Year 2011-12 are summarized below: Governmental Activities Business-Type Activities Beginning Net Position, as reported Restatements $ 849,500,012 5,799,112 $ 157,986,910 9,709,056 Beginning Net Position, as restated $ 855,299,124 $ 167,695,966 Restatement to Governmental Activities a) The City restated its beginning balance of capital assets net of depreciation by $6,222,564 in its governmental activities. This was primarily due to the recording of the infrastructure contributed by developers in the prior years. b) The City adjusted $(347,936) of its beginning balance of net position in relation to a note receivable that was incorrectly recorded in the prior year. c) The City adjusted its prior year’s program revenues by $(75,516) as the result of disallowed grant reimbursement. Restatement to Business-Type Activities The City restated its beginning balance of capital assets net of depreciation by $9,709,056 in its business-type activities. This was also due to the recording of the infrastructure contributed by developers in the prior years. B. Restatement on Fund Statements Restatements to fund balance and net position on the fund financial statements for Fiscal Year 2011-12 are summarized as follows: Major Governmental Funds Redevelopment General Fund Special Revenue Beginning Fund Balance as reported Restatements Beginning Fund Balance as restated Water Proprietary Funds Water Reclamation Internal Service $ 83,518,581 (5,022,045) $ 1,707,174 (347,936) $ 92,100,808 5,891,171 $ 50,557,034 3,817,885 $ $ 78,496,536 $ 1,359,238 $ 97,991,979 $ 54,374,919 $ 13,773,167 97 8,827,170 4,945,997 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 a) When the City implemented GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions in Fiscal Year 2009-10, the Equipment Capital Outlay fund was consolidated into the General Fund. After analyzing the activities within this fund, it was determined that this fund should be consolidate with the Fleet Operations internal service fund. The change of the fund type resulted in an adjustment of $4,946,529 to both the General Fund and the Fleet Operations internal service fund beginning fund balance. b) The City adjusted its prior year’s General Fund revenues by $(75,516) as the result of disallowed grant reimbursement. c) In addition to the reclassification of Equipment Capital Outlay fund from the General Fund to the internal service fund type as described above, the City also reclassified certain capital assets recorded in the internal service fund to the general fixed assets and its associated notes payable during the current year, resulted in a decrease of beginning fund balance in the amount of $532. The net impact to internal service fund was $4,945,997. d) The City adjusted $(347,936) of its beginning fund balance of its former Redevelopment special revenue fund in relation to a note receivable that was incorrectly recorded in the prior year. e) The City restated its beginning balances of net position of its Water and Water Reclamation enterprise funds by $5,891,171 and $3,817,885 respectively as the result of recording infrastructure contributed by developers in the prior years. 20. Extraordinary Items – Corona Redevelopment Agency Dissolution In July 2011, the City entered into an inter-agency loan with its former Redevelopment Agency in the amount of $4,260,552 that would be disbursed to the Agency in four quarterly installments. As of June 30, 2012, a total amount of $2,130,276 was loaned to the former Redevelopment Agency. In February 2012, California Health and Safety Code Section 34178 invalidated interagency loans between the City and its former Redevelopment Agency. Subsequently, Assembly Bill No. 1484 provided “Safe Harbor” language allowing certain inter-agency loans to be repaid if approved by the oversight board. The repayment may not begin prior to Fiscal Year 2013-14, and the repayment amount may not exceed the maximum amount described in related statutes. As the result, the City set up an allowance for uncollectible amounts to offset the loan recorded in Due from Other Governmental Agencies in the amount of $2,130,276, and reflected it as an extraordinary item in the General Fund. With the dissolution of the former Redevelopment Agency, the assets, liabilities and fund balances of the dissolved agency were transferred to the Successor Agency Trust, a fiduciary fund. The transfer of these assets, liabilities and fund balances of the former Redevelopment Agency as of February 1, 2012 from governmental funds of the City to a fiduciary fund was reported as extraordinary loss with the total amount of $17,722,427 in the governmental fund financial statements. Refer to Note 21 for additional information on Successor Agency Trust extraordinary gain/(loss). 98 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Total extraordinary gain/(loss) recorded in the government-wide statement of activities and governmental fund statement of revenues, expenditures and changes on fund balances were $57,030,347 and $(19,852,703) respectively. The difference between the extraordinary item recognized in the government-wide and the governmental fund financial statements is reconciled below: Reconciliation of the Extraordinary Gain/(Loss) Reported in the Governmental Funds Statements to the Government-wide Statement of Activities Extraordinary Loss Reported in the Governmental Funds Statements $ (19,852,703) Amounts reported in the statement of activities are different because: Capital assets net of depreciation transferred to the Successor Agency as an extraordinary gain was not reported in the governmental fund statements. (4,725,470) Long-term debt assumed by Successor Agency as an extraordinary loss was not reported in the governmental fund statements. 81,608,519 Extraordinary Gain Reported in the Government-wide Statement of Activities 21. $ 57,030,346 Successor Agency Trust for Former Corona Redevelopment Agency On December 29, 2011, the California Supreme Court upheld Assembly Bill 1X 26 (“the Bill”) that provides for the dissolution of all redevelopment agencies in the State of California. This action impacted the reporting entity of the City of Corona that previously had reported the City’s Redevelopment Agency within the reporting entity as a blended component unit. The Bill provides that upon dissolution of a redevelopment agency, either the City or another unit of local government will agree to serve as the “successor agency” to hold the assets until they are distributed to other units of state and local government. On January 11, 2012, the City Council elected to become the Successor Agency for the former Redevelopment agency in accordance with the Bill as part of City Resolution No. 2012-004. After enactment of the law, which occurred on June 28, 2011, redevelopment agencies in the State of California cannot enter into new projects, obligations or commitments. Subject to the control of a newly established oversight board, remaining assets can only be used to pay enforceable obligations in existence at the date of dissolution (including the completion of any unfinished projects that were subject to legally enforceable contractual commitments). In future fiscal years, successor agencies will only be allocated revenue in the amount that is necessary to pay the estimated annual installment payments on enforceable obligations of the former redevelopment agency until all enforceable obligations of the prior redevelopment agency have been paid in full and all assets have been liquidated. The Bill directs the State Controller of the State of California to review the propriety of any transfers of assets between redevelopment agencies and other public bodies that occurred after January 1, 2011. If the public body that received such transfers is not contractually committed to a third party for the expenditure or encumbrance of those assets, the State Controller is required to order the available assets to be transferred to the public body designated as the Successor Agency by the Bill. 99 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Management believes, in consultation with legal counsel, that the obligations of the former Redevelopment Agency due to the City are valid enforceable obligations payable by the successor agency trust under the requirements of the Bill. The City’s position on this issue is not a position of settled law and there is considerable legal uncertainty regarding this issue. It is reasonably possible that a legal determination may be made at a later date by an appropriate judicial authority that would resolve this issue unfavorably to the City. In accordance with the timeline set forth in the Bill (as modified by the California Supreme Court on December 29, 2011) all redevelopment agencies in the State of California were dissolved and ceased to operate as a legal entity as of February 1, 2012. Prior to that date, the final seven months of the activity of the Redevelopment Agency continued to be reported in the governmental funds of the City. After the date of dissolution, the assets and activities of the dissolved redevelopment agency are reported in a fiduciary fund (private-purpose trust fund) in the financial statements of the City. The transfer of the assets and liabilities of the former Redevelopment Agency as of February 1, 2012 (effectively the same date as January 31, 2012) from governmental funds to fiduciary fund was reported as an extraordinary gain/(loss) in the governmental fund financial statements. The receipt of these assets and liabilities as of February 1, 2012 was reported in the private-purpose trust fund as an extraordinary gain/(loss). Because of the different measurement focus of the governmental funds resources measurement focus) and the measurement focus of the trust resources measurement focus), the extraordinary gain/(loss) recognized in funds was not the same amount as the extraordinary gain/(loss) that was fiduciary fund financial statements. (current financial funds (economic the governmental recognized in the Total extraordinary gain/(losses) recorded in the former Redevelopment Agency governmental funds and the statement of changes in fiduciary net position were $17,722,427 and $(58,660,622) respectively. The difference between the extraordinary loss recognized in the governmental fund financial statement and the fiduciary fund financial statement is reconciled as follows: Reconciliation of the Extraordinary Losses Reported in the Governmental Funds Statements to the Fiduciary Fund Statement of Changes in Net Position Extraordinary Loss Reported in the Governmental Funds Statements (Considered as extraordinary gain for the fiduciary fund) $ 17,722,427 Amounts reported in the statement of change in fiduciary net position are different because: Capital assets net of depreciation received by the Successor Agency as an extraordinary gain was not reported in the governmental fund statements. 4,725,470 Removing unavailable amounts from long-term receivable 500,000 Long-term debt acquired from the former Redevelopment Agency as an extraordinary loss was not reported in the governmental fund statements. Extraordinary Loss Reported in the Fiduciary Fund Financial Statement 100 (81,608,519) $ (58,660,622) CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 A. Cash and Investment The City of Corona maintains a cash and investment pool that is available for all City activities, including the Successor Agency Trust fund. Cash and investments reported in the Statement of Fiduciary Net Position consisted of the following: Amount Cash and Investments Pooled with the City Cash and Investments with Fiscal Agent Total Cash and Investments $ $ 22,908,385 7,873,539 30,781,924 The Successor Agency to the former Redevelopment Agency of the City adopted all applicable City’s rules, regulations, policies and guidelines by a resolution approved by the City Council on March 21, 2012, and later approved by the Oversight Board. The City manages the Successor Agency’s cash and investment in a consistent manner as the rest of its cash and investment pool. Refer to Note 2 for additional information regarding the type of investments and risks. B. Loans Receivable Loans/Notes Fender Museum of Arts Foundation Note Receivable Total Loans/Notes Receivable Amount $ $ 500,000 500,000 The Fender Museum of the Arts Foundation note receivable was entered in July 2002 for $500,000 with a 4.0% of interest rate. First payment is due in July 2014, and full payment is due in 2019. C. Capital Assets The capital assets reported in the Successor Agency Trust fund was accounted for under the governmental activities prior to February 1, 2012. With the dissolution of the former Redevelopment Agency, they are transferred to the Successor Agency Trust. Capital assets of the Successor Agency Trust at June 30, 2012 are presented on the following page. 101 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Balance February 1, 2012 Fiduciary Activities: Capital assets not being depreciated: Land Total Capital Assets Not Being Depreciated $ Increases 1,275,529 1,275,529 Capital assets being depreciated: Buildings and Improvements Machinery and Equipment Total Capital Assets Being Depreciated $ - 5,751,555 38,175 5,789,730 Less accumulated depreciation for: Buildings and Improvements Machinery and Equipment Total Accumulated Depreciation Total Net Depreciable Capital Assets Fiduciary Capital Assets, Net of Depreciation Balance June 30, 2012 $ $ - - - (108,670) (1,122) (109,792) (109,792) (109,792) $ - - - (2,310,691) (29,098) (2,339,789) 3,449,941 4,725,470 $ Decreases 5,751,555 38,175 5,789,730 - - $ - 1,275,529 1,275,529 (2,419,361) (30,220) (2,449,581) 3,340,149 $ 4,615,678 D. Long-Term Obligations The following long-term obligations were transferred from the former Redevelopment Agency of the City to the Successor Agency Trust as of February 1, 2012 as a result of the dissolution. As of June 30, 2012, the balances of the Successor Agency long-term debts are presented below: 1996 Project Area "A" Housing SetAside Tax Allocation Bonds Balance February 1, 2012 Incurred or Issued $ $ 5,220,000 2004 Project Area "A" Tax Allocation and Refunding Bonds 26,260,000 2007 Temescal Canyon Project Area Tax Allocation Bonds 19,870,000 2007 Merged and Amended Project Area "A" Tax Allocation Bonds 27,495,000 $ - Amounts Due Within One Year Balance June 30, 2012 $ 5,220,000 $ 405,000 Amounts Due in More than One Year $ 4,815,000 26,260,000 1,715,000 24,545,000 19,870,000 680,000 19,190,000 27,495,000 500,000 26,995,000 2,029,240 1,130,019 899,221 - - - Long Term Agreement Payable Total - Satisfied or Matured 2,763,519 $ 81,608,519 734,279 $ - 102 $ 734,279 $ 80,874,240 $ 4,430,019 $ 76,444,221 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 1996 Project Area “A” Set-Aside Tax Allocation Bonds On October 15, 1996, the former Redevelopment Agency of the City of Corona issued $9,355,000 of Redevelopment Project Area “A” Housing Set-Aside Tax Allocation Bonds to provide funds for a portion of the costs of reconstruction and rehabilitation of an apartment complex of approximately 160 units by the Southern California Housing Development Corporation and certain other activities for the provision of low and moderate income housing within the Project Area. The bonds were issued for sale to the Corona Public Financing Authority (CPFA) pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of Chapter 5 of Division 2 of Title 1 (commencing with Section 6584) of the California Government Code (the “JPA Law”). The bonds purchased by the CPFA were resold concurrently to the underwriter. The outstanding bonds bear interest from 5.40% to 5.63% and are due in annual installments ranging from $365,000 to $385,000 through September 1, 2011, with term bonds of $2,255,000 due September 1, 2016 and $2,965,000 due September 1, 2021. The bonds are payable from pledged revenues of the former Housing Set-Aside fund of the Agency. With the dissolution of the Redevelopment Agency, the pledge is on the overall property tax distributed by the State. The annual debt service requirements for the 1996 Redevelopment Tax Allocation Bonds are presented below: Fiscal Year 2013 2014 2015 2016 2017 2018-2022 Totals 1996 Set-Aside Tax Allocation Bonds Principal Interest Total $ 405,000 $ 279,669 $ 684,669 425,000 256,844 681,844 450,000 232,781 682,781 475,000 207,344 682,344 500,000 180,531 680,531 2,965,000 435,234 3,400,234 $ 5,220,000 $ 1,592,403 $ 6,812,403 2004 Project Area “A” Tax Allocation and Refunding Bonds The $36,910,000 of Redevelopment Project Area “A” 2004 Tax Allocation and Refunding Bonds were issued to refund the former Redevelopment Agency’s 1994 Tax Allocation Refunding Bonds, which were issued to refinance the cost of public capital improvements benefitting the Agency’s Merged Project Area “A”. The bond issue will reduce debt service payments for the Agency by $7,015,420 with an economic gain of $3,226,023 or 8.233% as a percent of refunded bonds. The bonds bear interest from 4.50% to 5.35% and are due in annual installments ranging from $1,610,000 to $2,795,000. The bonds are payable from pledged tax increment revenues of the former Redevelopment Agency under the indenture. With the dissolution of the Redevelopment Agency, the pledge is on the overall property tax distributed by the State. The annual debt service requirements for the 2004 Redevelopment Tax Allocation Bonds are presented on the following page. 103 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2024 Totals 2004 Tax Allocation Bonds Principal Interest $ 1,715,000 $ 1,183,631 $ 1,785,000 1,118,006 1,850,000 1,047,537 1,925,000 972,038 2,000,000 883,538 11,530,000 2,852,644 5,455,000 276,125 $ 26,260,000 $ 8,333,519 $ Total 2,898,631 2,903,006 2,897,537 2,897,038 2,883,538 14,382,644 5,731,125 34,593,519 2007 Temescal Canyon Project Area Tax Allocation Bonds The $22,155,000 of Temescal Canyon Project Area 2007 Tax Allocation Bonds were issued to facilitate the transformation of a former mining facility and blighted area into developed backbone infrastructure improvements within the project area. The bonds bear interest from 4.00% to 4.50% and are due in annual installments ranging from $535,000 to $735,000, with term bonds of $1,475,000 due November 1, 2022, $1,515,000 due November 1, 2024, $1,650,000 due November 1, 2026, $2,760,000 due November 1, 2029 and $3,155,000 due November 1, 2032. The escrow term bonds in the amount of $3,465,000 bear interest at 4.50% and are due November 1, 2032. The bonds are payable from pledged tax increment revenues of the former Redevelopment Agency under the indenture. With the dissolution of the Redevelopment Agency, the pledge is on the overall property tax distributed by the State. The annual debt service requirements for the 2007 Redevelopment Tax Allocation Bonds are presented below: Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028-2032 2033 Totals 2007 Temescal Canyon Tax Allocation Bonds Principal Interest Total $ 680,000 $ 850,696 $ 1,530,696 700,000 822,596 1,522,596 730,000 793,484 1,523,484 760,000 763,146 1,523,146 795,000 731,484 1,526,484 4,295,000 3,125,933 7,420,933 4,730,000 2,150,603 6,880,603 5,845,000 981,338 6,826,338 1,335,000 30,038 1,365,038 $ 19,870,000 $ 10,249,318 $ 30,119,318 104 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 2007 Project Area “A” Taxable Tax Allocation Bonds The $29,550,000 of Project Area “A” 2007 Taxable Tax Allocation Bonds were issued on a parity basis with the 2004 Tax Allocation Bonds to further facilitate the rehabilitation of a retail center and the development of mixed used commercial, hotel, office and light industrial projects within the Merged Downtown project area. The bonds bear interest from 4.84% to 6.25% and are due in annual installments ranging from $450,000 to $1,140,000, with term bonds of $23,850,000 due September 1, 2027. The bonds are payable from tax increment revenues of the Agency received from the project area. The annual debt service requirements for the 2007 Project Area “A” Tax Allocation Bonds are presented below: Fiscal Year 2013 2014 2015 2016 2017 2018-2022 2023-2027 2028 Totals 2007 Project Area "A" Tax Allocation Bonds Principal Interest Total $ 500,000 $ 1,673,018 $ 2,173,018 1,140,000 1,630,702 2,770,702 460,000 1,588,944 2,048,944 485,000 1,563,629 2,048,629 515,000 1,536,267 2,051,267 3,055,000 7,170,750 10,225,750 14,870,000 5,148,606 20,018,606 6,470,000 202,317 6,672,317 $ 27,495,000 $ 20,514,233 $ 48,009,233 Long-Term Developer Agreement Payable Pursuant to a Promissory Note set forth in the Purchase and Sale Agreement dated June 17, 2009 between the former Redevelopment Agency and Sherborn, LLC, the former Redevelopment Agency recorded an obligation in the amount of $5,167,326 in exchange of land from Sherborn, LLC for potential redevelopment activities. The terms of this developer agreement provides semiannual payments of $600,000, including 4.0% accrued interest, to the developer. The maturity date of the Note is July 15, 2020. As of June 30, 2012, the balance of the Note was $2,029,240. Pledged Revenue for Tax Allocation Bonds The City pledged, as security for bonds issued, either directly or through the Financing Authority, a portion of tax increment revenue (including Low and Moderate Income Housing set-aside and pass through allocations) that it receives. The bonds issued were to provide financing for various capital projects, accomplish Low and Moderate Income Housing projects and to defease previously issued bonds. Assembly Bill 1X 26 provided that upon dissolution of the Redevelopment Agency, property taxes allocated to former redevelopment agencies no longer are deemed tax increment but rather property tax revenues and will be allocated first to successor agencies to make payments on the indebtedness incurred by the dissolved redevelopment agency. Total principal and interest remaining on the debt is $119,534,473 with annual debt service requirements as indicated below. For the current year, the total property tax revenue recognized by the City and the Successor Agency for the payment of indebtedness incurred by the dissolved redevelopment agency was $21,055,021 and the debt service obligation on the bonds was $7,301,432. 105 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Successor Agency Tax Allocation Bonds Rating On July 5, 2012 Standard & Poor’s Rating Services (S&P) placed all investment-grade Tax Allocation Bonds (TABs) on CreditWatch with negative implications after the passage of Assembly Bill (AB) 1484. On September 24, 2012, S&P removed the TABs originally issued by the City of Corona from its negative credit watch, and reaffirmed their A- underlying rating with a stable outlook. E. Commitments and Contingencies The Successor Agency is covered under the City of Corona's insurance policies. Therefore, the limitation and self-insured retentions applicable to the City also apply to the Successor Agency. Additional information as to coverage and self-insured retentions can be found in Note 17. On April 20, 2012, pursuant to Health and Safety Code Section 34167.5, the California State Controller issued an order to cities, counties, and agencies, directly or indirectly receiving assets from a redevelopment agency after January 1, 2011, to reverse the transfer and return assets to successor agency. In August 2012, the California State Controller has started to specifically review and audit cities, counties, and public agencies to ensure that all applicable asset transfers have been reversed. Any reversals of transfers are not reflected in the City’s financial statements as of June 30, 2012. At June 30, 2012, the Successor Agency was involved as a defendant in several lawsuits arising out of the ordinary conduct of its affairs. It is the opinion of management that settlements of these lawsuits, including losses for claims that are incurred but not reported, if any, will not have a material effect on the financial position of the Successor Agency. F. Subsequent Events – Successor Agency Assembly Bill 1484 established a requirement for the successor agency to remit to the County auditor-controller three payments as determined by the auditor-controller which consist of a payment to be made in July 2012 for taxing entities’ share of December 2011 property tax distribution to redevelopment agency/successor agency, a payment to be made in November 2012 related to Low-Moderate Income Housing Fund Due Diligence Review for unencumbered cash, and a payment to be made in April 2013 related to the other Redevelopment Funds Due Diligence Review for unencumbered cash. As of the date of the report, there was no payment required in July 2012, the Low-Moderate Income Housing Due Diligence Review currently resulted in an amount due of $9,608,889 which has not been confirmed by the Department of Finance, and the other Redevelopment Funds Due Diligence Review is currently in progress and has not been determined. 22. Subsequent Events Subsequent events have been evaluated through November 28, 2012, which is the date of the independent auditors’ report. 106 CITY OF CORONA Notes to the Basic Financial Statements Year Ended June 30, 2012 Bond Issuance On August 1, 2012, the Corona Utility Authority closed on $35,880,000 Water Revenue Bonds for the advanced refunding of the CPFA 1998 Water Revenue Bonds, portion of the CPFA 2003 Certificates of Participation, and the construction of certain reservoir and blending facility. Bond Defeasances On September 1, 2012, the City fully defeased its CPFA 2002 Lease Revenue Bonds, Series B, with the proceeds from the 2012 Refunding Lease Agreement with Compass Mortgage Corporation, a private lending institution. The 2012 Refunding Lease Agreement was entered on June 1, 2012. Total lease payment amount was $32,026,834, including present value of $25,265,511, and $6,761,323 representing interest. On August 1, 2012, the City advance refunded its CPFA 1998 Water Revenue Bonds and the Recycled Water portion of its 2003 Certificates of Participation by placing the proceeds of the Corona Utility Authority 2012 Water Revenue Bonds into two separate irrevocable trusts. On September 1, 2012, the CPFA 1998 Water Revenue Bonds were fully defeased. The 2003 Recycled Water COPs will be called on September 1, 2013. 107 108 Required Supplementary Information Required Supplementary Information consists of the following: x Budgetary Information x Budgetary Comparison Schedule – General Fund x Budgetary Comparison Schedules – Major Special Revenue Funds x General Fund Expenditure Control Budget (ECB) Reserves x Modified Approach for City Streets Infrastructure Capital Assets x Other Post-Employment Benefits (OPEB) Plan Funding Progress x Pension Plan Funding Progress 109 110 CITY OF CORONA Required Supplementary Information June 30, 2012 BUDGETARY INFORMATION Through the budget, the City Council sets the direction of the City, allocates its resources and establishes its priorities. The Annual Budget assures the efficient and effective uses of the City's economic resources, as well as establishing that the highest priority objectives are accomplished. An annual budget serves a fiscal period from July 1 to June 30, and is a vehicle that accurately and openly communicates these priorities to the community, businesses, vendors, employees and other public agencies. Additionally, it establishes the foundation of effective financial planning by providing resource planning, performance measures and controls that permit the evaluation and adjustment of the City's performance. The City’s annual budget is prepared and based on four expenditure categories; personnel, supplies and services, minor capital outlay and capital improvement programs. The first three listed are considered operational in nature and known as recurring costs. Capital improvement projects are asset acquisitions, facilities, systems, and infrastructure improvements typically over $50,000, and/or items “outside” of the normal operational budget. These are known as one-time costs. The City collects and records revenue and expenditures within the following categories: x Governmental activities x Business-type activities The governmental funds include the General Fund, special revenue, debt service and capital projects funds. All funding sources are kept separate for both reporting and use of the money. The General Fund is where most City services are funded that are not required to be segregated. Corona follows the General Fund Expenditure Control Budget, or ECB, guidelines as outlined in the budget resolution. The budget process begins as a team effort in January of each year, starting with an annual strategic planning meeting. Then the individual departments use projected revenue assumptions to prioritize and recommend the next fiscal year’s objectives. The City Manager’s Office and the Finance Department review all budget proposals and revenue assumptions, as well as all current financial obligations before preparing the document that is proposed to the City Council. The City Council reviews the Proposed Budget through a series of committees and workshops and the final adoption of the budget is scheduled for the second City Council meeting in June. Budgets and Budgetary Accounting The City uses the following procedures in establishing the budgetary data reflected in the financial statements: 1. Before the beginning of the fiscal year the City Manager submits to the City Council a proposed budget for the year commencing July 1. 111 CITY OF CORONA Required Supplementary Information June 30, 2012 2. A public meeting is conducted to obtain taxpayer comments. 3. The budget is subsequently adopted through passage of a resolution and is not included herein but is published separately. 4. All appropriations are as originally adopted or as amended by the City Council and all unencumbered budgeted amounts lapse at year-end, except in the General Fund where an expenditure control budget policy may allow departments to carryover a portion of the unexpended amounts into the next fiscal year. 5. Continuing appropriations are re-budgeted by the City Council as part of the adoption of subsequent year’s budgets. 6. Legally adopted budget appropriations are set for the General Fund, special revenue, debt service and capital projects funds. 7. The legal level of budgetary control is at the department level. A Department Director may transfer appropriations within the department. Expenditures may exceed appropriations at this level in the General Fund to the extent provided for in the annual budget resolution adopted by the City Council. The City Council, by the affirmative vote of three members, may amend the budget to add or delete appropriations, transfer between appropriations within a fund or change appropriation transfers between funds. 8. Budgets for General Fund, special revenue, debt service and capital projects funds are adopted on a basis consistent with generally accepted accounting principles. For Fiscal Year 2011-12, total ECB savings amount including carryover was $2,220,357. This amount was included in the committed fund balance in the General Fund as of June 30, 2012. A list of ECB savings by department is presented on the following page. Department City Council Management Services Human Resources Information Technology General Government Finance Community Development Police Public Works Library Parks and Community Services Total Total ECB Savings $ 3,575 50,783 33,327 179,721 22,429 67,389 145,024 971,295 353,881 114,301 278,632 $ 112 2,220,357 CITY OF CORONA Required Supplementary Information June 30, 2012 The budget for Fiscal Year 2011-12 was the eighteenth year that the budget was prepared in accordance with the ECB policies adopted by the City Council for the General Fund. Departments are given increased flexibility and incentives for meeting their goals as well as being assigned greater accountability for their performance in carrying out their mission. Major discrepancies between original budget and final budget are explained as follows: General Fund Starting from the original budget and adding the prior year continuing appropriations of $2.2 million for capital projects and grants, and another $0.6 million in committed purchase orders that were carried forward, there was a net budgetary increase of $1.6 million in the General Fund. In December 2011, a retirement incentive program was offered to eligible employees. As a result, a total of 49 positions were eliminated and removed from the budget. The net budget reduction was $0.5 million, as there were additional costs to fund the program and the cost to pay retirees’ leave balances. There were budget increases of $2.0 million for ECB budget savings approved for various departments, an increase of $0.5 million for funds received as donations, and another $0.5 million approved to account for ongoing activities being shifted due to the dissolution of the former Redevelopment Agency of the City of Corona. Development Special Revenue Fund Continuing appropriations of $9.0 million and $0.2 million in committed purchase orders were carried forward from the prior fiscal year for various capital projects resulting in a final budget of $11.9 million. Major discrepancies between final budget and actual expenditures are explained as follows: General Fund Total revenues for the General Fund were $5.6 million higher than the final budget. Sales and use taxes were higher by $3.3 million due to the economy showing quarterly percent growth rate increases. The other revenue category had a favorable variance of $1.7 million for the current fiscal year due to unexpected miscellaneous income, donations, and developer paid improvements. The current services revenue category also had a favorable variance of $1.1 million, due to additional revenues received for reimbursed expenditures, plan check fees, and emergency medical services. Actual expenditures had a favorable variance of $5.0 million, partially due to the $2.8 million in unspent capital outlay budget that will be carried over to the next fiscal year. Savings in other functional categories contributed to the other $2.2 million favorable variance. Development Special Revenue Funds Actual revenue received for the fiscal year ended June 30, 2012 was $3.6 million more than the final budgeted amount, primarily due to development impact revenues received from a large scale development project taking place in the City. Total expenditures ended with a favorable budgetary variance of $9.9 million in capital outlay funds represents projects not completed within the current fiscal year. These amounts will be carried over to the next fiscal year. 113 CITY OF CORONA Required Supplementary Information June 30, 2012 Budgetary Comparison Schedule – General Fund For Fiscal Year Ended June 30, 2012 Actual Amounts Budgeted Amounts Original Final Revenues: Property Taxes Other Taxes Licenses, Fees, and Permits Fines and Penalties Investment Earnings Intergovernmental Revenue Current Services Other Revenue Payments in Lieu of Services $ Total Revenues Expenditures: General Government: City Council Management Services City Treasurer Human Resources Information Technology Finance Administrative Services Community Development Public Safety: Fire Police Public Works Culture and Recreation: Library Parks and Community Services Non-Departmental: General Government Debt Service - Principal and Interest Capital Outlay Total Expenditures Deficiency of Revenues Under Expenditures Other Financing Sources (Uses): Transfers from Other Funds Transfers to Other funds Total other financing sources 34,179,147 35,395,177 1,095,586 1,887,500 2,634,412 641,869 12,391,479 15,125,372 9,820,574 $ 34,179,147 35,395,177 1,095,586 1,887,500 2,634,412 641,869 12,391,479 15,125,372 9,820,574 $ $ (609,577) 3,568,829 599,420 (113,310) (168,011) 246,343 1,742,044 1,072,159 (727,249) 113,171,116 113,171,116 118,781,764 5,610,648 151,535 1,227,344 15,468 1,983,618 1,903,581 3,502,442 3,139,353 152,656 1,352,389 15,468 1,995,768 1,875,763 3,406,914 1,435,477 3,127,361 145,985 1,322,754 12,771 1,553,951 1,874,499 3,287,569 1,375,895 2,913,658 6,671 29,635 2,697 441,817 1,264 119,345 59,582 213,703 21,795,237 43,197,742 16,813,668 22,853,662 41,177,951 17,181,914 22,838,646 40,487,713 15,912,608 15,016 690,238 1,269,306 2,210,959 6,961,429 2,536,685 7,450,240 2,536,685 7,346,263 103,977 10,505,487 4,809,121 3,100,990 12,336,222 4,809,691 4,047,109 11,118,194 4,681,377 1,220,738 1,218,028 128,314 2,826,371 121,317,974 125,755,270 118,629,306 7,125,964 12,736,612 (8,146,858) (12,584,154) 152,458 4,423,987 4,235,822 188,165 5,593,987 6,610,822 (1,016,835) 2,148,048 2,110,661 37,387 Extraordinary Items: Corona Redevelopment Agency Dissolution Net Change in Fund Balances 33,569,570 38,964,006 1,695,006 1,774,190 2,466,401 888,212 14,133,523 16,197,531 9,093,325 Variance with Final Budget (3,445,939) 4,500,161 1,054,222 (2,130,276) $ (7,958,693) Fund Balance - Beginning of Year, Restated Fund Balance - Ending $ (13,600,989) (1,940,431) $ 114 78,496,536 76,556,105 $ 13,790,834 CITY OF CORONA Required Supplementary Information June 30, 2012 Budgetary Comparison Schedule – Development Special Revenue Fund For Fiscal Year Ended June 30, 2012 Budgeted Amounts Original Final Revenues: Licenses, Fees and Permits Investment Earnings Intergovernmental Revenue Other Revenues Payments in Lieu of Services $ Total Revenues Expenditures: Public Safety: Fire Police Public Works Culture and Recreation: Library Parks Non-Departmental: Debt Service - Principal and Interest Capital Outlay Total Expenditures Excess (deficit) revenue over expenditures Other Financing Sources (Uses): Transfers from other Funds Transfers to other funds Total other financing sources (uses) Net Change in Fund Balances $ 549,200 452,662 549,200 452,662 $ Variance with Final Budget 174,720 174,720 3,695,931 363,050 257,787 2,554 451,200 1,176,582 1,176,582 4,770,522 141 206,427 47,996 170,070 141 206,286 170,070 206,286 (206,286) - 9,609 76,714 9,610 76,714 (1) - 2,324,113 999,968 10,430,180 999,968 534,448 9,895,732 2,372,250 11,892,968 1,997,237 9,895,731 (1,195,668) (10,716,386) 2,773,285 13,489,671 184,209 (184,209) 32,216 511,425 (479,209) (1,379,877) $ (11,195,595) Fund Balance - Beginning of Year Fund Balance - End of Year $ Actual Amounts 477,832 (477,832) 2,295,453 $ 115 4,468,136 6,763,589 $ 3,146,731 (89,612) 257,787 2,554 276,480 3,593,940 (32,216) 33,593 1,377 $ 13,491,048 CITY OF CORONA Required Supplementary Information June 30, 2012 Budgetary Comparison Schedule – Redevelopment Special Revenue Fund For Fiscal Year Ended June 30, 2012 Actual Amounts Budgeted Amounts Original Final Revenues: Property Taxes Fines and Penalties Investment Earnings Other Revenues $ 24,800,004 2,400 788,134 714,244 $ 24,800,004 $ 2,400 788,134 714,244 Total Revenues 26,304,782 Expenditures: Management Services Human Resources Finance Community Development Police Public Works Administrative Services Non-Departmental: Debt Service - Principal and Interest Capital Outlay Total Expenditures Excess (deficit) revenue over expenditures Other Financing Sources (Uses): Transfers from other Funds Transfers to other funds Total other financing sources (uses) $ 2,436,947 $ (22,363,057) 34,993 88,259 (753,141) (625,985) 26,304,782 2,560,199 (23,742,183) 415,529 56,970 231,154 129,503 78,545 136,324 4,513,396 264,182 34,948 139,969 79,993 48,111 86,553 4,475,239 264,182 34,948 139,969 79,993 48,111 86,553 45,258 14,845,069 4,981,061 14,846,919 4,101,722 540,798 14,306,121 4,101,722 25,387,551 24,077,636 1,239,812 22,837,824 917,231 2,227,146 1,320,387 5,505,552 4,260,552 1,245,000 5,505,552 4,260,552 1,245,000 - 4,429,981 (906,759) (5,505,552) 4,260,552 (1,245,000) - Extraordinary Items: Corona Redevelopment Agency Dissolution Net Change in Fund Balances Variance with Final Budget (2,679,625) $ 2,162,231 $ 3,472,146 (1,359,238) Fund Balance - Beginning of Year, Restated $ (4,831,384) 1,359,238 Fund Balance - End of Year $ - Major discrepancies between budget and actual expenditures in the Redevelopment Special Revenue fund were due to the dissolution of the former Corona Redevelopment Agency with the passage of Assembly Bill No. 26. The special revenue fund contains only 7 months of activities. Effective February 1, 2012, the activities of the former Corona Redevelopment Agency were reported in the Successor Agency Trust fund. For additional information, please refer to Note 21. 116 CITY OF CORONA Required Supplementary Information June 30, 2012 MODIFIED APPROACH FOR CITY STREETS INFRASTRUCTURE CAPITAL ASSETS In accordance with GASB Statement No. 34, the City is required to account for and report infrastructure capital assets. The City defines infrastructure as the basic physical assets including the street system; water purification and distribution system; water reclamation collection and treatment system; park and recreation lands and improvement system; storm water conveyance system; and buildings combined with site amenities such as parking and landscaped areas used by the City in the conduct of its business. Each major infrastructure system can be divided into subsystems. For example, the street system can be divided into concrete and asphalt pavements, concrete curb and gutters, sidewalks, medians, streetlights, traffic control devices (signs, signals and pavement markings), landscaping and land. Subsystem detail is not presented in these basic financial statements; however, the City maintains detailed information on these subsystems. The City has elected to use the “modified approach” as defined by GASB Statement No. 34 for infrastructure reporting for its Streets Pavement System. Under GASB Statement No. 34, eligible infrastructure capital assets are not required to be depreciated under the following requirements: x The City manages the eligible infrastructure capital assets using an asset management system with characteristics of (1) an up-to-date inventory; (2) condition assessments and summary of results using a measurement scale; and (3) estimation of annual amount needed to maintain and preserve the assets at the established condition assessment level. x The City documents that the eligible infrastructure capital assets are being preserved approximately at or above the established and disclosed condition assessment level. The City commissioned a study to update the physical condition assessment of the streets in October 2011 and a final report was completed in August 2012. The prior assessment study was completed in November 2009. The streets, primarily concrete and asphalt pavements were defined as all physical features associated with the operation of motorized vehicles that exist within the limits of right of way. City owned streets are classified based on land use, access and traffic utilization into the following four classifications: arterial/major, secondary, collector and local. This condition assessment will be performed every three years. Each street was assigned a physical condition based on 17 potential defects. A Pavement Condition Index (PCI), a nationally recognized index, was assigned to each street and expressed in a continuous scale from 0 to 100, where 0 is assigned to the least acceptable physical condition and 100 is assigned the physical characteristics of a new street. The following conditions were defined: Condition Rating Excellent Very Good Good Fair Poor Very Poor Distressed 86-100 71-85 56-70 41-55 26-40 11-25 0-10 117 CITY OF CORONA Required Supplementary Information June 30, 2012 The City Policy is to achieve an average rating of 70 for all streets, which is a good rating. This rating allows minor cracking and raveling of the pavement along with minor roughness that could be noticeable to drivers traveling at the posted speeds. As of June 30, 2012, the City’s street system was rated at a PCI index of 74 on the average with the detail condition as follows: Condition % of Streets Excellent to Good Fair Poor to Distressed 72% 16% 12% The City’s streets are constantly deteriorating resulting from the following four factors: (1) traffic using the streets; (2) the sun’s ultra-violet rays drying out and breaking down the top layer of pavement; (3) utility company/private development interests trenching operations; and (4) water damage from natural precipitation and other urban runoff. The City is continuously taking actions to arrest the deterioration through short-term maintenance activities such as pothole patching, street sweeping, and sidewalk repair. The City expended $4,711,673 on street maintenance for the fiscal year ended June 30, 2012. These expenditures delayed deterioration, however, it did not seem sufficient to maintain the street condition from the previous assessment. The condition of the streets fell from the average rating of 81 in the prior year to 74 in the current year. The City has estimated that the amount of annual expenditures required to maintain the current average PCI rating of 74 through the year 2021 is a minimum of $8,600,000. A schedule of the estimated annual amount required to maintain and preserve its streets at the current level compared to actual expenditures for street maintenance for the last five years is presented below: Fiscal Year 2007-08 2008-09 2009-10 2010-11 2011-12 Maintenance Requirement $ 9,500,000 6,800,000 6,800,000 6,800,000 8,600,000 Actual Expenditures 9,498,837 5,794,148 5,224,027 4,675,239 4,711,673 PCI Rating 75 79 79 81 74 The City also has an on-going street rehabilitation program funded in the Capital Improvement Program that is intended to improve the condition rating of City streets. The rehabilitation program is formulated based on deficiencies identified as a part of its Pavement Management System (PMS). As of June 30, 2012, approximately 28% of the City's streets were rated below the average standard of 70. This represents an increase of 14% over the 2009 assessment when the City had 14% of its streets rated below 70. The City will continue to rehabilitate these segments of the streets. Total deficiencies identified in the PMS amounted to approximately $95.0 million for all streets over the next ten years, with $21.0 million in deficiencies on street segments rated below the PCI of 70. 118 CITY OF CORONA Required Supplementary Information June 30, 2012 OTHER POST-EMPLOYMENT BENEFITS (OPEB) PLAN FUNDING PROGRESS A schedule of funding progress including the past two actuarial valuations is presented below: Schedule of Funding Progress - Other Post-Employment Benefit Plan Actuarial Valuation Date Actuarial Accrued Liability (A) Actuarial Value of Assets (B) Unfunded Actuarial Accrued Liability (UAAL) (A) - (B) Funded Ratio (B) / (A) Annual Covered Payroll (C) UAAL as a Percentage of Covered Payroll ((A - B) / C) 07/01/2009 101,811,000 6,796,000 95,015,000 6.7% 49,298,000 192.7% 07/01/2010 106,454,000 9,840,000 96,614,000 9.2% 50,900,185 189.8% 07/01/2011 96,530,244 16,182,147 80,348,097 16.8% 50,192,076 160.1% The City implemented GASB 57, OPEB Measurements by Agent Employers and Agent MultipleEmployer Plans on July 1, 2011. The most recent actuarial valuation for the City’s OPEB plan was obtained as of June 30, 2011 for the two years ending June 30, 2012 and 2013. Please refer to Note 14 for information regarding actuarial assumptions and amortization methods. PENSION BENEFITS PLAN FUNDING PROGRESS A schedule of funding progress including the past three actuarial valuations is presented below: Schedule of Fund Progress - Pension Benefits Plan Unfunded Actuarial Accrued Funded Liability (UAAL) Ratio (A) - (B) (B) / (A) Actuarial Valuation Date Actuarial Accrued Liability (AAL) (A) Actuarial Value of Assets (B) Miscellaneous Employees Group 06/30/09 06/30/10 06/30/11 $ 217,616,331 239,840,884 252,000,728 $ 156,236,949 165,107,463 175,764,654 $ 61,379,382 74,733,421 76,236,074 71.8% $ 30,576,507 68.8% 30,614,756 69.7% 29,739,813 200.7% 244.1% 256.3% Police Safety Employees Group 06/30/09 06/30/10 06/30/10 $ 127,759,493 138,322,555 150,077,438 $ 95,340,649 103,602,154 112,138,994 $ 32,418,844 34,720,401 37,938,444 74.6% $ 16,432,919 74.9% 17,236,508 74.7% 16,104,315 197.3% 201.4% 235.6% 119 Annual Covered Payroll (C) UAAL as a Percentage of Covered Payroll ((A - B) / C) 120 Supplementary Information Supplementary Information consists of the following: x Combining Balance Sheet – Nonmajor Governmental Funds x Combining Statement of Revenues, Expenditures, and Changes in Fund Balances – Nonmajor Governmental Funds x Combining Schedule of Revenues, Expenditures, and Changes in Fund Balances – Budget and Actual x Combining Statement of Net Position – Nonmajor Enterprise Funds x Combining Statement of Revenue, Expenses, and Changes in Net Position – Nonmajor Enterprise Funds x Combining Statement of Cash Flows – Nonmajor Enterprise Funds x Combining Statement of Net Position – Internal Service Funds x Combining Statement of Revenue, Expenses, and Changes in Net Position – Internal Service Funds x Combining Statement of Cash Flows – Internal Service Funds x Fiduciary Funds Combining Statement of Changes in Assets and Liabilities 121 122 Nonmajor Governmental Funds Special Revenue Funds Gas Tax Fund – This fund is used to account for receipts and expenditures of money apportioned under Street and Highway Code Section 2105, 2106, 2107 and 2107.5 of the State of California. Measure A Fund – This fund is used to account for money generated by a half percent sales tax approved by the voters in 1989. This money is used to maintain and construct local streets and roads. Trip Reduction Fund – This fund is used to account for allocations made by AB2766 known as the Clean Air Act. The money is used to provide means and incentives for ridesharing in order to reduce traffic and air pollution. Asset Forfeiture Fund – This fund is used to account for asset seizures and forfeitures resulting from police investigations and court decisions. Special Tax District Fund – This fund is used to account for revenues derived from annual assessments which are used to pay the cost incurred by the City for landscape maintenance, street light maintenance, and the City's Business Improvement District. Other Grants and Endowments Fund – This fund is used to account for receipts and expenditures of money received from various governmental grants and various library endowments. Debt Service Funds Assessment Districts Fund – This fund is used to account for assessment collections and payments for principal and interest and providing reserves related to Assessment District Bonds. Public Financing Authority Fund – This fund is used to account for debt service transactions including revenue collections and payments of principal and interest on long-term obligations of the component unit. 123 Combining Financial Statements Nonmajor Governmental Funds Capital Project Funds Public Facility Project Fund – This fund is used to account for transactions related to proceeds from debt and other resources and their use to acquire and construct certain capital facilities. HUD Grants Fund – This fund is used to account for grants from the Department of Housing and Urban Development (HUD) and expenditures for the block grant programs as approved by the City Council. Planned Local Drainage Fund – This fund is used to account for storm water drainage fees from developers as a result of City ordinance 1279. The money is used to construct water drainage facilities within a drainage area. Other Grants Fund – This fund is used to account for receipts and expenditures of money received from various governmental grants. 124 125 CITY OF CORONA Combining Balance Sheet Nonmajor Governmental Funds June 30, 2012 Special Revenue Gas Tax Measure A Cash and Investments Accounts Receivable, Net Interest Receivable Due from Other Governmental Agencies Long-term Receivable Loans Receivable Restricted Assets: Cash and Investments $ 2,872,422 11,358 421,647 - $ 10,673,615 3,433 42,268 501,120 - 9,100 49,411 Total Assets $ 3,314,527 $ 11,269,847 Trip Reduction Asset Forfeiture Special Tax Districts Other Grants & Endowments Assets $ 277,959 1,096 47,570 - $ - 673,266 2,645 - $ 11,762,877 46,359 256,303 - - 349,659 $ 12,415,198 $ 899,615 425,722 333,851 - $ 66,741 40,868 235,284 - $ 326,625 $ 675,911 $ 11 - $ 1,587 7,864 - $ 633,432 2,460 2,470 261,253 - Liabilities, Deferred Inflow of Resources, and Fund Balances Liabilities Accounts Payable and Accrued Liabilities Deposits Due to Other Funds Advances Interfund Advances Payable Liabilities Payable from Restricted Assets Total Liabilities $ 254,746 9,100 $ 659,921 49,411 $ 263,846 709,332 11 9,451 759,573 342,893 Fund Balances Restricted Assigned 3,050,681 10,560,515 326,614 666,460 349,659 11,305,966 556,722 Total Fund Balances 3,050,681 10,560,515 326,614 666,460 11,655,625 556,722 $ 3,314,527 $ 11,269,847 675,911 $ 12,415,198 Deferred Inflow of Resources Deferred Amount from Assessment Receivable Total Liabilities, Deferred Inflows of Resources, and Fund Balances 126 $ 326,625 $ $ 899,615 Debt Service Public Assessment Financing Districts Authority $ 340,018 $ Capital Projects Planned HUD Local Grants Drainage Public Facility Project - 1,340 2,143 660,000 - 20 - - 2,415,003 $ 1,138,900 224,855 $ - 326,958 210,509 Total Other Governmental Funds Other Grants 2,294,214 - - $ 28,949,667 5,893 109,720 4,562,805 660,000 2,294,214 14,047 - 51,100 2,888,320 $ 31,061 - $ 219,159 2,164 2,637,405 $ 1,003,501 $ 2,415,023 $ 1,363,755 $ 2,845,728 $ 31,061 $ 2,909,828 $ 39,470,619 $ 420 $ - $ $ 81,513 21,562 2,324,048 $ 25,638 - $ 559,550 1,213,398 911,954 $ - - 8,736 62 214,137 - - - - 14,047 - 51,100 2,084,585 62 1,489,965 3,479,150 333,851 123,658 420 - 222,935 2,441,170 25,638 2,736,002 7,511,271 660,000 660,000 343,081 343,081 $ 1,003,501 $ 2,415,023 - 1,140,820 404,558 2,415,023 1,140,820 404,558 2,415,023 $ 1,363,755 173,826 18,847,139 12,452,209 173,826 31,299,348 2,909,828 $ 39,470,619 5,423 $ 2,845,728 5,423 $ 127 31,061 $ CITY OF CORONA Combining Statement of Revenues, Expenditures and Changes in Fund Balances Nonmajor Governmental Funds Year Ended June 30, 2012 Special Revenue Gas Tax Measure A Trip Reduction Asset Forfeiture Special Tax Districts Other Grants & Endowments Revenues Licenses, Fees and Permits Fines, Penalties and Forfeitures Special Assessments Investment Earnings Intergovernmental Revenues Current Services Other Revenues $ 56,649 4,215,882 119,636 $ 190,723 3,033,285 800 $ 4,994 192,704 6,347 $ 66,884 11,639 - $ 9,084,615 180,619 9,774 333,354 $ 12,790 712,426 249,429 1,630 Total Revenues 4,392,167 3,224,808 204,045 78,523 9,608,362 976,275 Expenditures Current: General Government Community Development Fire Police Public Works Parks and Community Services Administrative Services Library Capital Outlay Debt Service: Principal Retirement Interest and Fiscal Charges 6,093 1,801,706 492,626 - 2,370 1,065,026 350,820 168,981 - 63,045 - 3,711 3,055,488 4,802,882 64,067 283,520 994,312 - - - 7,677 - Total Expenditures 2,300,425 1,418,216 168,981 63,045 8,217,345 995,568 Excess of Revenues Over (Under) Expenditures 2,091,742 1,806,592 35,064 15,478 1,391,017 (19,293) Other Financing Sources (Uses): Transfers In Transfers Out (1,079,018) 1,712,096 - - - 68,968 22,914 - Total Other Financing Sources (Uses) (1,079,018) 1,712,096 - - 68,968 22,914 1,012,724 3,518,688 35,064 15,478 1,459,985 3,621 Net Change in Fund Balances Fund Balances - Beginning of Year Fund Balances - End of Year 2,037,957 7,041,827 $ 3,050,681 $ 10,560,515 128 291,550 $ 326,614 $ 650,982 10,195,640 666,460 $ 11,655,625 1,256 - 553,101 $ 556,722 Debt Service Public Assessment Financing Districts Authority $ $ - $ Capital Projects Planned HUD Local Grants Drainage Public Facility Project - - 1,820,504 686 2,203,864 5,572 150 358,968 4,629 2,406,437 65,965 121,768 1,821,190 2,209,436 785,306 2,477,031 26,112,333 63,502 306,711 4,518 1,738,648 72,244 23,813 883,909 - 82,376 2,435,582 283,520 433,237 100,946 1,352,989 12,174 63,502 82,376 1,057,357 9,717,403 5,090,920 2,235,952 174,446 2,594,539 212,068 1,354 121,768 213,422 - Other Grants 426,188 66,884 9,296,683 585,315 14,585,102 259,203 892,958 $ - Total Other Governmental Funds $ $ 426,188 $ - $ - - - - 90,771 365,000 100,814 2,601,700 - - - - 365,000 2,710,191 465,814 2,601,700 90,771 2,209,436 883,909 4,688,650 24,103,860 (252,392) (2,479,932) 1,730,419 - (98,603) (2,211,619) 2,008,473 - - (1,747,251) - - (167,845) 1,803,978 (2,994,114) - - (1,747,251) - - (167,845) (1,190,136) (252,392) (2,479,932) 595,473 4,894,955 1,157,652 (16,832) 343,081 $ 2,415,023 $ 1,140,820 404,558 $ 404,558 129 $ (98,603) (2,379,464) 104,026 2,553,290 30,481,011 173,826 $ 31,299,348 5,423 $ 818,337 130 Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actuals The Combining Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual consists of the following: x Nonmajor Special Revenue Funds x Debt Service Funds x Capital Project Funds 131 CITY OF CORONA Combining Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual Nonmajor Special Revenue Funds Year Ended June 30, 2012 Gas Tax Revenues Fines, Penalties and Forfeitures Special Assessments Investment Earnings Intergovernmental Revenues Current Services Other Revenues Total Revenues Budget $ Measure A Variance Actual - $ - $ Actual - $ 35,205 204,243 105,889 251,601 2,643,000 190,723 3,033,285 800 Variance 13,747 56,649 4,215,882 119,636 4,046,830 4,392,167 345,337 2,894,601 3,224,808 330,207 6,093 1,820,270 6,093 1,801,706 492,626 18,564 2,325,214 2,370 1,065,026 2,370 1,065,026 350,820 7,379,745 - - 2,300,425 2,343,778 8,797,961 1,418,216 7,379,745 2,091,742 2,689,115 (5,903,360) 1,806,592 7,709,952 21,444 4,011,639 $ Budget $ (60,878) 390,285 800 Expenditures Current: General Government Public Works Parks and Community Services Police Administrative Services Library Capital Outlay Debt Service: Interest and Fiscal Charges Total Expenditures 2,817,840 4,644,203 Excess of Revenues Over (Under) Expenditures (597,373) 7,730,565 - Other Financing Sources (Uses) Transfers In Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balances (1,065,403) (1,079,018) (13,615) 167,845 - 1,712,096 - 1,544,251 - (1,065,403) (1,079,018) (13,615) 167,845 1,712,096 1,544,251 $ (1,662,776) Fund Balances - Beginning of Year, Restated Fund Balances - End of Year 1,012,724 $ 2,675,500 $ (5,735,515) 3,518,688 2,037,957 7,041,827 $ 3,050,681 $ 10,560,515 132 $ 9,254,203 Trip Reduction Budget $ Actual - 12,779 170,000 $ Asset Forfeiture Variance 4,994 192,704 6,347 $ - Budget $ - Actual $ Variance 66,884 11,639 - 8,476,807 9,608,362 1,131,555 63,045 - 104,572 - 3,711 3,369,034 5,090,474 1,513,323 3,711 3,055,488 4,802,882 64,067 283,520 313,546 287,592 1 1,229,803 - - 7,677 7,677 - 167,617 63,045 104,572 10,048,287 8,217,345 1,830,942 (148,587) 15,478 164,065 (1,571,480) 1,391,017 2,962,497 21,266 19,030 78,523 168,981 - 38,159 100,200 167,617 - - 307,340 168,981 138,359 (124,561) 35,064 159,625 207,140 100,200 - - - - - 35,064 $ 159,625 $ (124,561) $ (148,587) - - 15,478 $ 164,065 $ 8,246,579 187,910 64,068 $ Variance 59,493 204,045 66,884 (7,391) - Actual 8,810 33,508 19,030 $ Budget 9,084,615 180,619 9,774 333,354 (7,785) 22,704 6,347 182,779 Special Tax Districts $ 838,036 (7,291) 964 299,846 470,559 68,968 - (401,591) - 470,559 68,968 (401,591) $ (1,100,921) 1,459,985 291,550 650,982 10,195,640 $ 326,614 $ 666,460 $ 11,655,625 $ 2,560,906 Continued Page 1 of 2 133 CITY OF CORONA Combining Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual Nonmajor Special Revenue Funds Year Ended June 30, 2012 Other Grants & Endowments Revenues: Fines, Penalties and Forfeitures Special Assessments Investment Earnings Intergovernmental Revenues Current Services Other Revenues Budget $ Actual - $ 20,049 932,359 265,000 Total Revenues Totals Variance 12,790 712,426 249,429 1,630 $ Budget (7,259) (219,933) (15,571) 1,630 $ 8,246,579 512,813 7,756,998 273,810 47,255 Actual $ Variance 66,884 9,084,615 457,414 8,154,297 259,203 461,767 $ 66,884 838,036 (55,399) 397,299 (14,607) 414,512 1,217,408 976,275 (241,133) 16,837,455 18,484,180 1,646,725 1,207,612 994,312 1,256 - 213,300 368,777 12,174 6,461,470 5,090,474 1,375,229 64,068 1,256 12,530,705 12,174 6,091,201 4,802,882 1,057,357 64,067 1,256 1,126,966 370,269 287,592 317,872 1 11,403,739 - - 7,677 7,677 - 995,568 582,077 25,543,053 13,163,580 12,379,473 (19,293) 340,944 (8,705,598) 5,320,600 14,026,198 - 22,914 - 22,914 - 638,404 (1,065,403) 1,803,978 (1,079,018) - 22,914 22,914 (426,999) 724,960 (9,132,597) 6,045,560 Expenditures: Current: General Government Public Works Parks and Community Services Police Administrative Services Library Capital Outlay Debt Service: Interest and Fiscal Charges 1,256 368,777 Total Expenditures 1,577,645 Excess of Revenues Over (Under) Expenditures (360,237) Other Financing Sources (Uses): Transfers In Transfers Out Total Other Financing Sources (Uses) Net Change in Fund Balances $ (360,237) 3,621 Fund Balances - Beginning of Year, Restated Fund Balances-Ending $ 363,858 $ 553,101 $ 556,722 1,165,574 (13,615) 1,151,959 $ 15,178,157 20,771,057 $ 26,816,617 Concluded Page 2 of 2 134 135 CITY OF CORONA Combining Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual Debt Service Funds Year Ended June 30, 2012 Redevelopment Revenues Property Taxes Special Assessments Investment Earnings Other Revenues Budget Assessment Districts Actual $ 19,840,003 Budget $ Actual 214,602 5,527 $ Variance 315,106 9,747,789 216,928 $ (10,092,214) (98,178) - 20,155,109 9,964,717 (10,190,392) 7,445,871 - 3,953,562 - 4,689,098 4,212,109 2,795,000 1,937,190 3,492,309 1,894,098 2,274,919 365,000 100,814 365,000 100,814 - 16,347,078 8,685,752 7,661,326 465,814 465,814 - 3,808,031 1,278,965 (2,529,066) (245,685) (252,392) Other Financing Sources (Uses): Transfers In - 39 39 Total Other Financing Sources (Uses) - 39 39 Extraordinary Items Corona Redevelopment Agency Dissolution - (6,562,571) 3,808,031 (5,283,567) Total Revenues $ Variance 220,129 212,068 1,354 - $ 213,422 (2,534) (4,173) (6,707) Expenditures Current: Administrative Services Capital Outlay Debt Service: Principal Retirement Interest and Fiscal Charges Total Expenditures Excess of Revenues Over (Under) Expenditures Net Change in Fund Balances $ Fund Balances - Beginning of Year, Restated Fund Balances-End of Year - - - - 136 - (6,562,571) $ (9,091,598) $ (245,685) (252,392) 5,283,567 $ (6,707) 595,473 $ 343,081 $ (6,707) Public Financing Authority Budget $ Totals Actual - $ Variance $ Budget (4,148) - $ Actual 19,840,003 214,602 446,549 - $ Variance 125,916 - 121,768 - 12,184,736 212,068 340,050 - $ (7,655,267) (2,534) (106,499) - 125,916 121,768 (4,148) 20,501,154 12,736,854 (7,764,300) - 7,445,871 5,054,098 6,913,237 3,953,562 3,160,000 4,639,704 3,492,309 1,894,098 2,273,533 7,659,940 2,600,314 2,601,700 (1,386) 2,600,314 2,601,700 (1,386) 19,413,206 11,753,266 (2,474,398) (2,479,932) (5,534) 1,087,948 983,588 - 39 39 39 39 - $ (2,474,398) - - - - - - (8,999,518) 1,087,948 (8,015,891) (2,479,932) $ (5,534) $ 4,894,955 $ 10,773,995 2,415,023 $ 137 2,758,104 (104,360) (8,999,518) $ (9,103,839) CITY OF CORONA Combining Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual Capital Projects Funds Year Ended June 30, 2012 Redevelopment Revenues Licenses, Fees & Permits Investment Earnings Intergovernmental Revenues Other Revenues Budget $ Actual 261,901 Total Revenues Corona Housing Authority $ Variance 422,500 105,750 262,407 684,401 368,157 2,825,132 2,341 - 2,595,263 2,341 - - $ Budget (156,151) (160,093) $ Actual - (316,244) - $ Variance 274,633 270,342 $ 274,633 270,342 544,975 544,975 229,869 - - - - - - - - 1,086,139 113,861 537,692 62,308 548,447 51,553 4,027,473 3,197,604 829,869 - - - (3,343,072) (2,829,447) 513,625 - 544,975 544,975 Expenditures Current: Administrative Services General Government Community Development Fire Police Public Works Library Parks and Community Services Capital Outlay Debt Service: Principal Retirement Interest and Fiscal Charges Total Expenditures Excess of Revenues Over (Under) Expenditures - - Other Financing Sources (Uses) Transfers In Transfers Out - 581,693 (39) 581,693 (39) - - - Total Other Financing Sources (Uses) - 581,654 581,654 - - - Extraordinary Items Redevelopment Agency Dissolution - Net Change in Fund Balances $ (3,343,072) Fund Balance - Beginning of Year, Restated Fund Balances-End of Year $ (8,480,231) (8,480,231) (10,728,024) $ (7,384,952) $ - 544,975 10,728,024 69,254,557 - $ 69,799,532 138 $ 544,975 HUD Grants Public Facility Project Budget $ Variance Actual 6,100,000 1,820,504 686 $ 1,802,238 63,502 1,738,648 63,502 63,590 - (15,663,657) 306,711 72,244 4,518 1,667,354 306,711 72,244 4,518 23,813 1,643,541 (15,663,657) 3,916,567 2,209,436 1,707,131 1,730,419 11,384,847 (2,223,600) - 2,223,600 - (1,747,251) (1,747,251) - - - - - - (1,747,251) (1,747,251) - - - - - - $ 2,223,600 15,754,428 90,771 $ 513,833 2,636 $ 482,000 $ Variance 516,469 - $ Actual 2,209,436 - - Budget 1,692,967 (4,278,810) $ Variance 2,203,864 5,572 1,821,190 (4,279,496) 686 Actual 1,690,031 2,936 6,100,000 $ Budget Planned Local Drainage 485,301 426,188 150 358,968 967,301 785,306 968,384 $ (55,812) 150 (126,333) (181,995) - - 883,909 - 84,475 - 883,909 84,475 (98,603) (97,520) 15,754,428 (9,654,428) $ (9,654,428) 90,771 (16,832) $ 9,637,596 - $ (2,223,600) 1,157,652 $ 1,140,820 968,384 (1,083) - $ (1,083) (98,603) 404,558 $ 404,558 - $ (97,520) 104,026 $ 5,423 Continued Page 1 of 2 139 CITY OF CORONA Combining Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual Capital Projects Funds Year Ended June 30, 2012 Other Grants Revenues: Licenses, Fees & Permits Investment Earnings Intergovernmental Revenues Miscellaneous Revenues Total Revenues Budget $ 327 5,983,931 900,000 Totals Variance Actual $ 4,629 2,406,437 65,965 $ Budget 4,302 (3,577,494) (834,035) $ Actual 482,000 262,228 13,773,962 1,810,737 $ 426,188 385,162 6,430,805 963,940 Variance $ (55,812) 122,934 (7,343,157) (846,797) 6,884,258 2,477,031 (4,407,227) 16,328,927 8,206,095 (8,122,832) 433,237 433,237 82,376 2,435,582 100,946 283,520 1,352,989 21,727 19,192,185 5,060,607 2,341 63,502 82,376 3,710,677 194,917 288,038 37,966,956 4,767,148 2,341 63,502 82,376 3,626,202 173,190 288,038 1,467,573 (293,459) (84,475) (21,727) (36,499,383) 1,086,139 113,861 537,692 62,308 (548,447) (51,553) Expenditures: Current: Administrative Services General Government Community Development Fire Police Public Works Library Parks and Community Services Capital Outlay Debt Service: Principal Retirement Interest and Fiscal Charges Total Expenditures Excess of Revenues Over (Under) Expenditures 82,376 2,435,582 122,673 283,520 20,545,174 23,902,562 4,688,650 19,213,912 48,569,414 11,070,370 (37,499,044) (17,018,304) (2,211,619) 14,806,685 (32,240,487) (2,864,275) 29,376,212 (167,845) (167,845) - (167,845) 581,693 (1,915,135) 581,693 (1,747,290) (167,845) (167,845) - (167,845) (1,333,442) (1,165,597) $ (17,186,149) (2,379,464) $ 14,806,685 $ (32,408,332) Other Financing Sources (Uses): Transfers In Transfers Out Total Other Financing Sources (Uses) Extraordinary Items Redevelopment Agency Dissolution Net Change in Fund Balances - Fund Balance - Beginning of Year, Restated Fund Balances-End of Year $ (8,480,231) (12,677,948) 2,553,290 84,202,107 173,826 $ 71,524,159 (8,480,231) $ 19,730,384 Concluded Page 2 of 2 140 Combining Financial Statements Nonmajor Enterprise Funds Public Financing Authority Fund – This fund is used to account for debt service transactions including revenue collections and payments of principal and interest on long-term obligations of the component unit. Public Improvement Corporation Fund – This fund is used to account for debt service transactions including revenue collections and payments of principal and interest on long-term obligations. Transit Services Fund – This fund is used to account for the operations of the City’s transportation system for a fixed route and demand response service (Corona Cruiser and Dial-A-Ride) which, along with farebox revenues, receives grants from the Transportation Development Act (TDA). Airport Fund – This fund is used to account for the operations of the City’s municipal airport. The airport provides services to general aviation aircraft for recreation purposes only. It is a self supporting activity base on rental charges and state grants. 141 142 CITY OF CORONA Combining Statement of Net Position Nonmajor Enterprise Funds June 30, 2012 Nonmajor Enterprise Funds Public Improvement Transit Corporation Services Airport Public Financing Authority Totals Assets Current Assets Cash and Investments Accounts Receivable, Net Interest Receivable Due from Other Governments Restricted Assets: Cash and Investments Total Current Assets Noncurrent Assets Construction in Progress Capital Assets Net of Depreciation Total Noncurrent Assets Total Assets $ 6,698 - $ 563,173 563,182 637,926 1,341,720 42,638 719,327 19,920 11,954 1,938 9,647,575 10,400,714 - - 35,423 957,685 993,108 303,116 303,116 35,423 1,260,801 1,296,224 8,453,174 563,182 2,334,828 345,754 11,696,938 263,649 8,103 1,185 9,288 271,752 1,185 280,330 9,707 35,423 598,397 205,000 205,000 6,791,350 1,714 6,793,064 8,446,476 8,453,174 9 - $ 694,798 1,907 5,151 1,938 $ 24,529 18,013 96 - $ Liabilities Current Liabilities Accounts Payable and Accrued Liabilities Deposits Advances Compensated Absences Payable Liabilities Payable from Restricted Assets Total Current Liabilities - - 280,330 9,707 35,423 589,109 Noncurrent Liabilities Interfund Advances Payable Compensated Absences Payable Total Noncurrent Liabilities 6,586,350 - 6,586,350 - 1,714 1,714 Total Liabilities 6,586,350 - 590,823 214,288 7,391,461 993,108 303,116 1,296,224 (171,650) 2,430,006 637,926 (58,679) Net Position Net Investment in Capital Assets Restricted for: Debt Service Transportation Unrestricted Total Net Position 1,866,824 $ 1,866,824 $ 143 563,182 - 637,926 112,971 563,182 $ 1,744,005 $ 131,466 $ 4,305,477 CITY OF CORONA Combining Statement of Revenues, Expenses, and Changes in Fund Net Position Nonmajor Enterprise Funds Year Ended June 30, 2012 Nonmajor Enterprise Funds Public Improvement Transit Corporation Services Airport Public Financing Authority Operating Revenues Intergovernmental Revenues Fees and Permits Other Revenues - - 365,809 10,000 49,490 206,348 Total Operating Revenues - - 633,355 265,838 899,193 Operating Expenses Personnel Services Contractual Material and Supplies Utilities Depreciation - - 333,275 1,313,246 46,836 233,396 222,104 154,692 3,515 96,227 13,496 39,608 487,967 1,316,761 143,063 246,892 261,712 Total Operating Expenses - - 2,148,857 307,538 2,456,395 Operating Income (Loss) - - (1,515,502) (41,700) (1,557,202) Non-Operating Revenues Operating Grants and Contributions Investment Earnings Interest Expense $ - $ - $ 267,546 $ Totals $ 277,546 49,490 572,157 28,428 (22,572) 151 (124) 1,528,277 26,725 - 468 - 1,528,277 55,772 (22,696) Total Non-Operating Revenues 5,856 27 1,555,002 468 1,561,353 Income (Loss) Before Transfers 5,856 27 39,500 Capital Grants and Contributions Transfers In 460,780 - 42,010 - Change in Net Position 466,636 27 81,510 1,400,188 563,155 1,662,495 563,182 $ 1,744,005 Net Position - Beginning of Year Net Position - End of Year $ 1,866,824 $ 144 (41,232) (41,232) $ 4,151 42,010 460,780 506,941 172,698 3,798,536 131,466 $ 4,305,477 CITY OF CORONA Combining Statement of Cash Flows Nonmajor Enterprise Funds Year Ended June 30, 2012 Nonmajor Enterprise Funds Cash Flows from Operating Activities Receipts from Customers/Other Funds Payments to Suppliers of Goods and Services Payments to Employees for Services Other Receipts Public Public Financing Improvement Transit Authority Corporation Services $ - Net Cash Provided by (Used for) Operating Activities $ - - $ 320,892 (1,418,263) (337,605) 365,809 $ Totals 31,707 (118,094) (154,692) 216,348 - 1,454,110 1,714 460,780 - 1,916,604 460,780 - Net Cash Provided by Noncapital Financing Activities 460,780 - 1,455,824 Cash Flows from Capital and Related Financing Activities Proceeds from Capital Grants and Contributions Acquisition and Construction of Capital Assets Payments on Interfund Loans Interest payments of Long-term debt (1,475) (22,572) (124) - Net Cash Used for Capital and Related Financing Activities (24,047) (124) (35,423) 42,010 (77,433) Cash Flows from Investing Activities: Interest on Investments Net Cash Provided by Investing Activities Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents Beginning of Year 352,599 (1,536,357) (492,297) 582,157 (1,069,167) 1,454,110 1,714 - (24,731) $ - Cash Flows from Noncapital Financing Activities Operating Grants and Contributions Compensated Absences Transfers Received End of Year (including $9,647,575 in restricted accounts) Airport (1,093,898) 42,010 (77,433) (1,475) (22,696) - (59,594) 30,660 151 26,515 629 57,955 30,660 151 26,515 629 57,955 467,393 27 377,749 7,979,083 $ 8,446,476 563,146 $ 563,173 (24,102) 954,975 $ 1,332,724 821,067 48,631 9,545,835 $ 24,529 $ 10,366,902 $ (41,700) $ (1,557,202) Reconciliation of Operating Income to Net Cash Provided by Operating Activities Operating Income (Loss) $ Adjustments to Reconcile Operating Income to Net Cash from Operating Activities: Depreciation and Amortization Changes in Assets and Liabilities: Accounts Receivable Due from Other Governments Accounts Payable and Accrued Liabilities Advances Net Cash Provided by (Used for) Operating Activities - $ - $ - - 145 - $ - $ (1,515,502) 222,104 39,608 261,712 52,487 859 175,215 (4,330) (17,783) 34,704 859 170,359 (4,330) $ (1,069,167) (4,856) $ (24,731) $ (1,093,898) 146 Combining Financial Statements Internal Service Funds Fleet Operations Fund – This fund is used to account for Motor Pool rental as the equipment is used. Surplus rental charges are accumulated in the fund to pay for equipment replacements as needed. Workers’ Compensation Self-Insurance Fund – This fund was established on December 1, 1974 at which time the City became self-insured. Claims and administrative expenses are charged to this fund. Reserves are held by this fund to buffer the impact of unknown but potential losses. Liability Risk Self-Insurance Fund – This fund is used to account for expenditures in payment of claims, administrator's expense (including legal fees) and to establish reserves against future claims. Warehouse Fund – This fund is used to account for expenditures regarding distribution of inventory. 147 148 CITY OF CORONA Combining Statement of Net Position Internal Service Funds June 30, 2012 Self-Insurance Fleet Workers' Liability Operations Compensation Risk Warehouse Totals Assets Current Assets Cash and Investments $ 20,084,993 $ 4,651,321 612 - 12,479 - 13,091 217,630 - - - 217,630 Total Current Assets 12,176,383 20,084,993 4,663,800 85,234 37,010,410 Total Assets 12,176,383 20,084,993 4,663,800 85,234 37,010,410 Accounts Receivable, Net Inventories and Prepayments 11,958,141 $ $ 85,234 $ 36,779,689 Liabilities Current Liabilities Accounts Payable and Accrued Liabilities Claims and Judgments Payable Compensated Absences Payable Total Current Liabilities 489,239 5,105 89,417 13,805 597,566 - 2,772,000 846,000 - 3,618,000 43,011 - - 9,771 52,782 532,250 2,777,105 935,417 23,576 4,268,348 Noncurrent Liabilities Claims and Judgments Payable Total Noncurrent Liabilities Total Liabilities - 15,075,000 2,190,000 - 17,265,000 - 15,075,000 2,190,000 - 17,265,000 532,250 17,852,105 3,125,417 23,576 21,533,348 11,644,133 2,232,888 1,538,383 61,658 15,477,062 2,232,888 $ 1,538,383 Net Position Unrestricted Total Net Position $ 11,644,133 $ 149 $ 61,658 $ 15,477,062 CITY OF CORONA Combining Statement of Revenues, Expenses, and Changes in Fund Net Position Internal Service Funds Year Ended June 30, 2012 Self-Insurance Fleet Workers' Liability Operations Compensation Risk Warehouse Totals Operating Revenues Internal Service Charges $ Other Revenues Total Operating Revenues 5,793,930 3,176,535 $ 1,800,000 390,850 $ 439 18,799 $ 839,696 - $ 11,610,161 410,088 6,184,780 3,176,974 1,818,799 839,696 12,020,249 1,373,568 Operating Expenses Personnel Services 992,572 - 380,996 Contractual 596,255 - - 596,255 Material and Supplies 904,266 588,972 18,846 2,060,424 Utilities 548,340 1,073,506 - - 4,425,206 1,670,335 Total Operating Expenses 3,566,599 4,973,546 2,259,307 Operating Income (Loss) 2,618,181 (1,796,572) Income (Loss) Before Transfers 2,618,181 (1,796,572) Claims Expense Transfers In - Transfers Out Change in Net Position 2,430,391 Net Position - Beginning of Year, Restated 9,213,742 Net Position - End of Year 1,500,000 (187,790) $ 11,644,133 2,948 402,790 11,202,242 (440,508) 436,906 818,007 (440,508) 436,906 818,007 - 1,500,000 - (296,572) $ 150 1,076,454 6,095,541 (426,322) (440,508) 2,529,460 1,978,891 2,232,888 $ 1,538,383 $ (614,112) 10,584 1,703,895 51,074 13,773,167 61,658 $ 15,477,062 CITY OF CORONA Combining Statement of Cash Flows Internal Service Funds Year Ended June 30, 2012 Self-Insurance Fleet Workers' Liability Warehouse Operations Compensation Risk Services Totals Cash Flows from Operating Activities Receipts from Customers/Other Funds $ 5,592,190 Payments to Suppliers of Goods or Services (1,993,631) Payments to Employees for Services (1,020,518) Payments of Current Claims - Decrease in Long-Term Claims - Other Receipts Net Cash Provided by Operating Activities $ 3,176,535 $ 1,804,230 (543,257) $ (604,708) - 430,109 300,645 (2,684,315) 839,696 $ 11,412,651 (26,161) (3,167,757) (380,641) (1,401,159) - (1,360,980) 730,754 - (4,045,295) 390,850 439 18,799 - 410,088 2,968,891 379,511 157,986 432,894 3,939,282 780,825 Cash Flows from Noncapital Financing Activities Transfers Received Transfers Paid Net Cash Used for Noncapital Financing Activities 1,500,000 - (968,615) - - (187,790) 1,500,000 2,781,101 Increase (Decrease) in Cash and Cash Equivalents - - 1,879,511 2,280,825 (426,322) (1,394,937) (426,322) 157,986 885,888 6,572 4,825,170 Cash and Cash Equivalents Beginning of Year, Restated End of Year $ 9,177,040 18,205,482 4,493,335 78,662 31,954,519 11,958,141 $ 20,084,993 $ 4,651,321 $ 85,234 $ 36,779,689 $ $ 436,906 Reconciliation of Operating Income to Net Cash Provided by Operating Activities: Operating Income (Loss) Adjustments to Reconcile Operating Income to Net Cash from Operating Activities: $ 2,618,181 $ (1,796,572) (440,508) $ 818,007 Changes in Assets and Liabilities: (201,740) - 4,230 - (197,510) Inventories and Prepayments Accounts Receivable 282,458 - - - 282,458 Accounts Payable and Accrued Liabilities 269,992 5,083 Claims and Judgments Payable - 2,171,000 610,000 - 2,781,000 Compensated Absences Payable - - - 355 355 (15,736) (4,367) 254,972 Net Cash Provided by (Used for) Operating Activities $ 2,968,891 151 $ 379,511 $ 157,986 $ 432,894 $ 3,939,282 152 Combining Financial Statements in Assets and Liabilities – Agency Funds Agency Funds are custodial in nature and do not involve measurement of results and operations. 153 154 CITY OF CORONA Combining Statement of Changes in Assets and Liabilities Agency Fund Year Ended June 30, 2012 Pass Through Agency Fund Balance June 30, 2011 Balance June 30, 2012 Additions Deductions 1,154,589 145,304 693,800 $ 31,938,484 371,087 455,471 $ 31,879,127 377,549 737,290 28,536,034 42,306,110 42,040,170 $ 75,034,136 $ 30,566,743 312,626 29,854,933 $ 32,336 30,534,407 $ 30,167,559 $ 30,566,743 Assets Cash and Investments Interest Receivable Due from other Governmental Agencies Restricted Assets: Cash and Investments $ Total Assets $ 30,529,727 $ 75,071,152 Accounts Payable and Accrued Liabilities Due to Bondholders $ 30,978 30,498,749 $ Total Liabilities $ 30,529,727 $ 30,204,575 $ 1,213,946 138,842 411,981 28,801,974 Liabilities 155 313,984 29,890,591 $ 156 Statistical Section This part of the City of Corona's comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the City's overall financial health. Page Contents Financial Trends – These schedules contain information to help readers to understand how the City's financial performance and well-being have changed over time. 1 Net Assets by Component 160 2 Changes in Net Assets 162 3 Fund Balances – Governmental Funds 166 4 Changes in Fund Balances – Governmental Funds 168 Revenue Capacity – These schedules contain information to help readers to assess the City’s most significant own-source revenues. 5a Water Sales by User Type 170 5b Assessed Value and Actual Value of Taxable Property 171 6a Potable Water Rates 172 6b Reclaimed Water Rates 173 6c Direct and Overlapping Property Tax Rates 174 7a Principal Water Customers 175 7b Principal Property Tax Payers 176 8 177 Property Tax Levies and Collections Debt Capacity – These schedules contain information to help readers to assess the affordability of the City’s current levels of outstanding debt and the City’s ability to issue additional debt in the future. 9 Ratios of Outstanding Debt by Type 178 10 Ratios of General Bonded Debt Outstanding 180 11 Direct and Overlapping Governmental Activities Debt 181 12 Legal Debt Margin Information 183 13 Pledged Revenue Coverage 184 157 Statistical Section Demographic and Economic Information – These schedules offer demographic and economic indicators to help readers to understand the environment within which the City’s financial activities take place. 14 Demographic and Economic Statistics 186 15 Principal Employers 187 Operating Information – These schedules contain service and infrastructure data to help readers to understand how the information in the City’s financial report relates to the services the City provides and the activities it performs. 16 Full-time Equivalent City Government Employees by Function/Program 188 17 Operating Indicators by Function/Program 189 18 Capital Assets Statistics by Function/Program 190 Sources: Unless otherwise noted, the information in these schedules was derived from the City’s Comprehensive Financial Reports (CAFR) for the relevant year. 158 159 CITY OF CORONA Schedule 1 Net Position by Component Last Ten Fiscal Years (accrual basis of accounting) Fiscal Year 2012 Governmental Activities Net investment in capital assets Restricted for: Capital Projects Debt Service Transportation & Public Works Special Assessment District Development Projects Other Purposes Total Restricted Unrestricted 2011 $ 547,427,503 2009 512,867,317 $ 457,625,412 $ 451,393,337 26,795,896 10,773,995 80,695,897 7,079,903 85,200,711 11,968,561 50,908,926 88,478,817 248,153,878 60,915,014 148,690,814 243,443,770 43,585,727 140,754,999 245,794,117 $ 849,500,012 $ 849,759,996 $ 837,942,453 $ 66,109,520 $ 219,780,082 $ 228,912,014 $ 95,362,651 3,418,104 14,494,532 11,655,625 6,763,589 708,280 132,402,781 251,564,898 Total governmental activities net position $ 931,395,182 Business-type Activities Net investment in capital assets Restricted for: Debt Service Transportation & Public Works Total Restricted Unrestricted 2010 $ 274,761,353 10,969,563 637,926 11,607,489 (107,169,420) 18,065,870 18,065,870 73,811,520 10,779,222 10,779,222 (82,129,735) 18,188,735 18,188,735 (110,940,686) Total business-type activities net assets $ 179,199,422 $ 157,986,910 $ 148,429,569 $ 136,160,063 Primary Government Net investment in capital assets Restricted Unrestricted $ 822,188,856 144,010,270 144,395,478 $ 578,976,837 106,544,687 321,965,398 $ 677,405,494 159,470,036 161,314,035 $ 680,305,351 158,943,734 134,853,431 Total Primary Government Net Assets $ 1,110,594,604 $ 1,007,486,922 $ 998,189,565 $ 974,102,516 160 Fiscal Year 2008 2007 2006 2005 $ 456,849,781 $ 458,250,349 $ 422,767,976 $ 456,222,213 73,254,682 25,251,084 20,417,055 28,838,799 - 6,898,327 386,036 7,982,213 9,976,958 13,178,815 13,310,313 19,091,733 38,816,368 137,322,134 215,990,032 9,483,004 58,738,858 269,852,046 8,386,210 15,284,537 306,059,386 7,729,386 16,097,635 239,481,478 - 23,155,773 265,838,106 34,135,270 66,537,316 42,904,348 $ 810,161,947 $ 786,841,253 $ 744,111,899 $ 711,801,326 $ 684,835,588 $ 501,553,417 $ 225,030,195 $ 211,186,996 $ 193,178,999 $ 194,465,301 $ 187,392,588 $ 141,335,905 17,031,575 17,031,575 (119,578,075) 17,317,361 17,317,361 (122,594,604) 7,548,512 7,548,512 (129,904,898) 2004 $ 673,256 673,256 (133,104,413) 2003 395,841,709 $ 26,387,128 26,387,128 (162,665,721) 392,111,753 1,709,856 1,709,856 78,188,671 $ 122,483,695 $ 105,909,753 $ 70,822,613 $ 62,034,144 $ 51,113,995 $ 221,234,432 $ 681,879,976 154,353,709 96,411,957 $ 669,437,345 76,056,219 147,257,442 $ 443,318,631 22,833,049 348,782,832 $ 650,687,514 16,770,891 106,377,065 $ 583,234,297 49,542,901 103,172,385 $ 533,447,658 68,247,172 121,093,019 $ 932,645,642 $ 892,751,006 $ 814,934,512 $ 773,835,470 $ 735,949,583 $ 722,787,849 161 CITY OF CORONA Schedule 2 Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) Fiscal Year Expenses Governmental activities: General government Fire Police Public Works Redevelopment Parks and Community Services Library Interest and fiscal charges Total governmental activities expenses Business-type activities: Water Wastewater Electric Transit Airport Total business-type activities expenses Total primary government expenses Program Revenues Charges for services: Governmental activities: General government Fire Police Public Works Redevelopment Parks and Community Services Library Operating Grants and Contributions Capital Grants and Contributions Total governmental activities program revenues Business-type activities: Charges for services: Water Wastewater Electric Transit Airport Operating Grants and Contributions Capital Grants and Contributions Total business-type activities program revenues Total primary government program revenues 2012 2011 2010 2009 $ 20,551,027 21,506,851 39,791,147 27,925,122 12,860,222 13,161,044 2,640,592 3,648,700 $ 142,084,705 $ 21,771,013 23,066,539 40,465,516 29,415,423 15,368,206 13,621,128 2,745,336 14,655,640 $ 161,108,801 $ 23,778,004 23,849,351 44,573,946 30,006,518 18,283,224 14,321,581 3,108,194 13,471,571 $ 171,392,389 $ 23,387,380 23,118,471 40,723,499 29,252,056 19,061,398 15,431,862 3,142,627 16,447,756 $ 170,565,049 55,837,945 30,224,698 14,569,429 2,148,857 307,538 103,088,467 $ 245,173,172 46,791,524 25,940,578 17,638,508 2,078,197 328,658 92,777,465 $ 253,886,266 48,080,241 27,212,393 21,951,228 2,309,727 316,270 99,869,859 $ 271,262,248 46,284,613 27,164,627 21,962,931 2,256,556 97,668,727 $ 268,233,776 7,331,352 3,926,888 3,079,224 12,716,140 7,466,080 3,092,311 3,295,825 12,699,434 7,616,409 3,204,585 3,551,199 12,291,030 678,554 4,506,740 2,817,511 12,354,323 7,327,626 264,464 12,350,047 8,977,103 7,512,286 280,729 18,683,384 3,743,333 7,184,440 333,015 11,711,125 9,480,514 7,261,946 341,989 9,404,577 19,967,971 55,972,844 56,773,382 55,372,317 57,333,611 50,243,765 29,472,121 16,531,675 633,355 265,838 1,531,791 11,730,500 48,103,987 27,361,203 17,247,983 364,830 297,638 1,600,444 3,261,322 50,979,766 26,779,144 23,891,958 412,928 286,546 1,724,206 4,728,651 49,629,071 26,569,560 23,896,507 371,714 110,409,045 98,237,407 108,803,199 108,736,982 $ 166,381,889 $ 155,010,789 $ 164,175,516 $ 166,070,593 162 1,567,193 6,702,937 2008 2007 2006 Fiscal Year 2005 2004 2003 $ 22,014,630 22,465,104 38,811,288 28,165,830 17,679,157 13,529,315 3,539,703 14,913,380 $ 161,118,407 $ 17,944,188 19,824,613 35,418,464 32,887,632 31,450,231 12,504,767 3,156,248 12,348,977 $ 165,535,120 $ 17,000,514 19,372,402 35,290,552 28,293,319 18,317,214 12,863,536 3,233,627 9,164,552 $ 143,535,716 $ 11,199,340 17,247,894 32,105,270 25,450,529 13,825,131 12,091,432 3,111,361 10,170,977 $ 125,201,934 $ 16,972,222 16,102,014 30,248,573 26,768,539 14,878,105 12,272,328 3,040,136 4,844,242 $ 125,126,160 $ 14,266,453 15,074,400 30,267,856 24,348,477 16,941,126 12,508,067 3,410,263 18,141,782 $ 134,958,424 48,772,948 27,937,584 23,590,548 2,128,258 42,980,979 25,431,501 24,688,495 1,773,529 39,968,554 23,411,865 20,279,523 1,663,358 36,073,601 16,876,237 12,855,676 1,615,000 34,644,300 15,833,862 20,053,738 1,496,799 36,292,376 16,941,850 18,880,894 1,280,630 102,429,338 $ 263,547,745 94,874,504 $ 260,409,624 85,323,300 $ 228,859,016 67,420,514 $ 192,622,448 72,028,699 $ 197,154,859 73,395,750 $ 208,354,174 1,301,569 4,726,300 3,023,714 13,909,188 1,713 6,373,504 495,603 8,165,995 17,140,582 1,513,639 4,181,914 3,246,509 14,830,576 1,168 6,064,402 541,166 8,270,729 22,362,669 8,645,359 3,229,032 3,017,477 16,795,580 5,986,229 402,660 7,794,735 23,044,293 1,129,140 3,197,076 2,687,347 16,124,597 157 5,805,482 324,561 12,113,704 9,705,129 953,897 1,726,756 2,689,863 15,175,883 1,385 5,159,390 293,248 12,211,236 11,271,231 743,077 1,549,395 2,740,805 14,074,917 4,796,231 237,379 11,549,543 14,898,908 55,138,168 61,012,772 68,915,365 51,087,193 49,482,889 50,590,255 44,795,972 23,379,820 24,824,172 363,101 43,261,136 21,824,979 24,466,921 316,671 36,548,936 20,211,966 20,962,161 270,679 29,061,220 13,897,603 13,067,845 234,693 30,633,776 13,245,884 18,287,523 256,821 27,999,085 13,382,760 16,420,890 131,570 1,454,320 19,829,148 1,284,236 31,702,614 1,233,282 12,696,552 1,250,281 17,754,362 1,234,330 15,814,606 1,259,614 21,081,267 114,646,533 122,856,557 91,923,576 75,266,004 79,472,940 80,275,186 $ 169,784,701 $ 183,869,329 $ 160,838,941 $ 126,353,197 $ 128,955,829 $ 130,865,441 Continued Page 1 of 2 163 CITY OF CORONA Schedule 2 Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) Fiscal Year Net (Expense)/Revenue Governmental activities Business-type activities Total primary government net expense General Revenues and Other Changes in Net Assets Governmental activities: Taxes Property taxes Sales and Use Tax Other Taxes Total taxes Unrestricted grants and contributions Payments in lieu of taxes Gain (Loss) on Sale of Capital Asset Investment earnings Lease and Rental Income Miscellaneous Extraordinary Items Transfers Special Items Total Governmental activities Business-type activities: Investment earnings Gain on Sale of Capital Asset Transfers Total business-type activities Total primary government Change in Net Position Governmental activities Business-type activities Total primary government 2012 2011 2010 2009 $ (86,111,861) 7,320,578 $ (78,791,283) $ (104,335,419) 5,459,942 $ (98,875,477) $ (116,020,072) 8,933,340 $ (107,086,732) $ (113,231,438) 11,068,255 $ (102,163,183) $ $ $ $ 45,754,306 31,190,815 8,546,497 85,491,618 76,014 4,047,070 12,088,330 3,637,541 57,030,346 (163,000) 162,207,919 59,090,960 28,505,050 7,802,237 95,398,247 686,338 3,380,168 11,646,814 658,664 40,000 111,810,231 62,049,578 26,543,193 7,660,365 96,253,136 481,295 1,776,536 7,204,417 7,347,933 1,311,650 57,000 114,431,967 66,704,669 29,791,137 8,570,003 105,065,809 674,076 10,177,941 6,955,049 8,873,210 (201,503) 9,653,196 141,197,778 4,019,878 163,000 4,182,878 $ 166,390,797 3,178,516 2,350,130 (40,000) 5,488,646 $ 117,298,877 3,169,884 (57,000) 3,112,884 $ 117,544,851 4,144,071 201,503 4,345,574 $ 145,543,352 $ $ $ $ $ 76,096,058 11,503,456 87,599,514 $ 7,474,812 10,948,588 18,423,400 $ 10,096,548 8,572,826 18,669,374 $ 25,177,706 13,278,914 38,456,620 Note: The City implemented GASB Statements No. 54 and 63 in fiscal years ended June 30, 2010 and 2012 respectively. 164 Fiscal Year 2008 2007 2006 2005 2004 2003 $ (105,980,239) 12,217,195 $ (93,763,044) $ (104,522,348) 27,982,053 $ (76,540,295) $ (74,620,351) 6,600,276 $ (68,020,075) $ (74,114,741) 7,845,490 $ (66,269,251) $ (75,643,271) 7,444,241 $ (68,199,030) $ (84,368,169) 6,879,436 $ (77,488,733) $ 67,566,221 35,894,694 8,496,030 111,956,945 720,480 12,225,922 13,536,181 $ 63,121,766 39,684,799 9,396,886 112,203,451 1,977,907 6,438,368 9,602,364 9,936,382 $ 50,973,502 39,915,335 9,556,368 100,445,205 3,710,301 4,875,430 6,691,463 $ 42,349,908 34,502,809 4,866,205 81,718,922 1,112,066 8,998,347 2,222,270 $ 33,105,038 29,471,424 4,200,484 66,776,946 6,547,602 8,238,819 (201,083) 3,678,428 $ 30,333,440 25,219,925 6,700,169 62,253,534 7,718,551 9,753,104 3,634,423 28,400 138,467,928 170,294 7,996,099 148,324,865 (1,458,852) 114,263,547 8,464,284 511,074 (29,223) 102,486,666 2,966,100 24,778 85,576,564 (4,451,266) 81,874,446 4,385,148 (28,400) 4,356,748 $ 142,824,676 3,647,928 (170,294) 3,477,634 $ 151,802,499 2,491,501 1,458,852 3,950,353 $ 118,213,900 1,288,738 482,495 29,223 1,800,456 $ 104,287,122 1,281,949 (24,778) 1,257,171 $ 86,833,735 2,499,040 2,744,024 4,365,931 9,608,995 $ 91,483,441 $ $ 43,802,517 31,459,687 $ 75,262,204 $ 39,643,196 10,550,629 $ 50,193,825 $ 28,371,925 9,645,946 $ 38,017,871 $ $ (2,493,723) 16,488,431 $ 13,994,708 $ 32,487,689 16,573,943 49,061,632 9,933,293 8,701,412 $ 18,634,705 Concluded Page 2 of 2 165 CITY OF CORONA Schedule 3 Fund Balances, Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) Fiscal Year 2012 General Fund Reserved Unreserved Nonspendable Committed Assigned Total General Fund All Other Governmental Funds Reserved Unreserved, reported in: Special Revenue Capital Projects Nonspendable Restricted Assigned Unassigned Total all other Govermental Funds $ 2011 - $ 2010 - $ 2009 - $ 20,156,768 54,773,799 15,070,684 18,279,947 43,205,474 $ 76,556,105 15,112,080 18,072,691 50,333,810 $ 83,518,581 19,708,805 17,597,806 40,338,627 $ 77,645,238 $ 74,930,567 $ $ $ $ 81,668,685 - - - 39,029,410 18,110,464 61,220,936 27,425,735 19,215,798 61,568,872 35,292,020 25,061,577 $ 107,862,469 $ 121,922,469 166 58,835,683 41,491,338 26,635,398 (769,101) $ 126,193,318 $ 138,808,559 Fiscal Year 2008 2007 2006 2005 2004 2003 $ 20,672,134 58,818,482 $ 24,121,757 70,716,157 $ 75,249,936 $ 13,535,692 31,748,096 $ 11,896,398 30,390,874 $ 13,451,103 29,359,950 $ 79,490,616 $ 94,837,914 $ 75,249,936 $ 45,283,788 $ 42,287,272 $ 42,811,053 $ 83,897,261 $ 59,739,936 $ 23,685,432 $ 71,680,887 $ 75,451,071 $ 95,977,110 34,241,391 16,909,462 34,462,913 15,510,428 $ 135,048,114 $ 109,713,277 40,645,962 8347703 $ 72,679,097 (619,485) $ 71,061,402 167 (414,006) $ 75,037,065 (379,278) $ 95,597,832 CITY OF CORONA Schedule 4 Changes in Fund Balances, Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) Fiscal Year 2012 Revenues: Property Taxes Other Taxes Licenses, fees and permits Fines and Penalties Special Assessments Investment Earnings Intergovernmental Revenues Current Services Payments in Lieu of Services Other Revenues Total Revenues $ 2011 45,754,306 38,964,006 5,817,125 1,841,074 9,296,683 4,047,070 15,731,101 14,392,726 9,544,525 17,714,051 $ 59,090,960 35,900,324 2,187,466 2,168,820 9,645,684 3,380,168 17,140,177 13,724,789 9,681,893 16,833,436 2010 $ 62,049,578 33,859,090 2,244,379 2,625,345 9,230,699 7,205,344 16,982,358 13,469,450 10,524,934 11,586,690 2009 $ 66,704,668 37,687,694 3,986,271 1,643,556 9,186,822 8,221,715 23,725,540 15,015,541 11,992,502 11,854,846 163,102,667 169,753,717 169,777,867 190,019,155 Expenditures: General Government Community Development Fire Police Public Works Parks and Community Services Administrative Services Library Capital Outlay Debt Service Principal Interest and Fiscal Charges Total Expenditures 23,619,791 63,502 22,921,163 41,751,356 25,800,081 12,437,183 9,560,505 2,720,741 4,349,725 23,594,460 24,032,875 28,370,429 23,068,351 39,523,177 25,443,417 12,128,803 10,942,983 2,694,192 11,089,418 22,886,210 43,154,254 26,055,330 12,628,055 18,776,318 2,925,121 21,562,741 23,826,368 41,009,396 26,098,884 14,516,592 14,337,175 3,228,510 24,337,661 7,082,070 7,547,454 157,853,571 7,578,502 14,756,645 170,819,948 8,139,799 14,041,809 194,202,512 13,837,430 16,730,459 206,292,904 Excess of Revenues over (under) expenditures 5,249,096 (1,066,231) (24,424,645) (16,273,749) Other Financing Sources (Uses) Loss from sale of land held for resale Issuance of Debt Principal Retirement Proceeds from Sale of Capital Asset Bond Premium Transfers in Transfers out Total other financing sources (uses) Extraordinary Items (472,252) 5,167,326 2,400,000 4,533,758 (5,582,646) (1,048,888) 79,529,457 (76,674,137) 2,855,320 17,440,737 (10,398,334) 9,442,403 21,302,803 (20,176,928) 5,820,949 (19,852,703) Special Items Net change in fund balances Debt service as a percentage of noncapital expenditures 9,653,196 $ (15,652,495) 10.7% 168 $ 1,789,089 16.1% $ (14,982,242) 14.7% $ (799,604) 20.2% Fiscal Year 2008 $ 67,566,222 44,025,594 3,939,938 1,602,034 7,363,443 10,324,740 18,579,692 16,746,141 13,249,357 11,337,159 2007 $ 63,121,767 47,968,446 7,565,595 1,678,525 7,472,089 8,337,386 21,122,793 16,547,413 9,801,798 11,567,679 2006 $ 2005 50,973,502 47,243,504 12,052,807 1,778,880 7,325,244 4,093,836 20,878,547 16,156,862 11,540,850 10,514,261 $ 42,349,910 40,815,213 10,871,748 1,508,004 6,923,091 2,776,118 11,927,288 15,518,676 9,165,515 8,626,151 2004 $ 2003 32,265,783 34,923,016 11,984,841 1,700,005 6,581,157 3,907,468 18,489,977 13,470,119 8,238,819 3,313,914 $ 28,924,050 29,994,105 12,949,501 1,713,495 6,482,026 4,781,225 19,285,666 12,901,807 9,753,105 9,015,827 194,734,320 195,183,491 182,558,293 150,481,714 134,875,099 135,800,807 29,223,727 25,343,635 21,080,414 18,497,239 25,270,857 20,615,021 24,986,115 42,602,945 27,600,538 14,082,791 13,347,887 3,910,240 35,001,560 22,129,775 39,637,054 32,346,827 12,371,034 28,636,781 3,609,419 22,935,456 19,689,290 36,165,060 25,345,564 11,736,757 12,533,710 3,432,052 9,338,399 17,947,422 35,815,820 21,272,214 10,443,414 8,112,135 3,268,099 19,846,407 16,848,544 32,023,189 24,809,152 9,888,299 7,742,841 3,215,633 28,640,837 14,609,632 29,667,758 20,726,962 9,122,985 9,433,505 3,350,674 14,613,566 5,984,493 14,389,659 211,129,955 5,466,814 11,710,584 204,187,379 6,824,654 9,263,096 155,408,996 4,723,597 10,498,967 150,425,314 4,812,429 4,958,286 158,210,067 8,144,624 17,823,737 148,108,464 (16,395,635) (9,003,888) 27,149,297 (23,334,968) (12,307,657) 35,874,600 51,338,901 56,400 (201,083) 38,210,834 (38,215,000) 36,065,000 6,739,350 30,601,167 (28,843,505) 37,438,933 (36,814,074) 58,703,110 37,632,262 799,695 16,343,861 (16,141,034) 998,356 26,507,505 (22,504,515) 4,002,990 21,865,917 (20,134,948) 1,529,886 50,142,916 (54,899,336) 31,308,580 7,996,099 $ 21,236,627 12.7% $ 57,695,321 10.5% $ 31,152,287 $ 11.4% 169 1,054,756 12.5% $ (21,805,082) 8.1% $ 19,000,923 19.1% CITY OF CORONA Schedule 5a 1 Water Sales By User Type Last Ten Fiscal Years Fiscal Year Ended June 30 Residential Commercial Acre Feet Acre Feet % of Total % of Total Industrial Acre Feet Public Agency % of Total Acre Feet % of Total Agricultural, Irrigation and Other Acre Feet Total % of Acre Feet % Total Total Total 2003 25,896 65.1 6,723 16.9 557 1.4 2,904 7.3 3,699 9.3 39,779 100 2004 27,678 64.0 6,750 15.6 1,738 4.0 3,493 8.1 3,563 8.2 43,222 100 2005 24,905 67.0 3,463 9.0 1,450 4.0 3,271 9.0 3,391 11.0 36,480 100 2006 26,630 66.2 3,848 9.6 1,573 3.9 3,546 8.8 4,607 11.5 40,204 100 2007 29,866 66.0 4,230 9.5 1,751 3.5 3,898 9.0 5,754 12.0 45,499 100 2008 27,598 67.5 3,803 9.3 1,557 3.8 3,039 7.4 4,870 11.9 40,867 100 2009 26,761 61.5 4,916 11.3 1,592 3.8 2,973 6.8 7,280 16.7 43,522 100 2010 23,752 64.5 4,404 12.0 1,216 3.3 4,278 11.6 3,165 8.6 36,815 100 2011 22,121 65.4 3,812 11.3 1,158 3.4 3,058 9.0 3,700 10.9 33,849 100 2012 22,735 65.5 3,662 10.6 1,184 3.4 3,355 9.7 3,768 10.9 34,704 100 Note: 1) Amounts include reclaimed water sales. Source: Corona Department of Water and Power. 170 CITY OF CORONA Schedule 5b Assessed Value and Actual Value of Taxable Property Last Ten Fiscal Years (in thousands of dollars) Fiscal Year Ended June 30 Residential Property Commercial Property Industrial Property Other 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 $ 6,389,708 7,013,653 8,010,907 9,128,473 10,821,087 12,074,893 11,825,460 10,338,756 10,340,114 10,406,831 $ 812,953 863,630 1,016,443 1,166,793 1,398,608 1,638,755 1,810,186 2,392,421 2,177,188 2,101,432 $ 1,318,860 1,415,667 1,540,064 1,688,866 1,927,206 2,068,380 2,111,604 2,175,301 2,159,963 2,108,882 $ 1,366,953 1,489,990 1,614,156 1,747,079 1,956,392 2,153,807 2,179,903 1,628,324 1,679,857 1,602,344 Less: Total Taxable Tax Exempt Assessed Property Value $ 117,192 171,882 119,068 190,746 200,971 243,155 233,038 251,763 271,357 293,954 $ 9,771,282 10,611,058 12,062,502 13,540,465 15,902,322 17,692,680 17,694,115 16,283,039 16,085,765 15,925,535 Total Direct Tax Rate 1.0079 1.0061 1.0053 1.0043 1.0025 1.0018 1.0012 1.0006 1.0000 1.0000 Source: HdL Coren & Cone, Riverside County Assessor Combined tax rolls. Note: Property in the City is reassessed each year. Property is assessed at actual value; therefore, the assessed values are equal to the actual value. Tax rates are per $1,000 of assessed value. 171 CITY OF CORONA Schedule 6a Potable Water Rates Last Ten Fiscal Years Monthly Base Rates 172 Fiscal 1 Year 2003 2004 2005 2005 2006 2007 2008 2009 2010 2011 2012 Quantity Rate per 100 C.F. $ 1.08 1.08 1.08 1.21 1.33 1.44 1.61 1.77 1.81 1.85 1.92 Ready-To-Serve Charge 2 $ 3 4 5 5/8" 11.05 11.05 11.05 12.38 13.62 14.71 16.40 18.04 18.04 18.04 18.44 $ 3/4" 14.50 14.50 14.50 16.24 17.86 19.29 21.51 23.66 23.66 23.66 24.18 $ 1" 20.75 20.75 20.75 23.24 25.56 27.60 30.77 33.85 33.85 33.85 34.59 $ 1 1/2" 36.15 36.15 36.15 40.49 44.54 48.10 53.63 58.99 58.99 58.99 60.29 $ 2" 52.75 52.75 52.75 59.08 64.99 70.19 78.26 86.09 86.09 86.09 87.98 $ 3" 90.15 90.15 90.15 100.97 111.07 119.96 133.76 147.13 147.13 147.13 150.37 $ 4" 138.50 138.50 138.50 155.12 170.63 184.28 205.47 226.02 226.02 226.02 230.99 $ 6" 254.35 254.35 254.35 284.87 313.36 338.43 377.35 415.08 415.08 415.08 424.21 $ 8" 374.10 374.10 374.10 418.99 460.89 497.76 555.00 610.50 610.50 610.50 623.93 1) There are instances where the rates were changed during the fiscal year. 2) For Fiscal Year 2009-10 and forward, the stated rate per 100 C.F. is for Residential Tier 1 of the Budget Based Water Rate Structure adopted with Ordinance 3) For Fiscal Year 2009-10 rate includes a pass-through charge from Western Municipal Water District (WMWD) of $.29 per 100 C.F. adopted with Ordinance No. 3005, effective September 4, 2009. 4) For Fiscal Year 2010-11, the quantity rate included a pass-through charge form WMWD of $0.04 per 100 C.F. for Tier 1 rates. 5) For Fiscal Year 2011-12, the quantity rate includes a pass-through charge from WMWD of $0.04 per 100 C.F. for Tier 2 rates. Source: City of Corona Department of Water and Power. CITY OF CORONA Schedule 6b Reclaimed Water Rates 2 Last Six Fiscal Years Monthly Base Rates 173 Fiscal 1 Year 2007 2008 2009 2010 2011 2012 Quantity Rate per 100 C.F. 2 0.99 1.26 1.39 1.39 1.39 1.44 Ready-To-Serve Charge 3 5/8" N/A N/A N/A 18.04 18.04 18.04 3/4" 19.29 21.51 23.66 23.66 23.66 23.66 1" 27.60 30.77 33.85 33.85 33.85 33.85 1 1/2" 48.10 53.63 58.99 58.99 58.99 58.99 2" 70.19 78.26 86.09 86.09 86.09 86.09 3" 119.96 133.76 147.13 147.13 147.13 147.13 4" 184.28 205.47 226.02 226.02 226.02 226.02 6" 338.43 377.35 415.08 415.08 415.08 415.08 8" 497.76 555.00 610.50 610.50 610.50 610.50 1) There are instances where the rates were changed during the fiscal year. 2) Rates for Reclaimed Water were established July 2, 2006 by Ordinance 2854. 3) For Fiscal Year 2009-10 and forward, the stated rate per 100 C.F. is for Tier 1 of the Budget Based Water Rate Structure adopted with Ordinance No. 3025, effective March 19, 2010. Source: City of Corona Department of Water and Power. CITY OF CORONA Schedule 6c Direct and Overlapping Property Tax Rates Last Ten Fiscal Years (rate per $100 of assessed value) City Direct Rates Overlapping Rates 2 Year Basic 1 Rate General Obligation Debt Service Total Direct Corona/Norco School District Alvord School District Metropolitan Water District Riverside City Community College 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 0.0079 0.0061 0.0053 0.0043 0.0025 0.0018 0.0012 0.0006 0.0000 0.0000 1.0079 1.0061 1.0053 1.0043 1.0025 1.0018 1.0012 1.0006 1.0000 1.0000 0.0237 0.0237 0.0237 0.0146 0.0107 0.0379 0.0411 0.0403 0.0452 0.0661 0.1164 0.0765 0.0755 0.0731 0.0580 0.0526 0.1064 0.1255 0.1195 0.1185 0.0067 0.0061 0.0058 0.0052 0.0047 0.0045 0.0043 0.0043 0.0037 0.0037 0.0000 0.0000 0.0180 0.0180 0.0180 0.0126 0.0125 0.0124 0.0150 0.0170 Notes: 1) The City's basic property tax rate may only be increased by a majority vote of the City's residents. Rates for debt service are set based on each year's requirements. 2) Overlapping rates are those of local and county governments that apply to property owners within the City of Corona. Not all overlapping rates apply to all Corona property owners. Source: Riverside County Auditor-Controller. 174 CITY OF CORONA Schedule 7a Principal Water Customers Current Year and Nine Years Ago 2012 Water Customer City of Corona Corona-Norco USD MG Properties Eagle Glen Master HOA EWR, Inc Waterstone at Corona Pointe Integrated Protein Tech Brookwood Villa Apartments Aseptic Solutions Avalonbay Communities, Inc. Hi-Country-Corona Inc GTS Property Hollywood Inc. Matt Construction Corp Archstone Communities Westdale Asset Management Water Charges $ 2,973,379 890,421 454,110 217,478 180,665 167,221 155,941 149,767 148,459 146,969 2003 Percent of Total Water Rank Revenues 1 2 3 4 5 6 7 8 9 10 6.12% 1.83% 0.94% 0.45% 0.37% 0.34% 0.32% 0.31% 0.31% 0.30% $ 5,484,410 11.29% Source: Corona Department of Water and Power. 175 Water Charges Percent of Total Water Rank Revenues $ 1,359,951 491,678 1 2 5.16% 1.87% 232,557 87,055 3 10 0.88% 0.33% 105,664 5 0.40% 156,709 98,758 91,584 90,729 87,150 4 6 7 8 9 0.59% 0.37% 0.35% 0.34% 0.33% $ 2,801,834 10.63% CITY OF CORONA Schedule 7b Principal Property Tax Payers Current Year and Nine Years Ago 2012 Taxable Assessed Value Taxpayer Watson Laboratories Inc. Castle and Cooke Corona Inc. Kaiser Foundation Health Plan Inc Waterstone Apartments NF Price Reit Inc. Dart Container Corporation of Calif 223 1 DL Holdings Dix Leasing Corporation IBM Credit LLC Rexco Magnolia Dairy Farmers of America Inc. Vista Hospital Systems Inc ERP Operating LP CTF 16 Baywood Corona Investment Inc. Evans Withycombe Residential $ Total $ 182,465,420 168,970,180 124,973,107 119,710,626 76,271,792 72,180,895 71,926,584 60,120,374 53,195,439 48,108,163 2003 Rank Percentage of Total City Taxable Assessed Value 1 2 3 4 5 6 7 8 9 10 1.15% 1.06% 0.78% 0.75% 0.48% 0.45% 0.45% 0.38% 0.33% 0.30% 977,922,580 6.13% Source: HdL Coren & Cone, Riverside County Assessor combined tax rolls. 176 Rank Percentage of Total City Taxable Assessed Value 90,682,408 2 0.93% 75,014,030 4 0.77% 64,628,680 77,468,765 5 3 0.66% 0.79% 96,172,377 52,805,400 44,553,598 28,603,754 26,680,129 25,000,000 1 6 7 8 9 10 0.98% 0.54% 0.46% 0.29% 0.27% 0.26% Taxable Assessed Value $ $ 581,609,141 5.95% CITY OF CORONA Schedule 8 Property Tax Levies and Collections Last Ten Fiscal Years Collected within the Fiscal Year of the Levy Fiscal Year Ended June 30, Taxes Levied for the 1 Fiscal Year Amount 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 $ 14,732,029 15,932,786 17,960,358 18,409,599 23,054,281 25,254,270 25,036,199 22,628,536 22,451,824 22,448,815 $ 13,947,475 14,583,817 16,344,312 16,237,649 19,690,971 20,898,139 21,120,483 19,921,737 19,619,070 20,689,087 Total Collections to Date Percentage of Levy Delinquent Tax 2 Collections Amount Percentage of Levy 94.67% 91.53% 91.00% 88.20% 85.41% 82.75% 84.36% 88.04% 87.38% 92.16% $ 707,460 596,595 639,412 827,438 1,439,660 2,427,904 2,092,540 1,424,373 1,155,344 - $ 14,654,935 15,180,412 16,983,724 17,065,087 21,130,631 23,326,043 23,213,023 21,346,110 20,774,414 20,689,087 99.48% 95.28% 94.56% 92.70% 91.66% 92.36% 92.72% 94.33% 92.53% 92.16% Note: 1) Amounts excluded debt service levies and Redevelopment property tax increment. 2) Amounts excluded interest and penalties. Source: City of Corona Finance Department; Riverside County Auditor-Controller’s Office. 177 CITY OF CORONA Schedule 9 Ratios of Outstanding Debt by Type Last Ten Fiscal Years (dollars in thousands, except per capita) Governmental Activities Fiscal Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 General Obligation Bonds Redevelopment Bonds Lease Revenue Bonds $ $ $ 56,770 55,840 53,940 51,975 87,130 73,390 70,695 67,905 65,015 35,215 5,065 3,955 3,635 2,535 1,925 1,445 950 - 49,205 48,030 45,485 42,755 63,175 90,940 87,805 85,075 82,025 - 1 Loans Payable $ 2,711 2,308 1,907 1,485 1,039 569 - Lease Payable $ 1,100 976 883 787 686 583 475 26 25,283 Long-Term Agreement Payable Special Assessment Bonds $ $ 1,301 1,115 929 6,882 5,725 4,530 3,301 - 1 Note: 1) No longer reported under governmental activities as the result of the dissolution of the Corona Redevelopment Agency as of February 1, 2012. Details regarding the City’s outstanding debt can be found in the notes to the financial statements. 178 5,095 4,025 3,255 2,930 2,565 2,225 1,900 1,435 1,025 660 Business-Type Activities Installment Agreement Payable Long-Term Installment Payable $ $ 432 296 173 37 2,000 2,036 1,764 1,485 34,190 33,455 32,690 31,895 31,070 30,215 29,325 28,400 27,435 26,430 Term Loan Payable Capital Leases $ 19,233 18,194 35,171 43,429 43,322 41,990 39,625 37,207 34,724 32,176 $ 172,628 172,628 172,628 172,628 172,628 172,628 172,628 172,628 172,628 172,628 Certificates of Participation Contracts Payable Total Primary Government $ $ $ 73,450 73,175 101,760 101,310 100,590 98,145 95,645 93,035 90,320 87,495 179 717 717 717 717 717 690 690 690 690 690 420,164 413,303 453,804 453,857 505,949 519,739 507,463 492,941 478,953 382,062 Percent of Personal Income 13.4% 12.6% 13.0% 12.1% 12.8% 12.9% 12.9% 12.2% 11.6% 9.1% Per Capita $ $ $ $ $ $ $ $ $ $ 3,067 2,914 3,150 3,137 3,462 3,525 3,415 3,277 3,117 2,489 CITY OF CORONA Schedule 10 Ratios of Net General Bonded Debt Outstanding Last Ten Fiscal Years (dollars in thousands, except per capita) General Bonded Debt Outstanding Fiscal Year 180 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Note: General Obligation Bonds $ 5,065 3,955 3,635 2,535 1,925 1,445 950 - RedevelopSpecial ment Assessment 3 Bonds Bonds $ 49,205 48,030 45,485 42,755 63,175 90,940 87,805 85,075 82,025 - $ 5,095 4,025 3,255 2,930 2,565 2,225 1,900 1,435 1,025 660 Lease Revenue Bonds $ 56,770 55,840 53,940 51,975 87,130 73,390 70,695 67,905 65,015 62,020 Total General Bonded Debt Less Net Position Restricted for Debt Repayment Net General Bonded Debt $ 116,135 111,850 106,315 100,195 154,795 168,000 161,350 154,415 148,065 62,680 $ 19,092 13,179 7,982 6,898 28,839 25,251 11,969 7,080 10,774 3,418 $ 97,043 98,671 98,333 93,297 125,956 142,749 149,381 147,335 137,291 59,262 Percentage of Actual 1 Value of Property 0.99% 0.93% 0.82% 0.69% 0.79% 0.81% 0.84% 0.90% 0.85% 0.37% 1) See Schedule 5b for property value data. 2) Population data can be found in Schedule 14. 3) No longer considered general bonded debt as the result of the dissolution of the Corona Redevelopment Agency as of February 1, 2012. Details regarding the City's outstanding debt can be found in the notes to the financial statement. Per 2 Capita $ 708 696 683 645 862 968 1,005 980 894 408 CITY OF CORONA Schedule 11 1 Direct and Overlapping Governmental Activities Debt As of June 30, 2012 (dollars in thousands) Direct and Overlapping Tax and Assessment Debt: Metropolitan Water District Riverside City Community College District Alvord Unified School District Corona-Norco Unified School District Alvord Unified School District CFD No. 2006-1 Corona-Norco Unified School District CFD No. 6 Corona-Norco Unified School District CFD No. 88-1 Corona-Norco Unified School District CFD No. 97-1 Corona-Norco Unified School District CFD No. 99-1 Corona-Norco Unified School District CFD No. 99-2, Imp Areas A, B, C Corona-Norco Unified School District CFD No. 00-1 Corona-Norco Unified School District CFD No. 01-1, Imp Areas A & B Corona-Norco Unified School District CFD No. 01-2, Imp Areas A, B, C Corona-Norco Unified School District CFD No. 03-3, Imp Area A Corona-Norco Unified School District CFD No. 03-5 Corona-Norco Unified School District CFD No. 04-2, Imp Areas 1 & 3 City of Corona CFD No. 86-2 City of Corona CFD No. 89-1 City of Corona CFD No. 90-1 City of Corona CFD No. 97-2 City of Corona CFD No. 2000-1 City of Corona CFD No. 2001-2 City of Corona CFD No. 2002-1 City of Corona CFD No. 2002-4 City of Corona CFD No. 2003-2 City of Corona CFD No. 2004-1 California Statewide Communities Development Authority CFD No. 2002-1 City of Corona 1915 Act Bonds Total Overlapping Tax and Assessment Debt Total Direct Tax and Assessment Debt Total Direct and Overlapping Tax and Assessment Debt Direct and Overlapping General Fund Debt: Overlapping General Fund Obligations Riverside County General Fund Obligations Riverside County Pension Obligations Riverside County Board of Education COPs Corona-Norco Unified School District General Fund Obligations Alvord Unified School District General Fund Obligation Debt Total Overlapping General Fund Obligations Direct General Fund Obligations: City of Corona General Fund Obligations Total Direct General Fund Obligations Debt Outstanding $ 196,545 230,858 205,161 274,073 8,340 410 1,515 1,288 3,177 6,654 2,335 9,595 14,760 5,250 2,560 4,510 11,630 19,325 28,895 12,575 6,590 3,130 25,185 8,420 7,590 3,365 4,230 5,035 $ 655,042 357,540 5,055 30,035 2,027 87,963 Total Direct and Overlapping General Fund Obligations Less: Riverside County self-supporting obligations City-obligated debt supported by special assessment payments Total Net Direct and Overlapping General Fund Obligations Total Gross Direct Debt Total Net Direct Debt Total Gross Overlapping Debt Total Net Overlapping Debt Gross Combined Total Direct and Overlapping Debt3 Net Combined Total Direct and Overlapping Debt 181 Est. Percentage 2 Applicable 0.740% 22.812% 16.980% 57.044% 16.860% 100.000% 90.618% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 100.000% 9.107% 9.107% 9.107% 57.044% 16.980% Share of Overlapping Debt $ 1,454 52,663 34,836 156,342 1,406 410 1,373 1,288 3,177 6,654 2,335 9,595 14,760 5,250 2,560 4,510 11,630 19,325 28,895 12,575 6,590 3,130 25,185 8,420 7,590 3,365 4,230 5,035 434,584 $ 434,584 $ $ 59,655 32,561 460 17,133 344 110,154 $ 87,963 87,963 100.000% $ $ 198,117 1,129 660 196,328 $ $ $ $ $ $ 87,963 87,303 544,738 543,609 632,701 630,912 CITY OF CORONA Schedule 11 Direct and Overlapping Governmental Activities Debt As of June 30, 2012 (dollars in thousands) Notes to Schedule 11 1) Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the City. The schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of Corona. This process recognizes that, when considering the City's ability to issue and repay long-term debt, the entire debt burden borne by the residents and businesses should be taken into account. However, this does not imply that every taxpayer is a resident, and therefore responsible for the repaying the debt, of each overlapping government. 2) For debt repaid with property taxes, the percentage of overlapping debt applicable is estimated using assessed property values. Applicable percentages were estimated by determining the portion of another governmental unit’s assessed value that is within the City’s boundaries and dividing it by each unit’s total assessed value. 3) Amount excluded tax and revenue anticipation notes, enterprise revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. 182 CITY OF CORONA Schedule 12 Legal Debt Margin Information Last Ten Fiscal Years (dollars in thousands) Legal Debt Margin Calculation for Fiscal Year 2012 Assessed Value Debt Limit (15% of assessed value) Debt Applicable to limit: General obligation bonds Less: Amount set aside for repayment of general obligation debt Total net debt applicable to limit Legal Debt Margin 183 Debt Limit $ 2003 2004 2005 2006 $ 1,465,692 $ 1,591,659 $ 1,809,375 $ 2,031,070 3,505 2,871 2,298 1,719 $ 1,462,187 $ 1,588,788 $ 1,807,077 $ 2,029,351 Total net debt applicable to limit Legal debt margin $ 15,925,535 2,388,830 Total debt applicable to the limit as a percentage of debt limit 0.239% 0.180% 0.127% 0.085% 25,283 25,283 2,363,547 Fiscal Year 2007 2008 $ $ 2,385,348 $ 2,653,302 1,158 600 2,384,190 $ 2,652,702 0.049% 0.023% 01 2009 2010 $ 2,654,117 $ 2,442,456 (43) $ 2,654,160 $ 2,442,456 -0.002% Note: Under State Finance Law, the City's outstanding general obligation debt should not exceed 15 percent of total assessed property value. By law, the general obligation debt subject to the limitation may be offset by amounts set aside for repaying general obligation bonds. 0.000% 2011 2012 $ 2,412,865 $ 2,388,830 $ $ 25,283 $ 2,387,582 1.048% 25,283 $ 2,363,547 1.058% CITY OF CORONA Schedule 13 Pledged-Revenue Coverage Last Ten Fiscal Years (dollars in thousands) Lease Revenue Bonds Fiscal Year Lease Payments 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 $ 1,827 1,931 3,306 4,184 4,501 5,673 5,663 5,686 5,677 5,669 Current Account Balance $ 2,209 1,511 1,068 177 272 152 150 125 126 166 Special Assessment Bonds Debt Service Principal Interest $ 790 930 1,900 1,965 2,025 2,620 2,695 2,790 2,890 2,995 $ 1,749 2,499 2,450 2,390 2,626 3,212 3,118 3,021 2,915 2,801 Special Assessment Collections Coverage 4 1.59 1.00 1.01 1.00 1.03 1.00 1.00 1.00 1.00 1.01 1 $ 1,410 822 582 560 543 487 571 525 376 212 Current Account Balance Debt Service Principal Interest $ 5,579 1,411 1,020 448 77 38 28 79 152 238 $ 5,460 1,070 770 325 365 340 325 465 410 365 Notes: 1) 2002 Lease Revenue bonds issued; capitalized interest used to make debt payments. 2) 2003 COPs issued with capitalized interest. 3) 2005 COPs issued with capitalized interest. 4) 2006 Lease Revenue bonds issued; escrow used to make 2000 LRB payment. Details regarding the City's outstanding debt can be found in the notes to the financial statements. 184 $ 617 355 283 241 214 187 162 131 97 67 Coverage 1.15 1.57 1.52 1.78 1.07 1.00 1.23 1.01 1.04 1.04 Schedule 13 Pledged-Revenue Coverage Last Ten Fiscal Years (dollars in thousands) Water Revenue Bonds Fiscal Year Lease Payments 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 $ 2,286 2,284 2,286 2,285 2,286 2,288 2,281 2,281 2,281 2,278 Certificates of Participation Debt Service Principal Interest Coverage Current Debt Service Lease Account Payments Balance Principal Interest Coverage $ $ 710 735 765 795 825 855 890 925 965 1,005 $ 1,577 1,550 1,522 1,493 1,462 1,429 1,393 1,356 1,316 1,273 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 185 504 771 1,223 4,520 5,077 6,764 6,761 6,861 6,859 7,063 $ 47 4,689 2,686 335 343 346 323 220 224 24 $ 265 275 435 450 720 2,445 2,500 2,610 2,715 2,825 $ 286 2,779 3,469 4,390 4,710 4,665 4,582 4,476 4,367 4,261 1.00 1.79 1.00 1.00 1.00 1.00 1.00 1.00 1.00 1.00 2 3 CITY OF CORONA Schedule 14 Demographic and Economic Statistics Last Ten Calendar Years (1) Year Population 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 137,006 141,822 144,070 144,661 146,164 147,428 148,597 150,416 153,649 153,484 (2) Personal Income (thousands of dollars) $ 3,142,951 3,274,812 3,492,689 3,754,532 3,959,729 4,032,746 3,942,278 4,031,149 4,114,259 4,206,843 Per Capita Personal Income $ 22,940 23,091 24,243 25,954 27,091 27,354 26,530 26,800 26,777 27,409 (3) (4) (5) Median Age School Enrollment Unemployment Rate n/a n/a n/a n/a n/a n/a 30.5 31.5 32.5 32.6 Sources: 1) Population – California Department of Finance; 2) Personal Income –Economics & Politics, Inc. 3) Median Age – U.S. Census Bureau; 4) School Enrollment – Corona-Norco Unified School District; 5) Unemployment Rate – California Labor Market. 186 41,977 43,998 44,240 47,731 49,865 51,334 52,138 52,914 53,153 53,467 5.0% 4.8% 3.7% 3.5% 4.1% 6.1% 10.4% 10.3% 10.7% 9.3% CITY OF CORONA Schedule 15 Principal Employers Current Year and Nine Years Ago 2012 Employer Corona-Norco Unified School District Corona Regional Medical Center Watson Laboratories, Inc. Fender USA Corona City of Corona Arizona Pipeline Kaiser Permanente Monster Engergy TWR Framing Enterprises Dart Container Corporation All American Asphalt Golden Cheese Co. of California Doorway Manufacturing Total Employees 4,686 1,260 907 850 797 600 575 410 400 384 2003 Rank Percentage of Total City Employment 1 2 3 4 5 6 7 8 9 10 5.42% 1.46% 1.05% 0.98% 0.92% 0.69% 0.66% 0.47% 0.46% 0.44% 12.55% 12,126 10,869 Source: City of Corona’s Economic Development Division; California Labor Market. 187 Rank Percentage of Total City Employment 4,335 1,101 1,231 700 1,058 1 3 2 8 5 5.95% 1.51% 1.69% 0.96% 1.45% 1,100 4 1.51% 701 950 400 550 7 6 10 9 0.96% 1.30% 0.55% 0.75% Employees 16.63% CITY OF CORONA Schedule 16 Full-time Equivalent City Government Employees by Function/Program Last Eight Fiscal Years Full-time Equivalent Employees 2012 2011 2010 2009 2008 2007 2006 2005 Function/Program General Government Management Services Human Resources Information Technology Finance Community Development 1 Building Police Officers Civilians Fire Firefighters and officers Civilians Public Works Redevelopment Administrative Services Parks and Community Services Library Department of Water and Power Transit Services Total 8 8.5 13 27 17 0 9 10 14 32 21 0 9 10 14 32 21 0 12 11 15 36 27 0 19 15 18 41 24 24 19 15 17 42 26 24 12 13 17 41 21 23 13 12 17 41 20 22 152 60 176 72 177 67 179 72 191 91 191 91 175 87 167 90 112 5 74 0 5.5 22 15 112 1 121 7 77 16 121 7 76 17 121 10 84 17 124 23 102 16 124 22 102 15 111 22 93 17 106 26 94 17 28 17 107 1 28 17 112 1 35 18 113 1 48 20 111 1 49 19 130 1 50 18 146 1 50 19 137 1 632 708 709 751 868 887 847 832 Source: City of Corona Finance Department. Note: 1) Building Department merged into Community Development Department during Fiscal Year 2008-09. 2) Data from nine years ago was not available. 188 CITY OF CORONA Schedule 17 Operating Indicators by Function/Program Last Eight Fiscal Years Fiscal Year 2012 2011 2010 2009 2008 2007 2006 2005 Function/Program Police Physical Arrests Parking Violations Traffic Violations Fire Emergency Responses Fires Extinguished Inspections Public Works Street Resurfacing (miles) Street Lights Repaired Potholes Filled (sq. ft) Parks and Community Services Sportsfields Participation Comm. Centers/Gym/Pool Other Activity Participation Library Volumes in Collection Total Volumes Borrowed Water New Connections Water Main Repairs Average Daily Consumption (millions of gallons) Wastewater Average Daily Sewage Treatment (millions of gallons) Transit Services Total Route Miles (round-trip) Passengers Fixed Route Dial-A-Ride 4,472 4,976 8,691 5,701 6,541 9,456 5,337 3,241 10,087 5,693 6,768 13,357 5,026 8,165 11,389 5,298 9,806 11,931 4,696 8,147 13,923 4,259 8,657 16,885 9,843 326 1,929 9,606 318 1,478 9,683 378 2,560 9,480 387 2,124 10,139 439 2,072 10,238 515 1,039 9,997 499 865 9,644 503 1,529 1 1,093 13,316 8 1,811 25,557 85 1,775 38,187 70 1,991 51,223 6 1,721 33,936 172.51 1,307 42,000 9.80 1,336 37,389 11.75 1,158 36,294 2,325,101 1,832,892 1,746,257 1,307,866 216,729 239,464 249,295 279,548 232,701 211,533 259,179 249,407 828,717 309,814 217,500 486,114 310,604 153,301 459,002 307,888 126,542 462,852 303,460 128,991 170,435 169,188 166,163 177,028 1,991,581 2,034,932 1,262,964 1,191,239 175,648 956,152 165,102 540,612 165,474 673,450 161,495 722,032 80 37 133 46 217 45 269 6 158 6 504 10 801 9 656 38 31.0 30.2 32.9 39.0 36.5 35.0 35.2 38.1 13.0 13.7 13.0 13.0 13.0 13.0 12.2 12.2 39.0 39.0 39.0 39.0 39.0 44.4 44.7 44.7 150,815 57,577 146,983 58,892 162,423 66,481 153,783 61,285 152,568 58,153 165,104 64,689 Source: Various City departments. Note: Data from nine years ago was not available. 189 166,744 63,122 163,062 64,079 CITY OF CORONA Schedule 18 Capital Asset Statistics by Function/Program Last Eight Fiscal Years Fiscal Year 2012 2011 2010 2009 2008 2007 2006 2005 Function/Program Police Stations Zone Offices Patrol Units Fire Stations Streets Streets and Alleys (miles) 1 Streetlights Traffic Signals Parks and Community Services Total Park Acreage Playgrounds Baseball/softball diamonds Soccer/football fields Community Centers Civic Center Auditorium Seating Cap Fiesta Bandshell Seating Capacity Water Water Main (miles) Fire Hydrants Storage Capacity (millions of gallons) Wastewater Sanitary Sewers (miles) Storm Sewers (miles) Treatment Capacity (millions of gallons) Transit Services Minibuses Fixed Route Dial-A-Ride 1 2 53 7 1 2 60 7 1 2 65 7 1 3 65 7 1 3 74 7 1 3 74 7 1 3 66 7 1 3 58 7 403 11,353 169 398 11,237 170 398 11,733 168 398 11,682 166 383 11,711 161 380 11,688 163 376 11,300 157 371 10,540 153 376 27 36 18 7 380 500 376 27 37 18 7 380 500 376 27 39 17 7 380 500 376 26 35 15 7 380 500 364 30 35 15 7 380 500 364 30 33 14 7 380 500 342 29 33 14 7 250 500 347 30 32 11 7 250 500 677 8,996 676 8,788 684 8,692 670 8,496 670 8,421 622 8,300 606 7,904 566 7,611 51 51 53 53 44 44 46 41 444 166 16 442 168 16 447 168 16 445 165 16 436 161 14 394 154 14 382 148 19 376 145 16 4 10 5 10 5 9 5 9 5 9 5 9 5 9 5 9 Source: Various City departments. Note: 1) Number of streetlights includes only the City-owned ones. Data from nine years ago was not available. 190 APPENDIX B DEFINITIONS AND SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE The following is a summary of certain provisions of the Indenture that are not described elsewhere. This summary does not purport to be comprehensive and reference should be made to the respective agreement for a full and complete statement of the provisions thereof. DEFINITIONS Unless the context otherwise requires, the terms defined in the Indenture shall, for all purposes of the Indenture and of any indenture supplemental hereto and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and plural forms of any of the terms herein defined. In addition, all capitalized terms used herein and not otherwise defined in the Indenture shall have the respective meanings given such terms in the Agency Agreement. “1997 Certificates” means the $7,010,000 1997 Refunding Certificates of Participation (Wastewater Treatment Facilities Project). “1997 Escrow Account” means the account by that name established under the 1997 Escrow Agreement. “1997 Escrow Agreement” means the Escrow Deposit and Trust Agreement dated as of June 1, 2013, by and among the City, Corona Public Improvement Corporation, the Authority and the Escrow Bank. “1997 Lease” means the Amended and Restated Lease Agreement, dated as of January 1, 1997, by and between the City and the Corona Public Improvement Corporation. “1997 Project” means the wastewater facilities so described in the Indenture. “1997 SRF Loan” means State Revolving Fund Loan Contract No. 6-807-550-0, dated September 12, 1996, as amended by Amendment No. 1 on June 25, 1997. “1997 SRF Project” means the wastewater facilities so described in the Indenture. “1997 Trust Agreement” means the Trust Agreement, dated as of January 1, 1997, by and among the City, the Corona Public Improvement Corporation and the 1997 Trustee. “1997 Trustee” and “2003 Trustee” mean BNY Western Trust Company as succeeded by The Bank of New York Mellon Trust Company, N.A. “2002 Lease Payments” mean those payments of the Authority to the City due under the Wastewater Enterprise Lease Agreement. “2003 Certificates” means the $68,030,000 City of Corona Certificates of Participation (Clearwater Cogeneration Project and Recycled Water Project). “2003 Escrow Account” means the account by that name established under the Escrow Agreement. “2003 Escrow Agreement” means the Escrow Deposit and Trust Agreement dated as of June 1, 2013, by and among the City, the Financing Authority, the Authority and the Escrow Bank. “2003 Project” means the wastewater facilities so described in the Indenture. B-1 “2003 Trust Agreement” means the Trust Agreement, dated as of May 1, 2003, by and among the City, the Authority and the 2003 Certificates. “2013 Project” means improvements to the Wastewater Enterprise, including equipment, all as more fully described in the Indenture or such improvements or betterments to the Wastewater Enterprise as may be permitted under the Indenture. “Additional Payments” means the amounts payable by the Authority in the Indenture. “Agency” means the Corona Redevelopment Agency, as succeeded in interest by the City of Corona as successor agency thereto. “Agency Agreement” means that certain Agency Agreement dated as of June 1, 2013, between the City and Authority for the construction of the 2013 Project. “Aggregate Maximum Annual Debt Service” means the maximum amount of Debt Service payable in any Fiscal year on all Bonds Outstanding and any Parity Obligations outstanding or to be issued during the period from the date of such calculation through the final maturity date of the Bonds and Parity Obligations, calculated using the assumptions set forth in the definition of Debt Service. “Agreement” means that certain Amended and Restated Joint Exercise of Powers Agreement, dated February 6, 2013, by and among the City, the Agency and the Housing Authority, together with any amendments thereof and supplements thereto. “Allocated Costs” means an amount payable to the City based on an allocation of City overhead to the Wastewater Enterprise (Allocated Costs do not include the 2002 Lease Payments). “Authority” means the Corona Utility Authority, a joint powers authority duly organized and existing under the laws of the State. “Authorized Representative” means: (a) with respect to the Authority, its President, Vice President, Executive Director, Treasurer, Secretary or any other person designated as an Authorized Representative of the Authority by a Written Certificate of the Authority signed by its President and filed with the Trustee; and (b) with respect to the City, its Mayor, City Manager, City Clerk, Deputy City Clerk, Treasurer, Finance Director or any other person designated as an Authorized Representative of the City by a Written Certificate of the City signed by its Mayor, City Manager and filed with the Trustee. “Board” means the Board of Directors of the Authority. “Bond Counsel” means (a) Best Best & Krieger LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the Authority of nationally-recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Code. “Bond Fund” means the fund by that name established and held by the Trustee pursuant to the Indenture. “Bond Law” means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as in existence on the Closing Date or as thereafter amended from time to time. “Bond Register” means the books for registration maintained by Trustee pursuant to the Indenture. “Bond Year” means each twelve-month period extending from September 2 in one calendar year to September 1 of the succeeding calendar year, both dates inclusive, the first such Bond Year commencing on the Closing Date and ending September 1, 2014. B-2 “Bonds” means the $20,890,000 aggregate principal amount of Corona Public Financing Authority 2013 Wastewater Revenue Bonds (Wastewater Projects) authorized by and at any time Outstanding pursuant to the Bond Law and the Indenture. “Book-Entry Depository” shall mean DTC or any successor as Book-Entry Depository for the Bonds, appointed pursuant to the Indenture. “Business Day” means a day (other than a Saturday or a Sunday) on which banks are not required or authorized to remain closed in the city in which the Trust Office is located. “City” means the City of Corona. “Closing Date” means June 26, 2013, being the date of delivery of the Bonds to the Original Purchaser. “Code” means the Internal Revenue Code of 1986, as amended. “Completion Date” means the date of completion of the acquisition, development and construction of the 2013 Project. “Contracts” means all contracts, lease agreements, installment purchase agreements or loan agreements with the State of California (including State Revolving Fund Loan Contract No. 7834-110 and 7838-110 as applied to the State Water Board) or other parties, of the Authority previously or hereafter authorized and executed by the Authority, the payments under which are payable from Net Revenues as described in the Indenture; and excluding contracts entered into for operation and maintenance of the Wastewater Enterprise. “Costs of Issuance” means all expenses incurred in connection with the authorization, issuance, sale and delivery of the Bonds and the application of the proceeds of the Bonds, including but not limited to all compensation, fees and expenses (including but not limited to fees and expenses for legal counsel) of the Authority and the costs of the City for administration and supervision of the 2013 Project, initial fees and expenses of the Trustee, title insurance premiums, municipal bond insurance premiums, appraisal fees, compensation to any financial consultants or underwriters, legal fees and expenses, filing and recording costs, rating agency fees, costs of preparation and reproduction of documents and costs of printing. “Costs of Issuance Fund” means the fund by that name established and held by the Trustee pursuant to the Indenture. “Date of Delivery” means the date on which the Bonds are delivered to the Original Purchaser. “Debt Service” means, for any period of calculation, the sum of: (1) the interest payable during such period on all outstanding Obligations, assuming that all outstanding serial Obligations are retired as scheduled and that all outstanding term Obligations are redeemed or paid from sinking fund payments as scheduled (except to the extent that such interest is capitalized or is reasonably anticipated to be reimbursed to the Authority by the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program); (2) those portions of the principal amount or accreted value of all outstanding serial Obligations maturing in such period; (3) those portions of the principal amount of all outstanding term Obligations required to be redeemed or paid in such period; and (4) those portions of the Contracts required to be made during such period, (except to the extent the interest that evidenced and represented thereby is capitalized or is reasonably anticipated to be reimbursed to the Authority by the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of B-3 Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program); but less the earnings to be derived from the investment of moneys on deposit in debt service reserve funds established for Obligations or Contracts; provided that, as to any such Obligations or Contracts bearing or comprising interest at other than a fixed rate, the rate of interest used to calculate Debt Service shall, for all purposes, be assumed to bear interest at a fixed rate equal to the higher of: (i) the then current variable interest rate borne by such Obligations or Contracts plus 1%; and (ii) the highest variable rate borne over the preceding 24 months by outstanding variable rate debt issued by the Authority or, if no such variable rate debt is at the time outstanding, by variable rate debt of which the interest rate is computed by reference to an index comparable to that to be utilized in determining the interest rate for the debt then proposed to be issued; and provided further that if any series or issue of such Obligations or Contracts have twenty-five percent (25%) or more of the aggregate principal amount of such series or issue due in any one year, Debt Service shall be determined for the period of determination as if the principal of and interest on such series or issue of such Obligations or Contracts were being paid from the date of incurrence thereof in substantially equal annual amounts over a period of twentyfive (25) years from the date of calculation; and provided further that the amount on deposit in a debt service reserve fund on any date of calculation of Debt Service shall be deducted from the amount of principal due at the final maturity of the Obligations and Contracts for which such debt service reserve fund was established and to the extent the amount in such debt service reserve fund is in excess of such amount of principal, such excess shall be applied to the full amount of principal due, in each preceding year, in descending order, until such amount is exhausted. “Direct Costs” means the reasonable and necessary costs, expenses and purchases paid for maintaining and operating the Wastewater Enterprise, including but not limited to (a) cost of electricity and other forms of energy supplied to the Wastewater Enterprise, which includes Power Sales Payments, (b) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Wastewater Enterprise in good repair and working order and (c) the reasonable administrative costs of the Authority attributable to the operation and maintenance of the Wastewater Enterprise, but in all cases excluding (i) debt service payable on obligations incurred by the Authority with respect to the Wastewater Enterprise, (ii) depreciation replacement and obsolescence charges or reserves therefor, and (iii) amortization of intangibles or other bookkeeping entries of a similar nature. “DTC” shall meant The Depository Trust Company, New York, New York, and its successors and assigns. “Escrow Bank” means The Bank of New York Mellon Trust Company, N.A., as Escrow Bank under the 1997 Escrow Agreement and the 2003 Escrow Agreement. “Event of Default” means any of the events specified in the Indenture. “Federal Securities” means bills, certificates of indebtedness, notes, bonds, or other similar securities which are direct, non-callable obligations of the United States of America, CATS, TIGERS, STRPS, or defeased municipal bonds rated “AAA” by S&P and “Aaa” by Moody’s. “Financing Authority” means the Corona Public Financing Authority. “Fiscal Year” means any twelve-month period extending from July 1 in one calendar year to June 30 of the succeeding calendar year, both dates inclusive, or any other twelve-month period selected and designated by the Authority as its official fiscal year period. B-4 “Gross Revenues” means, for any Fiscal Year, the sum of all gross charges received for, and all other gross income and receipts derived by the Authority from the lease and operation of the Wastewater Enterprise or otherwise arising from the Wastewater Enterprise, including but not limited to investment earnings thereon, including Wastewater Capital Impact Fees (including any fees levied with respect to reclaimed water) to the extent such fees are allocable to the Wastewater Projects, and any operational participation revenues received. Gross Revenues shall not include reimbursements from the United States of America pursuant to Section 54AA of the Code (Section 1531 of Title I of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. No. 111-5, 23 Stat. 115 (2009), enacted February 17, 2009)), or any future similar program). “Indenture” means the Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture pursuant to the provisions of the Indenture. “Independent Financial Consultant,” or “Independent Certified Public Accountant” means any individual or firm engaged in the profession involved, appointed by Authority, and who, or each of whom, has a favorable reputation in the field in which his/her opinion or certificate will be given, and: (1) is in fact independent and not under domination of Authority; (2) does not have any substantial interest, direct or indirect, with Authority; and (3) is not connected with Authority as an officer or employee of Authority, but who may be regularly retained to make reports to Authority. “Information Services” means the Electronic Municipal Market Access System of the Municipal Securities Rulemaking Board at www.emma.msrb.org; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other services providing information with respect to called bonds as designated in a certificate of an Authorized Representative delivered to the Trustee. “Interest Account” means the account by that name established in the Bond Fund pursuant to the Indenture. “Interest Payment Date” means each March 1 and September 1 commencing March 1, 2014. “Minimum Rating” means a rating of “A” or better by Moody’s and S&P if S&P is then rating the Bonds. In the event the rating system of Moody’s and S&P with respect to any particular Permitted Investment does not include a rating category of “A,” the term “A” or better as used in the preceding sentence shall mean the highest general rating category applicable to such Permitted Investment (determined without regard to any refinement or gradation of such rating category by a numerical modifier, a plus or a minus sign, or otherwise). “Moody’s” means Moody’s Investors Service, its successors and assigns. “Net Revenues” means, for any Fiscal Year, an amount equal to all of the Gross Revenues received with respect to such Fiscal Year, minus the amount required to pay all Direct Costs and Allocated Costs becoming payable with respect to such Fiscal Year. “Obligations” means all revenue bonds, certificates of participation, or notes authorized, executed, issued and delivered by the Authority, the payments of which are payable from Net Revenues on a parity with the Bonds and which are secured by a pledge of and lien on Net Revenues as described in the Indenture. “Original Purchaser” means Stifel, Nicolaus & Company, Incorporated as the original purchaser of the Bonds upon their delivery by the Trustee on the Closing Date. “Outstanding” when used as of any particular time with reference to Bonds, means, subject to the provisions of the Indenture, all Bonds except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; B-5 (b) Bonds paid or deemed to have been paid pursuant to the Indenture; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and delivered by Authority pursuant to the Indenture. “Owner” whenever used herein with respect to a Bond, means the person in whose name the ownership of such Bond is registered on the Registration Books. “Parity Obligations” means Obligations issued pursuant to the Indenture. “Participant” means a member of, or participant in, DTC. “Permitted Investments” The term “Permitted Investments” means: 1. (a) Cash (fully insured by the Federal Deposit Insurance Corporation), (b) Direct obligations (other than an obligation subject to variation in principal repayment) of the United States of America (“U.S. Treasury Obligations”), (b) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by the United States of America, (c) obligations fully and unconditionally guaranteed as to timely payment of principal and interest by any agency or instrumentality of the United States of America when such obligations are backed by the full faith and credit of the United States of America, or (d) evidences of ownership of proportionate interests in future interest and principal payments on obligations described above held by a bank or trust company as custodian, under which the owner of the investment is the real party in interest and has the right to proceed directly and individually against the obligor and the underlying government obligations are not available to any person claiming through the custodian or to whom the custodian may be obligated. THE ABOVE REFERENCED OBLIGATIONS MAY CONSTITUTE DEFEASANCE OBLIGATIONS. Any security used for defeasance must provide for the timely payment of principal and interest and cannot be callable or prepayable prior to maturity or earlier redemption of the rated debt (excluding securities that do not have a fixed par value and/or whose terms do not promise a fixed dollar amount at maturity or call date). 2. Federal Housing Administration debentures. 3. The listed obligations of government-sponsored agencies which are not backed by the full faith and credit of the United States of America: a) Federal Home Loan Mortgage Corporation (FHLMC) senior debt obligations and Participation certificates (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) b) Farm Credit System (formerly Federal Land Banks, Federal Intermediate Credit Banks and Banks for Cooperatives) consolidated system-wide bonds and notes c) Federal Home Loan Banks (FHL Banks) consolidated debt obligations d) Federal National Mortgage Association (FNMA) senior debt obligations and mortgage-backed securities (excluded are stripped mortgage securities which are purchased at prices exceeding their principal amounts) 4. Unsecured certificates of deposit, time deposits, and banker acceptances (having maturities of not more than 365days) of any bank, which may include the Trustee and its affiliates, the short-term obligations of which are rated “A-1 +” or better by S&P and “Prime-1” by Moody’s. 5. Deposits the aggregate amount of which are fully insured by the Federal Deposit Insurance Corporation, in banks which may include the Trustee and its affiliates which have capital and surplus of at least $15 million. B-6 6. Commercial paper (having original maturities of not more than 270 days) rated at the time of purchase “A-1+” by S&P and “Prime-1” by Moody’s. 7. Money market funds rated “Aam” or “AAm-G” by S&P, or better and if rated by Moody’s rated “Aa2” or better, including such funds for which the Trustee, its affiliates or subsidiaries provide investment advisory or other management services or for which the Trustee or an affiliate of the Trustee serves as investment administrator, shareholder servicing agent, and/or custodian or subcustodian, notwithstanding that (i) the Trustee or an affiliate of the Trustee receives fees from funds for services rendered, (ii) the Trustee collects fees for services rendered pursuant to the Indenture, which fees are separate from the fees received from such funds, and (iii) services performed for such funds and pursuant to the Indenture may at times duplicate those provided to such funds by the Trustee or an affiliate of the Trustee. 8. “State Obligations,” which means: a) Direct general obligations of any state of the United States of America or any subdivision or agency thereof to which is pledged the full faith and credit of a state or any subdivision or agency thereof, the unsecured general obligation debt of which is rated at least “A3” by Moody’s and/or at least “A-” by S&P, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured general obligation debt is so rated. b) Direct general short-term obligations of any state agency or subdivision or agency thereof described in (a) above and rated ‘A-1+” by S&P and/or ‘MIG-1” by Moody’s. c) Special Revenue Bonds (as defined in the United States Bankruptcy Code) of any state or any subdivision or agency described in (a) above and rated “AA-” or better by S&P and/or “Aa3” or better by Moody’s. 9. Pre-refunded municipal obligations rated “AAA” by S&P and “Aaa” by Moody’s which are (1) not subject to redemption prior to maturity or (2) the trustee for the municipal obligations has been given irrevocable instructions concerning their call and redemption and the issuer of the municipal obligations has covenanted not to redeem such municipal obligations other than as set forth in such instructions. 10. Repurchase agreements: with (1) any domestic bank, or domestic branch of a foreign bank, the long term debt of which is rated at least ‘A-” by S&P and ‘A3” Moody’s; or (2) any broker-dealer with ‘retail customers” or a related affiliate thereof which broker-dealer has, or the parent company (which guarantees the provider) of which has, long-term debt rated at least ‘A-” by S&P and ‘A3” by Moody’s, which broker-dealer falls under the jurisdiction of the Securities Investors Protection Corporation; or (3) any other entity rated at least ‘A-” by S&P and ‘A3” Moody’s (each an ‘Eligible Provider”), provided that: a) (i) permitted collateral shall include U.S. Treasury Obligations, or senior debt obligations of GNMA, FNMA or FHLMC (no collateralized mortgage obligations shall be permitted for these providers), and (ii) collateral levels must be at least 102% of the total principal when the collateral type is U.S. Treasury Obligations, 103% of the total principal when the collateral type is GNMA’s and 104% of the total principal when the collateral type is FNMA and FHLMC (‘Eligible Collateral”); b) the trustee or a third party acting solely as agent therefore or for the issuer (the ‘Custodian") has possession of the collateral or the collateral has been transferred to the Custodian in accordance with applicable state and federal laws (other than by means of entries on the transferor’s books) and such collateral shall be marked to market; c) the collateral shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the trustee, the issuer setting forth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral; B-7 d) the repurchase agreement shall state and an opinion of counsel shall be rendered at the time such collateral is delivered that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof; e) the repurchase agreement shall provide that if during its term the provider’s rating by either Moody’s or S&P is withdrawn or suspended or falls below ‘A-” by S&P or ‘A3” by Moody’s, as appropriate, the provider must, notify the issuer and the trustee within five (5) days of receipt of such notice. Within ten (10) days of receipt of such notice, the provider shall either: (i) post Eligible Collateral, or (ii) assign the agreement to an Eligible Provider. If the provider does not perform a remedy within ten (10) business days, the provider shall, at the direction of the trustee repurchase all collateral and terminate the repurchase agreement, with no penalty or premium to the issuer or the trustee. 11. Investment agreements: with a domestic or foreign bank or corporation the long-term debt of which, or, in the case of a guaranteed corporation the long-term debt, or, in the case of a monoline financial guaranty insurance company, claims paying ability, of the guarantor is rated at least “AA-” by S&P and “Aa3” by Moody’s (each an “Eligible Provider”); provided that: a) interest payments are to be made to the trustee at times and in amounts as necessary to pay debt service (or, if the investment agreement is for the construction fund, construction draws) on the Bonds; b) the invested funds are available for withdrawal without penalty or premium, to pay debt service (or, if the investment agreement is for the construction fund, to pay construction costs) at any time upon not more than seven (7) days’ prior notice; the issuer and the trustee hereby agree to give or cause to be given notice in accordance with the terms of the investment agreement so as to receive funds thereunder with no penalty or premium paid; c) the provider shall send monthly reports to the trustee, the issuer setting forth the balance the issuer or trustee has invested with the provider and the amounts and dates of interest accrued and paid by the provider; d) the investment agreement shall state that is an unconditional and general obligation of the provider, and is not subordinated to any other obligation of, the provider thereof or, if the provider is a bank, the agreement or the opinion of counsel shall state that the obligation of the provider to make payments thereunder ranks pari passu with the obligations of the provider to its other depositors and its other unsecured and unsubordinated creditors; e) the issuer, the trustee shall receive an opinion of domestic counsel to the provider that such investment agreement is legal, valid, binding and enforceable against the provider in accordance with its terms; f) the issuer, the trustee shall receive an opinion of foreign counsel to the provider (if applicable) that (i) the investment agreement has been duly authorized, executed and delivered by the provider and constitutes the legal, valid and binding obligation of the provider, enforceable against the provider in accordance with its terms, (b) the choice of law of the state set forth in the investment agreement is valid under that country’s laws and a court in such country would uphold such choice of law, and (c) any judgment rendered by a court in the United States would be recognized and enforceable in such country; g) the investment agreement shall provide that if during its term: i) the provider’s (or guarantor’s) rating by either S&P or Moody’s falls below “AA-” or “Aa3,” the provider shall, at its option, within ten (10) days of receipt of publication of such downgrade, either (i) post Eligible Collateral with the Authority, the Trustee or a third party acting solely as agent therefore (the “Custodian”) free and clear of any third party liens or claims, or (ii) assign the agreement to an Eligible Provider, or (iii) repay the principal of and accrued but unpaid interest on the investment; (ii) the provider’s rating by either S&P or Moody’s is withdrawn or suspended or falls below “A-” or “A3,” the provider must, at the direction of the Authority or the Trustee, within B-8 ten (10) days of receipt of such direction, repay the principal of and accrued but unpaid interest on the investment, in either case with no penalty or premium to the issuer or trustee. h) in the event the provider is required to collateralize, permitted collateral shall include U.S. Treasury Obligations, or senior debt obligations of GNMA, FNMA or FHLMC (no collateralized mortgage obligations shall be permitted for these providers) and collateral levels must be 102% of the total principal when the collateral type is U.S. Treasury Obligations, 103% of the total principal when the collateral type is GNMA’s and 104% of the total principal when the collateral type is FNMA and FHLMC (“Eligible Collateral”). In addition, the collateral shall be marked to market on a daily basis and the provider or Custodian shall send monthly reports to the trustee and the issuer setting forth the type of collateral, the collateral percentage required for that collateral type, the market value of the collateral on the valuation date and the name of the Custodian holding the collateral; i) the investment agreement shall state and an opinion of counsel shall be rendered, in the event collateral is required to be pledged by the provider under the terms of the investment agreement, at the time such collateral is delivered, that the Custodian has a perfected first priority security interest in the collateral, any substituted collateral and all proceeds thereof; j) the investment agreement must provide that if during its term: (i) the provider shall default in its payment obligations, the provider’s obligations and fails to cure such default within one (1) Business Day, under the investment agreement shall, at the direction of the issuer or the trustee, be accelerated amounts invested and accrued but unpaid interest thereon shall be repaid to the issuer or trustee, as appropriate, and (ii) the provider shall become insolvent, not pay its debts as they become due, be declared or petition to be declared bankrupt, etc. (“event of insolvency”), and such proceeding is not dismissed, vacated, stayed, or bonded pending appeal within ninety (90) days, the provider’s obligations shall automatically be accelerated and amounts invested and accrued but unpaid interest thereon shall be repaid to the issuer or trustee, as appropriate. 12. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC or FSLIC. In addition to the authority to invest funds in certificates of deposit, an investment in non negotiable certificates of deposit made in accordance with the following conditions is an authorized investment: (1) the financial institution selected by the Authority arranges for the deposit of the funds in certificates of deposit in one or more federally insured depository institutions, wherever located, for the account of the investing entity; (2) the full amount of the principal and accrued interest of each of the certificates of deposit is insured by the United States or an instrumentality of the United States; (3) the financial institution selected by the Authority acts as custodian for the Authority with respect to the certificates of deposit issued for the account of the Authority; and (4) the financial institution acting as custodian (i) must agree in writing to hold the certificates of deposit in a segregated trust for the benefit of the Authority and not as an asset on its general ledger or otherwise available to satisfy obligations of creditors of such financial institution and (ii) must be rated at least "A" by S&P and "A2" by Moody’s for deposits which exceed the amount insured by the FDIC or FSLIC. 13. State of California Local Agency Investment Fund (LAIF). 14. Forward Delivery or Forward Purchase Agreements and with underlying securities outlined in (1), (2) and (3) above. “Power Sales Payments” means the payments to be made by the Authority to the City pursuant to the Power Sales Agreement (Wastewater Enterprise) dated as of May 1, 2003, by and between the City and the Authority, as amended on June 1, 2005, by that Amendment No. 1 to Power Sales Agreement (Wastewater Enterprise), and as further amended by that Amendment No. 2 to Power Sales Agreement, and which payments have not been otherwise offset by other income or credits to the Wastewater Enterprise with respect to such payments. “Principal Account” means the account by that name established in the Bond Fund pursuant to the Indenture. “Project Fund” means the fund by that name established pursuant to the Indenture. B-9 “Rebate Regulations” means the Proposed and Temporary Treasury Regulations issued under Section 148(f) of the Code. “Record Date” means, with respect to any Interest Payment Date, the fifteenth (15th) calendar day of the month preceding such Interest Payment Date whether or not such day is a business day. “Redemption Fund” means the fund by that name established pursuant to the Indenture. “Registration Books” means the records maintained by the Trustee pursuant the Indenture for the registration and transfer of ownership of the Bonds. “Representation Letter” means the letter of representations from the Authority to, or other instrument or agreement of the Authority with, a Book-Entry Depository in which the Authority, among other things, makes certain representations to such Book-Entry Depository with respect to the Bonds, the payment thereof and delivery of notices with respect thereto. “S&P” means Standard & Poor’s Ratings Group, its successors and assigns. “Securities Depositories” means The Depository Trust Company, 55 Water Street, 50th Floor, New York, New York 10041-0099 Attn. Call Notification Department, Fax (212) 855-7232; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Authority may designate in a Written Certificate of the Authority delivered to the Trustee. “Serial Bonds” means all of the Bonds excluding Term Bonds. “Sinking Account” means the account by that name established in the Indenture. “State” means the State of California. “Supplemental Indenture” means any indenture hereafter duly authorized and entered into between the Authority and the Trustee, supplementing, modifying or amending the Indenture; but only if and to the extent that such Supplemental Indenture is specifically authorized hereunder. “Tax Certificate” means that No Arbitrage and Tax Compliance Certificate executed on the Closing Date by the Authority and the City with respect to the Bonds . “Tax Regulations” means temporary and permanent regulations promulgated under or with respect to sections 103 and 141 through 150, inclusive, of the Code. “Term Bonds” means the Bonds maturing on September 1, 2031. “Trustee” means The Bank of New York Mellon Trust Company, N.A., a national banking association organized and existing under the laws of the United States, or its successor, as Trustee hereunder as provided in the Indenture. “Trust Office” means the corporate trust office of the Trustee at 400 South Hope Street, Suite 400, Los Angeles, CA 90071, or at such other or additional offices as may be specified in writing to the Authority except that with respect to presentation of Bonds for payment or for registration of transfer and exchange such term shall mean the office or agency of the Trustee at which, at any particular time, its corporate agency business shall be conducted. “Wastewater Capital Impact Fees” means any fee or fees collected by the City on behalf of the Authority from Property Owners as a condition to the Authority providing wastewater service from the Wastewater Enterprise to residential, commercial or industrial property, but shall not include any non-cash contributions to the Wastewater Enterprise. B-10 “Wastewater Enterprise” means the City’s wastewater system, consisting of the property and assets described in Exhibit A to the Wastewater Enterprise Lease Agreement. “Wastewater Enterprise Fund” means the fund by that name held by the City on behalf of the Authority. “Wastewater Enterprise Lease Agreement” means the Wastewater Enterprise Lease Agreement. dated as of February 6, 2002, by and between the City and the Authority. “Wastewater Enterprise Management Agreement” means the agreement of that name, dated as of February 6, 2002, by and between the Authority and the City. “Wastewater Projects” means, collectively, the 2013 Project, the 2003 Project, the 1997 Project and the 1997 SRF Project. “Written Certificate,” “Written Request” and “Written Requisition” of the Authority or the City mean, respectively, a written certificate, request or requisition signed in the name of the Authority or the City by their Authorized Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and ISSUANCE OF BONDS AND APPLICATION OF PROCEEDS; PARITY OBLIGATIONS Establishment and Application of Costs of Issuance Fund. The Trustee shall establish, maintain and hold in trust a separate fund designated as the “Costs of Issuance Fund.” The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance upon submission of Written Requisitions of the Authority stating the person to whom payment is to be made, the amount to be paid, the purpose for which the obligation was incurred and that such payment is a proper charge against said fund. Each such written request of the Authority shall be sufficient evidence to the Trustee of such facts stated therein and the Trustee shall have no duty to confirm the accuracy of such facts. On November 1, 2013 or upon the earlier Written Request of the Authority, all amounts remaining in the Costs of Issuance Fund shall be transferred by the Trustee to the Project Fund. Project Fund. The Trustee shall establish, maintain and hold in trust a separate fund to be known as the “Project Fund.” Except as otherwise provided herein, moneys in the Project Fund shall be used solely for the acquisition and construction by the Authority of the 2013 Project. The Trustee shall disburse moneys in the Project Fund from time to time to pay Project Costs (or to reimburse the Authority or the City, respectively, for payment of 2013 Project Costs) upon receipt by the Trustee of a Written Requisition of the Authority or the City which: (a) states with respect to each disbursement to be made (i) the requisition number, (ii) the name and address of the person, firm or corporation to whom payment will be made, (iii) the amount to be disbursed, (iv) that each obligation mentioned therein is a proper charge against the Project Fund and has not previously been disbursed by the Trustee from amounts in the Project Fund, (v) that all conditions precedent set forth herein and in the Agency Agreement with respect to such disbursement have been satisfied, and (vi) that the amount of such disbursement is for a Project Cost and (b) specifies in reasonable detail the nature of the obligation. The Trustee shall not be responsible for the representations made in such Written Requisitions and may conclusively rely thereon and shall be under no duty to investigate or verify any statements made therein. The description of the 2013 Project, and Exhibit B hereto, may be amended, upon the direction of the Authority. Upon the filing with the Trustee of a Completion Certificate with respect to the 2013 Project, the Trustee shall withdraw all amounts then on deposit in the Project Fund and transfer such amounts to the Bond Fund. Notwithstanding the foregoing provisions of the Indenture, upon the occurrence and continuation of an Event of Default under and as defined in the Indenture the Trustee shall immediately withdraw all amounts then on deposit in the Project Fund and apply such amounts in accordance with the provisions of the Indenture. Validity of Bonds. The recital contained in the Bonds that the same are issued pursuant to the Constitution and laws of the State shall be conclusive evidence of their validity and of compliance with the provisions of law in their issuance and shall not be affected in any way with respect to or in connection with any other agreement. B-11 Senior Obligations; Parity Obligations. After the Closing Date, as long as any Bonds are outstanding and payable, the Authority shall not issue or incur any bond, note, warrant, evidence of indebtedness, contract, instrument or other agreement payable from Net Revenues the payment of which is prior and senior to the payment of the Bonds. The Authority may issue or incur any bond, note, warrant, evidence of indebtedness, contract, instrument or other agreement secured by a pledge of and lien on Net Revenues equally and ratably with the Bonds (referred to herein as “Parity Obligations”) subject to the following provisions: (a) The Authority is not in default under the term of the Indenture. (b) (i) Net Revenues, as certified by the Authority, for the most recent audited Fiscal Year preceding the date of execution of the Parity Obligations, plus (ii) projected Net Revenues (as described below) are at least equal to 125% of Aggregate Maximum Annual Debt Service. The projections described in (b)(ii) above may take into account (1) increases in the charges made for service from the Wastewater Enterprise which have been adopted by the Authority prior to the date of issuance or incurrence of such Parity Obligations, but which were not in effect for all or part of such preceding Fiscal Year, and which are scheduled to be effective in the period of Debt Service shown for such Parity Obligations, and (2) an allowance for estimated additional average annual Net Revenues from any additions or connections to or improvements or extensions of the Wastewater Enterprise which have occurred from the end of Fiscal Year preceding the date of execution of the Parity Obligations. (c) Notwithstanding the requirements described above, Parity Obligations may be issued or incurred to refund outstanding Parity Obligations if, after giving effect to the application of the proceeds thereof, total Debt Service will not be increased in any Fiscal Year in which Parity Obligations (outstanding on the date of issuance or incurrence of such refunding Parity Obligations, but excluding such refunding Parity Obligations) not being refunded are outstanding. (d) The Authority may but shall not be required to fund a reserve fund or obtain a reserve fund surety or instrument with respect to any Parity Obligations. If a reserve fund is funded for any Parity Obligations or a qualified reserve fund surety or instrument is obtained with respect to any Parity Obligations, such funded reserve fund or qualified reserve fund surety or instrument shall secure only the related Parity Obligations and shall not support the Bonds or any other Parity Obligations. (e) Subordinate Obligations. The Authority further covenants that the Authority shall not issue or incur any Subordinate Obligations unless Net Revenues or projected Net Revenues, calculated in the same manner as described in paragraph (b) above, are equal to at least 100% of the sum of Debt Service on all Parity Obligations and Subordinate Obligations outstanding immediately subsequent to the incurring of such additional obligations. PLEDGE OF NET REVENUES; FUNDS AND ACCOUNTS; PAYMENT OF PRINCIPAL AND INTEREST Pledge and Assignment; Bond Fund. (a) Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture, all of the Net Revenues and any other amounts (including proceeds of the sale of the Bonds) held in any fund or account established pursuant to the Indenture are hereby pledged to secure the payment of the principal of and interest on the Bonds in accordance with their terms and the provisions of the Indenture. Said pledge, charge and assignment shall constitute a first lien on and security interest on the Net Revenues and shall attach, be perfected and be valid and binding from and after the Closing Date, without any physical delivery thereof or further act. (b) The Wastewater Enterprise Fund shall be held by the City on behalf of the Authority. Authority shall cause the City to deposit all of the Gross Revenues immediately upon receipt in the Wastewater Enterprise B-12 Fund. On or after the first day of each month, amounts deposited in the Wastewater Enterprise Fund shall be disbursed in the following order of priority: i. payment of Direct Costs and Allocated Costs for the preceding month; and ii. payment of debt service coming due on any bonds, notes or obligations of the Authority relating to the Wastewater Enterprise. Amounts remaining in the Wastewater Enterprise Fund immediately after making the transfers required to be made pursuant to this Section shall be used by the Authority for any lawful purpose of the Authority. (c) The Authority hereby transfers in trust, grants a security interest in and assigns to the Trustee, for the benefit of the Owners from time to time of the Bonds, all of the Net Revenues and all of the rights of the Authority hereunder (but none of its duties or obligations hereunder). The Trustee shall be entitled to and shall collect and receive all of the Net Revenues, and any Net Revenues collected or received by the Authority shall be deemed to be held, and to have been collected or received, by the Authority as the agent of the Trustee and shall forthwith be paid by the Authority to the Trustee. The Trustee also shall be entitled to and shall, subject to the provisions of the Indenture, take all steps, actions and proceedings which the Trustee determines to be reasonably necessary in its judgment to enforce all of the rights of the Trustee under the Indenture. (d) All Net Revenues shall be promptly deposited by the Trustee upon receipt thereof in a special fund designated as the “Bond Fund” which the Trustee shall establish, maintain and hold in trust; except that all moneys received by the Trustee and required hereunder to be deposited in the Redemption Fund shall be promptly deposited in such Fund. All Net Revenues deposited with the Trustee shall be held, disbursed, allocated and applied by the Trustee only as provided in the Indenture. Net Revenues. Not later than the first Business Day preceding each date on which principal of or interest on the Bonds becomes due and payable, the Trustee shall transfer from the Bond Fund and deposit into the following respective accounts (each of which the Trustee shall establish and maintain within the Bond Fund), the following amounts in the following order of priority, the requirements of each such account at the time of deposit to be satisfied before any transfer is made to any account subsequent in priority: (a) The Trustee shall deposit in the Interest Account an amount required to cause the aggregate amount on deposit in the Interest Account to be at least equal to the amount of interest becoming due and payable on such date on all Bonds then Outstanding. (b) The Trustee shall deposit in the Principal Account an amount required to cause the aggregate amount on deposit in the Principal Account to equal the principal amount of the Bonds coming due and payable on such date. (c) The Trustee shall deposit in the Sinking Account an amount equal to the aggregate principal amount of the Term Bonds required to be redeemed on such date, if any, pursuant to the Indenture. Application of Interest Account. All amounts in the Interest Account shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to the Indenture). Application of Principal Account. All amounts in the Principal Account shall be used and withdrawn by the Trustee solely to pay the principal amount of the Bonds at their respective maturity dates. Application of Sinking Account. All moneys on deposit in the Sinking Account shall be used and withdrawn by the Trustee for the sole purpose of redeeming or purchasing (in lieu of redemption) Term Bonds pursuant to the Indenture. Application of Redemption Fund. The Trustee shall establish and maintain the Redemption Fund, amounts in which shall be used and withdrawn by the Trustee solely for the purpose of paying the principal of the B-13 Bonds to be redeemed pursuant to the Indenture; provided, however, that at any time prior to selection for redemption of any such Bonds, the Trustee may apply such amounts to the purchase of Bonds at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Interest Account) as shall be directed pursuant to a Written Request of the Authority, except that the purchase price (exclusive of accrued interest) may not exceed the redemption price then applicable to the Bonds. Investments. (a) All moneys in any of the funds or accounts established with the Trustee pursuant to the Indenture shall be invested by the Trustee solely in Permitted Investments. Such investments shall be directed by the Authority pursuant to a Written Request of the Authority filed with the Trustee at least two (2) Business Days in advance of the making of such investments. In the absence of any such directions from the Authority, the Trustee shall invest any such moneys in Permitted Investments described in clause (7) of the definition thereof, provided that as long as the Trustee is The Bank of New York Mellon Trust Company, N.A., the Trustee shall invest such money in the money market fund set forth in the letter of authorization and direction executed by the Authority and delivered to the Trustee. If no specific money market fund has been specified by the Authority, the Trustee shall make a request to the Authority for investment directions. Such moneys shall be held in cash, uninvested, until specific investment directions are provided by the Authority to the Trustee. Permitted Investments purchased as an investment of moneys in any fund shall be deemed to be part of such fund or account. Prior to the Completion Date, all interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the Project Fund. Following the Completion Date, all interest or gain derived from the investment of amounts in any of the funds or accounts established hereunder shall be deposited in the Bond Fund from time to time on or before each Interest Payment Date. For purposes of acquiring any investments hereunder, the Trustee may commingle funds held by it hereunder. The Trustee may act as principal or agent in the acquisition or disposition of any investment and may impose its customary charges therefor. The Trustee shall incur no liability for losses arising from any investments made pursuant to the Indenture. The Authority acknowledges that to the extent regulations of the Comptroller of the Currency or other applicable regulatory entity grant the Authority the right to receive brokerage confirmations of security transactions as they occur, the Authority specifically waives receipt of such confirmations to the extent permitted by law. The Trustee will furnish the Authority periodic cash transaction statements which shall include detail for all investment transactions made by the Trustee under the Indenture. Valuation of Investments. For the purpose of determining the amount in any fund or account, the value of Permitted Investments credited to such fund shall be valued quarterly by the Trustee at the market value thereof (excluding any accrued interest). The Trustee may utilize computer pricing services as are available to it in making such valuations. Any deficiency in a fund or account resulting from a decline in market value shall be restored by the Authority no later than the next scheduled quarterly valuation date. PARTICULAR COVENANTS Punctual Payment. The Authority shall punctually pay or cause to be paid the principal of and interest and premium (if any) on all the Bonds in strict conformity with the terms of the Bonds and of the Indenture, according to the true intent and meaning thereof, but only out of Net Revenues and other assets pledged for such payment as provided in the Indenture. Extension of Payment of Bonds. The Authority shall not directly or indirectly extend or assent to the extension of the maturity of any of the Bonds or the time of payment of any claims for interest by the purchase of such Bonds or by any other arrangement, and in case the maturity of any of the Bonds or the time of payment of any such claims for interest shall be extended, such Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of the Indenture, except subject to the prior payment in full of the principal of all of the Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in the Indenture shall be deemed to limit the right of the Authority to issue Bonds for the purpose of refunding any Outstanding Bonds, and such issuance shall not be deemed to constitute an extension of maturity of the Bonds. Against Encumbrances. The Authority shall not create, or permit the creation of, any pledge, lien, charge or other encumbrance upon the Net Revenues and other assets pledged or assigned under the Indenture while any of B-14 the Bonds are Outstanding, except as permitted by the Indenture. Subject to this limitation, the Authority expressly reserves the right to enter into one or more other indentures for any of its corporate purposes, and reserves the right to issue other obligations for such purposes. Power to Issue Bonds and Make Pledge and Assignment. The Authority is duly authorized pursuant to law to issue the Bonds and to enter into the Indenture and to pledge and assign the Net Revenues and other assets purported to be pledged and assigned, respectively, under the Indenture in the manner and to the extent provided in the Indenture. The Bonds and the provisions of the Indenture are and will be the legal, valid and binding special obligations of the Authority in accordance with their terms, and the Authority and the Trustee shall at all times, subject to the provisions of the Indenture and to the extent permitted by law, defend, preserve and protect said pledge and assignment of Net Revenues and other assets and all the rights of the Bond Owners under the Indenture against all claims and demands of all persons whomsoever. Accounting Records and Financial Statements. The Trustee shall at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which complete and accurate entries shall be made of all transactions made by it relating to the proceeds of Bonds, the Gross Revenues, the Net Revenues and all funds and accounts established pursuant to the Indenture. Such books of record and account shall be available for inspection by the Authority and the City, during business hours and under reasonable circumstances, upon reasonable notice. Rate Covenant. The Authority hereby covenants to fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which (together with other funds accumulated from Gross Revenues and which are lawfully available to the Authority for payment of any of the following amounts during such Fiscal Year) are at least sufficient, after making allowances for contingencies and errors in estimates, to pay the following amounts in the following order: (a). all Direct Costs and Allocated Costs of the Wastewater Enterprise estimated by the Authority to become due and payable in such Fiscal Year; (b) all Debt Service coming due and payable in such Fiscal Year; and (c) all payments required to meet any other obligations of Authority which are charges, liens or encumbrances upon, or payable from, the Net Revenues. The Authority shall fix, prescribe, revise and collect rates and charges for the services and facilities furnished by the Wastewater Enterprise, or cause the City to do so, during each Fiscal Year which are sufficient to yield Net Revenues, at least equal to one hundred and twenty-five percent (125%) of the amounts payable under the preceding clause (b) in such Fiscal Year. Maintenance. Throughout the term of the Indenture, all improvement, repair and maintenance of the Wastewater Projects, shall be the responsibility of the Authority, and the Authority shall pay for or otherwise arrange for the payment of all utility services supplied to the Wastewater Projects, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Wastewater Projects resulting from ordinary wear and tear. Operation of Wastewater Projects. The Authority covenants and agrees to operate the Wastewater Projects in an efficient and economical manner and to operate, maintain and preserve the Wastewater Projects in at least as good repair and working order as on the effective date of the Indenture. The Authority covenants that, in order to fully preserve and protect the priority and security of the Net Revenues, the Authority shall pay from the Gross Revenues and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Wastewater Projects which, if unpaid, may become a lien or charge upon the Gross Revenues or the Net Revenues prior or superior to the lien granted hereunder, or which may otherwise impair the ability of the Authority to pay the Net Revenues in accordance with the Indenture. The Authority shall be responsible for any fines, liabilities, or other debts coming due as a result of the operation of the Wastewater Projects. B-15 Provisions Regarding Insurance. The Authority shall maintain or cause to be maintained the policies of insurance listed herein. The Authority shall file with the Trustee a certificate stating that the Authority has complied with the Indenture, within 60 days of the end of each fiscal year. The Trustee is entitled to rely on such certificate without undertaking to independently investigate the representations contained therein. The Authority shall maintain: (a) Insurance against loss or damage to any structures constituting any part of the Wastewater Enterprise, as is customarily maintained with respect to works and properties of a like character, which may be carried in conjunction with any other policies of fire and extended coverage insurance; (b) Public Liability and Property Damage the minimum coverages of which shall be $1,000,000 for personal injury or death per person and $3,000,000 for personal injury or deaths of two or more persons in each accident or event, and property damage insurance in the minimum coverage of $100,000 per event, respectively, the property damage being subject to a maximum $25,000 deductible per accident. Such insurance may be maintained in the form of a minimum $3,000,000 single limit policy covering all such risks; (c) Worker’s compensation insurance issued by a responsible carrier authorized under the laws of the State of California to insure employers against liability for compensation under the Worker’s Compensation Insurance and Safety Act now in force in California, or any act hereafter enacted as an amendment or supplement thereto or in lieu thereof, such worker’s compensation insurance to cover all persons employed in connection with the Wastewater Enterprise and to cover full liability for compensation under any such act aforesaid, based upon death or bodily injury claims made by, for or on behalf of any person incurring or suffering injury or death during or in connection with the Wastewater Enterprise. (d) Any insurance required by the Indenture, except insurance required under the Indenture, may be maintained by the Authority in the form of self-insurance. Such self-insurance shall be maintained on a basis which is actuarially sound as established by the Authority’s risk manager or an independent insurance consultant which determination shall be made annually. Any deficiency shall be corrected within 60 days of the Authority becoming aware of such deficiency. Inability to Obtain Insurance. Notwithstanding the provisions of the Indenture, if at any time Authority shall be unable to obtain or maintain insurance to the extent required by the Indenture on reasonable terms, either as to amounts or as to risks, the failure to maintain such insurance shall not constitute a default under the Indenture if the Authority shall cause the employment of an independent insurance consultant having a favorable reputation for skill and experience in such matters, for the purpose of reviewing such insurance requirements and making recommendations respecting the type, amounts and provisions of reasonably obtainable insurance, including selfinsurance, or the establishment of other generally accepted forms of alternative protection that should be carried in lieu thereof, or the infeasibility of obtaining insurance, and if the Authority shall comply with the recommendations made in such report. A signed copy of the report of the insurance consultant shall be filed with the Trustee, and the insurance requirements specified in the Indenture shall be deemed to be modified to conform with the recommendations in such report. Observance of Laws and Regulations. The Authority will well and truly keep, observe and perform or cause to be kept, observed and performed all valid and lawful obligations or regulations now or hereafter imposed on it by contract, or prescribed by any law of the United States, or of the State of California, or by any officer, board or commission having jurisdiction or control, as a condition of the continued enjoyment of any and every right, privilege or franchise now owned or hereafter acquired by the Authority, including its right to exist and carry on business as a public body, corporate and political, to the end that such rights, privileges and franchises shall be maintained and preserved, and shall not become abandoned, forfeited or in any manner impaired. Eminent Domain or Insurance Award. The Authority shall cause amounts received as awards as a result of the taking of all or any part of the Wastewater Projects by the lawful exercise of eminent domain or the receipt of insurance award for any casualty loss for any of the Wastewater Projects to be used to repair or replace the Wastewater Projects or portion thereof so damaged or taken by eminent domain. Alternatively, the Authority and the City may amend the Indenture to add water capital facilities to be constructed or acquired with the net proceeds of such insurance or condemnation award. If the Authority cannot repair, replace or substitute the Wastewater B-16 Projects, then the City may make a deposit pursuant to the Indenture and use such funds for the first date of redemption pursuant to the Indenture. Disclaimer of Warranties. The City has made no warranty or representation, either express or implied, as to the value, design, condition, merchantability or fitness for any particular purpose or fitness for the use contemplated by the Authority of the Wastewater Projects, or any other representation or warranty with respect to the Wastewater Projects. In no event shall the City be liable for incidental, indirect, special or consequential damages in connection with or arising out of the Indenture for the existence, furnishing, functioning or Authority’s use of the Wastewater Projects. No Arbitrage. The Authority shall not take, or permit to be taken by the Trustee or otherwise, any action with respect to the proceeds of the Bonds which, if such action had been reasonably expected to have been taken, or had been deliberately and intentionally taken, on the date of issuance of the Bonds would have caused the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Code. Rebate Requirement. The Authority shall take any and all actions necessary to assure compliance with Section 148(f) of the Code, relating to the rebate of excess investments earnings, if any, to the federal government. Private Activity Bond Limitation. The Authority shall assure that the Proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private business tests of Section 141(b) of the Code. Private Loan Financing Limitation. The Authority shall assure that the proceeds of the Bonds are not so used as to cause the Bonds to satisfy the private loan financing test of Section 141(c) of the Code. Federal Guaranty Prohibition. The Authority shall not take any action or permit or suffer any action to be taken if the result of the same would be to cause any of the Bonds to be “federally guaranteed” within the meaning of Section 149(b) of the Code. Maintenance of Tax-Exemption. The Authority shall take any and all actions necessary to assure the exclusion of interest on the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Code as in effect on the date of issuance of the Bonds. Waiver of Laws. The Authority shall not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force that may affect the covenants and agreements contained in the Indenture or in the Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Authority to the extent permitted by law. Protection of Security and Rights of Owners. The Authority will preserve and protect the security of the Bonds and the rights of the Owners. From and after the date of issuance of any Bonds, such Bonds shall be incontestable by the Authority. Continuing Disclosure. The Authority hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the Authority or the Trustee to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, the Trustee (at the request of any participating underwriter or the Owners of at least 25% aggregate principal amount of Outstanding Bonds and upon being indemnified to its satisfaction therefor, shall) or any Bondowner may but shall not be obligated to seek mandamus or specific performance by court order, to cause the Authority to comply with its obligations under this Section. Further Assurances. The Authority will make, execute and deliver any and all such further indentures, instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of the Indenture and for the better assuring and confirming unto the Owners of the Bonds of the rights and benefits provided in the Indenture. B-17 EVENTS OF DEFAULT AND REMEDIES Events of Default. The following events shall be Events of Default under the Indenture: (a) Default in the due and punctual payment by the Authority of the principal of any Bonds when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by acceleration, or otherwise. (b) Default in the due and punctual payment by the Authority of any installment of interest on any Bonds when and as the same shall become due and payable. (c) Default by the Authority in the observance of any of the other covenants, agreements or conditions on its part in the Indenture or in the Bonds contained, if such default shall have continued for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, shall have been given to the Authority by the Trustee; provided, however, that if in the reasonable opinion of the Authority the default stated in the notice can be corrected, but not within such thirty (30) day period, such default shall not constitute an Event of Default hereunder if the Authority shall commence to cure such default within such thirty (30) day period and thereafter diligently and in good faith cure such failure in a reasonable period of time. (d) The occurrence and continuation of an event of default under and as defined in any other obligation of the Authority secured by a pledge of Net Revenues on a parity with the pledge made hereunder. Remedies Upon Event of Default. If any Event of Default shall occur, then, and in each and every such case during the continuance of such Event of Default, the Trustee shall at the written direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same shall become and shall be immediately due and payable, anything in the Indenture or in the Bonds contained to the contrary notwithstanding. Any such declaration is subject to the condition that if, at any time after such declaration and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the Authority, to the extent of the proportionate share of the deficiency, shall deposit with the Trustee a sum sufficient to pay all the principal of and installments of interest on the Bonds payment of which is overdue, with interest on such overdue principal at the rate borne by the respective Bonds to the extent permitted by law, and the reasonable fees, charges and expenses (including those of its attorneys) of the Trustee, and any and all other Events of Default known to the Trustee (other than in the payment of principal of and interest on the Bonds due and payable solely by reason of such declaration) shall have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate shall have been made therefor, then, and in every such case, the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Authority and the Trustee, or the Trustee if such declaration was made by the Trustee, may, on behalf of the Owners of all of the Bonds, rescind and annul such declaration and its consequences and waive such Event of Default; but no such rescission and annulment shall extend to or shall affect any subsequent Event of Default, or shall impair or exhaust any right or power consequent thereon. Application of Net Revenues and Other Funds After Default. If an Event of Default shall occur and be continuing, all Net Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of the Indenture shall be applied by the Trustee as follows and in the following order: (a) To the payment of any expenses necessary in the opinion of the Trustee to protect the interests of the Owners of the Bonds and payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under the Indenture; (b) To the payment of the principal of and interest then due on the Bonds (upon presentation of the Bonds to be paid, and stamping or otherwise noting thereon of the payment if only partially paid, or surrender thereof if fully paid) in accordance with the provisions of the Indenture, as follows: B-18 First: To the payment to the persons entitled thereto of all installments of interest then due in the order of the maturity of such installments, and, if the amount available shall not be sufficient to pay in full any installment or installments maturing on the same date, then to the payment thereof ratably, according to the amounts due thereon, to the persons entitled thereto, without any discrimination or preference; and Second: To the payment to the persons entitled thereto of the unpaid principal of any Bonds which shall have become due, whether at maturity or by acceleration or redemption, with interest on the overdue principal at the rate borne by the respective Bonds (to the extent permitted by law), and, if the amount available shall not be sufficient to pay in full all the Bonds, together with such interest, then to the payment thereof ratably, according to the amounts of principal due on such date to the persons entitled thereto, without any discrimination or preference. Trustee to Represent Bond Owners. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney-in-fact of the Owners of the Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Bonds, the Indenture and applicable provisions of any law. Upon the occurrence and continuance of an Event of Default or other occasion giving rise to a right in the Trustee to represent the Bond Owners, the Trustee in its discretion may, and upon the written request of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem most effectual to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee or in such Owners under the Bonds, the Indenture or any other law; and upon instituting such proceeding, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Net Revenues and other assets pledged under the Indenture, pending such proceedings. All rights of action under the Indenture or the Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Owners of such Bonds, subject to the provisions of the Indenture. Bond Owners’ Direction of Proceedings. Anything in the Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee, and upon indemnification of the Trustee to its reasonable satisfaction, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of the Indenture, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would expose it to liability. Limitation on Bond Owners’ Right to Sue. Notwithstanding any other provision of the Indenture, no Owner of any Bonds shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under the Indenture or any other applicable law with respect to such Bonds, unless (a) such Owner shall have given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of the Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (c) such Owner or Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee shall have failed to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee; and (e) no direction inconsistent with such written request shall have been given to the Trustee during such sixty (60) day period by the Owners of a majority in aggregate principal amount of the Bonds then Outstanding. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Bonds shall have any right in any manner whatever by his B-19 or their action to affect, disturb or prejudice the security of the Indenture or the rights of any other Owners of Bonds, or to enforce any right under the Bonds, the Indenture, or other applicable law with respect to the Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions of the Indenture. Absolute Obligation of Authority. Nothing in the Indenture or in any other provision of the Indenture or in the Bonds contained shall affect or impair the obligation of the Authority, which is absolute and unconditional, to pay the principal of and interest and premium (if any) on the Bonds to the respective Owners of the Bonds at their respective dates of maturity, or upon call for redemption, as herein provided, but only out of the Net Revenues and other assets herein pledged therefor, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Bonds. Termination of Proceedings. In case any proceedings taken by the Trustee, any one or more Bond Owners on account of any Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee, or the Bond Owners, then in every such case the Authority, the Trustee and the Bond Owners, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Authority, the Trustee and the Bond Owners shall continue as though no such proceedings had been taken. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee, or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. No Waiver of Default. No delay or omission of the Trustee, or of any Owner of the Bonds to exercise any right or power arising upon the occurrence of any Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or an acquiescence therein; and every power and remedy given by the Indenture to the Trustee, or the Owners of the Bonds may be exercised from time to time and as often as may be deemed expedient. THE TRUSTEE Duties, Immunities and Liabilities of Trustee. (a) The Trustee shall, prior to an Event of Default, and after the curing or waiver of all Events of Default which may have occurred, perform such duties and only such duties as are expressly and specifically set forth in the Indenture and no implied duties or covenants shall be read into the Indenture against the Trustee. The Trustee shall, during the existence of any Event of Default (which has not been cured or waived), exercise such of the rights and powers vested in it by the Indenture, and use the same degree of care and skill in its exercise, as responsible person would exercise or use under the circumstances in the conduct of his or her own affairs. (b) The Authority may remove the Trustee at any time unless an Event of Default shall have occurred and then be continuing, and the Authority shall at any time upon the request of the Owners of not less than a majority in aggregate principal amount of the Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with the Indenture, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee and the City and thereupon shall appoint a successor Trustee by an instrument in writing. Any such removal shall be made upon at least thirty (30) days’ prior written notice to the Trustee. (c) The Trustee may at any time resign by giving written notice of such resignation to the Authority and by giving the Bond Owners notice of such resignation by mail at the respective addresses shown on the Registration Books at least 45 days prior to the date of resignation. Upon receiving such notice of resignation, the Authority shall promptly appoint a successor Trustee by an instrument in writing. B-20 (d) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have accepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the Authority shall petition any federal or state court for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under the Indenture, shall signify its acceptance of such appointment by executing and delivering to the Authority and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Written Request of the Authority or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under the Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Authority shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Authority shall mail or cause the successor Trustee to mail a notice of the succession of such Trustee to the trusts hereunder to each rating agency which is then rating the Bonds and to the Bond Owners at the respective addresses shown on the Registration Books. If the Authority fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Authority. (e) Any Trustee appointed under the Indenture shall be a corporation or association organized and doing business under the laws of any state or the United States of America or the District of Columbia, authorized under such laws to exercise corporate trust powers, which shall have (or, in the case of a corporation included in a bank holding company system, the related bank holding company shall have) a combined capital and surplus of at least Fifty Million Dollars ($50,000,000), and subject to supervision or examination by federal or State agency, so long as any Bonds are Outstanding. If such corporation or association publishes a report of condition at least annually pursuant to law or to the requirements of any supervising or examining agency above referred to then for the purpose of this subsection (e), the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (e), the Trustee shall resign immediately in the manner and with the effect specified in the Indenture. (f) The Trustee shall have no responsibility or liability with respect to any information, statements or recital in any offering memorandum or other disclosure material prepared or distributed with respect to the issuance of these Bonds other than for statements provided by the Trustee which relate directly to the status of the Trustee’s corporate trust business. Merger or Consolidation. Any bank, national banking association or trust company into which the Trustee may be merged or converted or with which it may be consolidated or any bank, national banking association or trust company resulting from any merger, conversion or consolidation to which it shall be a party or any bank, national banking association or trust company to which the Trustee may sell or transfer all or substantially all of its corporate trust business, provided such bank, national banking association or trust company shall be eligible under the Indenture shall be the successor to such Trustee, without the execution or filing of any paper or any further act, anything in the Indenture to the contrary notwithstanding. Liability of Trustee. (a) The recitals of facts herein and in the Bonds contained shall be taken as statements of the Authority, and the Trustee shall not assume responsibility nor liability therefore for the correctness of the same, or make any representations as to the validity or sufficiency of the Indenture or the Bonds, nor shall the Trustee incur any responsibility nor liability therefore in respect thereof, other than as expressly stated herein in connection with the respective duties or obligations in the Indenture or in the Bonds assigned to or imposed upon it. The Trustee B-21 shall, however, be responsible for its representations contained in its certificate of authentication on the Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence or willful misconduct. The Trustee may become the Owner of Bonds with the same rights it would have if it were not Trustee, and, to the extent permitted by law, may act as depository for and permit any of its officers or directors to act as a member of, or in any other capacity with respect to, any committee formed to protect the rights of Bond Owners, whether or not such committee shall represent the Owners of a majority in principal amount of the Bonds then Outstanding. (b) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer, unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. (c) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than a majority in aggregate principal amount of the Bonds at the time Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under the Indenture. (d) The Trustee shall not be liable for any action taken by it in good faith and believed by it to be authorized or within the discretion or rights or powers conferred upon it by the Indenture. (e) The Trustee shall not be deemed to have knowledge of any Event of Default hereunder, or any other event which, with the passage of time, the giving of notice, or both, would constitute an Event of Default hereunder, unless and until the responsible trust officer shall have actual knowledge thereof, or shall have received written notice thereof at its Trust Office. Except as otherwise expressly provided herein, the Trustee shall not be bound to ascertain or inquire as to the performance or observance by the Authority of any of the terms, conditions, covenants or agreements herein, or of any of the documents executed in connection with the Bonds, or as to the existence of an Event of Default or an event which would, with the giving of notice, the passage of time, or both, constitute an Event of Default. The Trustee shall not be responsible for the validity, effectiveness or priority of any collateral given to or held by it. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain or inquire as to the performance or observance by the Authority of the terms, conditions, covenants or agreements set forth herein, other than the covenants of the Authority to deliver Net Revenues to the Trustee when due and to file with the Trustee when due, such reports and certifications as the Authority is required to file with the Trustee hereunder. (f) No provision of the Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers, if it is not assured to its satisfaction that the repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (g) The Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or through agents or attorneys. (h) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by the Indenture at the request or direction of Owners pursuant to the Indenture, unless such Owners shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction. No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy. (i) Whether or not therein expressly so provided, every provision of the Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of the Indenture. (j) The Trustee shall not be concerned with or accountable to anyone for the subsequent use or application of any moneys which shall be released or withdrawn in accordance with the provisions of the Indenture. (k) The Trustee makes no representation or warranty, expressed or implied as to the title, value, design, compliance with specifications or legal requirements, quality, durability, operation, condition, B-22 merchantability or fitness for any particular purpose for the use contemplated by the Authority of the 2013 Project. In no event shall the Trustee be liable for incidental, indirect, special or consequential damages in connection with or arising from the Indenture for the existence, furnishing or use of the 2013 Project. (l) The Trustee shall not be liable to the parties hereto or deemed in breach or default hereunder if and to the extent its performance hereunder is prevented by reason of force majeure. The term “force majeure” means an occurrence that is beyond the control of the Trustee and could not have been avoided by exercising due care. Force majeure shall include acts of God, terrorism, war, riots, strikes, fire, floods, earthquakes, epidemics or other similar occurrences. Right to Rely on Documents. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, bonds or other paper or document believed by them to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, who may be counsel of or to the Authority, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith. The Trustee may treat the Owners of the Bonds appearing in the Registration Books as the absolute owners of the Bonds for all purposes and the Trustee shall not be affected by any notice to the contrary. Whenever in the administration of the trusts imposed upon it by the Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Written Certificate, Written Request or Written Requisition of the Authority or the City, and such Written Certificate, Written Request or Written Requisition shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of the Indenture in reliance upon such Written Certificate, Written Request or Written Requisition, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may deem reasonable. The Trustee agrees to accept and act upon instructions or directions pursuant to the Indenture sent by unsecured e-mail, facsimile transmission or other similar unsecured electronic methods, provided, however, that, the Trustee shall have received an incumbency certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted from the listing. If the Authority elects to give the Trustee e-mail or facsimile instructions (or instructions by a similar electronic method) and the Trustee in its discretion elects to act upon such instructions, the Trustee’s understanding of such instructions shall be deemed controlling so long as such understanding is a reasonable interpretation of the instructions according to industry standards. The Trustee shall not be liable for any losses, costs or expenses arising directly or indirectly from the Trustee’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent written instruction unless such losses, costs or expenses arise out of the willful misconduct or gross negligence of the Trustee. The Authority agrees to assume liability arising out of the use of such electronic methods to submit instructions and directions to the Trustee, including the risk of the Trustee acting on unauthorized instructions, and the risk of interception and misuse by third parties, unless such liability arises out of the willful misconduct or gross negligence of the Trustee. Preservation and Inspection of Documents. All documents received by the Trustee under the provisions of the Indenture shall be retained in their respective possession and shall be subject at all reasonable times to the inspection of the Authority, the City and any Bond Owner, and their agents and representatives duly authorized in writing, at reasonable hours and under reasonable conditions. Compensation and Indemnification. The Authority shall pay to the Trustee (solely from Additional Payments) from time to time the compensation for all services rendered under the Indenture and also all reasonable expenses and disbursements, incurred in and about the performance of its powers and duties under the Indenture. In the event the Trustee advances its own funds for the payment of the Bonds or for the protection or benefit of the Owners of the Bonds, the Authority shall promptly reimburse the Trustee for such advances with interest at the maximum rate allowed by law. B-23 The Authority shall indemnify, defend and hold harmless the Trustee against any loss, liability or expense including legal fees and expenses incurred without gross negligence or willful misconduct on its part, arising out of or in connection with the acceptance or administration of this trust, including costs and expenses of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Authority under the Indenture shall survive the resignation or removal of the Trustee or the discharge of the Bonds and the Indenture. MODIFICATION OR AMENDMENT OF THE INDENTURE Amendments Permitted. (a) The Indenture and the rights and obligations of the Authority and of the Owners of the Bonds and of the Trustee may be modified or amended from time to time and at any time by an indenture or indentures supplemental thereto, which the Authority and the Trustee may enter into when the written consent of the Owners of a majority in aggregate principal amount of all Bonds then Outstanding, shall have been filed with the Trustee. No such modification or amendment shall (i) extend the fixed maturity of any Bonds, or reduce the amount of principal thereof or extend the time of payment, or change the method of computing the rate of interest thereon, or extend the time of payment of interest thereon, without the consent of the Owner of each Bond so affected, or (ii) reduce the aforesaid percentage of Bonds the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Net Revenues and other assets pledged under the Indenture prior to or on a parity with the lien created by the Indenture except as permitted herein, or deprive the Owners of the Bonds of the lien created by the Indenture on Net Revenues and other assets (except as expressly provided in the Indenture), without consent of the Owners of all of the Bonds then Outstanding, or (iii) modify any of the rights or obligations of the Trustee hereunder without its written consent thereto. It shall not be necessary for the consent of the Bond Owners to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. (b) The Indenture and the rights and obligations of the Authority, of the Trustee and the Owners of the Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Authority and the Trustee may enter into without the consent of any Bond Owners, if the Trustee has been furnished an opinion of counsel that the provisions of such Supplemental Indenture shall not materially adversely affect the interests of the Owners of the Bonds, including, without limitation, for any one or more of the following purposes: (i) to add to the covenants and agreements of the Authority in the Indenture contained other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Bonds (or any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Authority; (ii) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Indenture, or in regard to matters or questions arising under the Indenture, as the Authority may deem necessary or desirable, provided that such modification or amendment does not materially adversely affect the interests of the Bond Owners; (iii) to modify, amend or supplement the Indenture in such manner as to permit the qualification of the Indenture under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute; (iv) to modify, amend or supplement the Indenture in such manner as to cause interest on the Bonds to remain excludable from gross income under the Code; or (v) to facilitate the issuance of Parity Obligations. (c) The Trustee may in its discretion, but shall not be obligated to, enter into any such Supplemental Indenture authorized by the Indenture which adversely affects the Trustee’s own rights, duties or immunities under the Indenture or otherwise. B-24 (d) Prior to the Trustee entering into any Supplemental Indenture, there shall be delivered to the Trustee an opinion of Bond Counsel stating, in substance, that such Supplemental Indenture has been adopted in compliance with the requirements of the Indenture and that the adoption of such Supplemental Indenture will not, in and of itself, adversely affect the exclusion from gross income for purposes of federal income taxes of interest on the Bonds. (e) Notice of any modification or amendment shall be given by the Authority to each rating agency which then maintains a rating on the Bonds, at least fifteen (15) days prior to the effective date of the related Supplemental Indenture. Effect of Supplemental Indenture. Upon the execution of any Supplemental Indenture pursuant to the Indenture, the Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under the Indenture of the Authority, the Trustee and all Owners of Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of the Indenture for any and all purposes. Endorsement of Bonds; Preparation of New Bonds. Bonds delivered after the execution of any Supplemental Indenture pursuant to this Article may, and if the Authority so determines shall, bear a notation by endorsement or otherwise in form approved by the Authority and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand on the Owner of any Bonds Outstanding at the time of such execution and presentation of his Bonds for the purpose at the Trust Office or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Bonds. If the Supplemental Indenture shall so provide, new Bonds so modified as to conform, in the opinion of the Authority and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Authority and authenticated by the Trustee, and upon demand on the Owners of any Bonds then Outstanding shall be exchanged at the Trust Office, without cost to any Bond Owner, for Bonds then Outstanding, upon surrender for cancellation of such Bonds, in equal aggregate principal amount of the same series and maturity. Amendment of Particular Bonds. The provisions of the Indenture shall not prevent any Bond Owner from accepting any amendment as to the particular Bonds held by him. DEFEASANCE Discharge of Indenture. Any portion or all of the Outstanding Bonds may be paid by the Authority in any of the following ways, provided that the Authority also pays or causes to be paid any other sums payable hereunder by the Authority with respect to such Bonds: (a) by paying or causing to be paid the principal of and interest and premium (if any) on such Bonds, as and when the same become due and payable; (b) by depositing with the Trustee, in trust, at or before maturity, money or non-callable Federal Securities in the necessary amount (as provided in the Indenture) to pay or redeem such Bonds; or (c) by delivering such Bonds to the Trustee for cancellation. The Authority shall defease such portion of the Bonds outstanding upon receipt of cash or securities sufficient to defease such specified amount of Bonds. If the Authority shall also pay or cause to be paid all other sums payable hereunder, then and in that case, at the election of the Authority (evidenced by a Written Certificate of the Authority, filed with the Trustee, signifying the intention of the Authority to discharge such Bonds and the Indenture with respect to such Bonds), and notwithstanding that any of such Bonds shall not have been surrendered for payment, the Indenture and the pledge of Net Revenues and other assets made under the Indenture with respect to such Bonds and all covenants, agreements and other obligations of the Authority under the Indenture with respect to such Bonds shall cease, B-25 terminate, become void and be completely discharged and satisfied. In such event, upon the Written Request of the Authority, the Trustee shall be authorized to take such actions and execute and deliver to the Authority all such instruments as may be necessary or desirable to evidence such discharge and satisfaction. In the event all Outstanding Bonds are paid as provided in the Indenture, the Trustee shall pay over, transfer, assign or deliver to the Authority all moneys or securities or other property held by it pursuant to the Indenture which are not required for the payment or redemption of any Bonds not theretofore surrendered for such payment or redemption and after payment of amounts due to the Trustee under the Indenture. Prior to the defeasance of the Bonds, the Authority shall obtain the following items: a. An opinion of Bond Counsel to the effect (i) that the defeasance will not adversely impact the exclusion from gross income for federal income tax purposes of interest on the Bonds or refunded bonds and (ii) that the Bonds are no longer "Outstanding" under the Indenture; b. If the Bonds are being advance-refunded, a refunding trust or escrow agreement and an opinion of counsel regarding the validity and enforceability of the Escrow Agreement. In addition, such escrow agreement shall provide that: i. certified public accountant. Any substitution of securities shall require verification by an independent ii. The Authority will not exercise any optional redemption of Bonds secured by such escrow agreement or any other redemption other than mandatory sinking fund redemptions unless the right to make any such redemption has been expressly reserved in the escrow agreement and such reservation has been disclosed in detail in the official statement for the refunding bonds. Discharge of Liability on Bonds. Upon the deposit with the Trustee, in trust, at or before maturity, of money or non-callable Federal Securities in the necessary amount (as provided the Indenture) to pay or redeem any Outstanding Bonds (whether upon or prior to the maturity or the redemption date of such Bonds), provided that, if such Bonds are to be redeemed prior to maturity, notice of such redemption shall have been given as provided in the Indenture or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the Authority in respect of such Bonds shall cease, terminate and be completely discharged, and the Owners thereof shall thereafter be entitled only to payment out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of the Indenture. The Authority may at any time surrender to the Trustee for cancellation by it any Bonds previously issued and delivered, which the Authority may have acquired in any manner whatsoever, and such Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. Deposit of Money or Securities with Trustee. Whenever in the Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or non-callable Federal Securities in the necessary amount to pay or redeem any Bonds, the money or non-callable Federal Securities so to be deposited or held may include money or non-callable Federal Securities held by the Trustee in the funds and accounts established pursuant to the Indenture and shall be: (a) lawful money of the United States of America in an amount equal to the principal amount of such Bonds and all unpaid interest thereon to maturity, except that, in the case of Bonds which are to be redeemed prior to maturity and in respect of which notice of such redemption shall have been given as provided in the Indenture or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount of such Bonds and all unpaid interest thereon to the redemption date; or (b) non-callable Federal Securities, the principal of and interest on which when due will, in the written opinion of an Independent Accountant filed with the Authority and the Trustee, provide money sufficient to pay the principal of and interest and premium (if any) on the Bonds to be paid or redeemed, as such principal, interest and premium become due, provided that in the case of Bonds which are to be redeemed prior to the maturity B-26 thereof, notice of such redemption shall have been given as provided in the Indenture or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that (i) the Trustee shall have been irrevocably instructed (by the terms of the Indenture or by Written Request of the Authority) to apply such money to the payment of such principal, interest and premium (if any) with respect to such Bonds, (ii) the Authority shall have delivered to the Trustee an opinion of Bond Counsel to the effect that such Bonds have been discharged in accordance with the Indenture, and (iii) a report of an independent firm of nationally recognized certified public accountants verifying the sufficiency of the escrow established to pay the Bonds in full on the maturity or redemption date; and a certificate of discharge of the Trustee with respect to the Bonds. Unclaimed Funds. Notwithstanding any provisions of the Indenture, and subject to applicable provisions of State law, any moneys held by the Trustee in trust for the payment of the principal of, or interest on, any Bonds and remaining unclaimed for two (2) years after the principal of all of the Bonds has become due and payable (whether at maturity or upon call for redemption or by acceleration as provided in the Indenture), if such moneys were so held at such date, or two (2) years after the date of deposit of such moneys if deposited after said date when all of the Bonds became due and payable, shall be repaid to the Authority free from the trusts created by the Indenture and at the request of the Trustee an indemnification agreement acceptable to the Authority and the Trustee indemnifying the Trustee with respect to claims of Owners of Bonds which have not yet been paid, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Authority as aforesaid, the Trustee shall (at the cost of the Authority) first mail to the Owners of Bonds which have not yet been paid, at the addresses shown on the Registration Books, a notice, in such form as may be deemed appropriate by the Trustee with respect to the Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Authority of the moneys held for the payment thereof. MISCELLANEOUS Liability of Authority Limited to Net Revenues. Notwithstanding anything in the Indenture or in the Bonds contained, the Authority shall not be required to advance any moneys derived from any source other than the Net Revenues and other assets pledged under the Indenture for any of the purposes in the Indenture mentioned, whether for the payment of the principal of or interest on the Bonds or for any other purpose of the Indenture. Nevertheless, the Authority may, but shall not be required to, advance for any of the purposes of the Indenture any funds of the Authority which may be made available to it for such purposes. Limitation of Rights to Parties; Bond Owners. Nothing in the Indenture or in the Bonds expressed or implied is intended or shall be construed to give to any person other than the Authority, the Trustee, the City and the Owners of the Bonds, any legal or equitable right, remedy or claim under or in respect of the Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Authority, the Trustee, the City and the Owners of the Bonds. Funds and Accounts. Any fund or account required by the Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds and accounts shall at all times be maintained in accordance with corporate trust industry standards to the extent practicable, and with due regard for the requirements of the Indenture and for the protection of the security of the Bonds and the rights of every Owner thereof. Waiver of Notice; Requirement of Mailed Notice. Whenever in the Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. Whenever in the Indenture any notice shall be required to be given by mail, such requirement shall be satisfied by the deposit of such notice in the United States mail, postage prepaid, by first class mail. B-27 Destruction of Bonds. Whenever in the Indenture provision is made for the cancellation by the Trustee and the delivery to the Authority of any Bonds, the Trustee shall, in lieu of such cancellation and delivery, destroy such Bonds as may be allowed by law, and, upon written request of the Authority, deliver a certificate of such destruction to the Authority. Severability of Invalid Provisions. If any one or more of the provisions contained in the Indenture or in the Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in the Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of the Indenture, and the Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Authority hereby declares that it would have entered into the Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of the Indenture may be held illegal, invalid or unenforceable. Evidence of Rights of Bond Owners. Any request, consent or other instrument required or permitted by the Indenture to be signed and executed by Bond Owners may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bond Owners in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Bonds transferable by delivery, shall be sufficient for any purpose of the Indenture and shall be conclusive in favor of the Trustee and the Authority if made in the manner provided in the Indenture. The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. The ownership of Bonds shall be proved by the Registration Books. Any request, consent, or other instrument or writing of the Owner of any Bond shall bind every future Owner of the same Bond and the Owner of every Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Authority in accordance therewith or reliance thereon. Disqualified Bonds. In determining whether the Owners of the requisite aggregate principal amount of Bonds have concurred in any demand, request, direction, consent or waiver under the Indenture, Bonds which are known by the Trustee to be owned or held by or for the account of the Authority, or by any other obligor on the Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or any other obligor on the Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of the Indenture if the pledgee shall certify to the Trustee the pledgee’s right to vote such Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common control with, the Authority or any other obligor on the Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. Upon request of the Trustee, the Authority shall specify to the Trustee those Bonds which are disqualified pursuant to the Indenture and the Trustee may conclusively rely on a certificate. Money Held for Particular Bonds. The money held by the Trustee for the payment of the interest or principal due on any date with respect to particular Bonds (or portions of Bonds in the case of Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Bonds entitled thereto, subject, however, to the provisions of the Indenture but without any liability for interest thereon. Waiver of Personal Liability. No member, officer, agent or employee of the Authority shall be individually or personally liable for the payment of the principal of or interest or premium (if any) on the Bonds or B-28 be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such member, officer, agent or employee from the performance of any official duty provided by law or by the Indenture. B-29 [THIS PAGE INTENTIONALLY LEFT BLANK] APPENDIX C FORM OF OPINION OF BOND COUNSEL Upon issuance of the Bonds, Best Best & Krieger LLP, Bond Counsel, proposes to render its final approving opinion in substantially the following form: [Closing Date] Corona Utility Authority 400 South Vicentia Avenue, Suite 120 Corona, CA 92882 Re: $20,890,000 Corona Utility Authority 2013 Wastewater Revenue Bonds (Wastewater Projects) Ladies and Gentlemen: We have reviewed the Constitution and laws of the State of California and certain proceedings taken by the Corona Utility Authority (the “Authority”) in connection with the issuance by the Authority of the $20,890,000 Corona Utility Authority 2013 Wastewater Revenue Bonds (Wastewater Projects) (the “Bonds”), pursuant to the provisions of Article 4 of Chapter 5 of Division 7 of Title 1 of the California Government Code (the “Law”) and pursuant to an Indenture of Trust, dated as of June 1, 2013 (the “Indenture of Trust”) by and between The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”) and the Authority. The proceeds of the Bonds have been applied by the Authority to finance and refinance the acquisition and construction of water system improvements for the Authority. We have also examined such certified proceedings and other papers and materials as we deem necessary to render this opinion. In such connection, we have reviewed the Indenture of Trust, the tax certificate of the Authority for the Bonds dated the date hereof (the “Tax Certificate”), certificates of the Authority and others, and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken or omitted or events occurring after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions are taken or omitted or events do occur or any other events come to our attention after the date hereof. Accordingly, this opinion speaks only as of its date and is not intended to, and may not, be relied upon in connection with any such actions, events or matters. Our engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation to update this letter. We have assumed the genuineness of all documents and signatures presented to us (whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity against, any parties other than the Authority. We have assumed, without undertaking to verify, the accuracy of the factual matters represented, warranted or certified in the documents, and of the legal conclusions contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all covenants and agreements contained in the Indenture of Trust and the Tax Certificate, including (without limitation) covenants and agreements compliance with which is necessary to ensure that future actions, omissions or events will not cause interest on the Bonds to be included in gross income for federal income tax purposes. We call attention to the fact that the rights and obligations under the Bonds, the Indenture of Trust and the Tax Certificate and their enforceability may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases, and to the C-1 limitations on legal remedies against cities and joint powers authorities in the State of California. We express no opinion with respect to any indemnification, contribution, penalty, choice of law, choice of forum, choice of venue, waiver or severability provisions contained in the documents mentioned in the preceding sentence. Finally, we undertake no responsibility for the accuracy, completeness or fairness of the Official Statement or other offering materials relating to the Bonds and express no opinion with respect thereto. Based upon the foregoing, we are of the opinion, under existing law, that: 1. The Authority is a joint powers authority duly organized and validly existing under the laws of the State of California, with power to enter into the Indenture of Trust, to perform the agreements on its part contained therein and to issue the Bonds; 2. The Bonds constitute the valid and legally binding special obligations of the Authority enforceable in accordance with their terms and payable solely from the sources provided therefor in the Indenture of Trust; 3. The Indenture of Trust has been duly approved by the Authority and constitutes the valid and legally binding obligation of the Authority enforceable against the Authority in accordance with its terms except as such enforcement may be limited by bankruptcy, insolvency, moratorium, transfer or conveyance, or other laws affecting creditor’s rights generally, or the exercise of judicial discretion in accordance with general principals of equity or otherwise in appropriate cases; provided, however, we express no opinion with respect to any indemnification, contribution, choice of law or waiver provisions contained therein; 4. The Indenture of Trust establishes a first lien on and pledge of the Net Revenues (as such term is defined in the Indenture of Trust) and other funds pledged thereby for the security of the Bonds, in accordance with the terms of the Indenture of Trust; 5. Interest on the Bonds is exempt from California personal income taxation; and 6. Under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excluded from gross income for purposes of federal income taxation. Interest on the Bonds is not a specific preference item for purposes of the federal individual or corporate alternative minimum tax provisions of the Code; it should be further noted, however, that, with respect to corporations, such interest will be included in adjusted current earnings when calculating corporate alternative minimum taxable income. Although the interest on the Bonds is excluded from gross income for purposes of federal income taxation, the accrual or receipt of interest on the Bonds, or any portion thereof, may otherwise affect the federal income tax liability of the recipient. The extent of these other tax consequences will depend on the recipient’s particular tax status or other items of income or deduction. We express no opinion regarding any such consequences. Respectfully submitted, C-2 APPENDIX D INFORMATION CONCERNING DTC The information in this Appendix concerning DTC and DTC’s book-entry only system has been obtained from sources that the Utility Authority, the City and the Underwriter believe to be reliable, but none of the Utility Authority, the City or the Underwriter take any responsibility for the completeness or accuracy thereof. The following description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, premium, if any, accreted value and interest on the Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully registered bond will be issued for each annual maturity of the Bonds, each in the aggregate principal amount of such annual maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC’s records. The ownership interest of each actual purchaser of each Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive bonds representing their ownership interests in the Bonds, except in the event that use of the book-entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts D-1 such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Utility Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Bonds will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Utility Authority or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Utility Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Utility Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Bond Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such Bonds by causing the Direct Participant to transfer the Participant’s interest in the Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Bonds to the Trustee’s DTC account. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Utility Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, physical certificates are required to be printed and delivered. The Utility Authority may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered to DTC. THE TRUSTEE, AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE. D-2 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE Upon the issuance of the Bonds, the Utility Authority proposes to enter into a Continuing Disclosure Certificate in substantially the following form: This Continuing Disclosure Certificate (the “Disclosure Certificate”) is executed and delivered by the Corona Utility Authority (the “Utility Authority”) in connection with the issuance of the $20,890,000 Corona Utility Authority 2013 Wastewater Revenue Bonds (Wastewater Projects) (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust, dated as of June 1, 2013 (the “Indenture”), by and between the Utility Authority (the “Utility Authority”) and The Bank of New York Mellon Trust Company, N.A., as trustee. The Utility Authority covenants and agrees as follows: 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Utility Authority for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriter in complying with the Rule. 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: Annual Report. The term “Annual Report” means any Annual Report provided by the Utility Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. Beneficial Owner. The term “Beneficial Owner” means any person which: (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal income tax purposes. EMMA. The term “EMMA” means the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System for municipal securities disclosures, maintained on the Internet at http://emma.msrb.org/. Fiscal Year. The term “Fiscal Year” means the one-year period ending on the last day of June of each year. Holder. The term “Holder” means a registered owner of the Bonds. Listed Events. The term “Listed Events” means any of the events listed in Sections 5(a) and (b) of this Disclosure Certificate. Official Statement. The term “Official Statement” means the Official Statement relating to the Bonds dated June 4, 2013 delivered in connection with the issuance of the Bonds. Participating Underwriter. The term “Participating Underwriter” means the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. Rule. The term “Rule” means Rule 15c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. 3. Provision of Annual Reports. (a) The Utility Authority shall provide not later than 270 days following the end of its Fiscal Year (commencing with Fiscal Year 2013) to EMMA an Annual Report relating to the immediately preceding Fiscal Year which is consistent with the requirements of Section 4 of this Disclosure Certificate, which Annual Report may E-1 be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Certificate. (b) If the Utility Authority is unable to provide to EMMA an Annual Report by the date required in subsection (a), the Utility Authority shall send to EMMA a notice in substantially the manner prescribed by the Municipal Securities Rulemaking Board. 4. following: Content of Annual Reports. The Annual Report shall contain or incorporate by reference the (a) The combined audited financial statements of the City of Corona (the “City”) and the Utility Authority for the prior Fiscal Year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If such audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. (b) Principal amount of the Bonds outstanding. (c) An update of the information in the following tables in the Official Statement: (I) Under the caption “THE WASTEWATER ENTERPRISE”: (i) CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Historic Wastewater Enterprise Connections; (ii) CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Historic Wastewater Enterprise Daily Average Flow; (iii) CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Ten Largest Wastewater Enterprise Customers; and (iv) Selected Wastewater Enterprise Rates; CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE (II) Under the caption “WASTEWATER ENTERPRISE FINANCIAL INFORMATION,” CORONA UTILITY AUTHORITY WASTEWATER ENTERPRISE Historic Operating Results (Fiscal Year Ended June 30); and (III) Under the caption “ELECTRIC DISTRIBUTION SYSTEM,” CITY OF CORONA ELECTRIC DISTRIBUTION SYSTEM Historic Operating Results (Fiscal Year Ended June 30) (such table shall be updated until such time as the Wastewater Enterprise is no longer subject to the applicable Power Sales Agreement (as such term is defined in the Official Statement)). Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to EMMA or the Securities and Exchange Commission; provided that if any document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board; and provided further that the Utility Authority shall clearly identify each such document so included by reference. 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Utility Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds in a timely manner not more than ten (10) Business Days after the event: E-2 1. principal and interest payment delinquencies; 2. unscheduled draws on debt service reserves reflecting financial difficulties; 3. unscheduled draws on credit enhancements reflecting financial difficulties; 4. substitution of credit or liquidity providers, or their failure to perform; 5. issuance by the Internal Revenue Service of proposed or final determination of taxability or of a Notice of Proposed Issue (IRS Form 5701 TEB); 6. tender offers; 7. defeasances; 8. ratings changes; and 9. bankruptcy, insolvency, receivership or similar proceedings. Note: For the purposes of the event identified in subparagraph (9), the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governmental body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. (b) Pursuant to the provisions of this Section 5, the Utility Authority shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. unless described in Section 5(a)(5), other notices or determinations by the Internal Revenue Service with respect to the tax status of the Bonds or other events affecting the tax status of the Bonds; 2. modifications to the rights of Bondholders; 3. optional, unscheduled or contingent Bond calls; 4. release, substitution or sale of property securing repayment of the Bonds; 5. non-payment related defaults; 6. the consummation of a merger, consolidation, or acquisition involving the Utility Authority or the sale of all or substantially all of the assets of the Utility Authority, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms; and 7. appointment of a successor or additional trustee or the change of the name of a trustee. (c) If the Utility Authority determines that knowledge of the occurrence of a Listed Event under Section 5(b) would be material under applicable federal securities laws, the Utility Authority shall file a notice of such occurrence with EMMA in a timely manner not more than ten (10) Business Days after the event. E-3 6. Customarily Prepared and Public Information. Upon request, the Utility Authority shall provide to any person financial information and operating data regarding the Utility Authority which is customarily prepared by the Utility Authority and is publicly available. 7. Termination of Obligation. The Utility Authority’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Utility Authority shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Utility Authority may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that, in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule. 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Utility Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Utility Authority chooses to include any information in any notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Utility Authority shall not thereby have any obligation under this Disclosure Certificate to update such information or include it in any future notice of occurrence of a Listed Event. 10. Default. In the event of a failure of the Utility Authority to comply with any provision of this Disclosure Certificate, any Holders or Beneficial Owners of at least 50% aggregate principal amount of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Utility Authority to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Utility Authority to comply with this Disclosure Certificate shall be an action to compel performance. No Holder or Beneficial Owner of the Bonds may institute such action, suit or proceeding to compel performance unless they shall have first delivered to the Utility Authority satisfactory written evidence of their status as such, and a written notice of and request to cure such failure, and the Utility Authority shall have refused to comply therewith within a reasonable time. 11. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Utility Authority, the City, the Participating Underwriter and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Dated: June 26, 2013 CORONA UTILITY AUTHORITY By: Its: E-4 APPENDIX F CITY AND COUNTY INFORMATION The following information relating to the City of Corona (the “City”) and the County of Riverside (the “County”), California is supplied solely for purposes of information. Neither the City nor the County is obligated in any manner to pay principal of or interest on the Bonds or to cure any delinquency or default on the Bonds. The Bonds are payable solely from the sources described in the Official Statement. General The City is located in western Riverside County, approximately 45 miles southeast of Los Angeles along State Route 91 and Interstate 15. The City encompasses an area of 39.2 square miles. Incorporated in 1896, the City operates as a general law city with a council-manager form of government. The five City Council members are elected at large for staggered four-year terms. The City Council elects one of the City Council members as Mayor. The City provides police protection, fire protection, animal control, building safety regulation and inspection, street lighting, beautification, water and wastewater service, refuse collection, land use planning, and zoning, housing and community services, maintenance and improvement of streets and related structures, traffic safety maintenance and improvement and recreational and cultural programs for citizen participation. Population The following table offers population figures for the City, the County and the State of California as of January 1, 2008 through January 1, 2012. CITY OF CORONA, COUNTY OF RIVERSIDE AND STATE OF CALIFORNIA Population City of Corona County of Riverside State of California 1/1/2008 146,272 2,049,902 36,399,676 1/1/2009 147,319 2,102,741 36,704,375 1/1/2010 149,692 2,140,626 36,966,713 1/1/2011 151,858 2,179,692 37,233,900 1/1/2012 152,374 2,189,641 37,253,956 Source: State of California, Department of Finance, E-4 Population Estimates for Cities, Counties, and the State, 2001-2010, with 2000 and 2010 Census Counts. Sacramento, California, November 2012. F-1 Construction Activity The following table shows building permit valuations and new housing units in the City for calendar years 2007 through 2011. CITY OF CORONA Building Permit Valuation and New Housing Units 2007 2008 2009 $ 1,797,704 28,692,489 3,100,268 $ 33,590,461 $ 6,816,057 7,589,858 4,374,613 $ 18,780,534 $ 10,225,820 1,159,516 2,712,494 $ 18,097,830 $ 18,639,992 48,134,059 2,628,047 $ 69,402,098 $ 48,596,455 2,763,756 10,639,621 31,885,689 $ 93,885,522 $ 74,256,067 6,450,621 7,545,296 20,785,677 $ 109,038,661 $ 1,599,196 0 2,621,627 14,705,067 $ 18,925,890 $ 329,627 6,685,531 2,609,673 41,651,861 $51,276,692 $ $ 129,127,233 $ 142,629,122 $ 37,706,424 $69,374,522 $113,678,192 76 40 116 6 359 365 33 58 91 31 38 69 55 408 463 Residential Single Family Multi-Family Alteration/Additions Total(1) $ 24,622,642 5,673,752 4,945,307 $ 35,241,701 Non-Residential New Commercial New Industry Other(2) Alteration/Additions Total(1) Total All Industry(1) New Housing Units Single Family Units Multi-Family Units Total (1) 2010 2011 512,548 0 2,967,698 40,795,848 $ 44,276,094 Totals may not add due to rounding. Includes churches and religious building, hospitals and institutional buildings, schools and educational buildings, residential garages, public works and utilities buildings and non-residential alterations and additions. Source: Construction Industry Research Board. (2) F-2 Employment The following table sets forth the major employers located in the County in 2012. COUNTY OF RIVERSIDE Largest Employers Rank Name of Business 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. County of Riverside March Air Reserve Base Stater Bros. Markets University of California, Riverside Walmart Corona-Norco Unified School District Pechanga Resort & Casino Riverside Unified School District Moreno Valley Unified School District Kaiser Permanente Riverside Medical Center(1) Number of Employees in County 19,150 9,000 6,900 5,790 5,360 4,686 4,000 3,796 3,500 3,500 (1) Type of Business County Government Military Reserve Base Supermarkets University Retail School District Casino & Resort School District School District Medical Center 2011 figure. Source: Information gathered by Riverside County Economic Development Agency from employers listed websites and public records. F-3 Employment and Industry Employment data by industry is not separately reported on an annual basis for the City but is compiled for the County. In addition to varied manufacturing employment, the County has large and growing commercial and service sector employment, as reflected in the table below. The following table represents the Annual Average Labor Force and Industry Employment for the Riverside-San Bernardino-Ontario Metropolitan Statistical Area for calendar years 2008 through 2011 and the preliminary numbers for 2012. RIVERSIDE-SAN BERNARDINO-ONTARIO METROPOLITAN STATISTICAL AREA Industry Employment & Labor Force - by Annual Average March 2010 Benchmark 2008 2009 2010 2011 2012(1) Civilian Labor Force Civilian Employment Civilian Unemployment Civilian Unemployment Rate 1,776,000 1,629,500 146,500 8.3% 1,774,300 1,540,100 234,200 13.2% 1,798,200 1,540,500 257,700 14.3% 1,799,000 1,557,800 241,200 13.4% 1,816,600 1,617,800 198,800 10.9% Total Farm Total Nonfarm Total Private Goods Producing Natural Resources and Mining Construction Manufacturing Service Providing Trade, Transportation and Utilities Wholesale Trade Retail Trade Transportation, Warehousing and Utilities Information Financial Activities Professional and Business Services Educational and Health Services Leisure and Hospitality Other Services Government Total, All Industries 15,900 1,223,800 994,000 198,800 1,200 90,700 106,900 1,025,000 292,900 54,100 168,600 70,200 14,900 1,134,800 906,400 157,800 1,100 67,900 88,800 977,000 271,900 48,900 156,200 66,800 15,000 1,125,900 891,600 145,800 1,000 59,700 85,100 980,000 270,800 48,600 155,500 66,600 14,900 1,129,700 902,400 145,600 1,000 58,700 85,800 984,200 275,100 49,400 157,200 68,500 15,800 1,165,700 939,900 144,800 1,000 57,400 86,400 1,020,900 294,000 54,300 164,900 74,800 14,900 46,100 137,700 131,800 131,000 40,800 229,900 1,239,700 15,100 42,500 124,300 133,600 123,800 37,300 228,400 1,149,700 15,800 41,000 123,400 133,800 122,800 38,200 234,300 1,140,900 15,000 39,200 126,100 137,900 124,300 39,300 227,300 1,144,600 15,400 39,700 133,300 143,100 130,500 38,500 226,400 1,181,600 Note: Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households and persons involved in labor-management trade disputes. Employment reported by place of work. Items may not add to total due to independent rounding. The “Total, All Industries” data is not directly comparable to the employment data found in this Appendix F. (1) Preliminary; represents sum of monthly totals. Source: State of California Employment Development Department. F-4 The following table summarizes the labor force, employment and unemployment figures over the past six years for the City, the County, the State and the nation as a whole. CITY OF CORONA, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AND UNITED STATES Average Annual Civilian Labor Force, Employment and Unemployment Employment(1) 2006 City of Corona Riverside County California United States(4) 83,100 890,100 17,821,100 151,428,000 80,000 845,300 16,948,400 144,427,000 3,000 44,800 872,700 7,001,000 3.6% 5.0 4.9 4.6 2007 City of Corona Riverside County California United States(4) 84,700 911,500 18,078,000 153,124,000 81,000 856,500 17,108,700 146,047,000 3,700 55,000 969,300 7,078,000 4.3% 6.0 5.4 4.6 2008 City of Corona Riverside County California United States(4) 84,900 918,800 18,391,800 154,287,000 79,600 839,900 17,059,600 145,362,000 5,200 79,000 1,332,300 8,924,000 6.2% 8.6 7.2 5.8 2009 City of Corona Riverside County California United States(4) 84,100 913,900 18,250,200 154,142,000 75,700 790,000 16,163,900 139,877,000 8,300 123,900 2,086,200 14,265,000 9.9% 13.6 11.4 9.3 2010 City of Corona Riverside County California United States(4) 83,500 913,400 18,176,200 153,889,000 74,400 779,100 15,916,300 139,064 9,100 134,300 2,259,900 14,825,000 10.9% 14.7 12.4 9.6 2011 City of Corona Riverside County California United States(4) 86,000 938,400 18,384,900 153,617,000 77,300 810,600 16,226,600 139,869,000 8,700 127,800 2,158,300 13,747,000 10.1% 13.6 11.7 8.9 (1) Unemployment(2) Unemployment Rate (%)(3) Labor Force Year and Area Includes persons involved in labor-management trade disputes. Includes all persons without jobs who are actively seeking work. (3) The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures in this table. (4) Not strictly comparable with data for prior years. Source: California Employment Development Department and U.S. Department of Labor, Bureau of Labor Statistics. (2) F-5 Property Values and Property Taxes The following table summarizes the assessed valuation of the City for Fiscal Years 2008 through 2012. CITY OF CORONA Assessed Valuation Fiscal Year 2008 2009 2010 2011 2012 Secured $16,566,883,043 16,455,428,732 15,114,420,610 14,903,117,173 14,827,189,610 Utility Unsecured $3,724,135 3,724,135 3,724,135 3,724,135 3,724,135 $1,120,466,497 1,230,076,672 1,186,468,433 1,141,931,720 1,119,361,542 Total $17,691,073,675 17,689,229,539 16,304,613,178 16,048,773,028 15,950,275,287 Source: California Municipal Statistics, Inc. Retail Sales The table below presents the City’s retail permits and transactions for calendar years 2005 through 20109 and first three quarters of calendar year 2011. CITY OF CORONA Taxable Transactions (in Thousands) Calendar Year 2005 2006 2007 2008 2009 2010 2011(1) Retail Permits 831 1,919 1,876 1,920 2,295 2,438 2,554 Retail Stores Taxable Transactions $ 705,491 2,159,434 2,078,527 1,809,673 1,484,916 1,536,310 1,230,101 Total Permits 1,802 3,768 3,958 3,994 3,693 3,851 4,045 (1) Taxable Transactions through third quarter of 2011. Source: California State Board of Equalization. F-6 Total Outlets Taxable Transactions $ 804,873 3,576,700 3,478,337 2,994,438 2,426,746 2,454,989 2,019,681 [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] CORONA UTILITY AUTHORITY • 2013 WASTEWATER REVENUE BONDS (WASTEWATER PROJECTS)