NEW ISSUE – BOOK ENTRY ONLY Standard & Poor’s: Insured Bonds “AA” (Insurer Rating) Uninsured Bonds “A+” (Underlying) (See “CONCLUDING INFORMATION—Ratings” herein) In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, and assuming continuing compliance with covenants intended to preserve the exclusion from gross income for federal income tax purposes of interest on the 2015A Bonds, interest on the 2015A Bonds is excludable from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest on the 2015A Bonds and 2015B Bonds is also exempt from present State of California personal income taxes. See “CONCLUDING INFORMATION—Tax Exemption” herein for a discussion of the effect of certain provisions of the Code on Owners of the 2015A Bonds. $18,380,000 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY Oroville Redevelopment Project No. 1 Tax Allocation Refunding Bonds Series 2015A Dated: Delivery Date $525,000 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY Oroville Redevelopment Project No. 1 Tax Allocation Refunding Bonds Series 2015B (Taxable) Due: September 15, as shown on inside cover The above-captioned Series 2015A bonds (the “2015A Bonds”) and Series 2015B bonds (the “2015B Bonds”; and together with the 2015A Bonds, the “Bonds”) will be delivered as fully registered bonds, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available to ultimate purchasers (“Beneficial Owners”) in the denomination of $5,000 or any integral multiple thereof, under the book-entry system maintained by DTC. Beneficial Owners will not be entitled to receive delivery of bonds representing their ownership interest in the Bonds. The principal of, premium if any, and semiannual interest (due March 15 and September 15 of each year, commencing September 15, 2015) on the Bonds will be payable by MUFG Union Bank, N.A., as trustee (the “Trustee”), to DTC for subsequent disbursement to DTC participants, so long as DTC or its nominee remains the registered owner of the Bonds (see “THE BONDS—Book-Entry System” herein). The Bonds are subject to optional redemption prior to their maturity as described herein. See “THE BONDS—Redemption and Purchase of Bonds” herein. The Bonds are being issued by the Successor Agency to the Oroville Redevelopment Agency (the “Agency”). The 2015A Bonds are being issued to refinance certain loan obligations previously incurred by the Oroville Redevelopment Agency (the “Prior Agency”) pursuant to (i) a Loan Agreement with the Oroville Public Financing Authority (the “Authority”) dated as of October 31, 2002 pursuant to which the Authority loaned the proceeds of its 2002 Tax Allocation Revenue Bonds (Oroville Redevelopment Project No. 1) to the Prior Agency (the “2002 Loan”) and the Prior Agency pledged its tax increment revenues as the security for the repayment of the 2002 Loan (the “2002 Loan Obligation”) currently outstanding in the principal amount of $12,555,000, and (ii) a Loan Agreement with the Authority dated as of August 5, 2004 pursuant to which the Authority loaned the proceeds of its 2004 Tax Allocation Revenue Bonds, Series A (Oroville Redevelopment Project No. 1) to the Prior Agency (the “2004A Loan”) and the Prior Agency pledged its tax increment revenues as the security for the repayment of the 2004A Loan (the “2004A Loan Obligation”) currently outstanding in the principal amount of $8,480,000. The 2015B Bonds are being issued to refund the Prior Agency’s previously issued Loan Agreement with the Authority dated as of August 5, 2004 pursuant to which the Authority loaned the proceeds of its 2004 Taxable Tax Allocation Revenue Bonds, Series B (Oroville Redevelopment Project No. 1) to the Prior Agency (the “2004B Loan”) and the Prior Agency pledged its tax increment revenues as the security for the repayment of the 2004B Loan (the “2004B Loan Obligation”) currently outstanding in the principal amount of $555,000. The 2002 Loan Obligation, the 2004A Loan Obligation and the 2004B Loan Obligation are referred to collectively herein as the “Refunded Obligations.” Proceeds of the Bonds will also be applied to pay the premium for a municipal bond debt service reserve insurance policy, a policy of bond insurance and to pay costs of issuance of the Bonds. The Authority made the 2002 Loan, the 2004A Loan and the 2004B Loan to the Prior Agency using proceeds of the Authority’s previously issued (a) 2002 Tax Allocation Revenue Bonds (Oroville Redevelopment Project No. 1), (b) 2004 Tax Allocation Revenue Bonds, Series A (Oroville Redevelopment Project No. 1) (Bank Qualified) and (c) 2004 Taxable Tax Allocation Revenue Bonds, Series B (Oroville Redevelopment Project No. 1) (collectively, the “Refunded Authority Bonds”). The refunding of the Refunded Obligations will cause the refunding and defeasance of the Refunded Authority Bonds. The Bonds are payable from and equally and ratably secured, without preference or distinction as to Series, by the Pledged Tax Revenues as defined herein to be derived from the Project Area. Taxes levied on the property within the Project Area on that portion of the taxable valuation over and above the taxable valuation of the base year property tax roll to the extent they constitute Pledged Tax Revenues, shall be deposited in the Redevelopment Obligation Retirement Fund, and administered by the Agency and the Trustee in accordance with the Indenture of Trust dated as of April 1, 2015 (the “Indenture”) by and between the Agency and the Trustee providing for the issuance of the Bonds. The scheduled payment of principal of and interest on the 2015A Bonds maturing on September 15 in the years 2018 through 2031, inclusive, and all of the 2015B Bonds (the “Insured Bonds”), when due will be guaranteed under an insurance policy (the “Policy”) to be issued concurrently with the delivery of the Insured Bonds by Assured Guaranty Municipal Corp. (the “Insurer” or “AGM”). See “BOND INSURANCE” and APPENDIX I— “SPECIMEN MUNICIPAL BOND INSURANCE POLICY” herein. This cover page of the Official Statement contains information for quick reference only. It is not a complete summary of the Bonds. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. Attention is hereby directed to certain Risk Factors more fully described herein. The Bonds are not a debt of the City of Oroville, the State of California (the “State”) or any of its political subdivisions (except the Agency) and neither said City, said State or any of its political subdivisions (except the Agency) is liable therefor. The principal of and interest on the Bonds are payable solely from the Pledged Tax Revenues allocated to the Agency from the Project Area (all as defined herein and in the Indenture) and other funds as set forth in the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. The Bonds are offered, when, as and if issued, subject to the approval of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel. Certain legal matters will be passed on for the Agency by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Disclosure Counsel and for the Underwriter by Jones Hall, A Professional Corporation, San Francisco, California. It is anticipated that the Bonds will be available for delivery to DTC in New York, New York, on or about April 8, 2015. SOUTHWEST SECURITIES, INC. Dated: March 17, 2015 $18,380,000 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY Oroville Redevelopment Project No. 1 Tax Allocation Refunding Bonds Series 2015A $525,000 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY Oroville Redevelopment Project No. 1 Tax Allocation Refunding Bonds Series 2015B (Taxable) 2015A BONDS MATURITY SCHEDULE (Base CUSIP† 68723P) Maturity Date (September 15) CUSIP† Suffix Principal Amount Interest Rate Yield (1) 2015 2016(1) 2017(1) $ 555,000 645,000 920,000 3.000% 3.000 3.000 0.350% 0.550 0.930 AA5 AB3 AC1 2018(2) 2019(2) 2020(2) 2021(2) 2022(2) 2023(2) 2024(2) 2025(2) 2026(2) 2027(2) 2028(2) 2029(2) 2030(2) 2031(2) 955,000 985,000 1,030,000 1,080,000 1,135,000 1,190,000 1,250,000 1,315,000 1,375,000 1,415,000 1,460,000 1,505,000 300,000 1,265,000 4.000 4.000 5.000 5.000 5.000 5.000 5.000 5.000 3.000 3.000 3.000 3.125 3.250 3.250 1.250 1.530 1.750 1.950 2.250 2.450 2.600 2.750(3) 3.010 3.150 3.280 3.380 3.470 3.480 AD9 AE7 AF4 AG2 AH0 AJ6 AK3 AL1 AM9 AN7 AP2 AQ0 AR8 AS6 2015B BONDS MATURITY SCHEDULE (Base CUSIP† 68723P) Maturity Date (September 15) (2) 2015 2016(2) (1) Principal Amount Interest Rate Yield $ 295,000 230,000 0.700% 0.950 0.700% 0.950 CUSIP† Suffix AT4 AU1 Uninsured. Insured by Assured Guaranty Municipal Corp. (3) Priced to call date of March 15, 2025. † CUSIP® is a registered trademark of the American Bankers Association. Copyright© 1999-2015 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. Neither the Agency nor the Underwriter takes any responsibility for the accuracy of such numbers. (2) SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY OROVILLE, CALIFORNIA Board of Directors Linda Dahlmeier, Chair Thil Wilcox, Vice Chair Art Hatley, Director Jack Berry, Director Marlene Del Rosario, Director JR Simpson, Director David Pittman, Director Agency Staff and Project Management Don Rust, Acting Executive Director Karolyn Fairbanks, City Treasurer Rick Farley, Enterprise Zone Manager Ruth Wright, Finance Director Scott Huber, City Attorney Glenn Lazof, Finance Project Manager SPECIAL SERVICES Bond and Disclosure Counsel Stradling Yocca Carlson & Rauth a Professional Corporation Newport Beach, California Financial Advisor NHA Advisors, LLC San Rafael, California Trustee and Escrow Bank MUFG Union Bank, N.A. San Francisco, California Fiscal Consultant Rosenow Spevacek Group, Inc. Santa Ana, California Underwriter Southwest Securities, Inc. Cardiff by the Sea, California Verification Agent Grant Thornton LLP Minneapolis, Minnesota GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT No Offering May Be Made Except by this Official Statement. No dealer, broker, salesperson or other person has been authorized by the Agency to give any information or to make any representations with respect to the Bonds other than as contained in this Official Statement, and, if given or made, such other information or representation must not be relied upon as having been given or authorized by the Agency or the Underwriter. Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds described in this Official Statement and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement does not constitute a contract between any Bond owner and the Agency or the Underwriter. For purposes of compliance with Rule 15c2-12 of the Securities and Exchange Commission, the Preliminary Official Statement and the Official Statement, as of their respective dates, are deemed final by the Agency, provided, however, that pricing, underwriting and other information contained in the Preliminary Official Statement is subject to completion or amendment in accordance with Rule 15c2-12. Preparation of this Official Statement. The information contained in this Official Statement has been obtained from sources that are believed to be reliable, but this information is not guaranteed as to accuracy or completeness. 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. Assured Guaranty Municipal Corp. (“AGM”) makes no representation regarding the Bonds or the advisability of investing in the Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading “BOND INSURANCE” and APPENDIX I—“SPECIMEN MUNICIPAL BOND INSURANCE POLICY.” Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure made by the Agency, the words or phrases “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimate,” “project,” “forecast,” “expect,” “intend” and similar expressions identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Bonds will, under any circumstances, create any implication that there has been no change in the affairs of the Agency or the other parties described in this Official Statement, since the date of this Official Statement. Document Summaries. All summaries of the Indenture or other documents contained in this Official Statement are made subject to the provisions of such documents and do not purport to be complete statements of any or all such provisions. All references in this Official Statement to the Indenture and such other documents are qualified in their entirety by reference to such documents, which are on file with the Agency. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or a solicitation of an offer to buy in any state in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such offer or solicitation. No Registration with the SEC. The issuance and sale of the Bonds have not been registered under the Securities Act of 1933 or the Securities Exchange Act of 1934, both as amended, in reliance upon exemptions provided thereunder by Sections 3(a)(2) and 3(a)(12), respectively, for the issuance and sale of municipal securities. Public Offering Prices. 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 prices stated on the inside cover page of this Official Statement, and the Underwriter may change those public offering prices from time to time. Web Page. The City of Oroville maintains a website. However, the information maintained on the website is not a 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 INTRODUCTION ................................................................................................................................................ 1 Authority and Purpose ...................................................................................................................................... 1 The City and the Agency .................................................................................................................................. 2 The Redevelopment Plan .................................................................................................................................. 3 Tax Allocation Financing ................................................................................................................................. 3 Security for the Bonds ...................................................................................................................................... 4 No Outstanding Bonds ...................................................................................................................................... 5 Reserve Account ............................................................................................................................................... 5 Bond Insurance ................................................................................................................................................. 5 Changes to the Official Statement .................................................................................................................... 5 Further Information .......................................................................................................................................... 5 PLAN OF REFUNDING ...................................................................................................................................... 5 Verification of Mathematical Computations .................................................................................................... 6 SOURCES AND USES OF FUNDS .................................................................................................................... 7 THE BONDS ........................................................................................................................................................ 8 Authority for Issuance ...................................................................................................................................... 8 Description of the Bonds .................................................................................................................................. 8 Book-Entry System ........................................................................................................................................... 8 Redemption and Purchase of Bonds ................................................................................................................. 8 SECURITY FOR THE BONDS ........................................................................................................................... 9 Tax Increment Financing ................................................................................................................................ 10 Recognized Obligation Payment Schedule ..................................................................................................... 12 No Outstanding Bonds .................................................................................................................................... 14 Parity Bonds ................................................................................................................................................... 14 Bonds Not a Debt of the City of Oroville or the State of California .............................................................. 16 BOND INSURANCE ......................................................................................................................................... 16 Bond Insurance Policy .................................................................................................................................... 17 Assured Guaranty Municipal Corp. ................................................................................................................ 17 THE INDENTURE ............................................................................................................................................. 18 Allocation of Bond Proceeds .......................................................................................................................... 19 Pledged Tax Revenues – Application ............................................................................................................. 19 Investment of Moneys in Funds and Accounts ............................................................................................... 21 Covenants of the Agency ................................................................................................................................ 22 Events of Default and Remedies ..................................................................................................................... 25 Application of Funds Upon Acceleration ....................................................................................................... 26 Amendments ................................................................................................................................................... 27 THE SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY .................................. 27 Members and Officers .................................................................................................................................... 28 Agency Powers ............................................................................................................................................... 28 RISK FACTORS ................................................................................................................................................ 29 Reduction in Taxable Value ........................................................................................................................... 29 Risks to Real Estate Market ............................................................................................................................ 29 Reduction in Inflationary Rate ........................................................................................................................ 30 Development Risks ......................................................................................................................................... 30 Levy and Collection of Taxes ......................................................................................................................... 30 State Budget Issues ......................................................................................................................................... 31 Recognized Obligation Payment Schedule ..................................................................................................... 33 i AB 1484 Penalty for Failure to Remit Unencumbered Funds ........................................................................ 35 Bankruptcy and Foreclosure ........................................................................................................................... 35 Bond Insurance ............................................................................................................................................... 35 Estimated Revenues ........................................................................................................................................ 36 Hazardous Substances .................................................................................................................................... 36 Seismic Factors ............................................................................................................................................... 36 Risk of Floods ................................................................................................................................................. 37 Wildland and Urban Fire Hazards .................................................................................................................. 37 Changes in the Law ........................................................................................................................................ 37 Investment Risk .............................................................................................................................................. 38 Additional Obligations.................................................................................................................................... 38 Loss of Tax Exemption ................................................................................................................................... 38 Secondary Market ........................................................................................................................................... 38 No Validation Proceeding Undertaken ........................................................................................................... 38 PROPERTY TAXATION IN CALIFORNIA .................................................................................................... 40 Property Tax Collection Procedures ............................................................................................................... 40 Unitary Property ............................................................................................................................................. 43 Article XIIIA of the State Constitution........................................................................................................... 43 Appropriations Limitation – Article XIIIB ..................................................................................................... 44 Articles XIIIC and XIIID of the State Constitution ........................................................................................ 44 Proposition 87 ................................................................................................................................................. 44 Redevelopment Time Limits .......................................................................................................................... 45 Appeals of Assessed Values ........................................................................................................................... 45 Proposition 8 ................................................................................................................................................... 46 Propositions 218 and 26.................................................................................................................................. 46 Future Initiatives ............................................................................................................................................. 46 THE PROJECT AREA ....................................................................................................................................... 47 General............................................................................................................................................................ 47 The Oroville Redevelopment Project Plan ..................................................................................................... 47 Limitations and Requirements of the Redevelopment Plan ............................................................................ 47 Pass-Through Agreements .............................................................................................................................. 49 Statutory Pass-Through Amounts ................................................................................................................... 50 Land Use ......................................................................................................................................................... 51 Largest Taxpayers ........................................................................................................................................... 52 Appeals ........................................................................................................................................................... 52 PLEDGED TAX REVENUES ........................................................................................................................... 53 Schedule of Historical RPTTF Revenues ....................................................................................................... 53 Projected Taxable Valuation and Pledged Tax Revenues .............................................................................. 54 Projected Annual Debt Service ....................................................................................................................... 56 Debt Service Coverage ................................................................................................................................... 57 CONCLUDING INFORMATION ..................................................................................................................... 58 Underwriting ................................................................................................................................................... 58 Financial Advisor............................................................................................................................................ 59 Legal Opinions................................................................................................................................................ 59 Tax Exemption................................................................................................................................................ 59 No Litigation................................................................................................................................................... 60 Legality for Investment in California ............................................................................................................. 60 Ratings ............................................................................................................................................................ 60 Continuing Disclosure .................................................................................................................................... 60 Miscellaneous ................................................................................................................................................. 61 ii APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F CITY OF OROVILLE GENERAL INFORMATION .......................................................... A-1 DEFINITIONS ...................................................................................................................... B-1 FORM OF BOND COUNSEL OPINIONS .......................................................................... C-1 BOOK-ENTRY ONLY SYSTEM ........................................................................................ D-1 FORM OF CONTINUING DISCLOSURE CERTIFICATE ................................................ E-1 CITY COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2014 .........................................................................................................F-1 APPENDIX G FISCAL CONSULTANT’S REPORT .................................................................................. G-1 APPENDIX H DOF DETERMINATION LETTER ..................................................................................... H-1 APPENDIX I SPECIMEN MUNICIPAL BOND INSURANCE POLICY .................................................. I-1 iii $18,380,000 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY Oroville Redevelopment Project No. 1 Tax Allocation Refunding Bonds Series 2015A $525,000 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY Oroville Redevelopment Project No. 1 Tax Allocation Refunding Bonds Series 2015B (Taxable) INTRODUCTION This introduction does not purport to be complete, and reference is made to the body of this Official Statement, appendices and the documents referred to herein for more complete information with respect to matters concerning the Bonds (as defined herein). Potential investors are encouraged to read the entire Official Statement. Authority and Purpose This Official Statement, including the cover page, is provided to furnish information in connection with the sale by the Successor Agency to the Oroville Redevelopment Agency (the “Agency”) of its (i) $18,380,000 Successor Agency to the Oroville Redevelopment Agency, Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015A (the “2015A Bonds”) and (ii) $525,000 Successor Agency to the Oroville Redevelopment Agency, Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015B (Taxable) (the “2015B Bonds”; and together with the 2015A Bonds, the “Bonds”). The Bonds are being issued pursuant to the Constitution and laws of the State of California (the “State”), including Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Bond Law”) and the provisions of Health and Safety Code Section 34177.5, and an Indenture of Trust dated as of April 1, 2015 (the “Indenture”) by and between the Agency and MUFG Union Bank, N.A., as trustee (the “Trustee”) approved by Resolution No. 14-09 adopted by the Agency on December 16, 2014 (the “Successor Agency Resolution”), and by Resolution No. 07-14 adopted by the Oversight Board for the Agency on December 17, 2014 (the “Oversight Board Resolution”). Written notice of the Oversight Board Resolution was provided to the State Department of Finance pursuant to the Dissolution Act (as defined herein) and the State Department of Finance requested review within five business days of such written notice. On February 12, 2015, the State Department of Finance provided a letter to the Agency stating that based on such department’s review and application of the law, the Oversight Board Resolution approving the refinancing of the Refunded Obligations (as defined below) is approved by the State Department of Finance and that the letter constitutes the department’s determination with respect to the Oversight Board action taken pursuant to the Oversight Board Resolution (the “DOF Determination Letter”). A copy of the DOF Determination Letter is set forth as Appendix H hereto. The 2015A Bonds are being issued to refinance certain loan obligations previously incurred by the Oroville Redevelopment Agency (the “Prior Agency”) pursuant to (i) a Loan Agreement with the Oroville Public Financing Authority (the “Authority”) dated as of October 31, 2002 pursuant to which the Authority loaned the proceeds of its 2002 Tax Allocation Revenue Bonds (Oroville Redevelopment Project No. 1) to the Prior Agency (the “2002 Loan”) and the Prior Agency pledged its tax increment revenues as the security for the repayment of the 2002 Loan (the “2002 Loan Obligation”) currently outstanding in the principal amount of $12,555,000, and (ii) a Loan Agreement with the Authority dated as of August 5, 2004 pursuant to which the Authority loaned the proceeds of its 2004 Tax Allocation Revenue Bonds, Series A (Oroville Redevelopment Project No. 1) to the Prior Agency (the “2004A Loan”) and the Prior Agency pledged its tax increment revenues as the security for the repayment of the 2004A Loan (the “2004A Loan Obligation”) currently outstanding in the principal amount of $8,480,000. The 2015B Bonds are being issued to refund the Prior Agency’s previously issued Loan Agreement with the Authority dated as of August 5, 2004 pursuant to which 1 the Authority loaned the proceeds of its 2004 Taxable Tax Allocation Revenue Bonds, Series B (Oroville Redevelopment Project No. 1) to the Prior Agency (the “2004B Loan”) and the Prior Agency pledged its tax increment revenues as the security for the repayment of the 2004B Loan (the “2004B Loan Obligation”) currently outstanding in the principal amount of $555,000. The 2002 Loan Obligation, the 2004A Loan Obligation and the 2004B Loan Obligation are referred to collectively herein as the “Refunded Obligations.” Proceeds of the Bonds will also be applied to pay the premium for a municipal bond debt service reserve insurance policy, a policy of bond insurance and to pay costs of issuance of the Bonds. The Authority made the 2002 Loan, the 2004A Loan and the 2004B Loan to the Prior Agency using proceeds of the Authority’s previously issued (a) 2002 Tax Allocation Revenue Bonds (Oroville Redevelopment Project No. 1), (b) 2004 Tax Allocation Revenue Bonds, Series A (Oroville Redevelopment Project No. 1) (Bank Qualified) and (c) 2004 Taxable Tax Allocation Revenue Bonds, Series B (Oroville Redevelopment Project No. 1) (collectively, the “Refunded Authority Bonds”). The refunding of the Refunded Obligations will cause the refunding and defeasance of the Refunded Authority Bonds. The scheduled payment of principal of and interest on the Insured Bonds when due will be guaranteed under an insurance policy (the “Policy”) to be issued concurrently with the delivery of the Bonds by AGM. See “BOND INSURANCE” herein. The City and the Agency The City of Oroville (the “City”) is located on California Highway 70, in the foothills of the Sierra Nevada Mountains, 68 miles north of Sacramento and 155 miles northeast of San Francisco in Butte County (the “County”). The City was incorporated as a city in 1906. The City operates as a charter city with a council-administrator form of government. The City Council consists of six members elected at large for fouryear overlapping terms. The Mayor is elected at-large for a four-year term. The City Administrator is appointed by the City Council. For certain information regarding the City, see APPENDIX A—“CITY OF OROVILLE GENERAL INFORMATION.” The Prior Agency was established on October 6, 1980 by the City Council of the City, pursuant to the Community Redevelopment Law (Part 1, Division 25, commencing with Section 33000 of the Health and Safety Code of the State) (the “Redevelopment Law”). On June 29, 2011, Assembly Bill No. 26 (“AB X1 26”) was enacted as Chapter 5, Statutes of 2011, together with a companion bill, Assembly Bill No. 27 (“AB X1 27”). A lawsuit was brought in the California Supreme Court, California Redevelopment Association, et al., v. Matosantos, et al., 53 Cal. 4th 231 (Cal. 2011), challenging the constitutionality of AB X1 26 and AB X1 27. In its December 29, 2011 decision, the California Supreme Court largely upheld AB X1 26, invalidated AB X1 27, and held that AB X1 26 may be severed from AB X1 27 and enforced independently. As a result of AB X1 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Prior Agency, and successor agencies were designated as successor entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies. The primary provisions enacted by AB X1 26 relating to the dissolution and wind down of former redevelopment agency affairs are Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State, as amended on June 27, 2012 by Assembly Bill No. 1484 (“AB 1484”), enacted as Chapter 26, Statutes of 2012 (as amended from time to time, the “Dissolution Act”). On January 9, 2012, pursuant to Resolution No. 7847 and Section 34173 of the Dissolution Act, the City Council of the City elected to serve as successor agency to the Prior Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Prior Agency will not be transferred to the City nor will the assets of the Prior Agency become assets of the City. 2 The Redevelopment Plan The City Council of the City adopted the Redevelopment Plan for the Oroville Redevelopment Project No. 1 (the “Redevelopment Plan”) on July 6, 1981, pursuant to its Ordinance No. 1353. The Redevelopment Plan has been amended six times. On November 15, 1994, the City Council adopted ordinance No. 1580 to adjust the Plan’s duration and timeframe to collect tax increment revenue in conformance with the provisions of Assembly Bill 1290 (“AB 1290”). The second amendment was adopted on December 7, 1999 pursuant to Ordinance No. 1623, to extend the time limit to incur debt to the maximum permitted by AB 1290. The third amendment was adopted on November 6, 2001 pursuant to Ordinance No. 1650 in order to increase the bonded debt limit and the cumulative tax increment limit and to extend further the time limit by which to incur debt. The fourth amendment was adopted on July 6, 2004 pursuant to Ordinance No. 1702 to extend the time limit on the duration of the Redevelopment Plan by one year and to extend the time limit to receive property taxes and pay loans, advances and indebtedness by one year, as allowed under SB 1045. The fifth amendment was adopted on July 20, 2004 pursuant to Ordinance No. 1704 to eliminate the time limit on the incurrence of debt pursuant to SB 211. The sixth amendment was adopted on December 21, 2004 by Ordinance No. 1712 to extend the time limit on the duration of the Plan by two years pursuant to SB 1096. The Oroville Redevelopment Project No. 1 (the “Project Area”) accounts for approximately 6,080 acres, or 72 percent of the City’s total land area, and includes the City’s historic downtown area and a diverse mix of residential, commercial, industrial, and recreational uses, public/private rights-of-way, and public facilities, including the Oroville Municipal Airport. See “THE PROJECT AREA—The Oroville Redevelopment Project Plan.” The assessed value of the Project Area in 1980-81 (the “Base Year”) was $206,560,472 compared to its Fiscal Year 2014-15 assessed value of $939,195,607. The Project Area is the sole project area of the Agency. See “THE PROJECT AREA” for additional information on land use and property ownership within the Project Area. Tax Allocation Financing Prior to the enactment of AB X1 26, the Redevelopment Law authorized the financing of redevelopment projects through the use of tax increment revenues. This method provided that the taxable valuation of the property within a redevelopment project area on the property tax roll last equalized prior to the effective date of the ordinance which adopts the redevelopment plan becomes the base year valuation. Assuming the taxable valuation never drops below the base year level, the taxing agencies thereafter received that portion of the taxes produced by applying then current tax rates to the base year valuation, and the redevelopment agency was allocated the remaining portion produced by applying then current tax rates to the increase in valuation over the base year. Such incremental tax revenues allocated to a redevelopment agency were authorized to be pledged to the payment of agency obligations. The Dissolution Act authorizes refunding bonds, including the Bonds, to be secured by a pledge of monies deposited from time to time in a “Redevelopment Property Tax Trust Fund” (also referred to at times as the “RPTTF”) held by a county auditor-controller with respect to a successor agency, which are equivalent to the tax increment revenues that were formerly allocated under the Redevelopment Law to the redevelopment agency and formerly authorized under the Redevelopment Law to be used for the financing of redevelopment projects. Under the Indenture, Pledged Tax Revenues consist of the amounts deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to and as provided in the Dissolution Act. See “SECURITY FOR THE BONDS—Tax Increment Financing” herein for additional information. Successor agencies have no power to levy property taxes and must look specifically to the allocation of taxes as described above. See “RISK FACTORS.” 3 Security for the Bonds The Dissolution Act requires the County Auditor-Controller to determine the amount of property taxes that would have been allocated to the Prior Agency had the Prior Agency not been dissolved pursuant to the operation of AB X1 26, using current assessed values on the last equalized roll on August 20, and to deposit that amount in the Redevelopment Property Tax Trust Fund for the Agency established and held by the County Auditor-Controller pursuant to the Dissolution Act. The Dissolution Act provides that any bonds authorized thereunder to be issued by the Agency will be considered indebtedness incurred by the dissolved Prior Agency, with the same legal effect as if the bonds had been issued prior to the effective date of AB X1 26, in full conformity with the applicable provision of the Redevelopment Law that existed prior to that date, and will be included in the Agency’s Recognized Obligation Payment Schedule (see APPENDIX B—“DEFINITIONS” and “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedule”). The Dissolution Act further provides that bonds authorized thereunder to be issued by the Agency will be secured by a pledge of, and lien on, and will be repaid from moneys deposited from time to time in the Redevelopment Property Tax Trust Fund, and that property tax revenues pledged to any bonds authorized under the Dissolution Act, such as the Bonds, are taxes allocated to the Agency pursuant to the provisions of the Redevelopment Law and the State Constitution which provided for the allocation of tax increment revenues under the Redevelopment Law, as described in the foregoing paragraph. In accordance with the Dissolution Act, “Pledged Tax Revenues” are defined under the Indenture as the monies deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act, excluding amounts payable under Pass-Through Agreements and Statutory Pass-Through Amounts. If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 are invalidated by a final judicial decision, then the Indenture states that Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. The Bonds are payable from and equally and ratably secured, without preference or distinction as to Series, by the Pledged Tax Revenues to be derived from the Project Area, all of the monies in the Redevelopment Obligation Retirement Fund established and held by the Agency pursuant to the Dissolution Act, and all of the monies in the Debt Service Fund (including the Interest Account, the Principal Account, the Reserve Account, and the Redemption Account therein) established and held by the Trustee under the Indenture. Taxes levied on the property within the Project Area on that portion of the taxable valuation over and above the taxable valuation of the applicable base year property tax roll with respect to the various territories within the Project Area, to the extent they constitute Pledged Tax Revenues, as described herein, will be deposited in the Redevelopment Property Tax Trust Fund for transfer by the County Auditor-Controller to the Agency’s Redevelopment Obligation Retirement Fund on January 2 and June 1 of each year to the extent required for payments listed in the Agency’s Recognized Obligation Payment Schedule in accordance with the requirements of the Dissolution Act (see “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedule”). RPTTF monies disbursed to the Agency for payments shown on the Recognized Obligation Payment Schedule for the fiscal period from July 1 through December 31 represent tax revenues collected by the County during the prior Fiscal Year. Monies deposited by the County Auditor-Controller into the Agency’s Redevelopment Obligation Retirement Fund will be transferred by the Agency to the Trustee for deposit in the Debt Service Fund established under the Indenture and administered by the Trustee in accordance with the Indenture. Successor agencies have no power to levy property taxes and must look specifically to the allocation of taxes as described above. See “RISK FACTORS.” 4 No Outstanding Bonds Upon the refunding of the Refunded Obligations, no senior or parity debt will remain outstanding that has a senior or parity pledge on Pledged Tax Revenues. Reserve Account In order to further secure the payment of the principal of and interest on the Bonds, a Reserve Account within the Debt Service Fund is created pursuant to the Indenture in an amount equal to the Reserve Requirement. “Reserve Requirement” means, as of the date of computation, an amount equal to the combined lesser of (i) Maximum Annual Debt Service on the Bonds and any Parity Bonds, (ii) 10% of the net proceeds of the Bonds and any Parity Bonds, or (iii) 125% of the Annual Debt Service on all Bonds and Parity Bonds Outstanding. The Reserve Account will initially be funded with the Reserve Policy to be issued by the Insurer in the amount of the Reserve Requirement. Bond Insurance The scheduled payment of principal of and interest on certain of the Bonds when due will be guaranteed under an insurance policy to be delivered concurrently with the issuance of the Bonds. The Agency will decide which Bonds to insure at the time of pricing. Changes to the Official Statement On Tuesday, March 24, 2015, the City Council terminated the employment of Randy Murphy, the former City Administrator and Executive Director of the Agency. The City Council appointed Don Rust to serve as Acting City Administrator and Acting Executive Director. Further Information Brief descriptions of the Bonds, the Indenture, the Agency, the Prior Agency and the City are included in this Official Statement. Such descriptions and information do not purport to be comprehensive or definitive. All references herein to the Indenture, the Bond Law, the Redevelopment Law, the Dissolution Act, the Constitution and the laws of the State as well as the proceedings of the Prior Agency, the Agency and the City are qualified in their entirety by reference to such documents. References herein to the Bonds are qualified in their entirety by the form thereof included in the Indenture and the information with respect thereto included herein, copies of which are all available for inspection at the offices of the Agency. During the period of the offering of the Bonds, copies of the forms of all documents are available at the offices of Southwest Securities, Inc., 2533 South Coast Hwy 101, Suite 250, Cardiff by the Sea, California 92007, and thereafter from the City Clerk’s office, City of Oroville, 1735 Montgomery Street, Oroville, California 95965. PLAN OF REFUNDING A portion of the proceeds of the 2015A Bonds will be used to currently refund and defease all of the Prior Agency’s previously incurred (i) 2002 Loan Obligation, currently outstanding in the principal amount of $12,555,000; and (ii) 2004A Loan Obligation, currently outstanding in the principal amount of $8,480,000. See “SOURCES AND USES OF FUNDS.” A portion of the 2015B Bonds will be used to advance refund and defease all of the Prior Agency’s previously incurred 2004B Loan Obligation, currently outstanding in the principal amount of $555,000. Concurrently with the issuance of the Bonds, the Agency will enter into a 2002 Loan Escrow Agreement, a 2004A Loan Escrow Agreement and a 2004B Loan Escrow Agreement, each dated as of April 1, 2015 (collectively, the “Escrow Agreements”), and each with MUFG Union Bank, N.A., San Francisco, 5 California, as escrow bank (the “Escrow Bank”). Under each Escrow Agreement, the Escrow Bank will create and establish escrow funds, to be known as, respectively, the 2002 Loan Escrow Fund, the 2004A Loan Escrow Fund and the 2004B Loan Escrow Fund (collectively, the “Escrow Funds”). Amounts in the 2002 Loan Escrow Fund will be held uninvested or invested in Federal Securities (as defined in the Indenture of Trust related to the 2002 Loan) and will be used to pay the redemption price on the Refunded Obligations consisting of 2002 Loan Obligations, including any accrued and unpaid interest with respect thereto, on May 4, 2015. Amounts in the 2004A Loan Escrow Fund will be held uninvested or invested in Federal Securities (as defined in the Indenture of Trust related to the 2002 Loan) and will be used to pay the redemption price on the Refunded Obligations consisting of 2004A Loan Obligations, including any accrued and unpaid interest with respect thereto, on May 4, 2015. Amounts in the 2004B Loan Escrow Fund will be invested in certain Federal Securities (as defined in the Indenture of Trust related to the 2004B Loan) and will be used to pay the principal and interest on the Refunded Obligations consisting of 2004B Loan Obligations as it accrues, through September 15, 2016 (final maturity). The monies deposited in the Escrow Funds will be held solely for the benefit of the holders of the respective Refunded Obligations and will not serve as a security or be available for payment of principal of, or interest on, or premium, if any, on the Bonds. Sufficiency of the deposit in the 2004B Loan Escrow Fund for such purposes will be verified by Grant Thornton LLP (the “Verification Agent”). Assuming the accuracy of such computations, as a result of the deposit and application of funds pursuant to the Escrow Agreements, the lien upon the Pledged Tax Revenues of the Refunded Obligations will be discharged, and the Refunded Obligations will no longer have any claim against the Pledged Tax Revenues. Verification of Mathematical Computations Upon issuance of the Bonds, the Verification Agent will deliver a report on the mathematical accuracy of certain computations based upon certain information and assertions provided to it by Southwest Securities, Inc. (the “Underwriter”) relating to the adequacy of the cash to be deposited in the 2004B Loan Escrow Fund to pay principal and interest accruing on the 2004B Loan through September 15, 2016. 6 SOURCES AND USES OF FUNDS The estimated sources and uses of funds for the 2015A Bonds are summarized as follows: 2015A BONDS Sources Principal Amount of Bonds Original Issue Premium 2002 and 2004A Authority Bonds Funds and Accounts Total Sources Uses Underwriter’s Discount 2002 Loan Escrow Fund (1) 2004A Loan Escrow Fund(2) Costs of Issuance Fund(3) Total Uses (1) (2) (3) $ $ $ $ 18,380,000.00 1,430,854.60 1,864,963.12 21,675,817.72 170,015.00 12,614,163.73 8,520,133.82 371,505.17 21,675,817.72 An amount of moneys sufficient to provide for the payment of the principal and interest on the 2002 Loan Obligation through April 20, 2015. An amount of moneys sufficient to provide for the payment of the principal and interest on the 2004A Loan Obligation through April 20, 2015. Costs of Issuance include fees and expenses for Bond Counsel, Disclosure Counsel, Fiscal Consultant, Verification Agent, trustee, printing expenses, rating fee, bond insurance premium, Reserve Policy premium, and other costs. The estimated sources and uses of funds for the 2015B Bonds are summarized as follows: 2015B BONDS Sources Principal Amount of Bonds Original Issue Premium 2004B Authority Bonds Funds and Accounts Total Sources $ $ Uses Underwriter’s Discount 2004B Loan Escrow Fund(1) Costs of Issuance Fund(2) Total Uses (1) (2) $ $ 525,000.00 76,158.71 601,158.71 4,856.25 586,083.75 10,218.71 601,158.71 An amount of moneys sufficient to provide for the payment of the principal and interest, and redemption premium on the 2004B Bonds through September 15, 2016. Costs of Issuance include fees and expenses for Bond Counsel, Disclosure Counsel, Fiscal Consultant, Verification Agent, trustee, printing expenses, rating fee, bond insurance premium, Reserve Policy premium, and other costs. 7 THE BONDS Authority for Issuance The Bonds were authorized for issuance pursuant to the Indenture, the Bond Law, and the Dissolution Act. Description of the Bonds The Bonds will be executed and delivered as one fully-registered Bond in the denomination of $5,000 or any integral multiple thereof for each maturity, initially in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), as registered owner of all Bonds. See “BookEntry System” below. The initially executed and delivered Bonds will be dated the Delivery Date and mature on September 15 in the years and in the amounts shown on the inside cover page of this Official Statement. Interest on the Bonds will be calculated at the rates shown on the inside cover page of this Official Statement, payable semiannually on March 15 and September 15 in each year, commencing on September 15, 2015, by check mailed to the registered owners thereof or upon the request of the Owners of $1,000,000 or more in principal amount of Bonds, by wire transfer to an account in the United States which shall be designated in written instructions by such Owner to the Trustee at least fifteen (15) days prior to such Record Date preceding the Interest Payment Date. Book-Entry System DTC, New York, New York, 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 certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such maturity, and will be deposited with DTC. See APPENDIX D—“BOOK-ENTRY ONLY SYSTEM.” Redemption and Purchase of Bonds Optional Redemption of 2015A Bonds. The 2015A Bonds maturing on or before September 15, 2024 are not subject to redemption prior to maturity. The 2015A Bonds maturing on and after September 15, 2025 are subject to redemption prior to maturity in whole, or in part in the manner determined by the Agency, on any date on or after March 15, 2025, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest thereon to the redemption date, without premium. In the event the Agency elects to redeem 2015A Bonds, the Agency will give written notice to the Trustee of its election so to redeem, the redemption date and the principal amount of the 2015A Bonds to be redeemed. The notice to the Trustee will be given at least 45 but no more than 60 days prior to the redemption date or such shorter period as is acceptable to the Trustee in the sole determination of the Trustee, such notice for the convenience of the Trustee. Purchase in Lieu of Redemption. In lieu of optional redemption of Bonds, amounts on deposit in the Redevelopment Obligation Retirement Fund (to the extent not required to be transferred to the Trustee during the current Bond Year) may also be used and withdrawn by the Agency at any time for the purchase of the Bonds at public or private sale as and when and at such prices (including brokerage and other charges and including accrued interest) as the Agency may in its discretion determine. The par amount of any of the Bonds so purchased by the Agency and surrendered to the Trustee for cancellation in any twelve-month period ending on August 15 in any year will be credited towards and will reduce the principal amount of the Bonds otherwise required to be redeemed on the following September 15 pursuant to the Indenture. 8 No Optional Redemption of 2015B Bonds. The 2015B Bonds are not subject to redemption prior to maturity. SECURITY FOR THE BONDS The Dissolution Act requires the County Auditor-Controller to determine the amount of property taxes that would have been allocated to the Prior Agency (pursuant to subdivision (b) of Section 16 of Article XVI of the State Constitution) had the Prior Agency not been dissolved pursuant to the operation of AB X1 26, using current assessed values on the last equalized roll on August 20, and to deposit that amount in the Redevelopment Property Tax Trust Fund for the Agency established and held by the County AuditorController pursuant to the Dissolution Act. The Dissolution Act provides that any bonds authorized thereunder to be issued by the Agency will be considered indebtedness incurred by the dissolved Prior Agency, with the same legal effect as if the bonds had been issued prior to effective date of AB X1 26, in full conformity with the applicable provisions of the Redevelopment Law that existed prior to that date, and will be included in the Agency’s Recognized Obligation Payment Schedule (see APPENDIX B—“DEFINITIONS” and “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedule”). The Dissolution Act further provides that bonds authorized thereunder to be issued by the Agency will be secured by a pledge of, and lien on, and will be repaid from moneys deposited from time to time in the Redevelopment Property Tax Trust Fund, and that property tax revenues pledged to any bonds authorized to be issued by the Agency under the Dissolution Act, including the Bonds, are taxes allocated to the Agency pursuant to subdivision (b) of Section 33670 of the Redevelopment Law and Section 16 of Article XVI of the State Constitution. Pursuant to subdivision (b) of Section 33670 of the Redevelopment Law and Section 16 of Article XVI of the Constitution of the State and as provided in the Redevelopment Plan, taxes levied upon taxable property in the Project Area each year by or for the benefit of the State, any city, county, city and county, district, or other public corporation (herein sometimes collectively called “taxing agencies”) after the effective date of the ordinance approving the Redevelopment Plan, or the respective effective dates of ordinances approving amendments to the Redevelopment Plan that added territory to the Project Area, as applicable, are to be divided as follows: (a) To Taxing Agencies: That portion of the taxes which would be produced by the rate upon which the tax is levied each year by or for each of the taxing agencies upon the total sum of the assessed value of the taxable property in the Project Area as shown upon the assessment roll used in connection with the taxation of such property by such taxing agency last equalized prior to the effective date of the ordinance adopting the Redevelopment Plan, or the respective effective dates of ordinances approving amendments to the Redevelopment Plan that added territory to the Project Area, as applicable (each, a “base year valuation”), will be allocated to, and when collected will be paid into, the funds of the respective taxing agencies as taxes by or for the taxing agencies on all other property are paid; and (b) To the Prior Agency/Agency: Except for that portion of the taxes in excess of the amount identified in (a) above which are attributable to a tax rate levied by a taxing agency for the purpose of producing revenues in an amount sufficient to make annual repayments of the principal of, and the interest on, any bonded indebtedness approved by the voters of the taxing agency on or after January 1, 1989 for the acquisition or improvement of real property, which portion shall be allocated to, and when collected shall be paid into, the fund of that taxing agency, that portion of the levied taxes each year in excess of such amount, annually allocated within the Plan Limit following the Delivery Date, when collected will be paid into a special fund of the Prior Agency. Section 34172 of the Dissolution Act provides that, for purposes of Section 16 of Article XVI of the State Constitution, the Redevelopment Property Tax Trust Fund shall be deemed to be a special fund of the Agency to pay the debt service on indebtedness incurred by the Prior Agency or the Agency to finance or refinance the redevelopment projects of the Prior Agency. 9 That portion of the levied taxes described in paragraph (b) above, less amounts deducted pursuant to Section 34183(a) of the Dissolution Act for permitted administrative costs of the County Auditor-Controller, constitute the amounts required under the Dissolution Act to be deposited by the County Auditor-Controller into the Redevelopment Property Tax Trust Fund. In addition, Section 34183 of the Dissolution Act effectively eliminates the January 1, 1989 date from paragraph (b) above. “Pledged Tax Revenues” are defined under the Indenture as the monies deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act, excluding amounts payable under Pass-Through Agreements and Statutory Pass-Through Amounts; provided, if, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. The Bonds are payable from and secured by the Pledged Tax Revenues to be derived from the Project Area. The Bonds are payable from and secured by (i) an irrevocable pledge of the Pledged Tax Revenues to be derived from the Project Area, (ii) an irrevocable pledge of all of the monies in the Redevelopment Obligation Retirement Fund established and held by the Agency pursuant to the Dissolution Act, and (iii) an irrevocable first pledge and lien on all of the monies in the Debt Service Fund (including the Interest Account, the Principal Account, the Reserve Account, and the Redemption Account therein) established and held by the Trustee in trust for the Bondowners under the Indenture. Taxes levied on the property within the Project Area on that portion of the taxable valuation over and above the taxable valuation of the applicable base year property tax roll with respect to the various territories within the Project Area, to the extent they constitute Pledged Tax Revenues, as described herein, will be deposited in the Redevelopment Property Tax Trust Fund for transfer by the County Auditor-Controller to the Agency’s Redevelopment Obligation Retirement Fund on January 2 and June 1 of each year to the extent required for payments listed in the Agency’s Recognized Obligation Payment Schedule in accordance with the requirements of the Dissolution Act (see “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedule”). RPTTF monies disbursed to the Agency for payments shown on the Recognized Obligation Payment Schedule for the fiscal period from July 1 through December 31 represent tax revenues collected by the County during the prior Fiscal Year. Monies deposited by the County Auditor-Controller into the Agency’s Redevelopment Obligation Retirement Fund will be transferred by the Agency to the Trustee for deposit in the Debt Service Fund established under the Indenture and administered by the Trustee in accordance with the Indenture. The Agency has no power to levy and collect taxes, and various factors beyond its control could affect the amount of Pledged Tax Revenues available in any six-month period to pay the principal of and interest on the Bonds (see “SECURITY FOR THE BONDS—Tax Increment Financing” and “—Recognized Obligation Payment Schedule” and “RISK FACTORS”). The Bonds are not a debt of the City, the State or any of its political subdivisions (except the Agency), and none of the City, the State or any of its political subdivisions (except the Agency) is liable therefor. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Tax Increment Financing Prior to the enactment of AB X1 26, the Redevelopment Law authorized the financing of redevelopment projects through the use of tax increment revenues. This method provided that the taxable valuation of the property within a redevelopment project area on the property tax roll last equalized prior to the 10 effective date of the ordinance which adopts the redevelopment plan becomes the base year valuation. Assuming the taxable valuation never drops below the base year level, the taxing agencies thereafter received that portion of the taxes produced by applying then current tax rates to the base year valuation, and the redevelopment agency was allocated the remaining portion produced by applying then current tax rates to the increase in valuation over the base year. Such incremental tax revenues allocated to a redevelopment agency were authorized to be pledged to the payment of agency obligations. The Dissolution Act authorizes refunding bonds, including the Bonds, to be secured by a pledge of monies deposited from time to time in a Redevelopment Property Tax Trust Fund held by a county auditorcontroller with respect to a successor agency, which are equivalent to the tax increment revenues that were formerly allocated under the Redevelopment Law to the redevelopment agency and formerly authorized under the Redevelopment Law to be used for the financing of redevelopment projects, less amounts deducted pursuant to Section 34183(a) of the Dissolution Act for permitted administrative costs of the county auditorcontroller. Under the Indenture, Pledged Tax Revenues consist of the amounts deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to and as provided in the Dissolution Act, subject to the prior pledge and first lien of the Pass-Through Agreements and Statutory Pass-Through Amounts (see “THE PROJECT AREA—Pass-Through Agreements” and “—Statutory Pass-Through Amounts”). Successor agencies have no power to levy property taxes and must look specifically to the allocation of taxes as described above. See “RISK FACTORS.” Prior to the dissolution of redevelopment agencies, tax increment revenues from one project area could not be used to repay indebtedness incurred for another project area. However, the Dissolution Act has only required that county auditor-controllers establish a single Redevelopment Property Tax Trust Fund with respect to each former redevelopment agency within the respective county. Additionally, the Dissolution Act now requires that all revenues equivalent to the amount that would have been allocated as tax increment to the former redevelopment agency will be allocated to the Redevelopment Property Tax Trust Fund of the applicable successor agency, and this requirement does not require funds derived from separate project areas of a former redevelopment agency to be separated. In effect, in situations where a former redevelopment agency had established more than one redevelopment project area, the Dissolution Act combines the property tax revenues derived from all project areas into a single trust fund, the Redevelopment Property Tax Trust Fund, to repay indebtedness of the former redevelopment agency or the successor agency. To the extent the documents governing outstanding bonds of a redevelopment agency have pledged revenues derived from a specific project area, the Dissolution Act states, “It is the intent . . . that pledges of revenues associated with enforceable obligations of the former redevelopment agencies are to be honored. It is intended that the cessation of any redevelopment agency shall not affect either the pledge, the legal existence of that pledge, or the stream of revenues available to meet the requirements of the pledge.” The implications of these provisions of the Dissolution Act are not entirely clear when a former redevelopment agency has established more than one redevelopment project area. However, with respect to the Bonds, the Prior Agency established only one redevelopment project area, which is the Project Area. Therefore, all of the Pledged Tax Revenues will derive solely from the Project Area, and the Agency has no obligations deriving from any project area other than the Project Area. The Redevelopment Law authorized redevelopment agencies to make payments to school districts and other taxing agencies to alleviate any financial burden or detriments to such taxing agencies caused by a redevelopment project. The Prior Agency entered into several agreements for this purpose (the “Pass-Through Agreements”). Additionally, Sections 33607.5 and 33607.7 of the Redevelopment Law required mandatory tax sharing applicable to redevelopment projects adopted after January 1, 1994, or amended thereafter in certain manners specified in such statutes (the “Statutory Pass-Through Amounts”). The Dissolution Act requires the County Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund amounts required to be distributed under the Pass-Through Agreements and for Statutory Pass-Through Amounts to the taxing entities for each six-month period before amounts are distributed by the County Auditor-Controller from the Redevelopment Property Tax Trust Fund to the Agency’s Redevelopment Obligation Retirement Fund each January 2 and June 1, unless (i) pass-through payment obligations have 11 previously been made subordinate to debt service payments for the bonded indebtedness of the Prior Agency, as succeeded by the Agency, (ii) the Agency has reported, no later than the December 1 and May 1 preceding the January 2 or June 1 distribution date, that the total amount available to the Agency from the Redevelopment Property Tax Trust Fund allocation to the Agency’s Redevelopment Obligation Retirement Fund, from other funds transferred from the Prior Agency, and from funds that have or will become available through asset sales and all redevelopment operations is insufficient to fund the Agency’s enforceable obligations, pass-through payments, and the Agency’s administrative cost allowance for the applicable sixmonth period, and (iii) the State Controller has concurred with the Agency that there are insufficient funds for such purposes for the applicable six-month period. If the requirements stated in clauses (i) through (iii) of the foregoing paragraph have been met, the Dissolution Act provides for certain modifications in the distributions otherwise calculated to be distributed for such six-month period. To provide for calculated shortages to be paid to the Agency for enforceable obligations, the amount of the deficiency will first be deducted from the residual amount otherwise calculated to be distributed to the taxing entities under the Dissolution Act after payment of the Agency’s enforceable obligations, pass-through payments, and the Agency’s administrative cost allowance. If such residual amount is exhausted, the amount of the remaining deficiency will be deducted from amounts available for distribution to the Agency for administrative costs for the applicable six-month period in order to fund the enforceable obligations. Finally, funds required for servicing bond debt may be deducted from the amounts to be distributed under expressly-subordinated Pass-Through Agreements and for Statutory Pass-Through Amounts, in order to be paid to the Agency for enforceable obligations, but only after the amounts described in the previous two sentences have been exhausted. The Dissolution Act provides for a procedure by which the Agency may make Statutory Pass-Through Amounts subordinate to the Bonds; however, the Agency has determined not to undertake such procedure, and therefore, Statutory Pass-Through Amounts are not subordinate to the Bonds (see “THE PROJECT AREA—Statutory Pass-Through Amounts”). The Agency cannot guarantee that this process prescribed by the Dissolution Act of administering the Pledged Tax Revenues and the subordinations provided in the Pass-Through Agreements will effectively result in adequate Pledged Tax Revenues for the payment of principal and interest on the Bonds when due. See “RISK FACTORS—Recognized Obligation Payment Schedule.” See “THE PROJECT AREA—Pass-Through Agreements” and “—Statutory Pass-Through Amounts” for additional information regarding the Pass-Through Agreements and the Statutory Pass-Through Amounts applicable to the Agency and the revenues derived from the Project Area. See also “PLEDGED TAX REVENUES—Projected Taxable Valuation and Pledged Tax Revenues.” Recognized Obligation Payment Schedule ROPS Process Under the Dissolution Act. Before each six-month period, the Dissolution Act requires successor agencies to prepare and submit to the successor agency’s oversight board and the State Department of Finance for approval a Recognized Obligation Payment Schedule (the “Recognized Obligation Payment Schedule”) pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed, together with the source of funds to be used to pay for each enforceable obligation. As defined in the Dissolution Act, “enforceable obligation” includes bonds, including the required debt service, reserve set-asides, and any other payments required under the indenture or similar documents governing the issuance of the outstanding bonds of the former redevelopment agency, as well as other obligations such as loans, judgments or settlements against the former redevelopment agency, any legally binding and enforceable agreement that is not otherwise void as violating the debt limit or public policy, contracts necessary for the administration or operation of the successor agency, and amounts borrowed from the Low and Moderate Income Housing Fund. A reserve may be included on the Recognized Obligation Payment Schedule and held by the successor agency when required by the bond indenture or when the next property tax allocation will be insufficient to pay all obligations due under the provisions of the bond for the next payment due in the following six-month period (see “THE INDENTURE—Covenants of the Agency”). 12 Under the Dissolution Act, the categories of sources of payments for enforceable obligations listed on a Recognized Obligation Payment Schedule are the following: (i) the Low and Moderate Income Housing Fund, (ii) bond proceeds, (iii) reserve balances, (iv) administrative cost allowance, (v) the Redevelopment Property Tax Trust Fund (but only to the extent no other funding source is available or when payment from property tax revenues is required by an enforceable obligation or otherwise required under the Dissolution Act), or (vi) other revenue sources (including rents, concessions, asset sale proceeds, interest earnings, and any other revenues derived from the former redevelopment agency, as approved by the oversight board). The Dissolution Act provides that, commencing on the date the first Recognized Obligation Payment Schedule is valid thereunder, only those payments listed in the Recognized Obligation Payment Schedule may be made by the Agency from the funds specified in the Recognized Obligation Payment Schedule. The Recognized Obligation Payment Schedule must be submitted by the Agency, after approval by the Oversight Board, to the County Administrative Officer, the County Auditor-Controller, the State Department of Finance, and the State Controller by 90 days before the date of the next January 2 or June 1 property tax distribution. If the Agency does not submit a Recognized Obligation Payment Schedule by such deadlines, the City will be subject to a civil penalty equal to $10,000 per day for every day the schedule is not submitted to the State Department of Finance. Additionally, the Agency’s administrative cost allowance is reduced by 25% if the Agency does not submit a Recognized Obligation Payment Schedule by the 80th day before the date of the next January 2 or June 1 property tax distribution, as applicable. The Dissolution Act requires the State Department of Finance to make a determination of the enforceable obligations and the amounts and funding sources of the enforceable obligations no later than 45 days after the Recognized Obligation Payment Schedule is submitted. Within five business days of the determination by the State Department of Finance, the Agency may request additional review by the department and an opportunity to meet and confer on disputed items, if any. The State Department of Finance will notify the Agency and the County Auditor-Controller as to the outcome of its review at least 15 days before the January 2 or June 1 date of property tax distribution, as applicable. Additionally, the County Auditor-Controller may review a submitted Recognized Obligation Payment Schedule and object to the inclusion of any items that are not demonstrated to be enforceable obligations and may object to the funding source proposed for any items, provided that the County Auditor-Controller must provide notice of any such objections to the Agency, the Oversight Board, and the State Department of Finance at least 60 days prior to the January 2 or June 1 date of property tax distribution, as applicable. In connection with the allocation and distribution by the County Auditor-Controller of property tax revenues deposited in the Redevelopment Property Tax Trust Fund, under the Dissolution Act the County Auditor-Controller must prepare estimates of the amounts of (i) property tax to be allocated and distributed and (ii) the amounts of pass-through payments to be made in the upcoming six-month period, and provide those estimates to the entities receiving the distributions and the State Department of Finance no later than October 1 and April 1 of each year, as applicable. If, after receiving such estimate from the County Auditor-Controller, the Agency determines and reports, no later than December 1 or May 1, as applicable (i.e., by May 1, 2015 with respect to the Recognized Obligation Payment Schedule for July 1, 2015 through December 31, 2015), that the total amount available to the Agency from the Redevelopment Property Tax Trust Fund allocation to the Agency’s Redevelopment Obligation Retirement Fund, from other funds transferred from the Prior Agency, and from funds that have or will become available through asset sales and all redevelopment operations, is insufficient to fund the payment of pass-through obligations, for Agency enforceable obligations listed on the Recognized Obligation Payment Schedule, and for the Agency’s administrative cost allowance, the County Auditor-Controller must notify the State Controller and the State Department of Finance no later than 10 days from the date of the Agency’s notification. If the State Controller concurs that there are insufficient funds to pay required debt service, the Dissolution Act provides for certain adjustments to be made to the estimated distributions, as described in more detail under “SECURITY FOR THE BONDS—Tax Increment Financing” above. 13 The Agency has timely submitted to the County Administrative Officer, the County AuditorController, the State Department of Finance, and the State Controller its Oversight Board-approved Recognized Obligation Payment Schedules for each six-month period since the effective date of the Dissolution Act. The Agency’s historical practice has been to list debt service due on the Refunded Obligations on the Recognized Obligation Payment Schedules for the six-month fiscal period during which such debt service was due. The County Auditor-Controller accordingly distributed RPTTF monies to the Agency for debt service due in each six-month fiscal period. Going forward, consistent with the Indenture, the Agency will list the entire amount of debt service due in each Fiscal Year on the Recognized Obligation Payment Schedule for the period from July 1 through December 31 of such year. Statutory Limitations on Review of Bonds on ROPS by DOF. The Dissolution Act provides that any bonds authorized thereunder to be issued by the Agency will be considered indebtedness incurred by the dissolved Prior Agency, with the same legal effect as if the bonds had been issued prior to effective date of AB X1 26, in full conformity with the applicable provision of the Redevelopment Law that existed prior to that date, and will be included in the Agency’s Recognized Obligation Payment Schedule. Section 34177.5(f) of the Dissolution Act additionally provides that if the State Department of Finance has requested review of the Oversight Board Resolution and, after review, has approved the resolution, the scheduled payments on the Bonds shall be listed in the Recognized Obligation Payment Schedule and will not be subject to further review and approval by the State Department of Finance or the State Controller. The DOF Determination Letter includes the following statement: “This approval is based on the understanding that no refunding bonds will be issued unless such bonds meet the limitations in HSC Section 34177.5(a). Following the issuance, the payments for the refunding bonds should be placed on future Recognized Obligation Payment Schedule (ROPS) for [DOF’s] review.” The issuance of the Bonds will be accompanied by approving legal opinions regarding the due and valid authorization of the Bonds under the Bond Law, Health and Safety Code Section 34177.5, the Successor Agency Resolution, the Oversight Board Resolution, and the Indenture, all substantially in the forms attached hereto as Appendix C. See, however, “RISK FACTORS—No Validation Proceeding Undertaken.” Further, the Agency has covenanted in the Indenture to take all actions required under the Dissolution Act to include scheduled debt service on the Bonds, as well as any amount required under the Indenture to replenish the Reserve Account of the Debt Service Fund, in Recognized Obligation Payment Schedules for each six-month period so as to enable the County Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund to the Agency’s Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Agency to pay principal of, and interest on, the Bonds coming due in the respective six-month period, including listing a reserve on the Recognized Obligation Payment Schedule to the extent required by the Indenture or when the next property tax allocation is projected to be insufficient to pay all obligations due under the provisions of the Bonds for the next payment due in the following six-month period (see “THE INDENTURE—Covenants of the Agency”). No Outstanding Bonds Upon the refunding of the Refunded Obligations, no senior or parity debt will remain outstanding that has senior or parity pledge on Pledged Tax Revenues. Parity Bonds Under the Indenture, in addition to the Bonds and subject to the requirements of the Indenture, the Successor Agency may issue or incur Parity Bonds in such principal amount as is determined by the Successor Agency, pursuant to a separate or Supplemental Indenture adopted or entered into by the Successor Agency and Trustee for purposes of refunding existing obligations of the Successor Agency as permitted under the 14 Dissolution Act, including without limitation Section 34177.5 thereof. The Successor Agency may issue or incur such Parity Bonds subject to the following specific conditions precedent: Section 34177.5 of the Dissolution Act presently permits successor agencies to issue bonds or incur other indebtedness secured by property tax revenues comprised of former tax increment and required to be deposited into the respective Redevelopment Property Tax Trust Fund for the applicable successor agency under limited circumstances: (i) to provide savings to the successor agency; (ii) for the purpose of financing debt service spikes, including balloon maturities; provided, (A) the existing indebtedness is not accelerated, except to the extent necessary to achieve substantially level debt service, and (B) the principal amount of the refunding bonds or the indebtedness will not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance; (iii) for the purpose of amending an existing enforceable obligation under which the successor agency is obligated to reimburse a political subdivision of the state for the payment of debt service on a bond or other obligation of the political subdivision or to pay all or a portion of the debt service on the bond or other obligation of the political subdivision to provide savings to the successor agency, when such amendment is in connection with a refunding of the bonds or other obligations of the separate political subdivision so that the enforceable obligation will apply to the refunding obligations of the political subdivision; or (iv) for the purpose of making payments under an existing enforceable obligation when the enforceable obligation includes the irrevocable pledge of property tax increment (i.e., formerly tax increment revenues prior to the effective date of the Dissolution Act) or other funds and the obligation to issue bonds secured by that pledge. When bonds are issued pursuant to the situations contemplated in clauses (i) and (iii), the following two constraints apply to the size of the financing: (A) the total interest cost to maturity on the refunding bonds or indebtedness plus the principal amount of the refunding bonds or other indebtedness will not exceed the total remaining interest cost to maturity on the bonds or other indebtedness to be refunded plus the remaining principal of the bonds or other indebtedness to be refunded, and (B) the principal amount of the refunding bonds or the indebtedness will not exceed the amount required to defease the refunded bonds or other indebtedness, to establish customary debt service reserves, and to pay related costs of issuance. If the foregoing conditions are satisfied, the initial principal amount of the refunding bonds or indebtedness may be greater than the outstanding principal amount of the bonds or other indebtedness to be refunded. The successor agency may pledge to the refunding bonds or other indebtedness the revenues pledged to the bonds or other indebtedness being refunded, having the same lien priority as the pledge of the bonds or other obligations to be refunded. Subject to the foregoing, the Agency may issue or incur such Parity Bonds subject to the following additional specific conditions precedent: (a) The Agency will be in compliance with all covenants set forth in the Indenture; (b) The Oversight Board shall have approved the issuance of Parity Bonds; (c) The Parity Bonds will be on such terms and conditions as may be set forth in a separate or Supplemental Indenture, which will provide for (i) bonds substantially in accordance with the Indenture, and (ii) the deposit of moneys into the Reserve Account in an amount sufficient, together with the balance of the 15 Reserve Account, to equal the Reserve Requirement on all Bonds expected to be outstanding, including the Parity Bonds; (d) Receipt of a certificate or opinion of an Independent Financial Consultant stating: (i) For the current and each future Bond Year the debt service for each such Bond Year with respect to all Bonds and other Parity Bonds reasonably expected to be outstanding following the issuance of the Parity Bonds; (ii) For the then current Fiscal Year, the Pledged Tax Revenues to be received by the Agency based upon the most recently certified assessed valuation of taxable property in the Project Area provided by the appropriate officer of the County; (iii) For each future Fiscal Year, the Pledged Tax Revenues referred to in item (ii) together with (a) the amount determined in accordance with Section 51(a) of the California Revenue and Taxation Code and (b) the amount of Pledged Tax Revenues to be payable with respect to construction completed but not yet on the tax roll, and taking into account the expiration of the time to receive Pledged Tax Revenues with respect to any portion of the Project Area and any amounts to be paid pursuant to the Pass Through Agreements and the Statutory Pass-Through Amounts; and (iv) That for the then current Fiscal Year, the Pledged Tax Revenues referred to in item (ii) and for each future Fiscal Year the Pledged Tax Revenues referred to in item (iii) are at least equal to the sum of 125% of the Maximum Annual Debt Service with respect to the amounts referred to in item (i) above (excluding debt service with respect to any portion of the Parity Bonds deposited in an escrowed proceeds account to the extent such debt service is paid from earnings on the investment of such funds), and, for the then current Fiscal Year, 100% of Annual Debt Service with respect to any subordinate debt and that the Agency is entitled under the Dissolution Act, the Redevelopment Law and the Redevelopment Plan to receive taxes under Section 33670 of the Redevelopment Law in an amount sufficient to meet expected debt service with respect to all Bonds and other Parity Bonds. (e) The Parity Bonds will mature on and interest will be payable on the same dates as the Bonds (except the first interest payment may be from the date of the Parity Bonds until the next succeeding March 15 or September l5) provided, however, nothing in the Indenture precludes the Agency from issuing and selling Parity Bonds which do not pay current interest. Bonds Not a Debt of the City of Oroville or the State of California The Bonds are special obligations of the Agency and as such are not a debt of the City, the State or any of its political subdivisions other than the Agency. Neither the City, the State nor any of its political subdivisions other than the Agency is liable for the payment thereof. In no event will the Bonds be payable out of any funds or properties other than those of the Agency as set forth in the Indenture. The Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction. Neither the members of the Agency nor any persons executing the Bonds are liable personally on the Bonds. BOND INSURANCE The following information has been furnished by the Insurer for use in this Official Statement. No representation is made by the Agency or the Underwriter as to the accuracy or completeness of such information, or the absence of material adverse changes therein at any time subsequent to the date hereof. Reference is made to APPENDIX I—“SPECIMEN MUNICIPAL BOND INSURANCE POLICY” for a specimen of the Insurer’s policy. 16 Bond Insurance Policy Concurrently with the issuance of the Bonds, AGM will issue an insurance policy (the “Policy”) for the 2015A Bonds maturing on September 15 in the years 2018 through 2031, inclusive, and all of the 2015B Bonds (the “Insured Bonds”). The Policy guarantees the scheduled payment of principal of and interest on the Insured Bonds when due as set forth in the form of the Policy included as Appendix I to this Official Statement. The Policy is not covered by any insurance security or guaranty fund established under New York, California, Connecticut or Florida insurance law. Assured Guaranty Municipal Corp. AGM is a New York domiciled financial guaranty insurance company and an indirect subsidiary of Assured Guaranty Ltd. (“AGL”), a Bermuda-based holding company whose shares are publicly traded and are listed on the New York Stock Exchange under the symbol “AGO.” AGL, through its operating subsidiaries, provides credit enhancement products to the U.S. and global public finance, infrastructure and structured finance markets. Neither AGL nor any of its shareholders or affiliates, other than AGM, is obligated to pay any debts of AGM or any claims under any insurance policy issued by AGM. AGM’s financial strength is rated “AA” (stable outlook) by Standard and Poor’s Ratings Services, a Standard & Poor’s Financial Services LLC business (“S&P”), “AA+” (stable outlook) by Kroll Bond Rating Agency, Inc. (“KBRA”) and “A2” (stable outlook) by Moody’s Investors Service, Inc. (“Moody’s”). Each rating of AGM should be evaluated independently. An explanation of the significance of the above ratings may be obtained from the applicable rating agency. The above ratings are not recommendations to buy, sell or hold any security, and such ratings are subject to revision or withdrawal at any time by the rating agencies, including withdrawal initiated at the request of AGM in its sole discretion. In addition, the rating agencies may at any time change AGM’s long-term rating outlooks or place such ratings on a watch list for possible downgrade in the near term. Any downward revision or withdrawal of any of the above ratings, the assignment of a negative outlook to such ratings or the placement of such ratings on a negative watch list may have an adverse effect on the market price of any security guaranteed by AGM. AGM only guarantees scheduled principal and scheduled interest payments payable by the issuer of bonds insured by AGM on the date(s) when such amounts were initially scheduled to become due and payable (subject to and in accordance with the terms of the relevant insurance policy), and does not guarantee the market price or liquidity of the securities it insures, nor does it guarantee that the ratings on such securities will not be revised or withdrawn. Current Financial Strength Ratings On November 13, 2014, KBRA assigned an insurance financial strength rating of “AA+” (stable outlook) to AGM. AGM can give no assurance as to any further ratings action that KBRA may take. On July 2, 2014, S&P issued a credit rating report in which it affirmed AGM’s financial strength rating of “AA” (stable outlook). AGM can give no assurance as to any further ratings action that S&P may take. On July 2, 2014, Moody’s issued a rating action report stating that it had affirmed AGM’s insurance financial strength rating of “A2” (stable outlook). In February 2015, Moody’s published a credit opinion under its new financial guarantor ratings methodology maintaining its existing rating and outlook on AGM. AGM can give no assurance as to any further ratings action that Moody’s may take. For more information regarding AGM’s financial strength ratings and the risks relating thereto, see AGL’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014. 17 Capitalization of AGM At December 31, 2014, AGM’s policyholders’ surplus and contingency reserve were approximately $3,763 million and its net unearned premium reserve was approximately $1,769 million. Such amounts represent the combined surplus, contingency reserve and net unearned premium reserve of AGM, AGM’s wholly owned subsidiary Assured Guaranty (Europe) Ltd. and 60.7% of AGM’s indirect subsidiary Municipal Assurance Corp.; each amount of surplus, contingency reserve and net unearned premium reserve for each company was determined in accordance with statutory accounting principles. Incorporation of Certain Documents by Reference Portions of the following document filed by AGL with the Securities and Exchange Commission (the “SEC”) that relate to AGM are incorporated by reference into this Official Statement and shall be deemed to be a part hereof: the Annual Report on Form 10-K for the fiscal year ended December 31, 2014 (filed by AGL with the SEC on February 26, 2015). All consolidated financial statements of AGM and all other information relating to AGM included in, or as exhibits to, documents filed by AGL with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, excluding Current Reports or portions thereof “furnished” under Item 2.02 or Item 7.01 of Form 8-K, after the filing of the last document referred to above and before the termination of the offering of the Insured Bonds shall be deemed incorporated by reference into this Official Statement and to be a part hereof from the respective dates of filing such documents. Copies of materials incorporated by reference are available over the internet at the SEC’s website at http://www.sec.gov, at AGL’s website at http://www.assuredguaranty.com, or will be provided upon request to Assured Guaranty Municipal Corp.: 31 West 52nd Street, New York, New York 10019, Attention: Communications Department (telephone (212) 974-0100). Except for the information referred to above, no information available on or through AGL’s website shall be deemed to be part of or incorporated in this Official Statement. Any information regarding AGM included herein under the caption “BOND INSURANCE—Assured Guaranty Municipal Corp.” or included in a document incorporated by reference herein (collectively, the “AGM Information”) shall be modified or superseded to the extent that any subsequently included AGM Information (either directly or through incorporation by reference) modifies or supersedes such previously included AGM Information. Any AGM Information so modified or superseded shall not constitute a part of this Official Statement, except as so modified or superseded. Miscellaneous Matters AGM or one of its affiliates may purchase a portion of the Bonds or any uninsured bonds offered under this Official Statement and such purchases may constitute a significant proportion of the bonds offered. AGM or such affiliate may hold such Bonds or uninsured bonds for investment or may sell or otherwise dispose of such Bonds or uninsured bonds at any time or from time to time. AGM makes no representation regarding the Insured Bonds or the advisability of investing in the Insured Bonds. In addition, AGM has not independently verified, makes no representation regarding, and does not accept any responsibility for the accuracy or completeness of this Official Statement or any information or disclosure contained herein, or omitted herefrom, other than with respect to the accuracy of the information regarding AGM supplied by AGM and presented under the heading “BOND INSURANCE.” THE INDENTURE The following is a summary of certain provisions of the Indenture and does not purport to be complete. Reference is hereby made to the Indenture and to Appendix B for the definition of certain terms 18 used herein. Copies of the Indenture are available from the Agency upon request. All capitalized terms used herein and not otherwise defined will have the same meaning as used in the Indenture. Allocation of Bond Proceeds Under the Dissolution Act, the Agency has previously established a special trust fund called the Redevelopment Obligation Retirement Fund (the “Redevelopment Obligation Retirement Fund”), which is held by the Agency and into which the County Auditor-Controller distributes property tax revenues each January 2 and June 1 from the Redevelopment Property Tax Trust Fund for the payment by the Agency of enforceable obligations pursuant to the Recognized Obligation Payment Schedule. The Indenture establishes a special trust fund known as the “Debt Service Fund,” with accounts therein referred to below, which will be held by the Trustee. The Agency will deposit all of the Pledged Tax Revenues received in any Bond Year in the Redevelopment Obligation Retirement Fund promptly upon receipt thereof by the Agency, and promptly thereafter will transfer amounts therein to the Trustee for deposit in the Debt Service Fund established and held under the Indenture until such time as the aggregate amounts on deposit in such Debt Service Fund equal the aggregate amounts required to be deposited into the Interest Account, the Principal Account, the Reserve Account and the Redemption Account in such Bond Year pursuant to the Indenture and for deposit in such Bond Year in the funds and accounts established with respect to any Parity Bonds, as provided in any Supplemental Indenture. See “SOURCES AND USES OF FUNDS.” Pledged Tax Revenues – Application There are created under the Indenture accounts within the Debt Service Fund as set forth below, to be known respectively as the Interest Account with the 2015A Interest Sub-Account and the 2015B Interest SubAccount, the Principal Account with the 2015A Principal Sub-Account and the 2015B Principal Sub-Account, the Reserve Account with the 2015A Reserve Sub-Account and the 2015B Reserve Sub-Account and the Redemption Account with the 2015A Redemption Sub-Account and the 2015B Redemption Sub-Account. Moneys in the Redevelopment Obligation Retirement Fund will be transferred by the Trustee in the following amounts at the following times, for deposit in the following respective accounts within the Debt Service Fund, which are established with the Trustee, in the following order of priority: (a) Interest Account. On or before the 5th Business Day preceding each Interest Payment Date, the Trustee will transfer funds from the Debt Service Fund for deposit in the Interest Account (including the 2015A Interest Sub-Account and the 2015B Interest Sub-Account) an amount which, when added to the amount contained in the Interest Account on that date, will be equal to the aggregate amount of the interest becoming due and payable on the Outstanding Bonds on such Interest Payment Date. Amounts attributable to the 2015A Bonds will be immediately segregated and held in the 2015A Interest Sub-Account. Amounts attributable to the 2015B Bonds will be immediately segregated and held in the 2015B Interest Sub-Account. No such transfer and deposit need to be made to the Interest Account if the amount contained therein is at least equal to the interest to become due on the next succeeding Interest Payment Date upon all of the Outstanding Bonds and Parity Bonds. Subject to the Indenture, all moneys in the Interest Account will be used and withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it becomes due and payable (including accrued interest on any Bonds redeemed prior to maturity pursuant to the Indenture). (b) Principal Account. On or before the 5th Business Day preceding each Principal Payment Date in each calendar year beginning September 15, 2015, the Trustee will transfer funds from the Debt Service Fund for deposit in the Principal Account (including the 2015A Principal Sub-Account and the 2015B Principal Sub-Account) an amount equal to the principal payments becoming due and payable on the Outstanding Bonds on such September 15, to the extent monies on deposit in the Redevelopment Obligation Retirement Fund are available therefor. Amounts attributable to the 2015A Bonds will be immediately 19 segregated and held in the 2015A Principal Sub-Account. Amounts attributable to the 2015B Bonds will be immediately segregated and held in the 2015B Principal Sub-Account. No such transfer and deposit need be made to the Principal Account if the amount contained therein is at least equal to the principal payments to become due on such September 15 on all Outstanding Bonds. Subject to the Indenture, all moneys in the Principal Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal payments of the Bonds as it becomes due and payable. (c) Reserve Account. In the event that moneys on deposit in the Debt Service Fund five (5) Business Days before any Interest Payment Date are less than the full amount of the interest, principal payments required to be deposited by the Trustee pursuant to the Indenture, the Trustee will, five (5) Business Days before such Interest Payment Date, withdraw from the Reserve Account pro-rata between the Reserve Account sub-accounts an amount equal to any such deficiency and will notify the Agency of any such withdrawal. Promptly upon receipt of any such notice, the Agency will withdraw from the Redevelopment Obligation Retirement Fund and transfer to the Trustee for deposit in the Reserve Account an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, the sub-accounts therein, and the reserve account of any Parity Bonds. If there is not sufficient moneys in the Redevelopment Obligation Retirement Fund to transfer an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, the sub-accounts therein, and the reserve account of any Parity Bonds, the Agency will have an obligation to continue making transfers of Pledged Tax Revenues into the Debt Service Fund, as such revenues become available, and thereafter, as moneys become available in the Debt Service Fund, the Trustee will make transfers to the Reserve Account , the sub-accounts therein, and the reserve account of any Parity Bonds until there is an amount sufficient to maintain the Reserve Requirement on deposit in the Reserve Account, the sub-accounts therein, and the reserve account of any Parity Bonds. No such transfer and deposit need be made to the Reserve Account (or any sub-account therein) so long as there is on deposit therein a sum at least equal to the Reserve Requirement. Subject to the Indenture, all money in the Reserve Account will be used and withdrawn by the Trustee solely for the purpose of making transfers to the Interest Account and the Principal Account (and sub-accounts therein, as the case may be), in such order of priority, in the event of any deficiency at any time in any of such accounts or for the retirement of all the Bonds then Outstanding, except that so long as the Agency is not in default, any amount in the Reserve Account in excess of the Reserve Requirement will be withdrawn from the Reserve Account semiannually on or before the 5th Business Day preceding March 15 and September 15 by the Trustee and deposited in the Interest Account. All amounts in the Reserve Account on the 5th Business Day preceding the final Interest Payment Date will be withdrawn from the Reserve Account and will be transferred either (i) to the Interest Account and the Principal Account, in such order, to the extent required to make the deposits then required to be made or, (ii) if the Agency has caused to be deposited with the Trustee an amount sufficient to make the deposits required by the Indenture, then at the Written Request of the Agency transferred as directed by the Agency. When no Bonds remain Outstanding, amounts on deposit in the Bonds Reserve Account will be transferred to the reserve account for any Parity Bonds to the extent necessary to maintain the Reserve Requirement on any Parity Bonds then outstanding. Provisions relating to Reserve Policy. The Agency shall repay any draws under the Reserve Policy and pay all related reasonable expenses incurred by AGM and shall pay interest thereon from the date of payment by the Insurer at the Late Payment Rate (defined in the Indenture). The Successor Agency shall diligently make repayments for draws and payment of expenses and the interest accrued thereon at the Late Payment Rate (collectively, "Policy Costs") from funds available to the Successor Agency to the extent permitted by law. To the extent that such repayment and payment cannot be made in full within the current Recognized Obligation Payment Schedule Period, the Successor Agency shall include the payment and repayment on the next available Recognized Obligation Payment Schedule and on successive Recognized Obligation Payment Schedules until such payment and repayment have been made in full. Amounts in respect of Policy Costs paid to the Insurer shall be credited first to interest due, then to the expenses due and then to principal due. As and to the extent that payments are made to the Insurer on account 20 of principal due, the coverage under the Reserve Policy will be increased by a like amount, subject to the terms of the Reserve Policy. The obligation to pay Policy Costs shall be secured by a valid lien on all Pledged Tax Revenues (subject only to the priority of payment provisions set forth hereunder). All cash and investments in the Reserve Account, if any, shall be transferred to the Debt Service Fund for payment of principal of and interest on the Bonds before any drawing may be made on the Reserve Policy or any other credit facility credited to the Reserve Account in lieu of cash ("Credit Facility"). Payment of any Policy Costs shall be made prior to replenishment of any such cash amounts. Draws on all Credit Facilities (including the Reserve Policy) on which there is available coverage shall be made on a pro-rata basis (calculated by reference to the coverage then available thereunder) after applying all available cash and investments in the Reserve Account. Payment of Policy Costs and reimbursement of amounts with respect to other Credit Facilities shall be made on a pro-rata basis prior to replenishment of any cash drawn from the Reserve Account. For the avoidance of doubt, "available coverage" means the coverage then available for disbursement pursuant to the terms of the applicable alternative credit instrument without regard to the legal or financial ability or willingness of the provider of such instrument to honor a claim or draw thereon or the failure of such provider to honor any such claim or draw. If the Successor Agency shall fail to pay any Policy Costs in accordance with the requirements of this Section, the Insurer shall be entitled to exercise any and all legal and equitable remedies available to it, including those provided hereunder other than (i) acceleration of the maturity of the Bonds or (ii) remedies which would adversely affect Owners of the Bonds. The Indenture shall not be discharged until all Policy Costs owing to the Insurer shall have been paid in full. The Successor Agency’s obligation to pay such amounts shall expressly survive payment in full of the Bonds. See “BOND INURANCE” and “RISK FACTORS—Bond Insurance.” (d) Redemption Account. On or before the 5th Business Day preceding any date on which Bonds are to be redeemed, the Trustee will transfer from the Debt Service Fund for deposit in the Redemption Account an amount required to pay the principal of, interest and premium, if any, on the Bonds to be redeemed on such date. Subject to the Indenture, all moneys in the Redemption Account will be used and withdrawn by the Trustee solely for the purpose of paying the principal of, interest and premium, if any, on the Bonds to be redeemed on the date set for such redemption. The Indenture also creates a Rebate Fund for the purpose of collecting the amounts required, if any, to be rebated to the United States with respect to the 2015A Bonds in accordance with the requirements of Section 148(f) of the Code. Section 148 of the Code requires, among other things and with certain exceptions, that any amounts earned on nonpurpose investments in excess of the amount which would have been earned if such investments were made at a rate equal to the yield on the Bonds be rebated to the United States. The Indenture requires the Agency to calculate such amount and deposit it into the Rebate Fund for eventual rebate to the United States Treasury. Investment of Moneys in Funds and Accounts Subject to the provisions of the Indenture, all moneys held by the Trustee in the Debt Service Fund, the Costs of Issuance Fund, or the Rebate Fund will be invested at the written direction of the Agency only in Permitted Investments. If the Trustee receives no written directions from the Agency as to the investment of moneys held in any Fund or Account, the Trustee will request such written direction from the Agency and, pending receipt of instructions, will invest such moneys only in Permitted Investments described in subsection (b)(5) of the definition thereof. (a) Moneys in the Redevelopment Obligation Retirement Fund will be invested by the Agency only in obligations permitted by the Redevelopment Law which will by their terms mature not later than the 21 date the Agency estimates the moneys represented by the particular investment will be needed for withdrawal from the Redevelopment Obligation Retirement Fund. (b) Moneys in the Interest Account, the Principal Account and the Redemption Account of the Debt Service Fund will be invested only in obligations which will by their terms mature on such dates as to ensure that before each interest and principal payment date there will be in such Account, from matured obligations and other moneys already in such Account, cash equal to the principal and interest payable on such payment date. (c) Moneys in the Reserve Account will be invested in (i) obligations which will by their terms mature on or before the date of the final maturity of the Bonds or five (5) years from the date of investment, whichever is earlier or (ii) an investment agreement which permits withdrawals or deposits without penalty at such time as such moneys will be needed or in order to replenish the Reserve Account. (d) Moneys in the Rebate Fund will be invested in Defeasance Securities which mature on or before the date such amounts are required to be paid to the United States. Except as otherwise provided in the Indenture, obligations purchased as an investment of moneys in any of the Funds or Accounts will be deemed at all times to be a part of such respective Fund or Account, and the interest accruing thereon and any gain realized from an investment will be credited to such Fund or Account and any loss resulting from any authorized investment will be charged to such Fund or Account without liability to the Trustee. The Agency or the Trustee, as the case may be, will sell or present for redemption any obligation purchased whenever it will be necessary to do so in order to provide moneys to meet any payment or transfer from such Fund or Account as required by the Indenture and will incur no liability for any loss realized upon such a sale. All interest earnings received on any moneys invested in the Interest Account, Principal Account, Redemption Account or Reserve Account, to the extent they exceed the amount required to be in such Account, will be transferred on each Interest Payment Date to the Debt Service Fund. All interest earnings on moneys invested in the Rebate Fund will be retained in such Fund and applied as set forth in the Indenture. Covenants of the Agency As long as the Bonds are outstanding and unpaid, the Agency will (through its proper members, officers, agents or employees) faithfully perform and abide by all of the covenants, undertakings and provisions contained in the Indenture or in any Bond issued under the Indenture, including the following covenants and agreements for the benefit of the Bondowners which are necessary, convenient and desirable to secure the Bonds and will tend to make them more marketable; provided, however, that the covenants do not require the Agency to expend any funds other than the Pledged Tax Revenues. Covenant 1. Use of Proceeds; Management and Operation of Properties. The Agency covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in the Indenture and that it will manage and operate all properties owned by it comprising any part of the Project Area in a sound and businesslike manner. Covenant 2. No Priority. The Agency covenants and agrees that it will not issue any obligations payable, either as to principal or interest, from the Pledged Tax Revenues which have any lien upon the Pledged Tax Revenues prior or superior to the lien of the Bonds. Except as permitted by the Indenture, it will not issue any obligations, payable as to principal or interest, from the Pledged Tax Revenues, which have any lien upon the Pledged Tax Revenues on a parity with the Bonds authorized in the Indenture. Notwithstanding the foregoing, nothing in the Indenture prevents the Agency (i) from issuing and selling pursuant to law, refunding obligations payable from and having any lawful lien upon the Pledged Tax Revenues, if such refunding obligations are issued for the purpose of, and are sufficient for the purpose of, refunding all of the Outstanding Bonds and Parity Bonds, (ii) from issuing and selling obligations which have, or purport to have, 22 any lien upon the Pledged Tax Revenues which is junior to the Bonds, or (iii) from issuing and selling bonds or other obligations which are payable in whole or in part from sources other than the Pledged Tax Revenues. As used in the Indenture “obligations” includes, without limitation, bonds, notes, interim certificates, debentures or other obligations. Covenant 3. Punctual Payment. The Agency covenants and agrees that it will duly and punctually pay, or cause to be paid, the principal of and interest on each of the Bonds on the date, at the place and in the manner provided in the Bonds. Further, the Agency will take all actions required under the Dissolution Act to include on the Recognized Obligation Payment Schedules for each six-month period (or annual period if authorized by the Dissolution Act) all payments to the Trustee to satisfy the requirements of the Indenture, including any amounts required under the Indenture to replenish the Reserve Account of the Debt Service Fund to full amount of the Reserve Requirement. Without limiting the generality of the foregoing, as long as the Dissolution Act provides for a six-month Recognized Obligation Payment Schedule process (as opposed to an annual Recognized Obligation Payment Schedule process), the Successor Agency will include the entire amount of Annual Debt Service for each applicable Bond Year on the Recognized Obligation Payment Schedule for the six-month period from January 1 to June 30 of such Bond Year and will include any remaining Annual Debt Service amounts for such Bond Year not deposited with the Trustee during such period on the Recognized Obligation Payment Schedule for the six-month period from July 1 to December 31 commencing during such Bond Year. Covenant 4. Payment of Taxes and Other Charges. The Agency covenants and agrees that it will from time to time pay and discharge, or cause to be paid and discharged, all payments in lieu of taxes, service charges, assessments or other governmental charges which may lawfully be imposed upon the Agency or any of the properties then owned by it in the Project Area, or upon the revenues and income therefrom, and will pay all lawful claims for labor, materials and supplies which if unpaid might become a lien or charge upon any of the properties, revenues or income or which might impair the security of the Bonds or the use of Pledged Tax Revenues or other legally available funds to pay the principal of and interest on the Bonds, all to the end that the priority and security of the Bonds will be preserved; provided, however, that nothing in this covenant will require the Agency to make any such payment so long as the Agency in good faith contests the validity of the payment. Covenant 5. Books and Accounts; Financial Statements. The Agency covenants and agrees that it will at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries will be made of all transactions relating to the Redevelopment Project and the Pledged Tax Revenues and other funds relating to the Project Area. The Agency will prepare within one hundred eighty (180) days after the close of each of its Fiscal Years a postaudit of the financial transactions and records of the Agency for the Fiscal Year to be made by an Independent Certified Public Accountant appointed by the Agency, and will furnish a copy of the postaudit to the Trustee and any rating agency which maintains a rating on the Bonds, and, upon written request, to any Bondowner. The Trustee will have no duty to review such postaudits. Covenant 6. Eminent Domain Proceeds. The Agency covenants and agrees that if all or any part of the Project Area should be taken from it without its consent, by eminent domain proceedings or other proceedings authorized by law, for any public or other use under which the property will be tax exempt, it will take all steps necessary to adjust accordingly the base year property tax roll of the Project Area. Covenant 7. Disposition of Property. The Agency covenants and agrees that it will not dispose of more than ten percent (10%) of the land area in the Project Area (except property shown in the Redevelopment Plan in effect on the date the Indenture is adopted as planned for public use, or property to be used for public streets, public offstreet parking, sewage facilities, parks, easements or right-of-way for public utilities, or other similar uses) to public bodies or other persons or entities whose property is tax exempt, unless such disposition will not result in Pledged Tax Revenues to be less than the amount required for the issuance of Parity Bonds as 23 provided in the Indenture, based upon the certificate or opinion of an Independent Financial Consultant appointed by the Agency. See “SECURITY FOR THE BONDS—Parity Bonds.” Covenant 8. Protection of Security and Rights of Bondowners. The Agency covenants and agrees to preserve and protect the security of the Bonds and the rights of the Bondowners and to contest by court action or otherwise (a) the assertion by any officer of any government unit or any other person whatsoever against the Agency that (i) the Redevelopment Law (except as modified by the Dissolution Act) is unconstitutional or (ii) that the Pledged Tax Revenues pledged under the Indenture cannot be paid to the Agency for the debt service on the Bonds or (b) any other action affecting the validity of the Bonds or diluting the security therefor. Covenant 9. Tax Covenants. The Agency covenants and agrees to contest by court action or otherwise any assertion by the United States of America or any department or agency thereof that the interest received by the Bondowners is includable in gross income of the recipient under federal income tax laws on the date of issuance of the Bonds. In order to preserve the exclusion from gross income of interest on the Bonds, and for no other reason, the Agency covenants to comply with all applicable requirements of the Internal Revenue Code of 1986, as amended (the “Code”), together with any amendments thereto or regulations promulgated thereunder necessary to preserve such tax exemption as more specifically provided in the Indenture. Covenant 10. Compliance with Dissolution Act. The Agency covenants that it will comply with the requirements of the Dissolution Act. Without limiting the generality of the foregoing, the Agency covenants and agrees to file all required statements and hold all public hearings required under the Dissolution Act to assure compliance by the Agency with its covenants hereunder. The Successor Agency covenants that in accordance with the Dissolution Act it will petition the DOF for a written confirmation that its determinations with respect to the Bonds are final and conclusive. Covenant 11. Limitation on Indebtedness. The Agency covenants and agrees that it has not and will not incur any loans, obligations or indebtedness repayable from Pledged Tax Revenues such that the total aggregate debt service on said loans, obligations or indebtedness incurred from and after the date of adoption of the Redevelopment Plan, when added to the total aggregate debt service on the Bonds, will exceed the maximum amount of Pledged Tax Revenues to be divided and allocated to the Successor Agency pursuant to the Redevelopment Plan. The Successor Agency covenants that, as long as the receipt of Pledged Tax Revenues attributable to the Redevelopment Project is subject to a tax increment limit under the Law, the Successor Agency will annually review (or cause to be reviewed) the total amount of Pledged Tax Revenues attributable to the Redevelopment Project remaining available to be received by the Successor Agency under the Redevelopment Plan. In the event that the Pledged Tax Revenues attributable to the Redevelopment Project previously received by the Prior Agency or the Successor Agency plus the aggregate debt service remaining to be paid on the Bonds and any Parity Debt then outstanding, at any time equals or exceeds ninety percent (90%) of the aggregate amount of Pledged Tax Revenues attributable to the Redevelopment Project which the Successor Agency is permitted to receive under the Redevelopment Plan, the Successor Agency will either: (i) deposit all future Pledged Tax Revenues attributable to the Redevelopment Project not used to pay current debt service with the Trustee in a special account to be applied for the sole purpose of paying the principal of and interest on, or the redemption of, the Bonds and any Parity Debt as they become due and payable plus amounts required to be deposited into the Reserve Account or any reserve account for Parity Debt, notwithstanding anything herein to the contrary, which account shall be invested in non-callable Defeasance Obligations and used for the payment of interest on and principal of and redemption premiums, if any, on the Bonds and any Parity Debt and amounts required to be deposited into the Reserve Account or any reserve account for Parity Debt; or 24 (ii) adopt a plan approved by an Independent Redevelopment Consultant which demonstrates the Successor Agency’s continuing ability to pay debt service on the Bonds and any Parity Debt. In determining the amount to be deposited in escrow with the Trustee, the Successor Agency shall not take into account any actual or projected interest earnings on the amounts so deposited. The Successor Agency agrees that the financial information provided to the Trustee in any such adopted plan will be included in each annual report provided pursuant to the Continuing Disclosure Certificate. Notwithstanding the foregoing, if the limitation on the amount of taxes which can be allocated to the Successor Agency pursuant to the Redevelopment Law and the Redevelopment Plan is invalidated (either by action of the legislature of the State of California or pursuant to a court finding or determination), neither the deposit of Pledged Tax Revenues attributable to the Redevelopment Project required by paragraph (i) nor the adoption of a plan as contemplated by paragraph (ii) of this Section 5.1 for the purpose of paying debt service and deposits into the Reserve Account for the Bonds and any Parity Debt, shall be required. Covenant 12. Further Assurances. The Agency covenants and agrees to adopt, make, execute and deliver any and all such further resolutions, 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 rights and benefits provided in the Indenture. Covenant 13. Continuing Disclosure. The Agency covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate dated the Closing Date. Notwithstanding any other provision of the Indenture, failure of the Agency to comply with the Continuing Disclosure Certificate will not be considered an Event of Default; however, any participating underwriter, owner or beneficial owner of the Bonds may take such actions as may be necessary and appropriate to compel performance, including seeking mandate or specific performance by court order. Events of Default and Remedies The following events will constitute Events of Default under the Indenture: (a) if default is made in the due and punctual payment of the principal of or interest or redemption premium (if any) on any Bond when and as the same becomes due and payable, whether at maturity as therein expressed, by declaration or otherwise; (b) if default is made by the Agency in the observance of any of the covenants, agreements or conditions on its part in the Indenture or in the Bonds contained, other than a default described in the preceding clause (a), and such default is continued for a period of thirty (30) days following receipt by the Agency of written notice from the Trustee or any Owner of the occurrence of such default; or (c) if the Agency commences a voluntary action under Title 11 of the United States Code or any substitute or successor statute. If an Event of Default has occurred and is continuing, the Trustee may, or if requested in writing by the Owners of the majority in aggregate principal amount of the Bonds then Outstanding, the Trustee will by written notice to the Agency, (a) declare the principal of the Bonds, together with the accrued interest thereon, to be due and payable immediately, and upon any such declaration the same will become immediately due and payable, and (b) upon receipt of indemnity to its satisfaction exercise any other remedies available to the Trustee and the Owners in law or at equity. Immediately upon becoming aware of the occurrence of an Event of Default, the Trustee will give notice of such Event of Default to the Agency by telephone confirmed in writing. Such notice will also state whether the principal of the Bonds will have been declared to be or have immediately become due and payable. With respect to any Event of Default described in clauses (a) or (c) above the Trustee will, and with 25 respect to any Event of Default described in clause (b) above the Trustee in its sole discretion may, also give such notice to the Agency and the Owners in the same manner as provided herein for notices of redemption of the Bonds, which will include the statement that interest on the Bonds will cease to accrue from and after the date, if any, on which the Trustee has declared the Bonds to become due and payable pursuant to the preceding paragraph (but only to the extent that principal and any accrued, but unpaid interest on the Bonds is actually paid on such date). This provision, however, is subject to the condition that if, at any time after the principal of the bonds has been so declared due and payable, and before any judgment or decree for the payment of the moneys due has been obtained or entered, the Agency deposits with the Trustee a sum sufficient to pay all principal on the Bonds matured prior to such declaration and all matured installments of interest (if any) upon all the Bonds, with interest on such overdue installments of principal and interest (to the extent permitted by law) at the net effective rate then borne by the Outstanding Bonds, and the reasonable fees and expenses of the Trustee, including but not limited to attorneys’ fees, and any and all other defaults 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) has been made good or cured to the satisfaction of the Trustee or provisions deemed by the Trustee to be adequate has been made therefor, then, and in every such case, the Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by written notice to the Agency and to the Trustee, may, on behalf of the Owners of all the Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment will extend to or will affect any subsequent default, or will impair or exhaust any right or power consequent thereon. Upon the occurrence of an event of default, the Trustee may, upon the prior written consent of the Insurer, with the consent of a majority of the Holders, by written notice to the Successor Agency, declare the principal of the Insured Bonds to be immediately due and payable, whereupon that portion of the principal of the Insured Bonds thereby coming due and the interest thereon accrued to the date of payment will, without further action, become and be immediately due and payable, anything in this Indenture in the Insured Bonds to the contrary notwithstanding. Notwithstanding the foregoing, the maturity of Insured Bonds will not be accelerated without the consent of the Insurer and in the event the maturity of the Insured Bonds is accelerated, the Insurer may elect, in its sole discretion, to pay accelerated principal and interest accrued, on such principal to the date of acceleration (to the extent unpaid by the Agency) and the Trustee will be required to accept such amounts. Upon payment of such accelerated principal and interest accrued to the acceleration date as provided above, the Insurer’s obligations under the Policy with respect to such Insured Bonds will be fully discharged. Application of Funds Upon Acceleration All of the Pledged Tax Revenues and all sums in the funds and accounts established and held by the Trustee upon the date of the declaration of acceleration as provided in the Indenture, and all sums thereafter received by the Trustee thereunder, will be applied by the Trustee in the order following, upon presentation of the Bonds, and the stamping thereon of the payment if only partially paid, or upon the surrender thereof if fully paid: First, to the payment of the fees, costs and expenses of the Trustee in declaring such Event of Default and in exercising the rights and remedies set forth in the Indenture, including reasonable compensation to its agents, attorneys and counsel; and Second, to the payment of the whole amount then owing and unpaid upon the Bonds for principal and interest, with interest on the overdue principal and installments of interest at the net effective rate then borne by the Outstanding Bonds (to the extent that such interest on overdue installments of principal and interest has been collected), and in case such moneys will be insufficient to pay in full the whole amount so owing and unpaid upon the Bonds, then to the payment of such principal and interest without preference or priority of principal over interest, or interest over principal, or of any installment of interest over any other installment of interest, ratably to the aggregate of such principal and interest or any Bond over any other Bond. 26 Amendments Subject to the terms of the Indenture, the Indenture and the rights and obligations of the Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which will become binding upon adoption, with the prior written consent of the Insurer but without consent of any Owners, to the extent permitted by law and any for any one or more of the following purposes: (a) to add to the covenants and agreements of the Agency in the Indenture contained, other covenants and agreements thereafter to be observed or to limit or surrender any rights or powers therein reserved to or conferred upon the Agency; or (b) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision contained in the Indenture, or in any other respect whatsoever as the Agency may deem necessary or desirable, provided under any circumstances that such modifications or amendments will not materially adversely affect the interests of the Owners; or (c) to provide the issuance of Parity Bonds pursuant to the Indenture, and to provide the terms and conditions under which such Parity Bonds may be issued, including but not limited to the establishment of special funds and accounts relating thereto and any other provisions relating solely thereto, subject to and in accordance with the provisions of the Indenture; or (d) to amend any provision thereof relating to the requirements of or compliance with the Code to any extent whatsoever but only if and to the extent such amendment will not adversely affect the exclusion from gross income for purposes of federal income taxation of interest on any of the Bonds, in the opinion of a nationally recognized bond counsel. Except as set forth in the preceding paragraph and subject to the terms of the Indenture, the rights and obligations of the Agency and of the Owners may be modified or amended at any time by a Supplemental Indenture which will become binding upon the prior written consent of the Insurer, when the written consent of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding are filed with the Trustee. No such modification or amendment will (a) extend the maturity of or reduce the interest rate on any Bond or otherwise alter or impair the obligation of the Agency to pay the principal, interest or redemption premiums (if any) at the time and place and at the rate and in the currency provided therein of any Bond without the express written consent of the Owner of such Bond, (b) reduce the percentage of Bonds required for the written consent to any such amendment or modification, or (c) without its written consent thereto, modify any of the rights or obligations of the Trustee. Any amendment, supplement, modification to, or waiver of, the Indenture or any other transaction document, including any underlying security agreement (each a “Related Document”), that requires the consent of Bondowners or adversely affects the rights and interests of the Insurer will be subject to the prior written consent of the Insurer. THE SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY The Prior Agency was established on October 6, 1980 by the City Council of the City, pursuant to the Redevelopment Law. On June 29, 2011, AB X1 26 was enacted as Chapter 5, Statutes of 2011, together with a companion bill, AB X1 27. A lawsuit was brought in the California Supreme Court, California Redevelopment Association, et al., v. Matosantos, et al., 53 Cal. 4th 231 (Cal. 2011), challenging the constitutionality of AB X1 26 and AB X1 27. In its December 29, 2011 decision, the California Supreme Court largely upheld AB X1 26, invalidated AB X1 27, and held that AB X1 26 may be severed from AB X1 27 and enforced independently. As a result of AB X1 26 and the decision of the California Supreme Court in the California Redevelopment Association case, as of February 1, 2012, all redevelopment agencies in the State were dissolved, including the Prior Agency, and successor agencies were designated as successor entities to the former redevelopment agencies to expeditiously wind down the affairs of the former redevelopment agencies. 27 On January 9, 2012, pursuant to Resolution No. 7847 and Section 34173 of the Dissolution Act, the City Council of the City elected to serve as successor agency to the Prior Agency. Subdivision (g) of Section 34173 of the Dissolution Act, added by AB 1484, expressly affirms that the Agency is a separate public entity from the City, that the two entities shall not merge, and that the liabilities of the Prior Agency will not be transferred to the City nor will the assets of the Prior Agency become assets of the City. The Agency is governed by a seven-member Board of Directors (the “Board”) which consists of the members of the City Council of the City of Oroville. The Mayor acts as the Chair of the Board, the City Administrator as its Executive Director, the City Clerk as its Secretary and the Finance Director of the City as the Finance Officer of the Agency. Members and Officers The members and officers of the Agency and the expiration dates of their terms are as follows: Name and Office Expiration of Term Linda Dahlmeier, Chair Thil Wilcox, Vice Chair Art Hatley, Director Jack Berry, Director Marlene Del Rosario, Director JR Simpson, Director David Pittman, Director November 2018 November 2016 November 2018 November 2018 November 2018 November 2016 November 2016 Agency Powers All powers of the Agency are vested in its seven members who are elected members of the City Council. Pursuant to the Dissolution Act, the Agency is a separate public body from the City and succeeds to the organizational status of the Prior Agency but without any legal authority to participate in redevelopment activities, except to complete any work related to an approved enforceable obligation. The Agency is tasked with expeditiously winding down the affairs of the Prior Agency, pursuant to the procedures and provisions of the Dissolution Act. Under the Dissolution Act, many Agency actions are subject to approval by the Oversight Board, as well as review by the State Department of Finance. California has strict laws regarding public meetings (known as the Ralph M. Brown Act) which generally make all Agency and Oversight Board meetings open to the public in a similar manner as City Council meetings. Under a State initiative enacted in 1974, public officials are required to make extensive disclosures regarding their financial interests by filing such disclosures as public records. As of the date of this Official Statement, the members of the City Council and the Agency, and other City and Agency officials have made the required filings. Previously, Section 33675 of the Redevelopment Law required the Prior Agency to file not later than the first day of October of each year with the County Auditor a statement of indebtedness certified by the chief fiscal officer of the Prior Agency for each redevelopment plan which provides for the allocation of taxes (i.e., the Redevelopment Plan). The statement of indebtedness was required to contain the date on which the bonds were delivered, the principal amount, term, purposes and interest rate of the bonds and the outstanding balance and amount due on the bonds. Similar information was required to be given for each loan, advance or indebtedness that the Prior Agency had incurred or entered into which is payable from tax increment. Section 33675 also provided that payments of tax increment revenues from the County Auditor to the Prior Agency could not exceed the amounts shown on the Prior Agency’s statement of indebtedness. The Dissolution Act eliminates this requirement and provides that, commencing on the date the first Recognized Obligation Payment Schedule is valid thereunder, the Recognized Obligation Payment Schedule supersedes the statement of indebtedness previously required under the Redevelopment Law, and commencing from such 28 date, the statement of indebtedness will no longer be prepared nor have any effect under the Redevelopment Law (see “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedule”). RISK FACTORS The following information should be considered by prospective investors in evaluating the Bonds. However, the following does not purport to be an exhaustive listing of risks and other considerations which may be relevant to investing in the Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of any such risks. The various legal opinions to be delivered concurrently with the issuance of the Bonds will be qualified as to the enforceability of the various legal instruments by limitations imposed by State and federal laws, rulings and decisions affecting remedies, and by bankruptcy, reorganization or other laws of general application affecting the enforcement of creditors’ rights, including equitable principles. Reduction in Taxable Value Pledged Tax Revenues allocated to the Redevelopment Property Tax Trust Fund are determined by the amount of incremental taxable value in the Project Area and the current rate or rates at which property in the Project Area is taxed. The reduction of taxable values of property in the Project Area caused by economic factors beyond the Agency’s control, such as relocation out of the Project Area by one or more major property owners, sale of property to a non-profit corporation exempt from property taxation, or the complete or partial destruction of such property caused by, among other eventualities, earthquake or other natural disaster, could cause a reduction in the Pledged Tax Revenues that provide for the repayment of and secure the Bonds. Such reduction of Pledged Tax Revenues could have an adverse effect on the Agency’s ability to make timely payments of principal of and interest on the Bonds. As described in greater detail under the heading “PROPERTY TAXATION IN CALIFORNIA— Article XIIIA of the State Constitution,” Article XIIIA provides that the full cash value base of real property used in determining taxable value may be adjusted from year to year to reflect the inflation rate, not to exceed a two percent increase for any given year, or may be reduced to reflect a reduction in the consumer price index, comparable local data or any reduction in the event of declining property value caused by damage, destruction or other factors (as described above). Such measure is computed on a calendar year basis. Any resulting reduction in the full cash value base over the term of the Bonds could reduce Pledged Tax Revenues securing the Bonds. In addition to the other limitations on, and required application under the Dissolution Act of Pledged Tax Revenues on deposit in the Redevelopment Property Tax Trust Fund, described herein under the heading “RISK FACTORS,” the State electorate or Legislature could adopt a constitutional or legislative property tax reduction with the effect of reducing Pledged Tax Revenues allocated to the Redevelopment Property Tax Trust Fund and available to the Agency. Although the federal and State Constitutions include clauses generally prohibiting the Legislature’s impairment of contracts, there are also recognized exceptions to these prohibitions. There is no assurance that the State electorate or Legislature will not at some future time approve additional limitations that could reduce the Pledged Tax Revenues and adversely affect the source of repayment and security of the Bonds. Risks to Real Estate Market The Agency’s ability to make payments on the Bonds will be dependent upon the economic strength of the Project Area. The general economy of the Project Area will be subject to all of the risks generally associated with urban real estate markets. Real estate prices and development may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs and by other similar factors. Further, real estate development within the 29 Project Area could be adversely affected by limitations of infrastructure or future governmental policies, including governmental policies to restrict or control development. In addition, if there is a decline in the general economy of the Project Area, the owners of property within the Project Area may be less able or less willing to make timely payments of property taxes or may petition for reduced assessed valuation causing a delay or interruption in the receipt of Pledged Tax Revenues by the Agency from the Project Area. Reduction in Inflationary Rate As described in greater detail below, Article XIIIA of the State Constitution provides that the full cash value of real property used in determining taxable value may be adjusted from year to year to reflect the inflationary rate, not to exceed a 2 percent increase for any given year, or may be reduced to reflect a reduction in the consumer price index or comparable local data. Such measure is computed on a calendar year basis. Because Article XIIIA limits inflationary assessed value adjustments to the lesser of the actual inflationary rate or 2 percent, there have been years in which the assessed values were adjusted by actual inflationary rates, which were less than 2 percent. Since Article XIIIA was approved, the annual adjustment for inflation has fallen below the 2 percent limitation several times. In Fiscal Year 2010-11 the inflationary value adjustment was negative for the first time at -0.237%. The inflationary value adjustment for Fiscal Years 2010-11 through 2015-16 are shown below: Fiscal Year Inflation Adj. Factor 2010-11 2011-12 2012-13 2013-14 2014-15 2015-16 -0.237% 0.753 2.000 2.000 0.454 1.998 The Agency is unable to predict if any adjustments to the full cash value of real property within the Project Area, whether an increase or a reduction, will be realized in the future. Development Risks The general economy of the Project Area will be subject to all the risks generally associated with real estate development. Projected development within the Project Area may be subject to unexpected delays, disruptions and changes. Real estate development operations may be adversely affected by changes in general economic conditions, fluctuations in the real estate market and interest rates, unexpected increases in development costs and by other similar factors. Further, real estate development operations within the Project Area could be adversely affected by future governmental policies, including governmental policies to restrict or control development. If projected development in the Project Area is delayed or halted, the economy of the Project Area could be affected. If such events lead to a decline in assessed values they could cause a reduction in Pledged Tax Revenues. In addition, if there is a decline in the general economy of the Project Area, the owners of property within the Project Area may be less able or less willing to make timely payments of property taxes causing a delay or stoppage of the Pledged Tax Revenues received by the Agency from the Project Area. In addition, the insolvency or bankruptcy of one or more large owners of property within the Project Area could delay or impair the receipt of Pledged Tax Revenues by the Agency. Levy and Collection of Taxes The Agency has no independent power to levy or collect property taxes. Any reduction in the tax rate or the implementation of any constitutional or legislative property tax decrease could reduce the Pledged Tax Revenues, and accordingly, could have an adverse impact on the security for and the ability of the Agency to repay the Bonds. 30 Likewise, delinquencies in the payment of property taxes by the owners of land in the Project Area, and the impact of bankruptcy proceedings on the ability of taxing agencies to collect property taxes, could have an adverse effect on the Agency’s ability to make timely payments on the Bonds. Any reduction in Pledged Tax Revenues, whether for any of these reasons or any other reasons, could have an adverse effect on the Agency’s ability to pay the principal of and interest on the Bonds. State Budget Issues AB X1 26 and AB 1484 were enacted by the State Legislature and Governor as trailer bills necessary to implement provisions of the State’s budget acts for its Fiscal Years 2011-12 and 2012-13, respectively. The 2011-12 State budget included projected State savings estimated to aggregate $1.7 billion in 2011-12 associated with AB X1 27, which would have allowed redevelopment agencies to continue in operation provided their establishing cities or counties agreed to make an aggregate $1.7 billion in payments to K-12 schools. However, in December 2011, AB X1 27 was found by the California Supreme Court to violate the State Constitution, which altered this budgetary plan of the State. According to the State’s Summary of the 2012-13 State budget, AB 1484 implements a framework to transfer cash assets previously held by redevelopment agencies to cities, counties, and special districts to fund core public services, with assets transferred to schools offsetting State general fund costs (projected savings of $1.5 billion). For Fiscal Year 2013-14, the State budget implemented a number of changes, unrelated to redevelopment dissolution, to help the State work toward (on a multiyear basis) a $1 billion reserve, such as extending certain medical fees and taxes and continuing the use of miscellaneous State highway account revenues to pay transportation bond debt service. The 2013-14 budget summary additionally describes Proposition 98 (schools) General Fund savings estimated at $2.1 billion in 2012-13 and $1.1 billion in 2013-14 as a result of monies generated by redevelopment agency dissolution in those years, a portion of which are one-time savings generated from the distribution of unencumbered funds held by former redevelopment agencies. The budget summary for the State’s enacted 2014-15 budget (the “2014-15 Budget Summary”) updates the estimated the Proposition 98 (schools) General Fund savings resulting from dissolution of redevelopment agencies, citing approximately $2.2 billion in such State General Fund savings in 2011-12 and 2012-13 combined, and another estimated $2.1 billion in such State General Fund savings in 2013-14 and 2014-15. As described in the 2014-15 budget summary, the State’s budget is heavily dependent on the performance of the stock market and the resulting capital gains tax revenues, which are estimated to provide 9.8 percent of General Fund revenues in 2014-15. In response to the volatility of such revenues and the resulting boom-and-bust budget cycles, the State Legislature placed a constitutional amendment on the November 2014 ballot, referred to as Proposition 2, which was passed by the voters. Proposition 2 requires, among other things, beginning in Fiscal Year 2015-16 and annually thereafter, a transfer of 1.5% of estimated general fund revenues to the state budget stabilization account (the State’s “Rainy Day Fund”), and a deposit of personal capital gains tax revenues exceeding 8 percent of General Fund revenues (up to a maximum Rainy Day Fund balance equal to 10 percent of State General Fund revenues). In addition, Proposition 2 requires half of each year’s deposit into the Rainy Day Fund for the next 15 years to be used for supplemental payments to reduce the State’s long-term debt or other long-term liabilities. The State deposited funds into the Rainy Day Fund previously in Fiscal Years 2006–07 and 2007–08, for a total rainy–day fund of $1.5 billion, but the fund was emptied when revenues plummeted during the financial crisis. Since Fiscal Year 2007–08, governors have suspended the Rainy Day Fund deposit each year. Proposition 2 allows limited use of funds in case of emergency or if there is a state budget deficit. Although the State’s budgets for Fiscal Years 2013-14 and 2014-15 did not include any additional legislation dealing with dissolution of redevelopment agencies, the Governor’s proposed State budget for Fiscal Year 2015-16 includes proposed legislation that, if enacted, would affect successor agencies and the distribution of Pledged Tax Revenues, as described further below. 31 Governor’s Proposed 2015-16 State Budget: Changes to the Dissolution Process On January 9, 2015, California Governor Brown released the proposed Fiscal Year 2015-16 State budget. Although the Governor’s Budget Summary for the proposed Fiscal Year 2015-16 State budget (the “2015-16 Proposed Budget Summary”) proposes a balanced budget, the 2015-16 Proposed Budget Summary cautions that, since 2000, the State’s short periods of balanced budgets have been followed by massive budget shortfalls. The 2015-16 Proposed Budget Summary projects that by the end of the year, the State’s Rainy Day Fund will have a total balance of $2.8 billion, increasing from a balance of approximately $1.6 million at the end of Fiscal Year 2014-15. However, the 2015-16 Proposed Budget Summary also notes that commitments made by the State in the past two years are already straining the State’s finances. Under a projection of current policies, the 2015-16 Proposed Budget Summary anticipates that the State would begin to spend more than it receives in annual revenues by Fiscal Year 2018-19, by an amount of approximately $1 billion. The 2015-16 Proposed Budget Summary also proposes legislation to modify the process of dissolving redevelopment agencies: “Administering the orderly dissolution of almost 400 redevelopment agencies has been complex and time consuming. Oversight of the dissolution process has progressed to the point where the Budget proposes legislation to streamline the state review process to continue the wind-down activities.” The proposed legislation, as described in the 2015-16 Proposed Budget Summary, would accomplish the following changes: Transition all successor agencies from a biannual Recognized Obligation Payment Schedule process to an annual Recognized Obligation Payment Schedule process beginning July 1, 2016, when the successor agencies transition to a countywide oversight board. Establish an optional “Last and Final” Recognized Obligation Payment Schedule (“Last and Final ROPS”) process beginning September 2015. The Last and Final ROPS would be available only to successor agencies that have a Finding of Completion, are in agreement with the State Department of Finance on what items qualify for payment, and meet other specified conditions. If approved by the State Department of Finance, the Last and Final ROPS would be binding on all parties, and the successor agency would no longer submit a Recognized Obligation Payment Schedule to the State Department of Finance or the oversight board. The county auditorcontroller would remit the authorized funds to the successor agency in accordance with the approved Last and Final ROPS until each remaining enforceable obligation has been fully paid. Former tax increment caps and redevelopment plan expirations would not apply for the purposes of paying approved enforceable obligations, to assure that funding would continue to flow until all approved enforceable obligations have been paid. Reentered agreements that are not for the purpose of providing administrative support activities would not be authorized or enforceable. Litigation expenses associated with challenging dissolution determinations would not be separate enforceable obligations, but rather must be funded as part of the successor agency’s administrative cost allowance (an amount that is limited by a formula under the Dissolution Act). Contractual and statutory pass-through payments would end upon termination of all of a successor agency’s enforceable obligations. The State Department of Finance would be exempt from the regulatory process and the federal Administrative Procedures Act. County auditor-controllers’ offices would serve as staff for countywide oversight boards. 32 Except for the first two bullet points listed above, the Governor and the State Department of Finance view the proposed changes as “clarifying language,” but there is disagreement among dissolution process participants as to whether such proposed changes are merely clarifying changes or would constitute changes in the existing law. The language of the legislation proposed by the 2015-16 Proposed Budget Summary to change the dissolution process was released in February 2015. There can be no assurance that additional provisions affecting successor agencies or Pledged Tax Revenues will not be included in the proposed legislation relating to the 2015-16 State budget, or that additional legislation will not be enacted in the future to implement other provisions affecting successor agencies or Pledged Tax Revenues. The full text of each State Assembly bill cited above may be obtained from the “Official California Legislative Information” website maintained by the Legislative Counsel of the State of California pursuant to State law, at the following web link: http://www.leginfo.ca.gov/bilinfo.html. Information about the State budget and State spending is available at various State maintained websites. Text of the 2015-16 Proposed Budget Summary, the Governor’s proposed 2015-16 State budget, the 2014-15 Budget Summary, the current State budget, and other documents related to the State budget may be found at the website of the State Department of Finance, www.dof.ca.gov. A nonpartisan analysis of the budget is posted by the Legislative Analyst’s Office at www.lao.ca.gov. In addition, various State official statements, many of which contain a summary of the current and past State budgets may be found at the website of the State Treasurer, www.treasurer.ca.gov. None of the websites or webpages referenced above is in any way incorporated into this Official Statement. They are cited for informational purposes only. The Agency and the Underwriter make no representation whatsoever as to the accuracy or completeness of any of the information on such websites. Recognized Obligation Payment Schedule The Dissolution Act provides that, commencing on the date the first Recognized Obligation Payment Schedule is valid thereunder, only those payments listed in the Recognized Obligation Payment Schedule may be made by the Agency from the funds specified in the Recognized Obligation Payment Schedule. Before each six-month period, the Dissolution Act requires successor agencies to prepare and approve, and submit to the successor agency’s oversight board and the State Department of Finance for approval, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed, together with the source of funds to be used to pay for each enforceable obligation. Pledged Tax Revenues will not be distributed from the Redevelopment Property Tax Trust Fund by the County Auditor-Controller to the Agency’s Redevelopment Obligation Retirement Fund without a duly approved and effective Recognized Obligation Payment Schedule obtained in sufficient time prior to the January 2 or June 1 distribution dates, as applicable. See “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedule” and “PROPERTY TAXATION IN CALIFORNIA—Property Tax Collection Procedures—Recognized Obligation Payment Schedule.” In the event the Agency were to fail to file a Recognized Obligation Payment Schedule with respect to a six-month period, the availability of Pledged Tax Revenues to the Agency could be adversely affected for such period. In the event a successor agency fails to submit to the State Department of Finance an oversight boardapproved Recognized Obligation Payment Schedule complying with the provisions of the Dissolution Act within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations, the State Department of Finance may determine if any amount should be withheld by the applicable county auditor-controller for payments for enforceable obligations from distribution to taxing entities pursuant to clause (iv) in the following paragraph, pending approval of a Recognized Obligation Payment Schedule. Upon notice provided by the State Department of Finance to the county auditor-controller of an amount to be withheld from allocations to taxing entities, the county auditor-controller must distribute to taxing entities any monies in the Redevelopment Property Tax Trust Fund in excess of the withholding amount set forth in the notice, and the county auditor-controller must 33 distribute withheld funds to the successor agency only in accordance with a Recognized Obligation Payment Schedule when and as approved by the State Department of Finance. Typically, under the Redevelopment Property Tax Trust Fund distribution provisions of the Dissolution Act, the County Auditor-Controller is to distribute funds for each six-month period in the following order specified in Section 34183 of the Dissolution Act: (i) first, subject to certain adjustments for subordinations to the extent permitted under the Dissolution Act (as described above under “SECURITY FOR THE BONDS—Tax Increment Financing”) and no later than each January 2 and June 1, to each local agency and school entity, to the extent applicable, amounts required for pass-through payments such entity would have received under provisions of the Redevelopment Law, as those provisions read on January 1, 2011, including pursuant to the Pass-Through Agreements and Statutory Pass-Through Amounts; (ii) second, on each January 2 and June 1, to the Agency for payments listed in its Recognized Obligation Payment Schedule, with debt service payments scheduled to be made for tax allocation bonds having the highest priority over payments scheduled for other debts and obligations listed on the Recognized Obligation Payment Schedule; (iii) third, on each January 2 and June 1, to the Agency for the administrative cost allowance, as defined in the Dissolution Act; and (iv) fourth, on each January 2 and June 1, to taxing entities any moneys remaining in the Redevelopment Property Tax Trust Fund after the payments and transfers authorized by clauses (i) through (iii), in an amount proportionate to such taxing entity’s share of property tax revenues in the tax rate area in that Fiscal Year (without giving effect to any pass-through obligations that were established under the Redevelopment Law). If the Agency does not submit an Oversight Board-approved Recognized Obligation Payment Schedule within five business days of the date upon which the Recognized Obligation Payment Schedule is to be used to determine the amount of property tax allocations and the State Department of Finance does not provide a notice to the County Auditor-Controller to withhold funds from distribution to taxing entities, amounts in the Redevelopment Property Tax Trust Fund for such six-month period would be distributed to taxing entities pursuant to clause (iv) above. However, the Agency has covenanted to take all actions required under the Dissolution Act to include scheduled debt service on the Bonds, as well as any amount required under the Indenture to replenish the Reserve Account of the Debt Service Fund, in Recognized Obligation Payment Schedules for each six-month period and to enable the County Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund to the Agency’s Redevelopment Obligation Retirement Fund on each January 2 and June 1 amounts required for the Agency to pay principal of, and interest on, the Bonds coming due in the respective six-month period, including listing a reserve on the Recognized Obligation Payment Schedule to the extent required by the Indenture or when the next property tax allocation is projected to be insufficient to pay all obligations due under the provisions of the Bonds for the next payment due in the following six-month period (see “THE INDENTURE—Covenants of the Agency”). AB 1484 also adds new provisions to the Dissolution Act implementing certain penalties in the event the Agency does not timely submit a Recognized Obligation Payment Schedule for a six-month period. Specifically, a Recognized Obligation Payment Schedule must be submitted by the Agency, after approval by the Oversight Board, to the County Administrative Officer, the County Auditor-Controller, the State Department of Finance, and the State Controller no later than September 1, 2012 with respect to the six-month period of January 1, 2013 through June 30, 2013 and by 90 days before the date of the next January 2 or June 1 property tax distribution with respect to each subsequent six-month period. If the Agency does not submit a Recognized Obligation Payment Schedule by such deadlines, the City will be subject to a civil penalty equal to $10,000 per day for every day the schedule is not submitted to the State Department of Finance. Additionally, the Agency’s administrative cost allowance is reduced by 25% if the Agency does not submit a Recognized Obligation Payment Schedule by September 11, 2012, with respect to the Recognized Obligation Payment Schedule for the first half of calendar year 2012, or by the 80th day before the date of the next January 2 or June 1 property tax distribution, as applicable, with respect to the Recognized Obligation Payment Schedule for subsequent six-month periods. 34 See “RISK FACTORS — State Budget Issues” for a discussion of the Governor’s proposal to transition successor agencies to an annual ROPS process instead of a biannual process. AB 1484 Penalty for Failure to Remit Unencumbered Funds AB 1484 further implements certain provisions of ABX1 26, including establishing a process for determining the liquid assets that redevelopment agencies should have shifted to their successor agencies when they were dissolved, and the amount that should be available for remittance by the successor agencies to their respective county auditor-controllers for distribution to affected taxing entities within the project areas of the former redevelopment agencies. This determination process is commonly known as the “due diligence review process” and was required to be completed through the final step (review by the State Department of Finance) by November 9, 2012 with respect to affordable housing funds and by April 1, 2013 with respect to nonhousing funds. Successor Agencies that failed to remit the amounts determined by the State Department of Finance by the respective deadlines are subject to certain penalties and remedies under AB 1484. On May 6, 2014, the State Department of Finance issued to the Agency a “finding of completion,” which confirms that the Agency has, among other things, paid in full the amounts determined during the due diligence reviews and the county auditor-controller has reported those payments to the State Department of Finance. Accordingly, based on this finding of completion, neither the Agency nor the City are subject to any AB 1484 penalties for a failure to remit unencumbered funds. Bankruptcy and Foreclosure The payment of property taxes from which Pledged Tax Revenues are derived and the ability of the County to foreclose the lien of a delinquent unpaid tax may be limited by bankruptcy, insolvency, or other laws generally affecting creditors’ rights or by the laws of the State relating to judicial foreclosure. The various legal opinions to be delivered concurrently with the delivery of the Bonds (including Bond Counsel’s approving legal opinions) will be qualified as to the enforceability of the various legal instruments by bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting creditors’ rights, by the application of equitable principles and by the exercise of judicial discretion in appropriate cases. Although bankruptcy proceedings would not cause the liens to become extinguished, bankruptcy of a property owner could result in a delay in prosecuting superior court foreclosure proceedings. Such delay would increase the possibility of delinquent tax installments not being paid in full and thereby increase the likelihood of a delay or default in payment of the principal of and interest on the Bonds. Bond Insurance In the event the Agency defaults in the payment of principal of or interest on the Insured Bonds when due, the owners of the Insured Bonds will have a claim under the Policy for such payments. See “BOND INSURANCE.” In the event AGM becomes obligated to make payments with respect to the Insured Bonds, no assurance can be given that such event will not adversely affect the market for the Insured Bonds. In the event AGM is unable to make payment of principal of and interest on the Insured Bonds when due under the Policy, the Insured Bonds will be payable solely from Pledged Tax Revenues and amounts held in certain funds and accounts established under the Indenture, as described in “SECURITY FOR THE BONDS.” The long-term ratings of the Insured Bonds are dependent in part on the financial strength of AGM and its claims-paying ability. AGM’s financial strength and claims-paying ability are predicated upon a number of factors which could change over time. If the long-term ratings of AGM are lowered, such event could adversely affect the market for the Insured Bonds. See “RATINGS” below. 35 Neither the Agency nor the Underwriter has made an independent investigation of the claims-paying ability of AGM and no assurance or representation regarding the financial strength or projected financial strength of AGM is being made by the Agency or the Underwriter in this Official Statement. Therefore, when making an investment decision with respect to the Insured Bonds, potential investors should carefully consider the ability of the Agency to pay principal and interest on the Insured Bonds, assuming the Policy is not available for that purpose, and the claims-paying ability of AGM through final maturity of the Insured Bonds. So long as the Policy remains in effect and AGM is not in default of its obligations thereunder, AGM has certain notice, consent and other rights under the Indenture and will have the right to control all remedies for default under the Indenture and will not be required to obtain the consent of the Owners with respect to the exercise of remedies. Estimated Revenues In estimating that Pledged Tax Revenues will be sufficient to pay debt service on the Bonds, the Agency has made certain assumptions with regard to present and future assessed valuation in the Project Area, future tax rates and percentage of taxes collected. The Agency believes these assumptions to be reasonable, but there is no assurance these assumptions will be realized and to the extent that the assessed valuation and the tax rates are less than expected, the Pledged Tax Revenues available to pay debt service on the Bonds will be less than those projected and such reduced Pledged Tax Revenues may be insufficient to provide for the payment of principal of, premium (if any) and interest on the Bonds. Hazardous Substances An environmental condition that may result in the reduction in the assessed value of property would be the discovery of a hazardous substance that would limit the beneficial use of taxable property within the Project Area. In general, the owners and operators of a property may be required by law to remedy conditions of the property relating to releases or threatened releases of hazardous substances. The owner or operator may be required to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. If this situation were to occur with property within the Project Area, the costs of remedying it could reduce the marketability and taxable value of the property. Seismic Factors The City, like most regions in the State, is located in an area of seismic activity and, therefore, could be subject to potentially destructive earthquakes. The Project Area straddles the broad and geologically complex zone where the flat Sacramento Valley meets the foothills of the Sierra Nevada mountains. The Cleveland Hills fault, last active in 1975, is located 5 miles south of the Project Area. In addition, the Project Area could potentially be affected by active faults which are located a considerable distance from Oroville, including the Midland-Sweitzer, the San Andreas, the Hayward-Calaveras, the Russell Valley, and the Last Chance-Honey Lake faults. The occurrence of severe seismic activity in the City could result in substantial damage to property located in the Project Area, and could lead to successful appeals for reduction of assessed values of such property. Such a reduction of assessed valuations could result in a reduction of the Pledged Tax Revenues that secure the Bonds. 36 Risk of Floods The City is subject to flooding hazards associated with dam failure, release of water and flooding associated with major waterways. Most substantial among these risks is flooding from the Oroville Dam, located northeast of the City. Other smaller dams, upstream of the Oroville Dam, also pose a risk of flooding to the City. Failure of the Oroville Dam could result in release of water held behind the dam, and inundation of much of the city and surrounding area. A major seismic event would be the most likely cause of dam failure. A number of geologic faults have been mapped in the Oroville area which could cause a seismic event. However, based on studies of the dam completed following the 1975 Oroville earthquake, the dam could withstand a 6.5 magnitude earthquake, which is considered to be the largest credible event projected for the region. Landslides around the reservoir rim have occurred since Lake Oroville has been in operation. These landslides are not considered to pose a threat to the freeboard of the dam or the safety of the public. For more information, see the Safety Element of the City’s General Plan on file with the City Clerk. As with seismic hazards, the occurrence of flood damage to property located in the Project Area could lead to successful appeals for reduction of assessed values of such property and any reduction of assessed valuations could result in a reduction of the Pledged Tax Revenues that secure the Bonds. Wildland and Urban Fire Hazards Most areas of the City face some level of threat from wildland fire. The eastern part of the City’s General Plan Planning Area is at the greatest risk and is designated as a Very High Fire Hazard Severity Zone by CAL FIRE. This is due to the location of homes within areas of denser vegetation, and where steep slopes and other similar conditions exist. The risk of losses as a result of wildland fire can be amplified by the relatively poor access provided by rural roads and the lack of fire hydrants. Responsibility for prevention and response to wildland fire is provided by the Oroville Fire Department (OFD), while unincorporated portions of the City’s planning area are served by the California Department of Forestry & Fire Protection/Butte County Fire Department (CAL FIRE/BCFD) and the El Medio Fire Department. The OFD, CAL FIRE/BCFD and El Medio Fire Department have an automatic aid agreement, in which personnel and equipment are shared in the event of an emergency. For more information, including a discussion of the City’s fire protection services, please see the Safety Element of the City’s General Plan on file with the City Clerk. As with seismic and flood hazards, the occurrence of wildland or urban fire damage to property located in the Project Area could lead to successful appeals for reduction of assessed values of such property and any reduction of assessed valuations could result in a reduction of the Pledged Tax Revenues that secure the Bonds. Changes in the Law There can be no assurance that the California electorate will not at some future time adopt initiatives or that the Legislature will not enact legislation that will amend the Dissolution Act, the Redevelopment Law or other laws or the Constitution of the State resulting in a reduction of Pledged Tax Revenues, which could have an adverse effect on the Agency’s ability to pay debt service on the Bonds. 37 Investment Risk Funds held under the Indenture are required to be invested in Permitted Investments as provided under the Indenture. See Appendix B attached hereto for a summary of the definition of Permitted Investments. The funds and accounts of the Agency, into which a portion of the proceeds of the Bonds will be deposited and into which Pledged Tax Revenues are deposited, may be invested by the Agency in any investment authorized by law. All investments, including the Permitted Investments and those authorized by law from time to time for investments by municipalities, contain a certain degree of risk. Such risks include, but are not limited to, a lower rate of return than expected and loss or delayed receipt of principal. Further, the Agency cannot predict the effects on the receipt of Pledged Tax Revenues if the County were to suffer significant losses in its portfolio of investments or if the County or the City were to become insolvent or declare bankruptcy. See “RISK FACTORS—Bankruptcy and Foreclosure.” Additional Obligations The potential for the issuance of Parity Bonds could, in certain circumstances, increase the risks associated with the Agency’s payment of debt service on the Bonds in the event of a decrease in the Agency’s collection of Pledged Tax Revenues. However, Section 34177.5 of the Dissolution Act provides limited authority for successor agencies to issue bonds, and the Agency’s ability to issue Parity Bonds is subject to the requirements of the Dissolution Act as in effect from time to time. For additional information, see described “SECURITY FOR THE BONDS—Parity Bonds.” Loss of Tax Exemption As discussed under the caption “CONCLUDING INFORMATION—Tax Exemption,” interest on the 2015A Bonds could become includable in gross income for purposes of federal income taxation retroactive to the date the 2015A Bonds were issued, as a result of future acts or omissions of the Agency in violation of its covenants in the Indenture. In addition, current and future legislative proposals, if enacted into law, may cause interest on the 2015A Bonds to be subject, directly or indirectly, to federal income taxation by, for example, changing the current exclusion or deduction rules to limit the aggregate amount of interest on state and local government bonds that may be treated as tax exempt by individuals. Should such an event of taxability occur, the 2015A Bonds are not subject to special redemption and will remain outstanding until maturity or until redeemed under other provisions set forth in the Indenture. Secondary Market There can be no guarantee that there will be a secondary market for the Bonds, or, if a secondary market exists, that the Bonds can be sold for any particular price. Occasionally, because of general market conditions or because of adverse history or economic prospects connected with a particular issue, secondary marketing practices in connection with a particular issue are suspended or terminated. Additionally, prices of issues for which a market is being made will depend upon the then prevailing circumstances. No Validation Proceeding Undertaken California Code of Civil Procedure Section 860 authorizes public agencies to institute a process, otherwise known as a “validation proceeding,” for purposes of determining the validity of a resolution or any action taken pursuant thereto. Section 860 authorizes a public agency to institute validation proceedings in cases where another statute authorizes its use. Relevant to the Bonds, California Government Code Section 53511 authorizes a local agency to “bring an action to determine the validity of its bonds, warrants, 38 contracts, obligations or evidences of indebtedness.” Pursuant to Code of Civil Procedure Section 870, a final favorable judgment issued in a validation proceeding shall, notwithstanding any other provision of law, be forever binding and conclusive, as to all matters therein adjudicated or which could have been adjudicated, against all persons: “The judgment shall permanently enjoin the institution by any person of any action or proceeding raising any issue as to which the judgment is binding and conclusive.” The Agency has not undertaken or endeavored to undertake any validation proceeding in connection with the issuance of the Bonds. The Agency and Bond Counsel have relied on the provisions of AB 1484 authorizing the issuance of the Bonds and specifying the related deadline for any challenge to the Bonds to be brought. Specifically, Section 34177.5(e) of the Dissolution Act provides that notwithstanding any other law, an action to challenge the issuance of bonds (such as the Bonds), the incurrence of indebtedness, the amendment of an enforceable obligation, or the execution of a financing agreement authorized under Section 34177.5, must be brought within thirty (30) days after the date on which the oversight board approves the resolution of the successor agency approving the financing. Such challenge period expired with respect to the Bonds and the Oversight Board Resolution on January 16, 2015. It is possible that a lawsuit challenging the Dissolution Act or specific provisions thereof could be successful and that the mechanisms currently provided for under the Dissolution Act to provide for distribution of Pledged Tax Revenues to the Agency for payment on the Bonds could be impeded and result in a delinquency or default in the timely payment of principal of, and interest on, the Bonds. For example, with respect to California successor agencies and the Dissolution Act in general, on August 1, 2012, Syncora Guarantee Inc. and Syncora Capital Assurance Inc. (collectively, “Syncora”) filed a lawsuit against the State, the State Controller, the State Director of Finance, and the Auditor-Controller of San Bernardino County on his own behalf and as the representative of all other county auditors in the State (Superior Court of the State of California, County of Sacramento, Case No. 34-2012-80001215) (the “Syncora Lawsuit”) challenging the terms of the Dissolution Act. Syncora are monoline financial guaranty insurers domiciled in the State of New York, and as such, provide credit enhancement on bonds issued by state and local governments and do not sell other kinds of insurance such as life, health, or property insurance. Syncora provided bond insurance and other related insurance policies for bonds issued by former California redevelopment agencies. The Syncora Lawsuit was brought as a petition for writ of mandate, complaint for declaratory relief, inverse condemnation and injunctive relief. The injunctive relief sought included an injunction enjoining the respondents from implementing enforcing, and/or carrying out the Redistribution Provisions, ordering respondents to immediately return all money remitted by successor agencies to local taxing entities pursuant to the Redistribution Provisions, and ordering respondents to hold all future tax increment revenues in the RPTTF, or a similar fund, for the exclusive benefit of, and distribution to, the bondholders, until such a time when the bondholders are completely repaid. In August 2013, the court ordered Syncora’s claims dismissed, without prejudice to refile, as premature claims for impairment of contract and an unconstitutional taking. The court noted that no redevelopment agency bonds are in default. The original complaint alleged that the Dissolution Act, and specifically the “Redistribution Provisions” thereof (i.e., California Health and Safety Code Sections 34172(d), 34174, 34177(d), 34183(a)(4), and 34188) violate the “contract clauses” of the United States and California Constitutions (U.S. Const. art. 1, § 10, cl.1; Cal. Const. art. 1, § 9) because they unconstitutionally impair the contracts among the former redevelopment agencies, bondholders and Syncora. The complaint also alleged that the Redistribution Provisions violate the “Takings Clauses” of the United States and California Constitutions (U.S. Const. amend. V; Cal Const. art. 1 § 19) because they unconstitutionally take and appropriate bondholders’ and Syncora’s contractual right to critical security mechanisms without just compensation. Specifically, the complaint alleges that the security mechanism created by the irrevocable pledge of tax increment revenues to repay the redevelopment agency debts was a critical feature of the redevelopment bonds’ marketability. No assurance can be made that Syncora will not re-file its claim at a later date. 39 However, the Indenture additionally provides that if, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act (upon which the distribution of Pledged Tax Revenues to the Agency rely) are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. Additionally, any action by a court to invalidate provisions of the Dissolution Act required for the timely payment of principal of, and interest on, the Bonds could raise issues regarding the unconstitutional impairment of contracts or an unconstitutional taking without just compensation. The Agency believes that the aforementioned considerations would provide some protections against the adverse consequences upon the Agency and the availability of Pledged Tax Revenues for the payment of debt service on the Bonds in the event of successful challenges to the Dissolution Act or portions thereof. However, the Agency does not guarantee that any lawsuit challenging the Dissolution Act or portions thereof will not result in an outcome that may have a detrimental effect on the Agency’s ability to timely pay debt service on the Bonds. Section 34177.5(f) of the Dissolution Act additionally provides that if the State Department of Finance has requested review of the Oversight Board Resolution and, after review, has approved the resolution, the scheduled payments on the Bonds shall be listed in the Recognized Obligation Payment Schedule and will not be subject to further review and approval by the State Department of Finance or the State Controller. This is a statutory limitation on the authority of the State Department of Finance with respect to its reviews of the semiannual submissions of Recognized Obligation Payment Schedules by the Agency. However, the DOF Determination Letter includes the following statement: “This approval is based on the understanding that no refunding bonds will be issued unless such bonds meet the limitations in HSC Section 34177.5(a). Following the issuance, the payments for the refunding bonds should be placed on future Recognized Obligation Payment Schedule (ROPS) for [DOF’s] review.” The issuance of the Bonds will be accompanied by approving legal opinions regarding the due and valid authorization of the 2015A Bonds and the 2015B Bonds, respectively, under the Bond Law, Health and Safety Code Section 34177.5, the Successor Agency Resolution, the Oversight Board Resolution, and the Indenture, all substantially in the forms attached hereto as Appendix C. However, investors should be aware that, since the effectiveness of the Dissolution Act, the State Department of Finance and various successor agencies have from time to time disagreed about the interpretation of different language contained in the Dissolution Act, as well as whether or not the State Department of Finance has exceeded its authority in rejecting items from Recognized Obligation Payment Schedules submitted by successor agencies, as evidenced by numerous lawsuits. While the Agency has covenanted in the Indenture to preserve and protect the security of the Bonds and the rights of the Bondowners and to contest by court action or otherwise any assertion by any officer of any government unit or any other person whatsoever against the Agency that the Pledged Tax Revenues pledged under the Indenture cannot be paid to the Agency for the debt service on the Bonds (see “THE INDENTURE—Covenants of the Agency”), any such action taken by the Agency could incur substantial time and cost that may have a detrimental effect on the Agency’s ability to timely pay debt service on the Bonds. Moreover, the Agency cannot guarantee the outcome of any such action taken by the Agency to preserve and protect the security of the Bonds and the rights of the Bondowners. PROPERTY TAXATION IN CALIFORNIA Property Tax Collection Procedures Classification. In the State, property which is subject to ad valorem taxes is classified as “secured” or “unsecured.” Secured and unsecured property are entered on separate parts of the assessment roll maintained by the County assessor. The secured classification includes property on which any property tax levied by a county becomes a lien on that property. A tax levied on unsecured property does not become a lien against the taxed unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax 40 which becomes a lien on secured property has priority over all other liens on the secured property arising pursuant to State law, regardless of the time of the creation of other liens. Generally, ad valorem taxes are collected by a county (the “Taxing Authority”) for the benefit of the various entities (cities, schools and special districts) that share in the ad valorem tax (each a taxing entity) and successor agencies eligible to receive distributions from the respective Redevelopment Property Tax Trust Funds. Collections. Secured and unsecured property are entered separately on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property. The taxing authority has four ways of collecting unsecured personal property taxes: (i) initiating a civil action against the taxpayer, (ii) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer, (iii) filing a certificate of delinquency for record in the county recorder’s office to obtain a lien on certain property of the taxpayer, and (iv) seizing and selling personal property, improvements or possessory interests belonging or assessed to the assessee. The exclusive means of enforcing the payment of delinquent taxes with respect to property on the secured roll is the sale of the property securing the taxes to the State for the amount of taxes which are delinquent. Penalty. A 10% penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, property on the secured roll on which taxes are delinquent is declared in default by operation of law and declaration of the tax collector on or about June 30 of each Fiscal Year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1.5% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is deeded to the State and then is subject to sale by the county tax collector. A 10% penalty also applies to delinquent taxes with respect to property on the unsecured roll, and further, an additional penalty of 1.5% per month accrues with respect to such taxes beginning on varying dates related to the tax bill mailing date. Delinquencies. The valuation of property is determined as of the January 1 lien date as equalized in August of each year and equal installments of taxes levied upon secured property become delinquent on the following December 10 and April 10. Taxes on unsecured property are due January 1 and become delinquent August 31. The County has adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (known as the “Teeter Plan”), as provided for in Section 4701 et seq. of the Revenue and Taxation Code of the State. Under Teeter Plan, each participating local agency, including cities, levying property fixes in a county receives the amount of uncollected taxes credited to its fund, in the same manner as if the amount credited had been collected. In return, the county receives and retains delinquent payments, penalties and interest as collected, that would have been due the local agency. However, although a local agency receives the total levy for its property taxes without regard to actual collections, to the extent of a reserve established and held by its county for this purpose, the basic legal liability for property tax deficiencies at all times remains with the local agency. The Teeter Plan is to remain in effect unless the County Board of Supervisors orders its discontinuance or unless, prior to the commencement of any Fiscal Year of the County, the Board of Supervisors receives a petition for its discontinuance from two-thirds of the participating revenue districts in the County. The Board of Supervisors may, after holding a public hearing on the matter, discontinue the procedures under the Teeter Plan with respect to any tax levying agency in its County. 41 As a result of its participation in the Teeter Plan, delinquent property taxes do not impact the Agency’s tax increment revenues. To the extent the Teeter Plan continues in existence and is carried out as adopted, the Teeter Plan may help protect the Owners from the risk of delinquencies in ad valorem taxes. Supplemental Assessments. California Revenue and Taxation Code Section 75.70 provides for the supplemental assessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Prior to the enactment of this law, the assessment of such changes was permitted only as of the next tax lien date following the change, and this delayed the realization of increased property taxes from the new assessments for up to 14 months. This statute provides increased revenue to the Redevelopment Property Tax Trust Fund to the extent that supplemental assessments of new construction or changes of ownership occur within the boundaries of redevelopment projects subsequent to the January 1 lien date. To the extent such supplemental assessments occur within the Project Area, Pledged Tax Revenues may increase. Property Tax Administrative Costs. In 1990, the Legislature enacted SB 2557 (Chapter 466, Statutes of 1990) which allows counties to charge for the cost of assessing, collecting and allocating property tax revenues to local government jurisdictions in proportion to the tax-derived revenues allocated to each. SB 1559 (Chapter 697, Statutes of 1992) explicitly includes redevelopment agencies among the jurisdictions which are subject to such charges. In addition, Sections 34182(e) and 34183(a) of the Dissolution Act allow administrative costs of the County Auditor-Controller for the cost of administering the provisions of the Dissolution Act, as well as the foregoing SB 1559 amounts, to be deducted from property tax revenues before monies are deposited into the Redevelopment Property Tax Trust Fund. The County’s administrative charge to the Agency for the Project Area for Fiscal Year 2014-15 is estimated to be $259,103, based on a rate of 3.39% of anticipated gross RPTTF revenue. Negotiated Pass-Through Agreements. Prior to 1994, under the Redevelopment Law, a redevelopment agency could enter into an agreement to pay increment revenues to any taxing agency that has territory located within a redevelopment project in an amount which in the agency’s determination is appropriate to alleviate any financial burden or detriment caused by the redevelopment project. These agreements normally provide for payment or pass-through of tax increment revenue directed to the affected taxing agency, and, therefore, are commonly referred to as pass-through agreements or tax sharing agreements. The Agency agreements with affected taxing agencies are referred to herein as “Pass-Through Agreements.” See “THE PROJECT AREA—Pass-Through Agreements” for a summary of the Pass-Through Agreements. See also “SECURITY FOR THE BONDS—Tax Increment Financing” for additional discussion of the treatment of Pass-Through Agreements under the Dissolution Act. Statutory Pass-Through Amounts. The payment of Statutory Pass-Through Amounts results from (i) plan amendments which add territory in existing project areas on or after January 1, 1994 and (ii) from plan amendments which eliminates one or more limitations within a redevelopment plan (such as the removal of the time limit on the establishment of loans, advances and indebtedness). The calculation of the amount due affected taxing entities is described in Sections 33607.5 and 33607.7 of the Redevelopment Law. See “THE PROJECT AREA—Statutory Pass-Through Amounts” and “SECURITY FOR THE BONDS—Tax Increment Financing” for further information regarding the applicability of the statutory pass-through provisions of the Redevelopment Law and the Dissolution Act to the Project Area. Recognized Obligation Payment Schedule. The Dissolution Act provides that, commencing on the date the first Recognized Obligation Payment Schedule is valid thereunder, only those payments listed in the Recognized Obligation Payment Schedule may be made by the Agency from the funds specified in the Recognized Obligation Payment Schedule. Before each six-month period, the Dissolution Act requires successor agencies to prepare and approve, and submit to the successor agency’s oversight board and the State Department of Finance for approval, a Recognized Obligation Payment Schedule pursuant to which enforceable obligations (as defined in the Dissolution Act) of the successor agency are listed, together with the source of funds to be used to pay for each enforceable obligation. Pledged Tax Revenues will not be distributed from the Redevelopment Property Tax Trust Fund by the County Auditor-Controller to the 42 Agency’s Redevelopment Obligation Retirement Fund without a duly approved and effective Recognized Obligation Payment Schedule obtained in sufficient time prior to the January 2 or June 1 distribution dates, as applicable. See “SECURITY FOR THE BONDS—Recognized Obligation Payment Schedule” and “RISK FACTORS—Recognized Obligation Payment Schedule.” Unitary Property Assembly Bill (“AB”) 2890 (Statutes of 1986, Chapter 1457) provides that, commencing with Fiscal Year 1988-89, assessed value derived from State-assessed unitary property (consisting mostly of operational property owned by utility companies) is to be allocated county-wide as follows: (i) each tax rate area will receive that same amount from each assessed utility received in the previous Fiscal Year unless the applicable county-wide values are insufficient to do so, in which case values will be allocated to each tax rate area on a pro-rata basis; and (ii) if values to be allocated are greater than in the previous Fiscal Year, each tax rate area will receive a pro-rata share of the increase from each assessed utility according to a specified formula. Additionally, the lien date on State-assessed property is changed from March 1 to January 1. AB 454 (Statutes of 1987, Chapter 921) further modifies chapter 1457 regarding the distribution of tax revenues derived from property assessed by the State Board of Equalization. Chapter 921 provides for the consolidation of all State-assessed property, except for regulated railroad property, into a single tax rate area in each county. Chapter 921 further provides for a new method of establishing tax rates on State-assessed property and distribution of property tax revenue derived from State-assessed property to taxing jurisdictions within each county in accordance with a new formula. Railroads will continue to be assessed and revenues allocated to all tax rate areas where railroad property is sited. The County Auditor-Controller has not reported any unitary utility revenue for the Project Area and the projections set forth in the Fiscal Consultant’s Report and under the heading “PLEDGED TAX REVENUES—Projected Taxable Valuation and Pledged Tax Revenues” do not incorporate any unitary utility revenue. Article XIIIA of the State Constitution Article XIIIA limits the amount of ad valorem taxes on real property to 1% of “full cash value” of such property, as determined by the county assessor. Article XIIIA defines “full cash value” to mean “the County Assessor’s valuation of real property as shown on the 1975-76 tax bill under ‘full cash value,’ or, thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” Furthermore, the “full cash value” of all real property may be increased to reflect the rate of inflation, as shown by the consumer price index, not to exceed 2% per year, or may be reduced. Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the event of declining property values caused by substantial damage, destruction or other factors, and to provide that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster and in other special circumstances. Article XIIIA (i) exempts from the 1% tax limitation taxes to pay debt service on (a) indebtedness approved by the voters prior to July 1, 1978 or (b) bonded indebtedness for the acquisition or improvement of real property approved on or after July 1, 1978, by two-thirds of the votes cast by the voters voting on the proposition; (ii) requires a vote of two-thirds of the qualified electorate to impose special taxes, or certain additional ad valorem taxes; and (iii) requires the approval of two-thirds of all members of the State Legislature to change any State tax laws resulting in increased tax revenues. The validity of Article XIIIA has been upheld by both the California Supreme Court and the United States Supreme Court. 43 In the general election held November 4, 1986, voters of the State approved two measures, Propositions 58 and 60, which further amended Article XIIIA. Proposition 58 amended Article XIIIA to provide that the terms “purchase” and “change of ownership,” for the purposes of determining full cash value of property under Article XIIIA, do not include the purchase or transfer of (1) real property between spouses and (2) the principal residence and the first $1,000,000 of other property between parents and children. This amendment to Article XIIIA may reduce the rate of growth of local property tax revenues. Proposition 60 amended Article XIIIA to permit the Legislature to allow persons over the age of 55 who sell their residence and buy or build another of equal or lesser value within two years in the same county, to transfer the old residence assessed value to the new residence. As a result of the Legislature’s action, the growth of property tax revenues may decline. Legislation enacted by the Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. In conformity with this procedure, all taxable property value included in this Official Statement is shown at 100% of assessed value and all general tax rates reflect the $1 per $100 of taxable value (except as noted). Tax rates for voter-approved bonded indebtedness and pension liabilities are also applied to 100% of assessed value. Appropriations Limitation – Article XIIIB Article XIIIB limits the annual appropriations of the State and its political subdivisions to the level of appropriations for the prior Fiscal Year, as adjusted for changes in the cost of living, population and services rendered by the government entity. The “base year” for establishing such appropriations limit is Fiscal Year 1978-79, and the limit is to be adjusted annually to reflect changes in population, consumer prices and certain increases in the cost of services provided by these public agencies. Section 33678 of the Redevelopment Law provides that the allocation of taxes to a redevelopment agency for the purpose of paying principal of, or interest on, loans, advances, or indebtedness shall not be deemed the receipt by an agency of proceeds of taxes levied by or on behalf of an agency within the meaning of Article XIIIB, nor shall such portion of taxes be deemed receipt of proceeds of taxes by, or an appropriation subject to the limitation of, any other public body within the meaning or for the purpose of the Constitution and laws of the State, including Section 33678 of the Redevelopment Law. The constitutionality of Section 33678 has been upheld in two California appellate court decisions. On the basis of these decisions, the Agency has not adopted an appropriations limit. Articles XIIIC and XIIID of the State Constitution At the election held on November 5, 1996, Proposition 218 was passed by the voters of California. The initiative added Articles XIIIC and XIIID to the State Constitution. Provisions in the two articles affect the ability of local government to raise revenues. The Bonds are secured by sources of revenues that are not subject to limitation by Proposition 218. See also “—Propositions 218 and 26” below. Proposition 87 On November 8, 1988, the voters of the State approved Proposition 87, which amended Article XVI, Section 16 of the State Constitution to provide that property tax revenue attributable to the imposition of taxes on property within a redevelopment project area for the purpose of paying debt service on certain bonded indebtedness issued by a taxing entity (not the Prior Agency or the Agency) and approved by the voters of the taxing entity after January 1, 1989 will be allocated solely to the payment of such indebtedness and not to redevelopment agencies. 44 Redevelopment Time Limits In 1993, the State legislature passed AB 1290, which, among other things, required redevelopment agencies to adopt time limits in each redevelopment plan specifying: 1) the last date to incur debt for a redevelopment project; 2) the last date to undertake redevelopment activity within a project area; and 3) the last date to collect tax increment revenue from a project area to repay debt. Pursuant to AB 1290, which took effect January 1, 1994, the City Council adopted an ordinance amending the Redevelopment Plan to impose time limits on the incurrence of debt, the effectiveness of the Redevelopment Plan, and the collection of tax increment revenue and repayment of debt. In 2001, the California Legislature enacted SB 211, Chapter 741, Statutes 2001, effective January 1, 2002 (“SB 211”), which authorized, among other things, the deletion by ordinance of the legislative body of the AB 1290 limitation on incurring indebtedness contained in a redevelopment plan adopted prior to January 1, 1994. However, such elimination triggers statutory tax sharing with those taxing entities that do not have Pass-Through Agreements. On July 20, 2004, the City adopted an ordinance, pursuant to the authorization contained in SB 211, deleting the time limit on the Agency’s authority to incur loans, advances and indebtedness with respect to the Project Area. Legislation passed in 2003 (SB 1045) and 2004 (SB 1096) required redevelopment agencies to remit monies to the applicable county Educational Revenue Augmentation Fund (“ERAF”) and also permitted redevelopment agencies to extend their ability to collect tax increment by one year for each payment required by such legislation to be made in Fiscal Years 2003-04, 2004-05 and 2005-06. The extensions for Fiscal Years 2004-05 and 2005-06 apply only to plans with existing limits on the effectiveness of the plan that are less than 20 years from the last day of the Fiscal Year in which the ERAF payment is made. The City adopted two ordinances, pursuant to the authorization granted in SB 1045 and SB 1096, extending the time limits on the effectiveness of the Redevelopment Plan and the receipt of tax increment. See “THE PROJECT AREA— Limitations and Requirements of the Redevelopment Plan.” Appeals of Assessed Values Pursuant to California law, a property owner may apply for a reduction of the property tax assessment for such owner’s property by filing a written application, in a form prescribed by the State Board of Equalization, with the appropriate county board of equalization or assessment appeals board. In the County, a property owner desiring to reduce the assessed value of such owner’s property in any one year must submit an application to the County Assessment Appeals Board (the “Appeals Board”). Applications for any tax year must be submitted by September 15 of such tax year. Following a review of each application by the staff of the County Assessor’s Office, the staff makes a recommendation to the Appeals Board on each application which has not been rejected for incompleteness or untimeliness or withdrawn. The Appeals Board holds a hearing and either reduces the assessment or confirms the assessment. The Appeals Board generally is required to determine the outcome of appeals within two years of each appeal’s filing date. Any reduction in the assessment ultimately granted applies only to the year for which application is made and during which the written application is filed. The assessed value increases to its pre-reduction level for Fiscal Years following the year for which the reduction application is filed. However, if the taxpayer establishes through proof of comparable values that the property continues to be overvalued (known as “ongoing hardship”), the Assessor has the power to grant a reduction not only for the year for which application was originally made, but also for the then current year as well. Appeals for reduction in the “base year” value of an assessment, which generally must be made within three years of the date of change in ownership or completion of new construction that determined the base year, if successful, reduce the assessment for the year in which the appeal is taken and prospectively thereafter. Moreover, in the case of any reduction in any one year of assessed value granted for “ongoing hardship” in the then current year, and also in any cases involving stipulated appeals for prior years relating to base year and personal property assessments, the property tax revenues from which Pledged Tax Revenues are derived attributable to such properties will be reduced in the 45 then current year. In practice, such a reduced assessment may remain in effect beyond the year in which it is granted. See “THE PROJECT AREA—Largest Taxpayers” for information regarding the assessed valuations of the top ten property owners within the Project Area. Proposition 8 Proposition 8, approved in 1978 (California Revenue and Taxation Code Section 51(b)), provides for the assessment of real property at the lesser of its originally determined (base year) full cash value compounded annually by the inflation factor, or its full cash value as of the lien date, taking into account reductions in value due to damage, destruction, obsolescence or other factors causing a decline in market value. Reductions under this code section may be initiated by the County Assessor or requested by the property owner. After a roll reduction is granted under this code section, the property is reviewed on an annual basis to determine its full cash value and the valuation is adjusted accordingly. This may result in further reductions or in value increases. Such increases must be in accordance with the full cash value of the property and may exceed the maximum annual inflationary growth rate allowed on other properties under Article XIIIA of the State Constitution. Once the property has regained its prior value, adjusted for inflation, it once again is subject to the annual inflationary factor growth rate allowed under Article XIIIA. See “PLEDGED TAX REVENUES—Schedule of Historical RPTTF Revenues” and APPENDIX G— “FISCAL CONSULTANT’S REPORT.” However, the Agency cannot guarantee that reductions undertaken by the County Assessor or requested by a property owner pursuant to Proposition 8 will not in the future reduce the assessed valuation of property in the Project Area and, therefore, Pledged Tax Revenues that secure the Bonds and any Parity Bonds. Propositions 218 and 26 On November 5, 1996, California voters approved Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment. Proposition 218 added Articles XIIIC and XIIID to the State Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges. On November 2, 2010, California voters approved Proposition 26, the “Supermajority Vote to Pass New Taxes and Fees Act.” Proposition 26 amended Article XIIIC of the California Constitution by adding an expansive definition for the term “tax,” which previously was not defined under the California Constitution. Pledged Tax Revenues securing the Bonds are derived from property taxes which are outside the scope of taxes, assessments and property-related fees and charges which are limited by Proposition 218 and outside of the scope of taxes which are limited by Proposition 26. Future Initiatives Article XIIIA, Article XIIIB, Article XIIIC and Article XIIID and certain other propositions affecting property tax levies were each adopted as measures which qualified for the ballot pursuant to California’s initiative process. From time to time other initiative measures could be adopted, further affecting Agency revenues or the Agency’s ability to expend revenues. 46 THE PROJECT AREA General General. The Project Area consists of approximately 6,080 acres covering approximately 72% of the land within the City’s boundaries. The Project Area is made up primarily of residential (36.8%) and commercial (33.2%) uses, with the remainder being industrial and miscellaneous uses. Development Activities in the Project Area. All properties in the Project Area are subject to the Agency’s approved development standards and guidelines. The Redevelopment Plan requires that new construction comply with all applicable State statutes and local laws in effect, including City zoning ordinances and City codes for building, electrical, heating, ventilating and plumbing. The Redevelopment Plan further provides that no new improvement shall be substantially modified, altered, repaired or rehabilitated, except in accordance with development standards and/ or architectural, landscape and site plans submitted to and approved by the Agency. The Oroville Redevelopment Project Plan The City Council of the City adopted the Redevelopment Plan for the Oroville Redevelopment Project No. 1 (the “Redevelopment Plan”) on July 6, 1981, pursuant to its Ordinance No. 1353. The Redevelopment Plan has been amended six times. On November 15, 1994, the City Council adopted ordinance No. 1580 to adjust the Plan’s duration and timeframe to collect tax increment revenue in conformance with the provisions of Assembly Bill 1290 (“AB 1290”). The second amendment was adopted on December 7, 1999 pursuant to Ordinance No. 1623, to extend the time limit to incur debt to the maximum permitted by AB 1290. The third amendment was adopted on November 6, 2001 pursuant to Ordinance No. 1650 in order to increase the bonded debt limit and the cumulative tax increment limit and to extend further the time limit by which to incur debt. The fourth amendment was adopted on July 6, 2004 pursuant to Ordinance No. 1702 to extend the time limit on the duration of the Redevelopment Plan by one year and to extend the time limit to receive property taxes and pay loans, advances and indebtedness by one year, as allowed under SB 1045. The fifth amendment was adopted on July 20, 2004 pursuant to Ordinance No. 1704 to eliminate the time limit on the incurrence of debt pursuant to SB 211. The sixth amendment was adopted on December 21, 2004 by Ordinance No. 1712 to extend the time limit on the duration of the Plan by two years pursuant to SB 1096. The Redevelopment Plan was designed to enable the Agency to, among other things, eliminate blighting influences; encourage existing owners, businesses and tenants within the Project Area to participate in redevelopment activities; to sustain the existing residential, commercial and industrial base of the community; to provide required public improvements so as to encourage new construction by private enterprise; to mitigate development limitations which have and will continue to result in the lack of optimum utilization of the Project Area; and provide construction and employment opportunities in the development of those facilities. The Redevelopment Plan allows for commercial, industrial, residential and public uses, as consistent with the general plan of the City. Limitations and Requirements of the Redevelopment Plan Pursuant to the Redevelopment Plan, the portion of taxes divided and allocated to the Agency may not exceed a cumulative total of $300 million. As of the date of this Official Statement, the Agency has received approximately $117,663,608 in tax increment revenues. The Fiscal Consultant projects that the cumulative tax increment limit will not be reached prior to the last date on which the Agency may receive tax increment or pay debt under the Redevelopment Plan, as described below. 47 The total amount of bonded indebtedness incurred by the Agency, payable from tax increment revenues, which can be outstanding at any one time may not exceed $65 million. As of the date of this Official Statement, the Agency has $21,590,000 of tax allocation bond debt outstanding relating to the existing 2002 Loan Obligations, 2004A Loan Obligations and 2004B Loan Obligations. Issuance of the Bonds would refund the Refunded Obligations in their entirety. As amended over the years, the Redevelopment Plan establishes a deadline of July 6, 2024 for plan termination, and a deadline of 10 years after plan termination (July 6, 2034) for the repayment of debt. On July 20, 2004, the City adopted an ordinance, pursuant to the authorization contained in SB 211, deleting the time limit on the Agency’s authority to incur loans, advances and indebtedness with respect to the Project Area. See “PROPERTY TAXATION IN CALIFORNIA—Redevelopment Time Limits.” Relative to the impact of the cumulative tax increment limit applicable to the Project Area, the Agency covenants in the Indenture that, as long as the receipt of Pledged Tax Revenues attributable to the Project Area is subject to a tax increment limit under the Law, the Agency will annually review (or cause to be reviewed) the total amount of Pledged Tax Revenues attributable to the Project Area remaining available to be received by the Agency under the Redevelopment Plan. In the event that the Pledged Tax Revenues attributable to the Project Area previously received by the Prior Agency or the Agency plus the aggregate debt service remaining to be paid on the Bonds and any Parity Debt then outstanding, at any time equals or exceeds ninety percent (90%) of the aggregate amount of Pledged Tax Revenues attributable to the Project Area which the Agency is permitted to receive under the Redevelopment Plan, the Agency will either: (i) deposit all future Pledged Tax Revenues attributable to the Project Area not used to pay current debt service with the Trustee in a special account to be applied for the sole purpose of paying the principal of and interest on, or the redemption of, the Bonds and any Parity Debt as they become due and payable plus amounts required to be deposited into the Reserve Account or any reserve account for Parity Debt, notwithstanding anything herein to the contrary, which account will be invested in non-callable Defeasance Obligations and used for the payment of interest on and principal of and redemption premiums, if any, on the Bonds and any Parity Debt and amounts required to be deposited into the Reserve Account or any reserve account for Parity Debt; or (ii) adopt a plan approved by an Independent Redevelopment Consultant which demonstrates the Agency’s continuing ability to pay debt service on the Bonds and any Parity Debt. In determining the amount to be deposited in escrow with the Trustee, the Agency will not take into account any actual or projected interest earnings on the amounts so deposited. The Agency agrees that the financial information provided to the Trustee in any such adopted plan will be included in each annual report provided pursuant to the Continuing Disclosure Certificate. Notwithstanding the foregoing covenant, if the limitation on the amount of taxes which can be allocated to the Agency pursuant to the Law and the Redevelopment Plan is invalidated (either by action of the legislature of the State of California or pursuant to a court finding or determination), neither the deposit of Pledged Tax Revenues attributable to the Project Area required by paragraph (i) nor the adoption of a plan as contemplated by paragraph (ii) above for the purpose of paying debt service and deposits into the Reserve Account for the Bonds and any Parity Debt, will be required. There is a question on the applicability of tax increment limits as to time and amounts established under redevelopment plans after the adoption of AB x1 26 and AB 1484. The matter remains subject to further guidance from the DOF, legislation and interpretation by the courts. See “RISK FACTORS—State Budget Issues” for a discussion of legislation proposed by the Governor that would clarify that former tax increment caps and plan limits do not apply for the purposes of paying approved enforceable obligations. The Fiscal Consultant has determined that the tax increment limits, if applicable to the Agency and the Project Area, will not negatively impact Agency’s ability to make debt service payments on Bonds. See APPENDIX G— “FISCAL CONSULTANT’S REPORT.” 48 Pass-Through Agreements The Prior Agency entered into various Pass-Through Agreements whereby portions of the taxes which would otherwise be allocated and paid to the Agency are paid to certain entities. Amounts paid under the PassThrough Agreements are not Pledged Tax Revenues, and therefore, are not pledged to secure the Loans. Butte County: Pursuant to this Pass-Through Agreement, Butte County receives its proportionate share of tax increment generated within the Project Area based on Butte County tax apportionment calculations. The County receives 9.05% of the gross tax increment generated in each Fiscal Year but in no event more than an amount equal to 9.05% of the tax increment for the Fiscal Year 2001-02. In addition, the County receives 14.08% of the gross tax increment revenues that are in excess of the tax increment revenues generated in Fiscal Year 2001-02. Feather River Recreation and Parks District: Pursuant to the Redevelopment Plan, as amended by Ordinance No. 1650 (the “Third Amendment”), the Feather River Recreation and Parks District receives its proportionate share of tax increment generated within the Project Area based on Butte County tax apportionment calculations. This District receives 4.3% of either the increment created from the lesser of the actual annual increase in assessed value or the increment created from 7.5% annual increase in assessed value, plus the accrued amount up to that year. Thompson Flat Cemetery District: Pursuant to the Third Amendment, the Thompson Flat Cemetery District receives its proportionate share of tax increment generated within the Project Area based on Butte County tax apportionment calculations. This District receives 0.031% of the gross tax increment revenues annually as of Fiscal Year 2014-15. Oroville Cemetery District: Pursuant to the Third Amendment, the Oroville Cemetery District receives its proportionate share of tax increment generated within the Project Area based on Butte County tax apportionment calculations. This District receives 1.126% of the gross tax increment revenues annually as of Fiscal Year 2014-15. Butte County Mosquito Abatement District: Pursuant to the Third Amendment, the Butte County Mosquito Abatement District receives its proportionate share of tax increment generated within the Project Area based on Butte County tax apportionment calculations. This District receives 0.266% of the gross tax increment revenues annually as of Fiscal Year 2014-15. Oroville Mosquito Abatement District: Pursuant to the Third Amendment, the Oroville Mosquito Abatement District receives its proportionate share of tax increment generated within the Project Area based on Butte County tax apportionment calculations. This District receives 0.774% of the gross tax increment revenues annually as of Fiscal Year 2014-15. Under the Dissolution Act, the Agency is no longer responsible for the payment of pass-through amounts under the Pass-Through Agreements. Instead, the Dissolution Act requires the County AuditorController to distribute from the Redevelopment Property Tax Trust Fund amounts required to be distributed under the Pass-Through Agreements to the taxing entities for each six-month period before amounts are distributed by the County Auditor-Controller from the Redevelopment Property Tax Trust Fund to the Agency’s Redevelopment Obligation Retirement Fund each January 2 and June 1. If, however, (a) the Agency determines and reports, no later than December 1 or May 1, as applicable (i.e., by May 1, 2015 with respect to the Recognized Obligation Payment Schedule for July 1, 2015 through December 31, 2015), that the total amount available to the Agency from the Redevelopment Property Tax Trust Fund allocation to the Agency’s Redevelopment Obligation Retirement Fund, from other funds transferred from the Prior Agency, and from funds that have or will become available through asset sales and all redevelopment operations, are insufficient to fund the payment of pass-through obligations, for Agency enforceable obligations listed on the Recognized Obligation Payment Schedule, and for the Agency’s administrative cost allowance, and (b) the State Controller 49 concurs that there are insufficient funds to pay required debt service, and (c) to the extent pass-through obligations are expressly subordinate, the Dissolution Act provides for certain adjustments to be made to the estimated distributions. The Pass-Through Agreements are not expressly subordinate to the Bonds; therefore, under Section 34183(a) of the Dissolution Act, the County Auditor-Controller will make payments under the Pass-Through Agreements prior to delivering RPTTF revenue to the Agency for payment of debt service on the Bonds. The definition of “Pledged Tax Revenues” in the Indenture reflects the seniority of the PassThrough Agreements and payments under the Pass-Through Agreements are deducted from the projections of Pledged Tax Revenues in this Official Statement. See “PLEDGED TAX REVENUES—Projected Taxable Valuation and Pledged Tax Revenues” and APPENDIX G—“FISCAL CONSULTANT’S REPORT.” Statutory Pass-Through Amounts Assembly Bill No. 1290, enacted on October 8, 1993 as Chapter 942, Statutes of 1993, and effective January 1, 1994, eliminated the statutory authority for negotiated pass-through agreements and provided a formula, pursuant to Sections 33607.5 and 33607.7 of the Redevelopment Law, for mandatory tax sharing applicable to projects adopted after January 1, 1994 or amended after that date to add territory or amend specified time or financial limits on the Prior Agency’s obligation to pay such Statutory Pass-Through Amounts was triggered by Ordinance No. 1650, which extended the time limit to incur debt and increased the bonded debt limit and the cumulative tax increment limit. Payments of Statutory Pass-Through Amounts began in Fiscal Year 2004-05. Statutory Pass-Through Amounts are only paid to the following taxing entities that do not receive payments pursuant to a Pass-Through Agreement: Oroville Elementary School District Thermalito Elementary School District Oroville Union High School District Butte County Superintendent of Schools Butte Community College District City of Oroville South Feather River Water and Power District Lake Oroville Public Utility District The formula for Statutory Pass-Through Amounts is described in Section 33607.5 of the Redevelopment Law and is, generally, as follows: 1. commencing in the first Fiscal Year after the limitation has been reached (or the amendment has been adopted in the case of a post January 1, 1994 plan amendment adding territory to the redevelopment plan), an amount equal to 25% of tax increment generated by the incremental increase of the current year assessed valuation over the assessed valuation in the Fiscal Year that the limitation had been reached, after the amount required to be deposited in the Low and Moderate Income Housing Fund has been deducted; 2. in addition to amounts payable as described in (a) above, commencing in the 11th Fiscal Year after the limitation has been reached (or the amendment has been adopted in the case of a post January 1, 1994 plan amendment adding territory to the redevelopment plan), an amount equal to 21% of tax increment generated by the incremental increase of the current year assessed valuation over the assessed valuation in the preceding 10th Fiscal Year that the limitation had been reached, after the amount required to be deposited in the Low and Moderate Income Housing Fund has been deducted; and 3. in addition to amounts payable, as described in (a) and (b) above, commencing in the 31st Fiscal Year after the limitation has been reached (or the amendment has been adopted in the case of a post January 1, 1994 plan amendment adding territory to the redevelopment plan), an amount equal to 14% of tax increment generated by the incremental increase of the current year assessed valuation over the assessed valuation in the preceding 30th Fiscal Year that the limitation had been reached, after the amount required to be deposited in the Low and Moderate Income Housing Fund has been deducted. 50 In addition, under the Redevelopment Law, the Statutory Pass-Through Amounts were paid after deducting the amount required to be deposited in the Low and Moderate-Income Housing Fund. The Dissolution Act preserves this calculation method, stating that the amount of pass-through payments computed for distribution by the County Auditor-Controller to the taxing entities, such as the Pass-Through Agreements or the Statutory Pass-Through Amounts, will be computed as though the requirement to set aside funds for the Low and Moderate Income Housing Fund were still in effect. Under the Dissolution Act, the Agency is no longer responsible for the payment of Statutory PassThrough Amounts. Instead, the Dissolution Act requires the County Auditor-Controller to distribute from the Redevelopment Property Tax Trust Fund amounts required to be distributed for Statutory Pass-Through Amounts to the taxing entities for each six-month period before amounts are distributed by the County Auditor-Controller from the Redevelopment Property Tax Trust Fund to the Agency’s Redevelopment Obligation Retirement Fund each January 2 and June 1. The Dissolution Act provides for a procedure by which the Agency may make Statutory Pass-Through Amounts subordinate to the Bonds; however, the Agency has determined not to undertake such procedure, and therefore, Statutory Pass-Through Amounts are senior to the Bonds. The definition of “Pledged Tax Revenues” in the Indenture reflects the seniority of the Statutory Pass-Through Amounts and Statutory PassThrough Amounts are deducted from the projections of Pledged Tax Revenues in this Official Statement. See “PLEDGED TAX REVENUES—Projected Taxable Valuation and Pledged Tax Revenues” and APPENDIX G—“FISCAL CONSULTANT’S REPORT.” Land Use The following table describes the land uses in the Project Area, including acreage, number of parcels and assessed values. Major land uses in the Project Area based on assessed value include residential (36.8%) and commercial (33.2%). 2014-15 Assessed Value (Net of Exemptions)(1) Land Use Category Acres(2) Parcels Secured Residential Commercial Miscellaneous Industrial Vacant Land Agriculture Natural Resource Public & Institutional(3) Utility Value Total Project Area 921 630 13 307 1,281 6 1 2,161 5,320 3,132 615 7 60 879 4 1 107 4,805 $ 345,190,790 311,203,661 2,978,549 81,620,360 48,447,094 103,462 6,021 2,152,591 $ 791,702,528 Unsecured Total % of Project Area 315,478 126,500,023 20,677,578 $ 147,493,079 $ 345,190,790 311,519,139 129,478,572 102,297,938 48,447,094 103,462 6,021 2,152,591 $ 939,195,607 36.8% 33.2 13.8 10.9 5.2 0.0 0.0 0.0 0.2 100.0% $ Notes: (1) Total Project Area assessed values are net of all exemptions except for homeowner exemptions. (2) Total acreage of assessable parcels; excludes right of way. (3) Includes multiple land uses (airport, golf course, government, churches, non-profits, etc.) with an assessed value of $0. Source: Butte County Assessment Roll for Fiscal Year 2014-15 and Rosenow Spevacek Group, Inc. 51 Largest Taxpayers The following table sets forth the ten largest taxpayers in the Project Area based on the Fiscal Year 2014-15 secured and unsecured property tax roll. Name 1. 2. 3. 4. 5. 6. 7. 8. 9. 10. 2014-15 Assessed Valuation Percent of Total Assessed Value(2) Percent of Incremental Assessed Value(3) 30,289,316 19,699,098 18,833,237 11,245,653 10,881,832 10,560,000 10,516,340 10,282,400 9,732,170 9,503,070 $ 141,543,116 3.2% 2.1 2.0 1.2 1.2 1.1 1.1 1.1 1.0 1.0 15.1% 4.1% 2.7 2.6 1.5 1.5 1.4 1.4 1.4 1.3 1.3 19.3% Primary Land Use (1) Pacific Coast Producers Oroville Plaza Shopping Center, LLC Graphic Packaging International, Inc. Roplast Industries, Inc. Oroville Medical Complex, LLC Currier Square Shopping Center, LLC Sierra Silica Resources Comcast of Northern California, Inc.(1) Farm Credit Leasing Federal Cartridge Company Total Top 10 Taxpayers: Industrial Commercial Unsecured – Possessory Interest Industrial Commercial – Hospital Industrial Unsecured – Possessory Interest Unsecured – Possessory Interest Unsecured – Possessory Interest Unsecured – Possessory Interest $ (1) Pending appeals on file. See “—Appeals” below. The total Project Area assessed value for Fiscal Year 2014-15 is $939,195,607. (3) The incremental assessed value in the Project Area for Fiscal Year 2014-15 is $732,635,135. Source: Butte County Auditor-Controller and Rosenow Spevacek Group, Inc. (2) Appeals As previously discussed under “PROPERTY TAXATION IN CALIFORNIA—Appeals of Assessed Values,” property owners may apply for a reduction of their property tax assessment by filing a written application, in form prescribed by the State Board of Equalization, with the appropriate county board of equalization or assessment appeals board. The County Clerk of the Board maintains assessment appeals applications and manages the appeals review and hearing process. According to the Clerk’s data, no base year appeals have been filed in the Project Area over the past five years, and 315 decline-in-value appeals have been filed over this same period. The number of appeals filed each year has dropped significantly from the highest levels in Fiscal Years 2010-11 and 2011-12 (94 and 99 appeals, respectively) to 16 appeals in the current year. Of the 315 appeals, 198 have been granted reductions while 93 were withdrawn or denied. The appeals granted reductions caused a 0.5 percent average annual reduction in assessed values over the past five years, excluding the current year where the majority of the appeals are still pending appeal. Applicants have seen less success in their appeals over time; while the average rate of reductions have been 12.6% of the applicants’ requests, the last three years have been well below this rate, with only 4.6% of the applicants’ reduction request granted in Fiscal Year 2013-14. The pending 24 appeals total an aggregate value of $68,824,386 of value that has been sought to be removed from the roll by the respective applicants. Fifteen (15) of these 24 appeals pertain to the current year and many of those are likely to be denied or withdrawn given past trends. Still, assuming the annual 12.6% success rate for all 24 appeals, the Fiscal Consultant estimates that as much as $8,526,235 (1.077%) of the Fiscal Year 2014-15 secured roll could be lost if these appeals are successful. See Figure 8 of the Fiscal Consultant’s Report attached hereto as Appendix G for a summary of these appeals and the Fiscal Consultant’s methodology for estimating potential impacts for pending appeals. 52 The Agency has no way of knowing the outcome of these appeals or their effect on the valuation in the Project Area. PLEDGED TAX REVENUES Pledged Tax Revenues (as described in the section “SECURITY FOR THE BONDS” herein) are to be deposited in the Redevelopment Obligation Retirement Fund, and thereafter transferred by the Agency to the Debt Service Fund, administered by the Trustee and applied to the payment of the principal of and interest on the Bonds. Schedule of Historical RPTTF Revenues From Fiscal Year 2009-10 through Fiscal Year 2014-15, actual tax increment and RPTTF revenues have slightly exceeded 100 percent of estimated collections, based on a 1 percent levy on the incremental assessed value. This does not factor in additional supplemental tax revenues collected. The following table shows the actual amount of tax increment collected by the County AuditorController over the last 5 years (including supplemental tax revenues). It also shows the amount of RPTTF actually available to fund Agency obligations after redevelopment dissolution was enacted on February 1, 2012, net of county administrative fees and pass-through payments, which are made directly by the AuditorController. Because the Prior Agency was dissolved in the middle of Fiscal Year 2011-12, the net RPTTF available to the Agency for that Fiscal Year only included tax revenues available for the second half of the year, not the total amount of tax increment distributed to the Prior Agency and the Agency in Fiscal Year 2011-12. Additionally, the amount of RPTTF actually distributed to the Agency in Fiscal Year 2012-13 is lower than other years because the City used cash balances to fund enforceable obligations from January 2012 through June 2013, as directed by DOF. Fiscal Year Ended 2011 2012 2013 2014 2015 Taxable Value Incremental Value Incremental Revenue(1) Actual Collections(2) Est. to Actual Net RPTTF Available RPTTF Distributed to Agency $951,241,498 933,970,007 921,657,406 919,760,979 939,195,607 $744,681,026 727,409,535 715,096,934 713,200,507 732,635,135 $7,446,810 7,274,095 7,150,969 7,132,005 7,326,351 $7,768,360 7,778,617 7,446,567 7,307,500 7,654,235 104.32% 106.94 104.13 102.46 104.48 n/a $2,946,131 5,724,724 5,374,887 5,729,598 n/a $2,565,836 125,000 2,296,502 1,902,163 (1) Incremental Revenue is estimated at 1.0% of Incremental Value. Actual collections provided by the County Auditor-Controller. May be higher or lower due to supplemental taxes and delinquencies. (3) Net RPTTF available for ROPS obligations after county administrative fees and pass-through payments are made by the County. Fiscal Year 2011-12 shows RPTTF distributed after the Prior Agency was dissolved on February 1, 2012, in the middle of the Fiscal Year. This figure does not include tax increment distributed to the Prior Agency during the first half of the Fiscal Year prior to dissolution. (4) Total RPTTF distributed to the Successor Agency for approved ROPS obligations. Oroville employed cash balances to pay for ROPS obligations in-lieu of receiving RPTTF from January 2012 through June 2013 pursuant to the Dissolution Act. Source: Butte County Auditor-Controller and Rosenow Spevacek Group, Inc. (2) Despite the recent decreases in assessed value, the Fiscal Consultant projects a 2.556% increase in Project Area secured assessed values in Fiscal Year 2015-16, followed by a 2.000% increase in such values annually thereafter. The basis for the Fiscal Consultant’s projections is described in APPENDIX G— “FISCAL CONSULTANT’S REPORT” and includes an analysis of historical Proposition 13 inflationary adjustments to secured assessed values, real property sales which occurred in Fiscal Year 2013-14, building 53 permits and anticipated new construction and reduced frequency of property reassessments based on a decline in assessed value. Projected Taxable Valuation and Pledged Tax Revenues The Agency has retained Rosenow Spevacek Group, Inc., of Santa Ana, California to provide projections of taxable valuation and Pledged Tax Revenues from developments in the Project Area. The Agency believes the assumptions (set forth in the footnotes below and APPENDIX G—“FISCAL CONSULTANT’S REPORT”) upon which the projections are based are reasonable; however, some assumptions may not materialize and unanticipated events and circumstances may occur (see “RISK FACTORS”). Therefore, the actual Pledged Tax Revenues received during the forecast period may vary from the projections and the variations may be material. The following table provides a summary of the projected taxable valuation and Pledged Tax Revenues, assuming no value growth. PROJECTION OF PLEDGED TAX REVENUES (No Growth) Fiscal Year Ended (June 30) Assessed Value 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 $ 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 939,195,607 Incremental Value(1) $ 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 732,635,135 Gross Tax Increment(2) County Admin. Fees(3) Pass Through Payments(4) $ 7,654,235 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 7,326,351 $(259,103) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) (248,004) $(1,665,534) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1,710,906) (1) Pledged Tax Revenues(5) $5,729,598 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 Value over base year value of $206,560,472. Fiscal Year 2014-15 values are based on actual collections, including supplemental tax revenues. Future year projections do not include supplemental tax revenues. Commencing with Fiscal Year 2015-16, based on projected 0% annual assessed valuation growth over Fiscal Year 2014-15 actual assessed valuation and projected 0% assessed valuation growth annually thereafter. (3) County estimated administration charges based on 3.39% of gross tax increment. (4) Includes Pass Through Agreements and Statutory Pass Through Amounts. See “THE PROJECT AREA—Pass-Through Agreements” and “—Statutory Pass-Through Amounts.” (5) Based on Gross Tax Increment, less Pass-Through Agreements, Statutory Pass Through Amounts, and County Admin. Fees. Source: Butte County Auditor-Controller and Rosenow Spevacek Group, Inc. (2) 54 The following table provides a summary of the projected taxable valuation and Pledged Tax Revenues, assuming 2% value growth. PROJECTION OF PLEDGED TAX REVENUES (2% Growth) Fiscal Year Ended (June 30) Assessed Value Incremental Value(1) Gross Tax Increment(2) County Admin. Fees(3) Pass Through Payments(4) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 $ 939,195,607 959,431,317 975,670,082 992,233,622 1,009,128,433 1,026,361,140 1,043,938,501 1,061,867,409 1,080,154,896 1,098,808,132 1,117,834,433 1,137,241,261 1,157,036,224 1,177,227,087 1,197,821,767 1,218,828,341 1,240,255,046 1,262,110,286 1,284,402,630 1,307,140,821 732,635,135 752,870,845 769,109,610 785,673,150 802,567,961 819,800,668 837,378,029 855,306,937 873,594,424 892,247,660 911,273,961 930,680,789 950,475,752 970,666,615 991,261,295 1,012,267,869 1,033,694,574 1,055,549,814 1,077,842,158 1,100,580,349 $ 7,654,235 7,427,530 7,609,902 7,773,914 7,941,206 8,111,843 8,285,893 8,463,425 8,644,507 8,829,210 9,017,608 9,209,774 9,405,783 9,605,712 9,809,640 10,017,646 10,229,812 10,446,222 10,666,960 10,892,113 $(259,103) (251,429) (257,603) (263,155) (268,818) (274,594) (280,486) (286,495) (292,625) (298,877) (305,255) (311,760) (318,395) (325,163) (332,066) (339,107) (346,289) (353,615) (361,087) (368,709) $(1,665,534) (1,759,549) (1,847,226) (1,926,076) (2,006,502) (2,088,538) (2,172,214) (2,257,563) (2,344,620) (2,433,417) (2,523,991) (2,616,376) (2,710,609) (2,806,726) (2,904,766) (3,004,767) (3,106,767) (3,210,808) (3,316,929) (3,425,173) (1) Pledged Tax Revenues(5) $5,729,598 5,416,552 5,505,074 5,584,684 5,665,886 5,748,712 5,833,194 5,919,366 6,007,262 6,096,916 6,188,362 6,281,638 6,376,779 6,473,823 6,572,807 6,673,772 6,776,756 6,881,799 6,988,943 7,098,231 Value over base year value of $206,560,472. Fiscal Year 2014-15 values are based on actual collections, including supplemental tax revenues. Future year projections do not include supplemental tax revenues. Commencing with Fiscal Year 2015-16, based on projected 2% annual assessed valuation growth over Fiscal Year 2014-15 actual assessed valuation and projected 2% assessed valuation growth annually thereafter. (3) County estimated administration charges based on 3.39% of gross tax increment. (4) Includes Pass Through Agreements and Statutory Pass Through Amounts. See “THE PROJECT AREA—Pass-Through Agreements” and “—Statutory Pass-Through Amounts.” (5) Based on Gross Tax Increment, less Pass-Through Agreements, Statutory Pass Through Amounts, and County Admin. Fees. Source: Butte County Auditor-Controller and Rosenow Spevacek Group, Inc. (2) 55 Projected Annual Debt Service Set forth below is the annual debt service on the Bonds. Oroville Redevelopment Project No. 1 Annual Debt Service 2015A Bonds Principal 2015A Bonds Interest 555,000.00 645,000.00 920,000.00 955,000.00 985,000.00 1,030,000.00 1,080,000.00 1,135,000.00 1,190,000.00 1,250,000.00 1,315,000.00 1,375,000.00 1,415,000.00 1,460,000.00 1,505,000.00 300,000.00 1,265,000.00 $ 18,380,000.00 $ 312,514.50 699,943.76 680,593.76 652,993.76 614,793.76 575,393.76 523,893.76 469,893.76 413,143.76 353,643.76 291,143.76 225,393.76 184,143.76 141,693.76 97,893.76 50,862.50 41,112.50 $ 6,329,052.14 Maturity Date (September 15) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 Total $ Total 2015A Bonds Debt Service $ 867,514.50 1,344,943.76 1,600,593.76 1,607,993.76 1,599,793.76 1,605,393.76 1,603,893.76 1,604,893.76 1,603,143.76 1,603,643.76 1,606,143.76 1,600,393.76 1,599,143.76 1,601,693.76 1,602,893.76 350,862.50 1,306,112.50 $24,709,052.14 56 2015B Bonds Principal 2015B Bonds Principal Total 2015B Bonds Debt Service $ 295,000.00 230,000.00 $ 1,853.47 2,185.00 $ 296,853.47 232,185.00 $ 525,000.00 $ 4,038.47 $ 529,038.47 Total Bonds Debt Service $ 1,164,367.97 1,577,128.76 1,600,593.76 1,607,993.76 1,599,793.76 1,605,393.76 1,603,893.76 1,604,893.76 1,603,143.76 1,603,643.76 1,606,143.76 1,600,393.76 1,599,143.76 1,601,693.76 1,602,893.76 350,862.50 1,306,112.50 $ 25,238,090.61 Debt Service Coverage Set forth below is the estimated debt service coverage of the Bonds using no growth Fiscal Year 2015-16 Pledged Tax Revenues through maturity. ESTIMATED DEBT SERVICE COVERAGE (No Growth) Bond Year Ending (September 15) No Growth Pledged Tax Revenues(2) Combined Bonds Debt Service 2015(1) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 $2,634,119 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 5,367,441 $1,164,368 1,577,129 1,600,594 1,607,994 1,599,794 1,605,394 1,603,894 1,604,894 1,603,144 1,603,644 1,606,144 1,600,394 1,599,144 1,601,694 1,602,894 350,863 1,306,113 (1) Debt Service Coverage(3) 2.26 3.40 3.35 3.34 3.36 3.34 3.35 3.34 3.35 3.35 3.34 3.35 3.36 3.35 3.35 15.30 4.11 The first principal and interest payment on the Bonds is due in September 2015. Pledged Tax Revenues for the Bond Year ending September 15, 2015 are based on Pledged Tax Revenues distributed in June 2015, for expenditure during the January to June 2015 ROPS period; subsequent years are based on Pledged Tax Revenues for the entire bond year, including the Redevelopment Property Tax Trust Fund distributions on January 1 and June 1 of each year. Pledged Tax Revenues for Bond Year ending September 15, 2015 reflect the deduction of a County Administrative Fee from the June 2015 Redevelopment Property Tax Trust Fund distribution, based on a 0% growth projection in Fiscal Year 2014-15 assessed valuation and gross tax increment. (2) Adjusted to reflect Pledged Tax Revenues received each Bond year ending September 15. Based on projected 0% annual assessed valuation growth. (3) Excess coverage amounts are not available to the Agency unless for approved administrative amounts or other approved enforceable obligations. See “RISK FACTORS—Recognized Obligation Payment Schedule.” Source: Rosenow Spevacek Group, Inc. and Southwest Securities, Inc. 57 Set forth below is the estimated debt service coverage of the Bonds using a 2% annual growth scenario for Fiscal Year 2015-16 Pledged Tax Revenues through maturity. ESTIMATED DEBT SERVICE COVERAGE (2% Growth) Bond Year Ending (September 15) Pledged Tax Revenues(2) Combined Bonds Debt Service 2015(1) 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 $2,631,722 5,464,767 5,543,347 5,623,722 5,705,705 5,789,327 5,874,622 5,961,623 6,050,364 6,140,879 6,233,205 6,327,377 6,423,433 6,521,410 6,621,347 6,723,282 6,827,256 $1,164,368 1,577,129 1,600,594 1,607,994 1,599,794 1,605,394 1,603,894 1,604,894 1,603,144 1,603,644 1,606,144 1,600,394 1,599,144 1,601,694 1,602,894 350,863 1,306,113 Debt Service Coverage(3) 2.26 3.47 3.46 3.50 3.57 3.61 3.66 3.71 3.77 3.83 3.88 3.95 4.02 4.07 4.13 19.16 5.23 (1) The first principal and interest payment on the Bonds is due in September 2015. Pledged Tax Revenues for the Bond Year ending September 15, 2015 are based on Pledged Tax Revenues distributed in June 2015, for expenditure during the January to June 2015 ROPS period; subsequent years are based on Pledged Tax Revenues for the entire bond year, including the Redevelopment Property Tax Trust Fund distributions on January 1 and June 1 of each year. Pledged Tax Revenues for Bond Year ending September 15, 2015 reflect the deduction of a County Administrative Fee from the June 2015 Redevelopment Property Tax Trust Fund distribution, based on a 2% growth projection in Fiscal Year 2014-15 assessed valuation and gross tax increment. (2) Adjusted to reflect Pledged Tax Revenues received each Bond year ending September 15. Based on 2% projected annual assessed valuation growth generating Pledged Tax Revenues distributed by bond year (January and June). (3) Excess coverage amounts are not available to the Agency unless for approved administrative amounts or other approved enforceable obligations. See “RISK FACTORS—Recognized Obligation Payment Schedule.” Source: Rosenow Spevacek Group, Inc. and Southwest Securities, Inc. CONCLUDING INFORMATION Underwriting The 2015A Bonds have been sold at a net interest rate of 3.022%. The original purchase price (including the net reoffering premium in the amount of $1,430,854.60 and less an underwriter’s discount of $170,015.00) to be paid for the 2015A Bonds is $19,640,839.60. The 2015B Bonds have been sold at a net interest rate of 1.938%. The original purchase price (less an underwriter’s discount of $4,856.25) to be paid for the 2015B Bonds is $520,143.75. The Underwriter intends to offer the Bonds to the public initially at the respective yields set forth on the inside cover page of this Official Statement, which yields may subsequently change without any requirement of prior notice. The Underwriter reserves the right to join with dealers and other underwriters in offering the Bonds to the public. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) at prices lower than the public offering prices, and such dealers may reallow any such discounts on sales to other dealers. 58 Financial Advisor NHA Advisors LLC, San Rafael, California (the “Financial Advisor”) has assisted the Agency in matters relating to the planning, structuring, and sale of the Bonds and the preparation of this Official Statement, and has provided general financial advisory services to the Agency with respect to the sale of the Bonds. The Financial Advisor provides financial advisory services only and does not engage in the underwriting, marketing, or trading of municipal securities or other negotiable instruments. The payment of fees of the Financial Advisor is contingent upon the closing of the Certificates transaction. Legal Opinions The opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel (“Bond Counsel”), approving the validity of the Bonds and stating that interest on the 2015A Bonds is excluded from gross income for federal income tax purposes and such interest is also exempt from personal income taxes of the State of California under present State income tax laws, will be furnished to the purchaser at the time of delivery of the 2015A Bonds at the expense of the Agency. The opinion of Bond Counsel approving the validity of the 2015B Bonds and stating that interest on the 2015B Bonds is exempt from personal income taxes of the State of California under present State income tax laws, will be furnished to the purchaser at the time of delivery of the Bonds at the expense of the Agency. Compensation for Bond Counsel’s services is entirely contingent upon the sale and delivery of the Bonds. Copies of the proposed forms of Bond Counsel’s final approving opinions with respect to the Bonds are attached hereto as Appendix C. The legal opinions are only as to legality and is not intended to be nor is it to be interpreted or relied upon as a disclosure document or an express or implied recommendation as to the investment quality of the Bonds. In addition, certain legal matters will be passed on for the Agency by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel and for the Underwriter by Jones Hall, A Professional Corporation, San Francisco, California. Tax Exemption In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the 2015A Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest on the 2015A Bonds and the 2015B Bonds is exempt from State of California personal income tax. Bond Counsel notes that, with respect to corporations, interest on the 2015A Bonds may be included as an adjustment in the calculation of alternative minimum taxable income which may affect the alternative minimum tax liability of such corporations. Bond Counsel’s opinion as to the exclusion from gross income for federal income tax purposes of interest on the 2015A Bonds is based upon certain representations of fact and certifications made by the City, the Agency and others and is subject to the condition that the City and the Agency comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to the delivery of the 2015A Bonds to assure that interest on the 2015A Bonds will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements might cause interest on the 2015A Bonds to be included in gross income for federal income tax purposes retroactive to the date of delivery of the 2015A Bonds. The Agency has covenanted to comply with all such requirements. Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or not 59 taken) or events occurring after the date of delivery of the 2015A Bonds may affect the tax status of the interest on the 2015A Bonds. Bond Counsel’s opinion may be affected by action taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions taken or events are taken or do occur. Although Bond Counsel has rendered an opinion that interest on the 2015A Bonds is excluded from gross income for income tax purposes provided that the Agency continues to comply with certain requirements of the Code, the ownership of and the accrual or receipt of interest with respect to the Bonds may otherwise affect the tax liability of the recipient. Bond Counsel expresses no opinion regarding any such consequences. Accordingly, all potential purchasers should consult their tax advisors before purchasing any of the Bonds. No Litigation There is no action, suit or proceeding known to the Agency to be pending and notice of which has been served upon and received by the Agency, or threatened, restraining or enjoining the execution or delivery of the Bonds or the Indenture or in any way contesting or affecting the validity of the foregoing or any proceedings of the Agency taken with respect to any of the foregoing. Legality for Investment in California The Redevelopment Law provides that obligations authorized and issued under the Redevelopment Law will be legal investments for all banks, trust companies and savings banks, insurance companies, and various other financial institutions, as well as for trust funds. The Bonds are also authorized security for public deposits under the Redevelopment Law. The Superintendent of Banks of the State of California has previously ruled that obligations of a redevelopment agency are eligible for savings bank investment in California. Ratings In connection with the issuance and delivery of the Insured Bonds, S&P is expected to assign its municipal rating of “AA” to the Insured Bonds with the understanding that upon delivery of the Insured Bonds, a policy insuring the payment when due of the principal of and interest on the Insured Bonds will be issued by AGM. Standard & Poor’s has assigned their underlying and uninsured municipal rating of “A+” the 2015A Bonds and the 2015B Bonds. These ratings reflect the view of Standard & Poor’s as to the credit quality of the Bonds. The ratings reflect only the view of Standard & Poor’s, and explanation of the significance of the ratings may be obtained from Standard & Poor’s Ratings Group, 55 Water Street, New York, New York 10041 (212) 512-3108. There is no assurance that the ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by Standard & Poor’s, if in the judgment of Standard & Poor’s, circumstances so warrant. Any such downward revision or withdrawal of the ratings may have an adverse effect on the marketability or market price of the Bonds. Continuing Disclosure The Agency has covenanted in a Continuing Disclosure Certificate (the “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 Agency by nine months following the end of the Agency’s Fiscal Year (currently its Fiscal Year ends on June 30) (the “Annual Report”), commencing with the report for Fiscal Year ending June 30, 2015, and to provide notices of the occurrence of certain enumerated events. 60 The Annual Report and the notices of enumerated events will be filed by the Agency with the Municipal Securities Rulemaking Board’s Electronic Municipal Market Access System for municipal securities disclosures, maintained on the Internet at http://emma.msrb.org/. The specific nature of the information to be contained in the Annual Report and the notices of enumerated events are set forth in Appendix E. 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 (“Rule 15c2-12”). The City and its related governmental entities, specifically those entities (such as the Prior Agency and the Agency) for whom City staff is responsible for undertaking compliance with continuing disclosure undertaking, have previously entered into numerous disclosure undertakings under Rule 15c2-12 in connection with the issuance of long-term obligations. In the last five years, the Prior Agency, prior to its dissolution, and thereafter the Agency, did on occasion fail to comply in certain material respects with their previous continuing disclosure undertakings pursuant to Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934, including, but not limited to, the failure to file or to timely file complete annual reports and other financial information for some of the Prior Agency’s outstanding debt obligations and the failure to file notices of certain enumerated events including insurer ratings changes and changes to the underlying ratings for the Refunded Obligations. However, the Agency has brought itself current with respect to its past filings and has posted the current ratings on all its outstanding debt obligations. The Agency has also taken steps in order to ensure future timely compliance with all of its outstanding continuing disclosure obligations. Pursuant to the Continuing Disclosure Certificate, Rosenow Spevacek Group Inc. will act as Dissemination Agent and file the annual reports and notices related to the Bonds with the MSRB through EMMA. Miscellaneous All of the preceding summaries of the Indenture, the Bond Law, the Dissolution Act, the Redevelopment Law, other applicable legislation, the Redevelopment Plan for the Project Area, agreements and other documents are made subject to the provisions of such documents respectively and do not purport to be complete statements of any or all of such provisions. Reference is hereby made to such documents on file with the Agency for further information in connection therewith. This Official Statement does not constitute a contract with the purchasers of the Bonds. Any statements made in this Official Statement involving matters of opinion or estimates, whether or not so expressly stated, are set forth as such and not as representations of fact, and no representation is made that any of the estimates will be realized. 61 The execution and delivery of this Official Statement by its Acting Executive Director has been duly authorized by the Agency. SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY By: 62 /s/ Don Rust Acting Executive Director APPENDIX A CITY OF OROVILLE GENERAL INFORMATION General The City of Oroville (the “City”) is located on California Highway 70, in the foothills of the Sierra Nevada Mountains, 68 miles north of Sacramento and 155 miles northeast of San Francisco in Butte County (the “County”). The City was incorporated as a city in 1906. The City operates as a charter city with a council-administrator form of government. The City Council consists of six members elected at large for fouryear overlapping terms. The Mayor is elected at-large for a four-year term. The City Administrator is appointed by the City Council. CITY FINANCIAL DATA The Bonds are not a debt of the City. The following City financial data are included only for the purpose of providing general information. Assessed Valuations The assessment and collection of taxes is the responsibility of Butte County. City taxes are collected at the same time and on the same tax rolls as are County, school district and special district taxes. Assessed valuations are the same for both City and County taxing purposes. California law exempts $7,000 of the full cash value of an owner-occupied dwelling, but this exemption does not result in any loss of revenue to local agencies since an amount equivalent to the taxes which would have been payable on such exempt values is paid by the State. The following table summarizes the taxable valuation of the City by tax roll for the last ten Fiscal Years. CITY OF OROVILLE ASSESSED AND ESTIMATED ACTUAL VALUES OF TAXABLE PROPERTY(1) (Amounts Expressed In Thousands) Fiscal Year Secured Roll Unsecured Roll 2014-15 2013-14 2012-13 2011-12 2010-11 $914,062,374 902,047,042 896,944,962 909,112,674 939,316,971 $148,183,992 140,852,925 126,903,918 134,463,004 124,340,544 Utility $2,179,033 1,200,189 1,200,189 1,200,189 1,200,189 (1) Total Percentage Increase (Decrease) $1,064,425,399 1,044,100,156 1,025,049,069 1,044,775,867 1,064,857,704 1.9% 1.9 -1.9 -1.9 - All valuations shown are “full cash value,” before deduction of State-reimbursed exemptions. Includes redevelopment increment valuation. Source: Rosenow Spevacek Group, Inc. A-1 GENERAL INFORMATION Description The City of Oroville is located on California Highway 70, in the foothills of the Sierra Nevada mountains, 68 miles north of Sacramento. It is the major trade, recreational and commerce center for a large portion of Butte County. Oroville was founded as a gold mining camp in the late 1840’s. The City was incorporated in 1906. Agriculture and light industry have characterized the City throughout its history. The City covers an area of approximately 13.1 square miles. There are approximately 15,980 inhabitants. The climate is seasonal with an average minimum temperature of 45 degrees, an average maximum temperature of 80 degrees and an average rainfall of 27.34 inches. Municipal Government The City operates as a charter city with a council-administrator form of government. The City Council consists of six members elected at large for four year overlapping terms. The Mayor is elected at large for a four year term. The City Administrator is appointed by the Council and is responsible for implementation of Council policies and for day-to-day operation of the City. Services provided by the City include: police protection, fire protection, building code enforcement, public works, park maintenance, planning and community development. A full-time staff of 77 classified (authorized) and 14 exempt (authorized) employees carry out the functions of municipal government. City employees are represented by 5 labor relations bargaining units. Population The population of the City grew from 13,631 in 2004 to 15,980 in 2014, according to figures of the California State Department of Finance. This represents a 17.2% increase in population over the decade. Over the same time period the population of Butte County increased by 5.2%, from 211,419 to 222,316. The following table shows the population estimates in the City of Oroville, County of Butte and the state of California for years 2004 through 2014. POPULATION ESTIMATES City of Oroville, County of Butte and State of California 2004-2014 Year(1) City of Oroville 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 13,631 13,762 13,961 14,998 15,063 15,377 15,529 15,512 15,493 15,953 15,980 County of Butte 211,419 212,955 214,690 216,401 217,801 218,887 219,967 220,465 220,252 221,127 222,316 (1) State of California 35,570,847 35,869,173 36,116,202 36,399,676 36,704,375 36,966,713 37,253,956 37,427,946 37,668,804 37,984,138 38,340,074 January 1 data. Source: State of California, Department of Finance, E-4 Population Estimates for Cities, Counties and State, 2001-2010, with 2000 & 2010 Census Counts, Sacramento, California, November 2012 and E-4 Population Estimates for Cities, Counties and State, 2011-2014, with 2010 Benchmark, Sacramento, California, May 2014. A-2 Construction In addition to annual building permit valuations, the numbers of permits for new dwelling units issued each year from 2009 through 2013 are shown in the following tables for the City. BUILDING PERMIT VALUATIONS City of Oroville 2011-2013 2011 Valuation ($000’s) Residential Non-Residential Total $8,034 5,512 $13,546 Units Single Family Multiple Family Total 1 51 52 2012 2013 $ 775 8,812 $9,587 0 0 0 $7,526 7,817 $15,343 7 49 56 Note: Totals may not add to sum because of rounding. Source: Construction Industry Research Board. Industry and Employment Government, medical, retail and food processing are major sectors of employment in the City. The following table sets forth the principal employers located in the City. LARGEST EMPLOYERS City of Oroville 2014 Employer Number Employed County of Butte Oroville Medical Complex Pacific Coast Producers Wal Mart Stores, Inc, Graphic Packaging International Ammunition Accessories Roplast Industries, Inc. Home Depot USA City of Oroville Currier Square Spe LLC Marshalls 2,395 1,292 1,181 297 246 163 135 120 100 98 40 Source: City of Oroville ‘Comprehensive Annual Financial Report’ for the year ending June 30, 2014. A-3 Percentage of Total Employment 28.2% 15.2 19.9 3.5 2.9 1.9 1.6 1.4 1.2 1.2 0.5 The following table summarizes the labor force, employment and unemployment figures over the past five years for the City, County and State. CIVILIAN LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT RATE City of Oroville, County of Butte and the State of California 2009-2013(1) Year and Area Labor Force Employment(2) Unemployment(3) Unemployment Rate(4) 2009 City of Oroville Butte County State of California 5,500 103,900 18,220,100 4,600 90,800 16,155,000 1,000 13,000 2,065,100 17.5% 12.5 11.3 2010 City of Oroville Butte County State of California 5,600 104,600 18,336,300 4,500 90,100 16,068,400 1,100 14,400 2,267,900 19.1 13.8 12.4 2011 City of Oroville Butte County State of California 5,500 102,500 18,417,900 4,500 88,600 16,249,600 1,000 13,900 2,168,300 18.8 13.6 11.8 2012 City of Oroville Butte County State of California 5,500 102,900 18,519,000 4,600 90,600 16,589,700 900 12,300 1,929,300 16.8 12.0 10.4 2013 City of Oroville Butte County State of California 5,500 103,700 18,596,800 4,700 93,300 16,933,300 800 10,400 1,663,500 14.2 10.0 8.9 (1) Data is based on annual averages, unless otherwise specified, and is not seasonally adjusted. Includes persons involved in labor-management trade disputes. (3) Includes all persons without jobs who are actively seeking work. (4) The unemployment rate is computed from un-rounded data; therefore, it may differ from rates computed from rounded figures in this table. Source: U.S. Department of Labor – Bureau of Labor Statistics, California Employment Development Department. March 2013 Benchmark. (2) A-4 The following table summarizes the average annual industry employment in the County from 2009 through 2013. LABOR FORCE AND INDUSTRY EMPLOYMENT ANNUAL AVERAGES Chico MSA (Butte County) 2009-2013 Type of Employment Total Farm Mining, Logging and Construction Manufacturing Transportation, Warehousing & Utilities Wholesale Trade Retail Trade Information Financial Activities Professional and Business Services Education and Health Services Leisure and Hospitality Other Services Government Total 2009 2010 2011 2012 2013 2,700 2,600 3,600 1,800 1,800 9,300 1,100 3,100 4,800 15,000 7,300 3,500 17,300 73,700 2,800 2,400 3,700 1,600 1,700 9,400 1,000 3,100 4,900 15,100 7,100 3,600 16,900 73,300 2,700 2,300 3,700 48,500 1,800 9,200 1,100 3,000 5,100 14,800 7,200 3,700 15,700 71,800 2,800 2,400 3,900 53,000 1,800 9,500 1,100 2,800 5,700 15,200 7,400 3,700 15,200 73,600 2,900 2,800 4,000 54,600 1,700 9,700 1,000 2,800 6,200 16,800 7,800 3,700 15,500 77,000 Note: Items may not add to total due to independent rounding. Source: California Employment Development Department, Labor Market Information Division. March 2013 Benchmark. A-5 Commerce The City serves as a major commercial and marketing center for a large portion of Butte County. A summary of taxable sales within the City for years 2007 through 2013 are shown in the following tables. CITY OF OROVILLE TAXABLE TRANSACTIONS (Taxable Transactions in Thousands of Dollars) 2007 – 2013(1) Year 2007 2008 2009 2010 2011 2012 2013(1) Number of Outlets Taxable Transactions 695 702 646 649 665 682 693 322,945 318,492 279,280 288,191 314,221 321,069 251,595 (1) Through third quarter. Source: State Board of Equalization Transportation The City is located on California Highway 70, which intersects with U.S. Highway 99 five miles west of the City. U.S. Highway 99 is a principal north-south transportation artery in northern California. The City is served by Union Pacific for rail transportation and Greyhound for bus service. Seven major truck companies serve the City with overnight deliveries to Sacramento, Reno, San Francisco and Los Angeles. Utilities Electricity and natural gas is supplied by Pacific Gas and Electric Company. Sewer service is provided by the Oroville Regional Sewer Commission and water is supplied by three service providers depending upon the area of the City; California Water Service Company; South Feather Power & Water; and Thermalito Irrigation District. Telephone service is provided by AT&T. Community Services The City is adjacent to the Lake Oroville State Recreation Area. Lake Oroville, with 15,000 surface acres and 167 miles of shoreline, offers year-round trout and bass fishing, boating, water skiing and camping. There are two colleges within 25 miles of the City. There is a 153 bed hospital located in the City. A-6 APPENDIX B DEFINITIONS The following are definitions of certain terms contained in the Indentures and used in this Official Statement. “Act” means Article 11 (commencing with Section 53580) of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code. “Annual Debt Service” means, for any Bond Year, the principal and interest payable on the Outstanding Bonds in such Bond Year. “Bond Counsel” means Stradling Yocca Carlson & Rauth, a Professional Corporation, an attorney or firm of attorneys acceptable to the Successor Agency of nationally recognized standing in matters pertaining to the federal tax exemption of interest on bonds issued by states and political subdivisions. “Bond” or “Bonds” means the Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015, authorized by and at any time Outstanding pursuant to the Indenture. “Bond Year” means the twelve (12) month period commencing on September 16 of each year, provided that the first Bond Year shall extend from the Delivery Date to September l5, 2015. “Bondowner” or “Owner,” or any similar term, means any person who shall be the registered owner or his duly authorized attorney, trustee or representative of any Outstanding Bond. “Business Day” means any day other than (i) a Saturday or Sunday or legal holiday or a day on which banking institutions in the city in which the corporate trust office of the Trustee is located are authorized to close, or (ii) a day on which the New York Stock Exchange is closed. “Certificate” or “Certificate of the Successor Agency” means a Written Certificate of the Successor Agency. “Chair” means the chair of the Successor Agency or other duly appointed officer of the Successor Agency authorized by the Successor Agency by resolution or bylaw to perform the functions of the chair in the event of the chair’s absence or disqualification. “City” means the City of Oroville, State of California. “Code” means the Internal Revenue Code of 1986, as amended, and any regulations, rulings, judicial decisions, and notices, announcements, and other releases of the United States Treasury Department or Internal Revenue Service interpreting and construing it. “Computation Year” means, with respect to the Bonds, the period beginning on the Delivery Date and ending on September 15, 2015, and each 12-month period ending on September 15 thereafter until there are no longer any Bonds Outstanding. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed and delivered by the Successor Agency, dated the Delivery Date as originally executed and as it may be amended from time to time in accordance with the terms thereof. “Costs of Issuance” means the costs and expenses incurred in connection with the issuance and sale of the Bonds including the initial fees and expenses of the Trustee, rating agency fees, legal fees and expenses, costs of printing the Bonds and Official Statement, fees of financial consultants and other fees and expenses set forth in a Written Certificate of the Successor Agency. B-1 “Costs of Issuance Fund” means the trust fund established in the Indenture. “County” means the County of Butte, California. “Debt Service Fund” means that trust fund established in the Indenture. “Defeasance Securities” means: 1. Cash 2. Obligations of, or obligations guaranteed as to principal and interest by, the U.S. or any agency or instrumentality thereof, when such obligations are backed by the full faith and credit of the U.S. including: • U.S. treasury obligations • All direct or fully guaranteed obligations • Farmers Home Administration • General Services Administration • Guaranteed Title XI financing • Government National Mortgage Association (GNMA) • State and Local Government Series 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). “Delivery Date” means the date on which the Bonds are delivered to the initial purchaser thereof. “Dissolution Act” means Parts 1.8 (commencing with Section 34161) and 1.85 (commencing with Section 34170) of Division 24 of the Health and Safety Code of the State of California. “DOF” means the California Department of Finance. “DTC” means The Depository Trust Company, New York, New York, and its successors and assigns. “Fiscal Year” means any twelve (12) month period beginning on July 1st and ending on the next following June 30th. “Fund or Account” means any of the funds or accounts referred to in the Indenture. “Indenture” means the Indenture of Trust dated as of April 1, 2015, between the Successor Agency and MUFG Union Bank, N.A., as trustee, approved by Resolution No. SA 14-09, adopted by the Successor Agency on December 16, 2014, and Resolution No. 07-14, adopted by the Oversight Board on December 17, 2014, authorizing the issuance of the Bonds. “Independent Financial Consultant” “Independent Engineer” “Independent Certified Public Accountant” or “Independent Redevelopment Consultant” means any individual or firm engaged in the profession involved, appointed by the Successor Agency, and who, or each of whom, has a favorable reputation in the field in which his/her opinion or certificate will be given, and: B-2 (1) is in fact independent and not under domination of the Successor Agency; (2) does not have any substantial interest, direct or indirect, with the Successor Agency, other than as original purchaser of the Bonds; and (3) is not connected with the Successor Agency as an officer or employee of the Successor Agency, but who may be regularly retained to make reports to the Successor Agency. “Insurance Policy” or “Policy” the insurance policy issued by the Insurer guaranteeing the scheduled payment of principal of and interest on the Bonds when due. “Insured Bonds” means the 2015A Bonds maturing on September 15 in the years 2018 through 2031, inclusive, and all of the 2015B Bonds. “Insurer” means Assured Guaranty Municipal Corp., a New York stock insurance company, or any successor thereto or assignee thereof. “Interest Account” means the account by that name referenced in the Indenture. “Interest Payment Date” means March 15 and September 15, commencing September 15, 2015 so long as any of the Bonds remain Outstanding under the Indenture. “Law” means the Community Redevelopment Law of the State of California as cited in the recitals in the Indenture. “Maximum Annual Debt Service” means the largest of the sums obtained for any Bond Year after the computation is made, by totaling the following for each such Bond Year: (1) The principal amount of all Bonds and Parity Bonds, if any, and the amount of any sinking account payments payable in such Bond Year; and (2) The interest which would be due during such Bond Year on the aggregate principal amount of Bonds and Parity Bonds which would be outstanding in such Bond Year if the Bonds and Parity Bonds outstanding on the date of such computation were to mature or be redeemed in accordance with the maturity schedules for the Bonds and Parity Bonds. At the time and for the purpose of making such computation, the amount of term Bonds and term Parity Bonds already retired in advance of the above-mentioned schedules shall be deducted pro rata from the remaining amounts thereon. “Opinion of Counsel” means a written opinion of an attorney or firm of attorneys of favorable reputation in the field of municipal bond law. Any opinion of such counsel may be based upon, insofar as it is related to factual matters, information which is in the possession of the Successor Agency as shown by a certificate or opinion of, or representation by, an officer or officers of the Successor Agency, unless such counsel knows, or in the exercise of reasonable care should have known, that the certificate, opinion or representation with respect to the matters upon which his or her opinion may be based, as aforesaid, is erroneous. “Outstanding” means, when used as of any particular time with reference to Bonds, subject to the provisions of the Indenture, all Bonds theretofore issued and authenticated under the Indenture except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds paid or deemed to have been paid; and (c) Bonds in lieu of or in substitution for which other Bonds shall have been authorized, executed, issued and authenticated pursuant to the Indenture. B-3 “Oversight Board” means the oversight board duly constituted from time to time pursuant to Section 34179 of the Dissolution Act. “Parity Bonds” means any additional tax allocation bonds (including, without limitation, bonds, notes, interim certificates, debentures or other obligations) issued by the Successor Agency as permitted by the Indenture. “Pass-Through Agreements” means the agreements entered into prior to the date of the Indenture pursuant to Section 33401 of the Health and Safety Code with the County of Butte, Oroville Cemetery District, Thompson Flat Cemetery District, Butte Mosquito Abatement District, Oroville Mosquito Abatement District and Feather River Recreation and Park District. “Permitted Investments” means: (a) For all purposes, including defeasance investments in refunding escrow accounts. (1) (b) Defeasance Securities For all purposes other than defeasance investments in refunding escrow accounts. (1) Obligations of any of the following federal agencies which obligations represent the full faith and credit of the United States of America, including: • Export-Import Bank • Rural Economic Community Development Administration • U.S. Maritime Administration • Small Business Administration • U.S. Department of Housing & Urban Development (PHAs) • Federal Housing Administration -Federal Financing Bank (2) Direct obligations of any of the following federal agencies which obligations are not fully guaranteed by the full faith and credit of the United States of America: • Senior debt obligations issued by the Federal National Mortgage Association (FNMA) or Federal Home Loan Mortgage Corporation (FHLMC). • Obligations of the Resolution Funding Corporation (REFCORP) • Senior debt obligations of the Federal Home Loan Bank System • Senior debt obligations of other Government Sponsored Agencies (3) U.S. dollar denominated deposit accounts, federal funds and bankers’ acceptances with domestic commercial banks, which may include the Trustee, its parent holding company, if any, and their affiliates, which have a rating on their short term certificates of deposit on the date of purchase of “P-1” by Moody’s and “A-1” or “A-1+” by S&P and maturing not more than 360 calendar days after the date of purchase. (Ratings on holding companies are not considered as the rating of the bank); (4) Commercial paper which is rated at the time of purchase in the single highest classification, “P-1” by Moody’s and “A-1+” by S&P and which matures not more than 270 calendar days after the date of purchase; B-4 (5) Investments in a money market fund, including those of an affiliate of the Trustee rated “AAAm” or “AAAm-G” or better by S&P; (6) Pre-refunded Municipal Obligations defined as follows: any bonds or other obligations of any state of the United States of America or of any agency, instrumentality or local governmental unit of any such state which are not callable at the option of the obligor prior to maturity or as to which irrevocable instructions have been given by the obligor to call on the date specified in the notice; and (A) which are rated, based on an irrevocable escrow account or fund (the “escrow”), in the highest rating category of Moody’s or S&P or any successors thereto; or (B) (i) which are fully secured as to principal and interest and redemption premium, if any, by an escrow consisting only of cash or obligations described in paragraph (2) of the definition of Defeasance Securities, which escrow may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, and (ii) which escrow is sufficient, as verified by a nationally recognized independent certified public accountant, to pay principal of and interest and redemption premium, if any, on the bonds or other obligations described in this paragraph on the maturity date or dates specified in the irrevocable instructions referred to above, as appropriate. (7) Municipal Obligations rated “Aaa/AAA” or general obligations of States with a rating of “A2/A” or higher by both Moody’s and S&P. (8) Investment Agreements with an entity rated “A“ or higher by S&P; and; (9) The Local Agency Investment Fund of the State or any state administered pooled investment fund in which the Successor Agency is statutorily permitted or required to invest will be deemed a permitted investment. (c) The value of the above investments shall be determined as follows: (1) For the purpose of determining the amount in any fund, all Permitted Investments credited to such fund shall be valued at fair market value. The Trustee shall determine the fair market value based on accepted industry standards and from accepted industry providers. Accepted industry providers shall include but are not limited to pricing services provided by Financial Times Interactive Data Corporation, and Bank of America Merrill Lynch. (2) As to certificates of deposit and bankers’ acceptances: the face amount thereof, plus accrued interest thereon; and (3) As to any investment not specified above: the value thereof established by prior agreement among the Successor Agency and the Trustee. “Pledged Tax Revenues” means the monies deposited from time to time in the Redevelopment Property Tax Trust Fund established pursuant to subdivision (c) of Section 34172 of the Dissolution Act, as provided in paragraph (2) of subdivision (a) of Section 34183 of the Dissolution Act, excluding amounts payable under PassThrough Agreements and Statutory Pass-Through Amounts. If, and to the extent, that the provisions of Section 34172 or paragraph (2) of subdivision (a) of Section 34183 are invalidated by a final judicial decision, then Pledged Tax Revenues shall include all tax revenues allocated to the payment of indebtedness pursuant to Health & Safety Code Section 33670 or such other section as may be in effect at the time providing for the allocation of tax increment revenues in accordance with Article XVI, Section 16 of the California Constitution. “Policy Costs” has the meaning set forth in the Indenture. “Prior Agency” means the Oroville Redevelopment Agency. B-5 “Principal Account” means the account by that name referenced in the Indenture. “Principal Payment Date” means September 15, commencing September 15, 2015, so long as any of the Bonds remain Outstanding under the Indenture. “Rebate Fund” means the fund by that name referenced in the Indenture. “Rebate Regulations” means the final Treasury Regulations issued under Section 148(f) of the Code. “Recognized Obligation Payment Schedule” means a Recognized Obligation Payment Schedule, each prepared and approved from time to time pursuant to subdivision (l) of Section 34177 of the Dissolution Act. “Record Date” means the first day of the month in which any Interest Payment Date occurs, whether or not such day is a Business Day. “Redemption Account” means the account by that name referenced in the Indenture. “Redevelopment Plan” means the Redevelopment Plan for a redevelopment project known and designated as the “Oroville Redevelopment Project No. 1” that was adopted and approved by Ordinance No. 1353 of the City of Oroville on July 6, 1981, as amended to date. “Redevelopment Project Area,” “Redevelopment Project” or “Project Area” means the Project Area described in the Redevelopment Plan. “Refunded Obligations” means the 2002 Loan Obligation, the 2004A Loan Obligation and the 2004B Loan Obligation. “Registration Books” means the books kept by the Trustee containing the registration and transfer information for the Bonds. “Report” means a document in writing signed by an Independent Financial Consultant and including: (a) A statement that the person or firm making or giving such Report has read the pertinent provisions of the Indenture to which such Report relates; (b) A brief statement as to the nature and scope of the examination or investigation upon which the Report is based; and (c) A statement that, in the opinion of such person or firm, sufficient examination or investigation was made as is necessary to enable said consultant to express an informed opinion with respect to the subject matter referred to in the Report. “Reserve Account” means the account by that name referenced in the Indenture. “Reserve Policy” means the reserve surety issued by the Insurer on the date of the issuance of the Bonds in an amount equal to the Reserve Requirement. “Reserve Requirement” means, as of the date of computation, an amount equal to the combined lesser of (i) Maximum Annual Debt Service on the Bonds and any Parity Bonds, (ii) 10% of the net proceeds of the Bonds and any Parity Bonds, or (iii) 125% of the Annual Debt Service on all Bonds and Parity Bonds Outstanding. “Redevelopment Obligation Retirement Fund” means the fund by that name referenced in the Indenture. “State” means the State of California, United States of America. B-6 “Statutory Pass-Through Amounts” means amounts paid to affected taxing agencies, if any, pursuant to Sections 33607.5 and/or 33607.7 of the Law and Section 34183 of the Dissolution Act. “Supplemental Indenture” means any indenture then in full force and effect which has been duly adopted by the Successor Agency under the Dissolution Act, or any act supplementary thereto or amendatory thereof, at a meeting of the Successor Agency duly convened and held, of which a quorum was present and acted thereon, amendatory of or supplemental to the Indenture or any indebtedness entered into in connection with the issuance of Parity Bonds; but only if and to the extent that such Supplemental Indenture is specifically authorized under the Indenture. “Tax Certificate” means that certain Tax Certificate executed by the Successor Agency with respect to the Bonds. “Trust Office” means the principal corporate trust office of the Trustee in San Francisco, California, or such other office as the Trustee may from time to time designate in writing to the Agency and the Owners 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 trust agency business shall be conducted. “Trustee” means MUFG Union Bank, N.A., its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in the Indenture. “2002 Authority Bonds” means the Oroville Public Financing Authority, 2002 Tax Allocation Revenue Bonds (Oroville Redevelopment Project No. 1), issued pursuant to the 2002 Bonds Indenture for the purpose of making a loan to the Prior Agency as provided in the 2002 Loan Agreement. “2002 Bonds Indenture” means the Indenture of Trust dated as of October 1, 2002 by and between the Prior Agency and MUFG Union Bank, N.A., pursuant to which the 2002 Authority Bonds were issued. “2002 Escrow Agreement” means the 2002 Escrow Agreement dated as of April 1, 2015, by and between the Agency and the 2002 Escrow Bank. “2002 Escrow Bank” means Union Bank of California, N.A., its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in the Indenture. “2002 Loan” means the loan provided by the Oroville Public Financing Authority to the Prior Agency pursuant to the 2002 Loan Agreement. “2002 Loan Agreement” means the Loan Agreement entered into by the Prior Agency with the Oroville Public Financing Authority dated as of October 31, 2002. “2002 Loan Obligation” means the Prior Agency’s loan obligation under the 2002 Loan Agreement. “2004A Authority Bonds” means the Oroville Public Financing Authority, 2004 Tax Allocation Revenue Bonds, Series A (Oroville Redevelopment Project No. 1), issued pursuant to the 2004A Bonds Indenture for the purpose of making a loan to the Prior Agency as provided in the 2004A Loan Agreement. “2004A Bonds Indenture” means the Indenture of Trust dated as of July 1, 2004 by and between the Prior Agency and Union Bank of California, N.A., pursuant to which the 2004A Authority Bonds were issued. “2004A Escrow Agreement” means the 2004A Escrow Agreement dated as of April 1, 2015, by and between the Agency and the 2004A Escrow Bank. “2004A Escrow Bank” means MUFG Union Bank, N.A., its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in the Indenture. B-7 “2004A Loan” means the loan provided by the Oroville Public Financing Authority to the Prior Agency pursuant to the 2004A Loan Agreement. “2004A Loan Agreement” means the Loan Agreement entered into by the Prior Agency with the Oroville Public Financing Authority dated as of August 5, 2004. “2004A Loan Obligation” means the Prior Agency’s loan obligation under the 2004A Loan Agreement. “2004B Authority Bonds” means the Oroville Public Financing Authority, 2004 Tax Allocation Revenue Bonds, Series B (Oroville Redevelopment Project No. 1), issued pursuant to the 2004B Bonds Indenture for the purpose of making a loan to the Prior Agency as provided in the 2004B Loan Agreement. “2004B Bonds Indenture” means the Indenture of Trust dated as of July 1, 2004 by and between the Prior Agency and Union Bank of California, N.A., pursuant to which the 2004B Authority Bonds were issued. “2004B Escrow Agreement” means the 2004B Escrow Agreement dated as of April 1, 2015, by and between the Agency and the 2004B Escrow Bank. “2004B Escrow Bank” means MUFG Union Bank, N.A., its successors and assigns, and any other corporation or association which may at any time be substituted in its place, as provided in the is Indenture. “2004B Loan” means the loan provided by the Oroville Public Financing Authority to the Prior Agency pursuant to the 2004B Loan Agreement. “2004B Loan Agreement” means the Loan Agreement entered into by the Prior Agency with the Oroville Public Financing Authority dated as of August 5, 2004. “2004B Loan Obligation” means the Prior Agency’s loan obligation under the 2004B Loan Agreement. “2015A Bonds” means the $18,380,000 aggregate initial principal amount Oroville Redevelopment Agency, Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015A. “2015B Bonds” means the $525,000 aggregate initial principal amount Oroville Redevelopment Agency, Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015B (Taxable). “Written Request of the Successor Agency” or “Written Certificate of the Successor Agency” means a request or certificate, in writing signed by the Executive Director, Secretary or Finance Officer of the Successor Agency or by any other officer of the Successor Agency duly authorized by the Successor Agency for that purpose. B-8 APPENDIX C FORM OF BOND COUNSEL OPINIONS Upon issuance of the Bonds, Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, proposes to render its final approving opinions in substantially the following form: [2015A BONDS] __________, 2015 Successor Agency to the Oroville Redevelopment Agency Oroville, California Re: $18,380,000 Successor Agency to the Oroville Redevelopment Agency, Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015A Honorable Members of the Successor Agency: We have examined certified copies of proceedings of the Successor Agency to the Oroville Redevelopment Agency (the “Successor Agency”), the Oversight Board to the Successor Agency (the “Oversight Board”), the Department of Finance of the State of California (“DOF”) and other information and documents submitted to us relative to the issuance and sale by the Successor Agency of its Successor Agency to the Oroville Redevelopment Agency, Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015A in the aggregate principal amount of $18,380,000 (the “2015A Bonds”) and such other information and documents as we consider necessary to render this opinion. In rendering this opinion, we also have relied upon certain representations of fact and certifications made by the Successor Agency, the Trustee, the Underwriter of the 2015A Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us. The 2015A Bonds have been issued pursuant to the Constitution and laws of the State of California (the “State”), including Article 11 of Chapter 3 (commencing with Section 53580) of Part 1 of Division 2 of Title 5 of the California Government Code (the “Bond Law”), the provisions of Health & Safety Code Section 34177.5, a resolution of the Successor Agency adopted on December 16, 2014 (the “Successor Agency Resolution”) and a resolution of the Oversight Board adopted on December 17, 2014 (the “Oversight Board Resolution”), which action was approved by the DOF on February 12, 2015, and in accordance with the terms and conditions of an Indenture of Trust, dated as of April 1, 2015 (the “Indenture”), by and between the Successor Agency and MUFG Union Bank, N.A. (the “Trustee”). All terms not defined herein have the meanings ascribed to those terms in the Indenture. The 2015A Bonds are dated as of their date of delivery, and mature on the dates and bear interest at the rates per annum set forth in the Indenture. The 2015A Bonds are registered Bonds in the form set forth in the Indenture, redeemable in the amounts, at the times and in the manner provided for in the Indenture. Based upon our examination of all of the foregoing, and in reliance thereon, and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that: 1. The 2015A Bonds have been duly and validly authorized by the Successor Agency and are legal, valid and binding special obligations of the Successor Agency, secured on a parity with the Successor Agency’s Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015B (Taxable), being issued concurrently herewith, solely from Pledged Tax Revenues (as defined in the Indenture) and other sources as and to the extent provided for in the Indenture. The 2015A Bonds are enforceable in accordance with their terms and the C-1 terms of the Indenture, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other similar laws affecting creditors’ rights to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California. The 2015A Bonds are special obligations of the Successor Agency but are not a debt of the City of Oroville, the State of California or any other political subdivisions thereof within the meaning of any constitutional or statutory limitation, and neither the City of Oroville, the State of California, nor any other of its political subdivisions, except the Successor Agency, is liable for the payment thereof. 2. The Indenture has been duly authorized by the Successor Agency, is valid and binding upon the Successor Agency and is enforceable in accordance with its terms, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other similar laws affecting creditors’ rights to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California. 3. The Indenture creates a valid pledge of that which the Indenture purports to pledge, including, without limitation, the Pledged Tax Revenues and subject to the provisions of the Indenture, except to the extent that such pledge may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other similar laws affecting creditors’ rights to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California. 4. Under existing statutes, regulations, rulings and judicial decisions, interest on the 2015A Bonds is excluded from gross income for federal income tax purposes, and such interest is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations; however, we note that, with respect to corporations, such interest on the 2015A Bonds will be included as an adjustment in the calculation of alternative minimum taxable income which may affect such corporation's alternative minimum tax liability. 5. Interest on the 2015A Bonds is exempt from State of California personal income tax. 6. The amount by which a 2015A Bond owner’s original basis for determining loss on sale or exchange in the applicable 2015A Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable bond premium, which must be amortized under Section 171 of the Internal Revenue Code of 1986, as amended; such amortizable bond premium reduces the 2015A Bond owner’s basis in the applicable 2015A Bond (and the amount of tax-exempt interest received) and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of bond premium may result in a Bond owner realizing a taxable gain when a 2015A Bond is sold by the owner for an amount equal to or less (under certain circumstances) than the original cost of the 2015A Bond to the owner. Purchasers of the 2015A Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable bond premium. The opinion set forth in paragraph 4 above is subject to the condition that the Successor Agency comply with certain covenants and the applicable requirements of the Code that must be satisfied subsequent to the issuance of the 2015A Bonds to assure that interest on the 2015A Bonds will remain excludable from gross income for federal income tax purposes. Failure to comply with such covenants and requirements may cause interest on the 2015A Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the 2015A Bonds. The Successor Agency has covenanted to comply with all such requirements. We express no opinion regarding other tax consequences with respect to the 2015A Bonds. Certain requirements and procedures contained or referred to in the Indenture, the Bond Purchase Contract dated March 17, 2015, between the Successor Agency and Southwest Securities, Inc., and the Tax Certificate may be changed, and certain actions may be taken, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area C-2 of tax-exempt obligations. We express no opinion as to the effect on the exclusion of interest on the 2015A Bonds from gross income for federal income tax purposes upon the advice or approval of counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation. The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Such actions or events may adversely affect the value or tax treatment of the 2015A Bonds and we express no opinion with respect thereto. We call attention to the fact that the rights and obligations under the Indenture and the 2015A Bonds 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, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. Our opinion is limited to matters governed by the laws of the State of California and federal law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement relating to the 2015A Bonds or other offering material relating to the 2015A Bonds and purchasers of the 2015A Bonds should not assume that we have reviewed the Official Statement on their behalf. Respectfully submitted, C-3 [2015B BONDS] __________, 2015 Successor Agency to the Oroville Redevelopment Agency Oroville, California Re: $525,000 Successor Agency to the Oroville Redevelopment Agency, Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015B (Taxable) Honorable Members of the Successor Agency: We have examined certified copies of proceedings of the Successor Agency to the Oroville Redevelopment Agency (the “Successor Agency”), the Oversight Board to the Successor Agency (the “Oversight Board”), the Department of Finance of the State of California (“DOF”) and other information and documents submitted to us relative to the issuance and sale by the Successor Agency of its Successor Agency to the Oroville Redevelopment Agency, Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015B (Taxable) in the aggregate principal amount of $525,000 (the “2015B Bonds”) and such other information and documents as we consider necessary to render this opinion. In rendering this opinion, we also have relied upon certain representations of fact and certifications made by the Successor Agency, the Trustee, the Underwriter of the 2015B Bonds and others. We have not undertaken to verify through independent investigation the accuracy of the representations and certifications relied upon by us. The 2015B Bonds have been issued pursuant to the Constitution and laws of the State of California (the “State”), including Article 11 of Chapter 3 (commencing with Section 53580) of Part 1 of Division 2 of Title 5 of the California Government Code (the “Bond Law”), the provisions of Health & Safety Code Section 34177.5, a resolution of the Successor Agency adopted on December 16, 2014 (the “Successor Agency Resolution”) and a resolution of the Oversight Board adopted on December 17, 2014 (the “Oversight Board Resolution”), which action was approved by the DOF on February 12, 2015, and in accordance with the terms and conditions of an Indenture of Trust, dated as of April 1, 2015 (the “Indenture”), by and between the Successor Agency and MUFG Union Bank, N.A. (the “Trustee”). All terms not defined herein have the meanings ascribed to those terms in the Indenture. The 2015B Bonds are dated as of their date of delivery, and mature on the dates and bear interest at the rates per annum set forth in the Indenture. The 2015B Bonds are registered Bonds in the form set forth in the Indenture, redeemable in the amounts, at the times and in the manner provided for in the Indenture. Based upon our examination of all of the foregoing, and in reliance thereon, and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that: 1. The 2015B Bonds have been duly and validly authorized by the Successor Agency and are legal, valid and binding special obligations of the Successor Agency, secured on a parity with the Successor Agency’s Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015A, being issued concurrently herewith, solely from Pledged Tax Revenues (as defined in the Indenture) and other sources as and to the extent provided for in the Indenture. The 2015B Bonds are enforceable in accordance with their terms and the terms of the Indenture, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other similar laws affecting creditors’ rights to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California. The 2015B Bonds are special obligations of the Successor Agency but are not a debt of the City of Oroville, the State of California or any other political subdivisions thereof within the meaning of any constitutional or statutory limitation, and neither the City of Oroville, the State of California, nor any other of its political subdivisions, except the Successor Agency, is liable for the payment thereof. C-4 2. The Indenture has been duly authorized by the Successor Agency, is valid and binding upon the Successor Agency and is enforceable in accordance with its terms, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other similar laws affecting creditors’ rights to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California. 3. The Indenture creates a valid pledge of that which the Indenture purports to pledge, including, without limitation, the Pledged Tax Revenues and subject to the provisions of the Indenture, except to the extent that such pledge may be limited by moratorium, bankruptcy, reorganization, fraudulent conveyance or transfer, insolvency or other similar laws affecting creditors’ rights to the application of equitable principles if equitable remedies are sought, to the exercise of judicial discretion in appropriate cases and to the limitations on legal remedies against public agencies in the State of California. 4. Interest on the 2015B Bonds is not excluded from gross income for federal income tax purposes. 5. Interest on the 2015B Bonds is excluded from State of California personal income tax. The opinions expressed herein are based on an analysis of existing statutes, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. Such opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Such actions or events may adversely affect the value or tax treatment of the 2015B Bonds and we express no opinion with respect thereto. We call attention to the fact that the rights and obligations under the Indenture and the 2015B Bonds 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, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. Our opinion is limited to matters governed by the laws of the State of California and federal law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. The opinions expressed herein are based upon our analysis and interpretation of existing laws, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement relating to the 2015B Bonds or other offering material relating to the 2015B Bonds and purchasers of the 2015B Bonds should not assume that we have reviewed the Official Statement on their behalf. The federal tax and State of California personal income tax discussion set forth above with respect to the 2015B Bonds is included for general information only and may not be applicable depending upon a Beneficial Owner’s particular situation. The ownership and disposal of the 2015B Bond and the accrual or receipt of interest with respect to the 2015B Bond may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences. Respectfully submitted, C-5 APPENDIX D BOOK-ENTRY ONLY SYSTEM The information in this Appendix D concerning The Depository Trust Company (“DTC”), New York, New York, and DTC’s book-entry system has been obtained from DTC and the Agency takes no responsibility for the completeness or accuracy thereof. The Agency cannot and does not give any assurances that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with 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 certificate will be issued for each maturity of the Bonds, each in the aggregate principal amount of such 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 bookentry 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 certificates representing their ownership interests in 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 D-1 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 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 Agency 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). Principal, premium (if any), and interest 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 Agency 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 Agency, subject to any statutory or regulatory requirements as may be in effect from time to time. Principal, premium (if any), and interest payments with respect to the Bonds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Agency 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. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Agency or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, certificates representing the Bonds are required to be printed and delivered. The Agency may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, representing the Bonds will be printed and delivered to DTC in accordance with the provisions of the Indenture. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Agency believes to be reliable, but the Agency takes no responsibility for the accuracy thereof. D-2 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (the “Disclosure Certificate”), dated _________, 2015, is executed and delivered by the Successor Agency to the Oroville Redevelopment Agency (the “Agency”) in connection with the issuance of its $18,380,000 principal amount Oroville Redevelopment Project No. 1, Tax Allocation Refunding Bonds, Series 2015A (the “2015A Bonds”) and its $525,000 principal amount Oroville Redevelopment Project No. 1 Tax Allocation Refunding Bonds Series 2015B (Taxable) (the “2015B Bonds” and together with the 2015A Bonds, the “Bonds”). The Bonds will be issued under the terms of a Indenture of Trust, dated as of April 1, 2015 (the “Indenture”), by and among the Authority, the Agency and U.S. Bank National Association, as trustee (the “Trustee”). The Agency covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Agency 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 (as defined below). Section 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” shall mean any Annual Report provided by the Agency pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” shall mean, initially Rosenow Spevacek Group Inc., or any successor Dissemination Agent designated in writing by the Agency and which has filed with the Agency and the Trustee a written acceptance of such designation. “EMMA” shall mean the Electronic Municipal Market Access system located at http://www.emma.msrb.org, as the centralized on-line repository for municipal disclosure documents to be filed with the MSRB pursuant to the Rule, or such other successor repository site as prescribed by the MSRB. “Listed Events” shall mean any of the events listed in Section 5(a) of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board or any successor thereto. “Official Statement” shall mean the final Official Statement relating to the Bonds. “Participating Underwriter” shall mean Southwest Securities, Inc., as the original underwriter of the Bonds required to comply with the Rule in connection with offering of the Bonds. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as the same may be amended from time to time. “SEC” shall mean the United States Securities and Exchange Commission. Section 3. Provisions of Annual Reports. (a) The Agency shall, or shall cause the Dissemination Agent to, no later than nine months after the close of each fiscal year, commencing with the report for the 2014-15 fiscal year, provide to the MSRB, via EMMA, an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Agency may be submitted separately from the balance of the Annual Report, and E-1 later than the date required above for the filing of the Annual Report if not available by that date. If the Agency’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(b). (b) Not later than 15 business days prior to the date specified in subsection (a) above for providing the Annual Report to the MSRB, the Agency shall provide the Annual Report to the Dissemination Agent (if other than the Agency). If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Agency to determine if the Agency is in compliance with the first sentence of this subsection (b). The Agency shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by it hereunder. The Dissemination Agent may conclusively rely upon such certification of the Agency and shall have no duty or obligation to review such Annual Report. (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to the MSRB by the date required in subsection (a), the Dissemination Agent shall send a notice to the MSRB, in such form as prescribed by or acceptable to MSRB. (d) The Dissemination Agent (if other than the Agency) shall, if and to the extent the Agency has provided an Annual Report in final form to the Dissemination Agent for dissemination, file a report with the Agency certifying that the Annual Report has been provided to the MSRB pursuant to this Disclosure Certificate, and stating the date it was provided. Section 4. reference the following: Content of Annual Reports. The Agency’s Annual Report shall contain or incorporate by (a) A post-audit of the financial transactions and records of the Agency for the fiscal year to be made by an Independent Certified Public Accountant appointed by the Agency 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 the Agency’s post-audit is not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain an unaudited statement of financial transactions and records of the Agency in a format required by Section 34177(n) of the Dissolution Act, and the post-audit shall be filed in the same manner as the Annual Report when they become available. (b) Financial information and operating data relating to the Project Area contained in the Official Statement for the Bonds under the headings “PROJECT AREA — “Land Use,” “— Largest Taxpayers,” and “— Appeals” and “PLEDGED TAX REVENUES —Schedule of Historical RPTTF Revenues,” in each case for the prior fiscal year. (c) An update of the debt service coverage table shown in the Official Statement using the most recent fiscal year Pledged Tax Revenues. (d) A listing of the amount of each distribution from the Butte County Auditor-Controller of property tax revenues from the Redevelopment Property Tax Trust Fund received by the Agency for its enforceable obligations for the most recent fiscal year, as reasonably available 15 days prior to the due date of each Annual Report. Any or all of the items listed above for inclusion in the Annual Report may be included by specific reference to other documents, including official statements of debt issues of the Agency or related public entities, which have been available to the public on EMMA or filed with the SEC. The Agency shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Agency shall give, or cause to be given, notice of the occurrence of any of the following Listed Events with respect to the Bonds, which notice shall be given in a timely manner, not in excess of ten business days after the occurrence of such Listed Event: E-2 (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers, or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of Bond owners, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution, or sale of property securing repayment of the Bonds, if (11) Rating changes; material (12) Bankruptcy, insolvency, receivership or similar event of the Obligated Person, which shall occur as described below; (13) The consummation of a merger, consolidation, or acquisition involving the Agency or the sale of all or substantially all of the assets of the Agency, 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, if material; and (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. For these purposes, any event described in item (12) of this Section 5(a) is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the Agency in a proceeding under the United States 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 Agency, or if such jurisdiction has been assumed by leaving the existing governing 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 Agency. (b) Upon receipt of notice from the Agency and instruction by the Agency to report the occurrence of any Listed Event, the Dissemination Agent shall provide notice thereof to the MSRB in accordance with Section 5(c) hereof. In the event the Dissemination Agent shall obtain actual knowledge of the occurrence of any of the Listed Events, the Dissemination Agent shall, immediately after obtaining such knowledge, inform the Agency of the event and request that the Agency promptly notify the Dissemination Agent in writing whether or not to report the event pursuant to Section 5(c). For purposes of this Disclosure Agreement, “actual knowledge” of the occurrence of such Listed Event shall mean actual knowledge by the Dissemination Agent, if other than the Trustee, and if the Dissemination Agent is the Trustee, then by the officer at the corporate trust office of the Trustee with E-3 regular responsibility for the administration of matters related to the Indenture. The Dissemination Agent shall have no responsibility to determine the materiality, if applicable, of any of the Listed Events. (c) The Agency, or the Dissemination Agent, if the Dissemination Agent has been instructed by the Agency to report the occurrence of a Listed Event, shall file a notice of such occurrence with the MSRB in a timely manner not more than ten business days after the occurrence of the event. Section 6. Termination of Reporting Obligation. The Agency’s obligations under this Disclosure Certificate with respect to each series of the Bonds 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 such Bonds, the Agency shall give notice of such termination in the same manner as for a Listed Event under Section 5(b). Section 7. Dissemination Agent. The initial Dissemination Agent shall be Rosenow Spevacek Group Inc. From time to time, the Agency may appoint a different Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate. The Dissemination Agent may resign by providing 30 days written notice to the Agency and the Trustee. The Agency may replace the Dissemination Agent with or without cause. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Agency may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an Obligated Person with respect to the Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver affecting the Bonds either (i) is approved by holders of the affected Bonds in the manner provided in the Indenture for amendments to the Indenture with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of such Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. For purposes of this paragraph, “impact” has the meaning as that word is used in the letter from the staff of the Securities and Exchange Commission to the National Association of Bond Lawyers dated June 23, 1995. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the Agency to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be sent to the MSRB in the same manner as for a Listed Event under Section 5(b). No amendment to this Agreement which modifies the duties or rights of the Dissemination Agent shall be made without the prior written consent of the Dissemination Agent. E-4 Section 9. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Agency 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 Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Agency chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Agency shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 10. Default. In the event of a failure of the Agency or the Dissemination Agent to comply with any provision of this Disclosure Certificate, any Participating Underwriter or any holder or beneficial owner 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 Agency or the Dissemination Agent, as the case may be, 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 Agency or the Dissemination Agent to comply with this Disclosure Certificate shall be an action to compel performance. Section 11. Duties, Immunities and Liabilities of Dissemination Agent. The Agency agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of the disclosure of information pursuant to this Disclosure Certificate or arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorney’s fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent has only such duties as are specifically set forth in this Disclosure Certificate. The Dissemination Agent (if different than the Agency) shall be paid compensation by the Agency for its services provided hereunder in accordance with its schedule of fees as amended from time to time. The Dissemination Agent shall have no duty or obligation to review any information provided to it hereunder and shall not be deemed to be acting in any fiduciary capacity for the Agency, the Owners, or any other party. The Dissemination Agent may rely and shall be protected in acting or refraining from acting upon any direction from the Agency or an opinion of nationally recognized bond counsel. The obligations of the Agency under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Agency, the Dissemination Agent, 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. IN WITNESS WHEREOF, the Agency has caused its duly authorized officer to execute and deliver this Certificate on the date first written above. SUCCESSOR AGENCY TO REDEVELOPMENT AGENCY By: Acting Executive Director E-5 THE OROVILLE This Page Intentionally Left Blank APPENDIX F CITY OF OROVILLE COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR FISCAL YEAR ENDED JUNE 30, 2014 F-1 This Page Intentionally Left Blank This Page Intentionally Left Blank CITY OF OROVILLE CALIFORNIA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2014 Table Mtn Water Fall – Oroville CA Photo by Wayne Wilson - Wayne Wilson Artworks 2014 Submitted by: City of Oroville Department of Finance Ruth Wright, Director of Finance This Page Intentionally Left Blank CITY OF OROVILLE COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2014 T ABLE OF C ONTENTS I NTRODUCTORY SECTION Letter of Transmittal ................................................................................................................................... 3 Elected Officials and Administrative Personnel ........................................................................................... 7 Organizational Chart ................................................................................................................................... 8 GFOA Certificate of Achievement for Excellence in Financial Reporting ...................................................... 9 F INANCIAL S ECTION Independent Auditor’s Report .................................................................................................................... 13 Management’s Discussion and Analysis (Required Supplementary Information) .......................................... 15 Basic Financial Statements: Government-Wide Financial Statements: Statement of Net Position .............................................................................................................. 29 Statement of Activities .................................................................................................................. 30 Fund Financial Statements Governmental Funds: Balance Sheet ......................................................................................................................... 31 Reconciliation of the Government Funds Balance Sheet to the Government-Wide Financial Statement of Net Position .............................................. 32 Statement of Revenues, Expenditures and Changes in Fund Balances ........................................ 33 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 ........................................................................................................ 35 Statement of Revenues, Expenses, and Changes in Fund Net Position ....................................... 36 Statement of Cash Flows ......................................................................................................... 37 Fiduciary Funds: Statement of Fiduciary Net Position ......................................................................................... 38 Statement of Changes in Fiduciary Net Position ....................................................................... 39 Notes to the Basic Financial Statements ..................................................................................................... 40 R EQUIRED S UPPLEMENTARY I NFORMATION Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual (GAAP Basis) – General Fund ................................................................................ 69 Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual (GAAP Basis) – Sewer Fund ................................................................................... 70 Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual (GAAP Basis) – Housing Program Fund .................................................................. 71 Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual (GAAP Basis) – First Time Home Buyer Grant Fund ............................................... 72 Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual (GAAP Basis) – Community Development Block Grant Fund ................................... 73 Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual (GAAP Basis) – OPFA Redemption Fund ................................................................ 74 Retiree Healthcare Plan – Schedule of Funding Progress ............................................................................ 75 S UPPLEMENTARY I NFORMATION Nonmajor Governmental Funds: Combining Nonmajor Governmental Funds: Combining Balance Sheet .............................................................................................................. 79 Combining Statement of Revenues, Expenditures and Changes in Fund Balances ............................ 80 CITY OF OROVILLE COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE YEAR ENDED JUNE 30, 2014 T ABLE OF C ONTENTS C ONTINUED Combining Special Revenue Funds: Combining Balance Sheet .............................................................................................................. 82 Combining Statement of Revenues, Expenditures and Changes in Fund Balances ............................ 89 Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual (GAAP Basis) ............................................................................................ 96 Combining Debt Service Funds: Combining Balance Sheet ............................................................................................................ 122 Combining Statement of Revenues, Expenditures and Changes in Fund Balances .......................... 123 Combining Capital Projects Funds: Combining Balance Sheet ............................................................................................................ 126 Combining Statement of Revenues, Expenditures and Changes in Fund Balances .......................... 127 Schedule of Revenues, Expenditures and Changes in Fund Balances – Budget and Actual (GAAP Basis) .......................................................................................... 128 Combining Proprietary Funds: Combining Internal Service Funds: Combining Statement of Net Position .......................................................................................... 132 Combining Statement of Revenues, Expenses and Changes in Fund Net Position ........................... 133 Combining Statement of Cash Flows ............................................................................................ 134 Combining Fiduciary Funds: Combining Agency Funds: Combining Balance Sheet ............................................................................................................ 136 Combining Statement of Changes in Assets and Liabilities ........................................................... 137 S TATISTICAL S ECTION (U NAUDITED ) Financial Trends: Net Position by Component ............................................................................................................... 142 Changes in Net Position .................................................................................................................... 143 Fund Balances of Governmental Funds .............................................................................................. 145 Changes in Fund Balances of Governmental Funds ............................................................................. 146 Revenue Capacity Information: Assessed Value of Taxable Property .................................................................................................. 147 Direct and Overlapping Property Tax Rates ........................................................................................ 148 Principal Property Taxpayers ............................................................................................................. 149 Property Tax Levies and Collections .................................................................................................. 150 Debt Capacity: Ratios of Outstanding Debt by Type .................................................................................................. 151 Ratios of General Bonded Debt Outstanding ....................................................................................... 152 Direct and Overlapping Debt ............................................................................................................. 153 Legal Debt Margin Information ......................................................................................................... 154 Pledge Revenue Coverage.................................................................................................................. 155 Demographic and Economic Information: Demographic and Economic Statistics ................................................................................................ 156 Principal Employers .......................................................................................................................... 157 Operating Information: Full-Time and Part-Time City Employees by Function ........................................................................ 158 Operating Indicators by Function ....................................................................................................... 159 Capital Asset Statistics by Function ................................................................................................... 160 INTRODUCTORY SECTION Page 1 This page is intentionally blank. Page 2 DISCOVER GOLD…DISCOVER OROVILLE . 1735 MONTGOMERY STREET OROVILLE, CALIFORNIA 95965 December 18, 2014 To the Honorable Mayor, Members of the City Council, and Citizens of Oroville: The City of Oroville (City) hereby submits the Comprehensive Annual Financial Report (CAFR) for the fiscal year ended June 30, 2014. The CAFR contains financial statements that have been prepared in conformity with generally accepted accounting principles in the United States of America (GAAP) as prescribed for government entities. Responsibility for both the accuracy of the data and the completeness and fairness of the presentation, including all disclosures, rests with the City. To the best of our knowledge and belief, the enclosed data are accurate in all material respects and present fairly the respective financial position and changes of the City, as of June 30, 2014. All disclosures necessary to enable the reader to gain an understanding of the City’s financial activities have been included. The CAFR is published to provide information about the City to its citizens, the investment community, the general public, and others who may have an interest in the financial information regarding the City. This letter of transmittal is designed to be read with and complement the Management’s Discussion and Analysis (MD&A). The MD&A can be found immediately following the report of the independent auditors. PROFILE OF THE CITY The City was incorporated as a Charter City in 1906. Also known as the City of Gold, the City is located approximately 70 miles north of Sacramento, California’s State Capitol. Notably, the City is home to the tallest earthen‐filled dam in the world. The Oroville Dam was completed in 1968 and provides the City with an abundance of recreational opportunities. The City is one of five incorporated cities/towns located within the County of Butte: Biggs, Chico, Gridley, Oroville, and Paradise. The City Council is the elected legislative body for the City. It is composed of seven members, the Mayor plus six council members, who are elected at large for four‐year staggered terms. The City Council is responsible for, among other things, passing ordinances, adopting the budget, appointing committees, and appointing the Vice Mayor. Page 3 City of Oroville Transmittal Letter There are two formal advisory bodies required by the City Charter: the Planning Commission and Parks Commission. These advisory bodies are appointed by the City Council to provide information, research, and direct public participation in shaping the City’s policies. Other advisory committees are appointed and created by the Council. All members serve at the pleasure of the Council. The City provides a broad range of services including police and fire protection; construction and maintenance of streets, sewer, and infrastructure; community development, including planning and zoning; building and safety, and housing activities; municipal airport; golf course; and general administrative services. The City maintains a website located at: www.cityoforoville.org that provides online services and extensive information about the City. This website includes information about the Council, Council meeting agendas, City job listings, City museums, local recreation, financial information, and links to other local resources, to name just a few. MAJOR INITIATIVES Capital Projects Road Rehabilitation Project The Council authorized $431,448 of project funding for road rehabilitation in fiscal year 2013/2014. The funding was used for the following purposes; road surface repairs, chip sealing, re‐striping and markings, and inspection services. Surface repairs were completed on 14 roads in preparation for chip sealing. Two major roads were chip sealed and completed. FACTORS AFFECTING FINANCIAL CONDITION Economic Challenges The City’s economic status has stabilized and shows sign of slight improvement. After prudent decision‐ making during a difficult fiscal crisis, the City is on track to continue to meet its current needs and planning for future needs. The City is attracting new business and continues to grow. Wineries are becoming popular in this region due to the climate. Olive oil production and sales continue to thrive in this climate as well. Internal Control The management of the City has established a comprehensive framework of internal controls designed to ensure that the assets of the government are protected from loss, theft or misuse. This framework ensures that adequate accounting data is compiled to allow for the preparation of financial statements in conformity with accounting principles generally accepted in the United States of America. Internal controls are designed to provide reasonable, but not absolute, assurance that these objectives are met. Reasonable assurance provides that the cost of internal controls should not exceed the benefits and that decisions often require the use of estimates and judgments by management. Page 4 City of Oroville Transmittal Letter Single Audit As a recipient of federal and state financial assistance, the City is required to undergo an annual single audit in conformity with the provisions of the Single Audit Act Amendments of 1996 and the U.S. Office of Management and Budget Circular A‐133, Audits of States, Local Governments, and Non‐profit Organizations. Information related to this single audit includes the schedule of federal awards, findings and questioned costs, and the independent auditor’s report on internal control and compliance. The City is also responsible for ensuring that adequate internal controls are in place to ensure compliance with applicable laws and regulations related to those programs. Internal controls are subject to periodic evaluation by management and the Finance Department staff. The 2013‐14 Single Audit will be issued under separate cover and will be available by contacting the Finance Department after March 31, 2015. Budgeting Controls In addition to accounting controls, the City maintains budgetary controls. The objective of these controls is to ensure compliance with legal provisions embodied in the annual appropriated budget approved by the City Council. The budget also serves as the foundation for financial planning and control for the City. In accordance with the City’s Charter, a budget is presented on or before June 1 each year to the City Council and must be adopted by the first regular meeting in July. Credit Rating Over the past year, rating downgrades have occurred for a variety of public and private entities. However the City has not experienced any downgrades nor is the City on credit watch by any of the rating agencies. The City proudly maintains a strong credit rating and strives to continue this achievement. OTHER INFORMATION Independent Audit City Charter requires an annual audit by independent certified public accountants. The firm of Chavan & Associates, LLP was selected to perform this service. The goal of the independent audit was to provide reasonable assurance that the financial statements of the City, for the fiscal year ended June 30, 2014, are free of material misstatement. The independent auditor’s report is presented as the first item of the financial section of the report. Awards and Acknowledgments The GFOA awarded the prestigious Certificate of Achievement for Excellence in Financial Reporting to the City for successful completion of the CAFR for the fiscal year ended June 30, 2013. This achievement represents the City’s 19th consecutive award. This award is the highest form of recognition for excellence in state and local government reporting. In order to be awarded a Certificate of Achievement, the government had to publish an easily readable and efficiently organized CAFR that satisfied both accounting principles generally accepted in the United States of America and applicable legal requirements. Page 5 City of Oroville Transmittal Letter A Certificate of Achievement is valid for a period of one year only. We believe this 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. The preparation of this Comprehensive Annual Financial Report could not have been accomplished without the efficient and dedicated services of staff from the Finance Department and the cooperation and assistance of all City departments. We commend the Council for its interest, support, and exemplary leadership in planning and conducting the financial operations of the City in a responsive and progressive manner. Respectfully submitted, Randy Murphy City Administrator Glenn Lazof Interim Finance Director Page 6 Ruth Wright, CPA Finance Director Elected Officials and Administrative Personnel City of Oroville City Council Mayor Linda L. Dahlmeier Vice Mayor Thil Chan‐Wilcox Council Member Gordon Andoe Council Member Jack Berry Council Member Barbara ‘Cheri’ Bunker Council Member David Pittman Council Member Allen ‘JR’ Simpson City Administration City Administrator Randy Murphy Director of Public Safety Bill LaGrone Director of Community Development Donald Rust Director of Finance Ruth Wright City Treasurer (Elected) Karolyn Fairbanks City Planning Commission Chairperson Damon Robison Vice Chairperson Carl Durling Commissioner Michael Britton, Sr. Commissioner Wyatt Jenkins Commissioner Tua Vang Commissioner Adonna Brand Commissioner Randy Chapman City Park Commission Chairperson Scott Lawrence Vice Chairperson Machelle Conn Commissioner Beth Brown Standley Commissioner Ray Sehorn Commissioner Jim Prouty Independent Auditors Chavan & Associates, LLP Certified Public Accountants Page 7 Page 8 Page 9 This page is intentionally blank Page 10 FINANCIAL SECTION Page 11 This page is intentionally blank Page 12 INDEPENDENT AUDITOR’S REPORT To the Honorable Mayor and Members of the City Council of the City of Oroville Oroville, California Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, each major fund, and the aggregate remaining fund information of the City of Oroville (the “City"), as of and for the year ended June 30, 2014, and the related notes to the financial statements, which collectively comprise City’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements The City’s management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America, the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the City’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, each major fund, and the aggregate remaining fund information of the City of Oroville, as of June 30, 2014, and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. 1475 Saratoga Ave, Suite 180, San Jose, CA 95129 Tel: 408-217-8749 • E-Fax: 408-872-4159 [email protected] • www.cnallp.com Page 13 Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and required supplementary 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 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. Supplementary Information 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 individual non-major fund statements and schedules, and statistical section, as listed in the table of contents, are presented for purposes of additional analysis and are not a required part of the financial statements. The combining individual non-major fund statements and schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken 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. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 18, 2014 on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over financial reporting and compliance. December 18, 2014 San Jose, California 1475 Saratoga Ave, Suite 180, San Jose, CA 95129 Tel: 408-217-8749 • E-Fax: 408-872-4159 Page 14 [email protected] • www.cnallp.com City of Oroville Management’s Discussion and Analysis INTRODUCTION The Management’s Discussion and Analysis (MD&A) is a required section of the City’s Comprehensive Annual Financial Report (CAFR), as shown in the overview below. The purpose of the MD&A is to present a discussion and analysis of the City’s financial performance during the fiscal year that ended on June 30, 2014. This report will (1) focus on significant financial issues, (2) provide an overview of the City’s financial activity, (3) identify changes in the City’s financial position, (4) identify any individual fund issues or concerns, and (5) provide descriptions of significant asset and debt activity. This information, presented in conjunction with the annual Transmittal Letter and Basic Financial Statements is intended to provide a comprehensive understanding of the City’s operations and financial standing. Required Components of the Annual Financial Report Management’s Discussion & Analysis Basic Financial Statements Government-Wide Financial Statements Fund Financial Statements Notes to the Financial Statements FISCAL YEAR 2013/14 FINANCIAL HIGHLIGHTS Total net position increased by $905,707 from last fiscal year. The City's assets exceeded its liabilities by $55.2 million; assets and deferred outflows totaled $125.9 million and liabilities were $70.7 million. Net position consisted of $13.3 million classified as net investment in capital assets; $33.8 million as restricted; and $8 million as unrestricted net position. Total City‐wide revenues were $22.3 million which consists of program revenue of $11.2 million and general revenues of $11.1 million. Total City expenses were $21.5 million. Total Governmental Fund fund balances were $43.7 million, which included a $22.4 million fund balance in the Oroville Public Financing Authority Redemption Fund. Total fund balance decreased by $30,440 from last year. General Fund revenues were $10.5 million, while General Fund expenditures were $12.9 million. Transfers in to the General Fund from other funds were $1.3 million. This deficit was due to the expensing of $1,852,000 loan to the Redevelopment Agency, paid to the State Department of Finance in regard to the dissolution. Without this expense general fund revenue actually exceeded its expenses for the current fiscal year. Page 15 City of Oroville Management’s Discussion and Analysis THE BASIC FINANCIAL STATEMENTS The Basic Financial Statements are comprised of 1) Government-wide (City-wide) Financial Statements, and; 2) Fund Financial Statements. These two sets of financial statements provide the reader two different perspectives of the City's financial activities and financial position. Government-Wide Financial Statements provide a longer-term view of the City's activities as a whole, and comprise the Statement of Net Position and the Statement of Activities. The Statement of Net Position provides information about the financial position of the City as a whole, including all its capital assets and long-term liabilities on a full accrual basis, similar to that used by corporations. The Statement of Activities provides information about all the City's revenues and all its expenses, also on a full accrual basis, with the emphasis on measuring net revenues and/or expenses for each of the City's programs. The Statement of Activities explains in detail the change in Net Position for the fiscal year. All of the City's activities are required to be grouped into government activities and business-type activities. The entire amount in the Statement of Net Position and the Statement of Activities are also required to be separated into governmental activities or business-type activities in order to distinguish between these two types of activities of the City. Fund Financial Statements report the City's operations in more detail than the government-wide statements and focus primarily on the short-term activities of the City's general fund and other major funds. The Fund Financial Statements measure only current revenues and expenditures and fund balances; they exclude capital assets, long-term debt, and other long-term amounts. Major funds account for the major financial activities of the City and are presented individually, while the activities of non-major funds are presented in summary, with subordinate schedules presenting the detail for each of these other funds. Major funds are explained below. The Government-Wide Financial Statements Government-wide financial statements are prepared on the accrual basis, which means they measure the flow of all economic resources of the City as a whole. The Statement of Net Position and the Statement of Activities present information about the following: Governmental Activities – All of the City's basic services are considered to be governmental activities, including general government, community development, public safety, transportation, and, culture and leisure. These services are supported by general City revenues such as taxes, and by specific program revenues such as development and recreation program fees. Business-Type Activities – This category includes enterprise activities such as bus transportation, water, and utilities. Unlike governmental services, these services are fully supported by charges paid by users based on the amount of services they use. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The City, like other local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Fund financial statements provide detailed information about each of the City's most significant funds, called major funds. The concept of major funds, and the determination of which are major funds, was established by GASB Statement 34 and replaces the concept of combining like funds and presenting them in total. Instead, each major fund is presented individually, with all non-major funds summarized and presented only in a single column. Subordinate schedules present the detail of these non-major funds. Page 16 City of Oroville Management’s Discussion and Analysis Major funds present the major activities of the City for the fiscal year, and may change from year to year as a result of changes in the pattern of the City's activities. The City's funds are segregated into three categories: governmental funds, proprietary funds, and fiduciary funds. Governmental Funds – 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 available at year-end. Financial statements are prepared on the modified accrual basis, which means they measure only current financial resources and uses. Carrying amounts for capital assets and other long-lived assets, along with long-term liabilities are not presented on the balance sheet in the governmental fund financial statements. Unlike the governmentwide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating the City's near-term financing requirements. 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 Activities. In fact, the City’s enterprise fund is the same as the business type activities reported in the Government-Wide statements. Proprietary funds provide the same type of information as Government-Wide statements but only in more detail, with additional information, such as cash flows. 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, stores and vehicle maintenance funds. The internal services funds are reported with governmental activities in the Government-Wide Financial Statements. Fiduciary Funds – Fiduciary funds are used to account for resources held for the benefit of parties outside the City. Fiduciary funds are not reported in the Government-Wide financial statements because the resources of these funds are not available to support the City of Oroville’s own programs. The accounting for fiduciary funds is much like that used for business type activities. The City maintains two types of fiduciary funds; private-purpose trust and agency. The Oroville Successor Agency to the former Oroville Redevelopment Agency is reported as a private-purpose trust fund. The City’s agency funds report resources held by the City in a custodial capacity for individuals, private organizations and other governments. NOTES TO THE FINANCIAL STATEMENTS Notes to the Financial Statements provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes can be found immediately following the fund financial statements. REQUIRED SUPPLEMENTARY INFORMATION Required supplementary information other than through the MD&A follows the Notes and includes a budgetary comparison for the General Fund and other major funds as presented in the governmental fund financial statements. Page 17 City of Oroville Management’s Discussion and Analysis SUPPLEMENTARY INFORMATION Combining and individual fund statements and schedules are included to provide additional information on non-major governmental funds including special revenue, debt service, capital project funds, proprietary internal service fund information and agency funds. An un-audited statistical section provides historical and current data on financial trends, revenue and debt capacity, demographic and economic information, and operating information. GOVERNMENT-WIDE FINANCIAL ANALYSIS Net position may serve over time as an indicator of the City's financial position. The City's Total Net Position increased $905,705, from $54.3 million in fiscal year 2012/13 to $55.2 million in fiscal year 2013/14. A significant portion of the City's net position ($13.3 million or 24%) was net investment in capital assets, (e.g., land, buildings, general government infrastructure, equipment, etc.) which is capital assets net of accumulated depreciation and reduced by any related debt used to acquire or construct those assets. Capital assets represent infrastructure which provide services to citizens and are not available for future spending. The Oroville Successor Agency is reported as a private-purpose trust fund of the City of Oroville and, therefore, has been excluded from the determination of net position. The City reports a receivable of $22.4 million from the Oroville Successor Agency for amounts due to the Oroville Public Financing Authority (“OPFA”), a component unit of the City of Oroville. The loan is restricted as loan payments must be used for servicing the bonded debt of the OPFA. A total of $33.8 million of the City’s net position was restricted at the end of the year, which was an increase of $1.18 million (4%) from last year, and comprised 61% of the City’s total net position. The following table summarized the City’s ending net position: Net Position Governmental Activities 2014 2013 Assets Current and other assets Capital assets Total Assets Deferred Outflows of Resources Liabilities Current and other liabilities Noncurrent liabilities Total Liabilities Net Position Net investment in capital assets Restricted Unrestricted Total Net Position $ Business-Type Activities 2014 2013 85,123,756 36,344,888 $ 121,468,644 $ 84,567,899 36,819,095 $ 121,386,994 $ $ 4,066,542 $ 4,653,556 $ - $ $ 41,917,362 28,824,065 70,741,427 $ 40,426,849 31,539,430 71,966,279 $ 898 898 $ 13,298,388 33,873,844 7,621,527 54,793,759 $ 13,015,066 32,687,196 8,372,009 54,074,271 $ 422,283 422,283 $ $ $ $ $ $ Page 18 $ $ $ 423,181 423,181 $ $ $ $ 237,039 237,039 Total 2014 $ 2013 85,546,937 36,344,888 $ 121,891,825 $ - $ 4,066,542 $ 4,653,556 975 975 $ 41,918,260 28,824,065 70,742,325 $ 40,427,824 31,539,430 71,967,254 236,064 236,064 $ 13,298,388 33,873,844 8,043,810 55,216,042 $ $ $ 84,804,938 36,819,095 $ 121,624,033 $ $ 13,015,066 32,687,196 8,608,073 54,310,335 City of Oroville Management’s Discussion and Analysis Statement of Changes in Net Position Functions/Programs Program Revenues Charges for services Operating grants and contributions Capital grants and contributions Total Program Revenues Governmental Activities 2014 2013 $ 6,415,514 2,963,505 1,280,775 10,659,794 $ 7,545,585 4,899,372 343,628 12,788,585 Business-Type Activities 2014 2013 Increase (Decrease) $ (1,130,071) (1,935,867) 937,147 (2,128,791) $ 8,328 575,078 583,406 $ 11,206 505,692 516,898 Increase (Decrease) $ (2,878) 69,386 66,508 General Revenues Property taxes Sales and use taxes Sales and use taxes in-lieu Transient occupancy taxes Utility users tax Franchise taxes Other taxes Investment earnings Other revenues Transfers Total General Revenues 1,605,675 3,045,776 2,053,454 426,190 1,594,686 513,879 326,716 296,696 738,796 434,055 11,035,923 1,962,107 2,756,313 2,194,730 421,261 1,577,706 439,968 32,558 15,237 91,000 9,490,880 (356,432) 289,463 (141,276) 4,929 16,980 73,911 294,158 281,459 738,796 343,055 1,545,043 307 91,000 91,307 561 (91,000) (90,439) (254) 182,000 181,746 Expenses General Government Public Safety Public Works Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Interest on fiscal charges Total Expenses 2,571,905 7,776,039 1,266,059 638,448 1,226,718 592,427 1,493,462 3,512,865 1,965,879 21,043,802 2,503,161 7,823,664 1,419,806 819,108 1,435,575 735,007 1,716,356 6,109,168 1,518,758 24,080,603 68,744 (47,625) (153,747) (180,660) (208,857) (142,580) (222,894) (2,596,303) 447,121 (3,036,801) 488,493 488,493 519,619 519,619 (31,126) (31,126) Increase / (Decrease) in Net Position Prior Period Adjustments Net Position, Beginning of Year 651,915 67,573 54,074,271 (1,801,138) 55,875,409 2,453,053 67,573 (1,801,138) 186,220 236,063 (93,160) 329,224 279,380 (93,161) Net Position, End of Year $ 54,793,759 $ 54,074,271 $ 719,488 $ 422,283 $ 236,064 $ 186,219 Governmental Activities As shown in the above Statement of Changes in Net Position schedule, the net change in program revenues from the prior fiscal year for governmental activities is a decrease of $2.1 million. The net change in general revenues from the prior year is an increase of $1.5 million, for a total decrease in revenues of $583,748. The net change in expenses from the prior year was a decrease of $3.07 million. With total program and general revenues for fiscal year 2013/14 at $21.7 million and total expenses at $21 million, the net activity resulted in an increase in Net Position of $651,915, excluding minor prior period adjustments totaling $67,573. Page 19 City of Oroville Management’s Discussion and Analysis An analysis and graphical representation of the changes in revenues and expenses by type of significant events follows: Governmental Revenues Although a number of revenue categories increased during 2013/14, they were offset from large reductions in operating grants and charges for services. The following chart summarized those changes: Significant changes in governmental revenues consisted of the following: Charge for Services and operating grants decreased by a combined $3 million mostly because of reduced activity related to housing and community development. There was a decrease of $356,432 from decreases in property values. Other revenues increased by $738,796 because of the reclassification of revenues from program revenues to general revenue from last year. Page 20 City of Oroville Management’s Discussion and Analysis Governmental Expenses The 2013/14 expenses for Governmental Activities decreased by $3 million primarily from reductions in Housing and Community Development as illustrated in the chart below. Significant changes in governmental expenses consisted of the following: Housing and Community Development expenses decreased by $2.6 million because of a decline in federal grants and other resources needed by the City to operate these programs. In general, the City’s expenses decreased across all programs as a result of a change in management. Interest expense increased by $447,121 because of scheduled hikes in debt service requirements and the reclassification of debt related items such as discounts on debt issuance. Business-Type Activities The City’s net position for business type activities increased by $186,220. Total expenses for business type activities was $488,493 during the year, which was a decrease of $31,126 from prior year. As shown in the Statement of Activities, the amount paid by users of the bus transportation system was $8,328 and total operating grants and contributions were $575,078. A transfer in of $91,000 was made in to the Local Transportation Fund from the City’s General Fund for street maintenance and operating costs. Page 21 City of Oroville Management’s Discussion and Analysis FINANCIAL ANALYSIS OF THE CITY’S FUNDS A summary of the changes in fund balance of the Major Funds and Other Governmental Funds is presented below: Summary of Changes in Fund Balance Major Funds Total Revenues Total Expenditures Revenues Over (Under) Expenditures Transfers in Transfers out Net change in fund balances Beginning of year End of year General Fund $ 10,480,633 12,946,848 Sewer Fund $ 2,726,936 1,401,343 (2,466,215) 1,324,253 (23,735) (1,165,697) 4,014,794 $ 2,849,097 $ Housing Program Fund $ 347,352 508,300 First Time Home Buyer Grant Fund $ 273,842 430,616 1,325,593 (160,948) 14,541 1 (318,411) (168,837) 1,021,723 (329,784) 2,533,519 1,424,247 3,555,242 $ 1,094,463 $ Community Development Block Grant Fund $ 1,280,353 935,460 Oroville Public Financing Authority Redemption Fund $ 1,081,652 - Other Governmental Funds $ 5,593,529 6,061,226 (156,774) 344,893 1,081,652 255,000 1,613,271 (84,267) (727,417) (1,918,775) 13,959 1,230,747 (837,123) 618,021 886,844 23,294,625 631,980 $ 2,117,591 $ 22,457,502 $ Total $ 21,784,297 22,283,793 (467,697) 3,692,129 (3,188,697) 35,735 11,021,587 11,057,322 $ (499,496) 6,899,195 (6,430,139) (30,440) 43,793,637 43,763,197 The total change in fund balance from during the year, including Major Funds and Other Governmental Funds, was a decrease of $30,440. Total ending fund balance was $43.76 million. General Fund The fund balance of the City’s General Fund decreased by $1.17 million. Total revenues decreased by $46,538 while total expenditures increased by $954,937 from prior year, inclusive of the $1,852,000 remitted under protest to the State of California, originally intended as repayment of the City Loan to the Redevelopment Agency. Housing and Community Development expenditures increased by $1.9 million in the General Fund while decreasing by $1.23 million for all governmental funds combined. Among the special revenue funds, the Sewer Fund’s fund balance increased by $1.02 million because of a slight increase in revenue and a reduction in expenditures during the year. The Housing Program Fund’s fund balance decreased by $329,784 mostly from a decrease in total revenue of $221,780. This decrease in revenue was due to a reduction in loan payments in the current year. The Other Governmental Funds include all of the City’s nonmajor governmental funds which had an increase in revenue of $1.72 million and an increase in expenditures of $1.75 million. DEBT ADMINISTRATION During the year, Long-Term Debt from governmental activities decreased by $1.34 million primarily due to regular debt service payments. As of June 30, 2014, only $7.7 million was considered general City obligations subject to the City’s debt limit of $37.9 million. There was no debt attributable to business type activities as of June 30, 2014. Taxable Pension Obligation Bonds These bonds are an unconditional obligation of the City of Oroville payable from any legally available funds. The bonds are not voter-approved debt backed by the taxing power of the City of Oroville and the full faith and credit of the City has not been pledged to the repayment of the bonds. Due the increasing public employee retirement system obligations for the unfunded liability portion which triggers higher rates, the City of Oroville along with other Cities and Counties chose to issue bonds for Page 22 City of Oroville Management’s Discussion and Analysis the unfunded liability to stabilize the rates going forward for retirement. The City of Oroville’s initial portion of the bond issuance equaled $7.26 million and the balance outstanding at June 30, was $5.745 million. Oroville Public Financing Authority (“OPFA”) debt The OPFA had three outstanding revenue bond issues. The City’s credit is not impacted by OPFA revenue bond issues. All three of the OPFA bond issue proceeds were loaned to the former Oroville Redevelopment Agency (“RDA”) to fund the various projects of the RDA. When the RDA was dissolved the loans became an enforceable obligation of the Oroville Successor Agency to the Former Oroville Redevelopment Agency (“Successor Agency”). The loan payments made to the OPFA by the Successor Agency are the sole source of revenues to pay the debt service on these bonds. The loan payments and the reserve funds of each bond issue are the only security for these revenue bonds. In October 2002, the OPFA issued $18.255 million of 2002 Tax Allocation Revenue Bonds. The proceeds were loaned to the former RDA to refund prior bond issues and to provide an additional $5.25 million in money for new redevelopment projects. In August 2004, two additional tax allocation revenue bond series were issued on parity with the 2002 bonds by the OPFA. The two series included the 2004 Tax Allocation Revenue Bonds, Series A in the amount of $8.48 million and the 2004 Taxable Tax Allocation Revenue Bonds, Series B in the amount of $2.145 million. The proceeds of both series were loaned to the former RDA to refund an older issue, and to provide an additional $5.375 million in money for new redevelopment projects. In order to reduce debt service costs and increase residual distributions to taxing agencies, the Successor Agency is considering the issuance of refunding bonds in the subsequent fiscal year. If approved this refunding is anticipated to be completed by March of 2015. The following table summarizes the City’s debt at the end of the year: Outstanding Long-Term Obligation at Year End Governmental Activities Oroville Public Financing Authority bonds Pension obligation bonds USDA COP loan Net OPEB obligation Compensated absences Total outstanding long-term obligations $ $ 22,435,000 5,745,000 611,500 826,043 582,030 30,199,573 $ $ 23,344,652 6,018,956 630,700 588,327 956,794 31,539,429 Business-Type Activities Total outstanding long-term obligations $ - $ - Additional detail and information on long‐term debt activity is described in the notes to the financial statements. Page 23 City of Oroville Management’s Discussion and Analysis 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, 2014 , net capital assets of the governmental activities totaled $36.3 million and the net capital assets of the business type activities totaled $‐0‐. Depreciation on capital assets is recognized in the Government‐Wide Financial Statements. The City has elected to use straight line depreciation as defined by GASB Statement No. 34 for calculation of depreciation. The following table summarizes the City’s capital assets at the end of the year: Capital Assets at Year End - Net of Accumulated Depreciation Governmental Activities Land Land improvements Buildings Underground collection system Machinery and equipment Infrastructure Construction in progress Total Capital Assets, Net of Depreciation $ 5,982,029 6,286,108 7,883,290 1,978,233 3,246,258 10,232,130 736,840 $ 36,344,888 $ $ 5,982,029 5,563,749 7,968,312 2,049,957 3,386,347 11,131,861 736,840 36,819,095 Business-Type Activities Total Capital Assets, Net of Depreciation $ - $ - Additional detail and information on capital asset activity is described in the notes to the financial statements. GENERAL FUND BUDGETARY HIGHLIGHTS Changes from the City's General Fund original budget to the final budget are detailed in the Required Supplementary Information Section along with a comparison to actual activity for the year ended. Changes to the City's budget that increase or decrease appropriations in a fund must be approved by a resolution of the City Council. Modifications to the budget that are a realignment of fiscal activities with no impact to the fund's bottom line may be approved by the City Administrator. There were no significant changes from the City’s original budget to the final budget during the year. The General Fund adopted revenue budget was $10.63 million, and adopted transfers in was $1.15 million. The General Fund adopted expenditure budget was $13.95 million and adopted transfers out was $23,735. Budget adjustments were not made during the year. Page 24 City of Oroville Management’s Discussion and Analysis ECONOMIC FACTORS AND OUTLOOK Oroville’s economy has begun a process of slow recovery. Although the economy is showing signs of stability, the City had made significant cuts to navigate its way through the fiscal crisis. Cut backs, deferred maintenance and replacement of equipment need to be addressed in current and ongoing operations. Management is striving to continue to meet the rising needs of the community by making sound decisions for the future. REQUEST FOR FINANCIAL INFORMATION This financial report is designed to provide a general overview of the City of Oroville's finances for all of Oroville's residents, taxpayers, customers, investors, and creditors. This financial report seeks to demonstrate the City's accountability for the money it receives. Questions concerning any of the information provided in this report or requests for additional information should be addressed to the Department of Finance at 1735 Montgomery Street, Oroville, CA 95965, or visit the City of Oroville webpage at http://www.cityoforoville.org/. Page 25 This Page Intentionally Left Blank Page 26 BASIC FINANCIAL STATEMENTS Page 27 This page is intentionally blank Page 28 City of Oroville Statement of Net Position June 30, 2014 BusinessType Activities Governmental Activities ASSETS Current Assets: Cash and investments Restricted cash and investments Receivables Oroville Successor Agency receivable Inventory Total Current Assets $ 19,139,040 1,950,948 1,749,478 845,000 85,613 23,770,079 $ Noncurrent Assets: Oroville Successor Agency noncurrent receivable Loans receivable Real property held for resale Capital Assets: Nondepreciable Depreciable, net of accumulated depreciation Total Capital Assets Total Noncurrent Assets Total Assets 6,718,869 29,626,019 36,344,888 97,698,565 $ 121,468,644 $ DEFERRED OUTFLOWS OF RESOURCES Deferred Charge for Pension Obligations Total Deferred Outflows of Resources $ 4,066,542 4,066,542 $ 21,590,000 37,844,862 1,918,815 LIABILITIES Current Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Interest payable Unearned revenues Claims payable Long-term obligations - due within one year Total Current Liabilities $ Noncurrent Liabilities: Long-term obligations - due in more than one year Total Liabilities NET POSITION Net investment in capital assets Restricted for: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Housing and Community Development Debt service Total Restricted Unrestricted Total Net Position 292,213 252,777 91,222 575,000 39,024,555 306,087 1,375,508 41,917,362 - $ - 898 898 $ 898 $ 13,298,388 $ - 672,198 85,731 3,758,454 101,147 931,675 3,843,574 24,483,219 33,876,457 7,618,914 $ 54,793,759 Page 29 423,181 28,824,065 $ 70,741,427 459 The accompanying notes are an integral part of these financial statements. 398,667 24,514 423,181 - $ 422,283 422,283 City of Oroville Statement of Activities For the Year Ended June 30, 2014 Program Revenues Functions/Programs Primary Government: Governmental Activities: General Government Public Safety Public Works Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Interest and fiscal charges Total Governmental Activities Business-Type Activities: Local Transportation Total Business-Type Activities Expenses $ $ 2,571,905 7,776,039 1,266,059 638,448 1,226,718 592,427 1,493,462 3,512,865 1,965,879 21,043,802 $ 488,493 488,493 Operating Grants and Contributions Charges for Services $ $ 1,044,339 586,558 90,817 168,645 126,747 292,342 2,759,432 1,346,634 6,415,514 $ 8,328 8,328 $ $ 173,816 600,885 270,690 339,113 3,456 1,575,545 2,963,505 $ 575,078 575,078 Net (Expense) Revenue and Change in Net Position Capital Grants and Contributions $ $ $ 56,698 1,224,077 1,280,775 - Governmental Activities Total $ $ 1,218,155 1,187,443 90,817 496,033 465,860 1,516,419 2,762,888 2,922,179 10,659,794 $ 583,406 583,406 $ General Revenues: Taxes: Property taxes Sales and use taxes Sales and use taxes in-lieu Transient occupancy taxes Utility users taxes Franchise taxes Other taxes Total taxes Investment earnings Other revenues Transfers Total General Revenues Change in Net Position Net Position - Beginning of Year Prior Period Adjustments Net Position - Beginning of Year, As Adjusted Net Position - End of Year $ The accompanying notes are an integral part of these financial statements. Page 30 Business-Type Activities (1,353,750) (6,588,596) (1,175,242) (142,415) (760,858) 923,992 1,269,426 (590,686) (1,965,879) (10,384,008) Total $ (1,353,750) (6,588,596) (1,175,242) (142,415) (760,858) 923,992 1,269,426 (590,686) (1,965,879) (10,384,008) 94,913 94,913 94,913 94,913 1,605,675 3,045,776 2,053,454 426,190 1,594,686 513,879 326,716 9,566,376 296,696 738,796 434,055 11,035,923 307 91,000 91,307 1,605,675 3,045,776 2,053,454 426,190 1,594,686 513,879 326,716 9,566,376 297,003 738,796 525,055 11,127,230 651,915 186,220 838,135 54,074,271 67,573 54,141,844 236,063 236,063 54,310,334 67,573 54,377,907 54,793,759 $ 422,283 $ 55,216,042 City of Oroville Balance Sheet Governmental Funds June 30, 2014 Major Funds General Fund ASSETS Cash and investments Restricted cash and investments Receivables: Taxes Accounts Sewer service charges Interest Due from other funds Inventory Loans receivable Advances to other funds Due from Oroville Successor Agency Real property held for resale Total assets $ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Advances from other funds Total liabilities Fund Balances: Nonspendable Interfund Inventory Due from Oroville Successor Agency Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Housing and Community Development Debt service Committed: General Government Health and Sanitation Housing and Community Development Future salaries and benefits General reserve Other commitments Assigned: Budgetary carryovers General Government Parks and Leisure Health and Sanitation Housing and Community Development Debt service Unassigned Total fund balances Total liabilities and fund balances $ Housing Program Fund Sewer Fund $ 972,535 - First Time Home Buyer Grant Fund $ 631,980 - Community Development Block Grant Fund 1,582,891 - $ 3,409,766 - 633,157 853,404 11,707 461,262 32,594 711,515 4,286,530 16,949 138,816 3,565,531 5,970 6,303,887 1,207,300 8,489,692 15,414,716 16,046,696 28 8,623,506 10,744,092 140,641 160,661 997,315 138,816 1,437,433 1,243 9,046 10,289 746 7,394,483 7,395,229 15,414,716 15,414,716 48,922 1,634 800 8,575,145 8,626,501 $ 2,120,558 - 32,594 - - - - - - - - - - - - 1,300 800,000 113,750 250,354 23,455 663,426 8,037 - 20,463 1,607,181 2,849,097 4,286,530 2,882,348 1,431 3,555,242 $ 3,565,531 1,094,003 460 1,094,463 $ 8,489,692 The accompanying notes are an integral part of these financial statements. Page 31 631,980 631,980 $ 16,046,696 Oroville Public Financing Authority Fund $ Total Governmental Funds $ 9,482,239 1,950,948 $ 18,222,471 1,950,948 151,563 76,700 29,154 4,012 8,090,662 19,785,278 633,157 1,004,967 16,949 94,405 490,416 36,606 38,432,771 138,816 22,435,000 1,918,815 85,375,321 65,487 20,799 90,004 449,889 8,101,777 8,727,956 257,039 192,140 90,804 449,889 40,483,436 138,816 41,612,124 29,154 4,012 - 29,154 36,606 22,435,000 - 459 459 - 672,198 85,731 3,758,454 101,147 931,675 2,025,717 672,198 85,731 3,758,454 101,147 931,675 3,843,574 2,025,717 - 918,535 2,382,196 62,346 - 919,835 1,463,426 2,382,196 113,750 320,737 23,455 22,502 22,435,000 22,457,502 - 22,435,000 2,117,591 2,117,591 $ 10,744,092 Other Governmental Funds $ 22,484 18 22,457,502 22,457,502 20,463 19,243 19,243 406,009 406,009 2,882,348 31,907 31,907 36,328 58,812 (407,789) 1,201,301 11,057,322 43,763,197 $ 19,785,278 $ 85,375,321 City of Oroville Reconciliation of the Government Funds Balance Sheet to the Government-Wide Statement of Net Position June 30, 2014 Total Fund Balances - Total Governmental Funds $ 43,763,197 Amounts reported for governmental activities in the statement of net position were different because: Capital assets used in governmental activities were not current financial resources. Therefore, they were not reported in the Governmental Funds Balance Sheet. The capital assets were adjusted as follows: Capital assets Less: accumulated depreciation Total Capital Assets 84,235,407 (47,890,519) 36,344,888 Interest payable on long-term debt did not require current financial resources. Therefore, interest payable was not reported as a liability in Governmental Funds Balance Sheet. (575,000) Internal service funds are used by management to charge the costs of stores, vehicle maintenance and various insurance costs to individual funds. The assets and liabilities of the internal service funds are included in the governmental activities in the statement of net position. 522,733 Certain prepaid expenses were reported as expenditures when incurred in the funds but are capitalized and amortized in the statement of net position as follows: Deferred charge for pension obligation 4,066,542 Liabilities were reported for certain revenues that were not available to pay current period expenditures and were reported as unearned in the fund statements. 870,972 Long-term obligations were not due and payable in the current period. Therefore, they were not reported in the Governmental Funds Balance Sheet. The long-term liabilities were adjusted as follows: Bonds payable USDA loan payable Compensated absences Net other postemployment benefit liability Total Long-Term Obligations Net Position of Governmental Activities (28,180,000) (611,500) (582,030) (826,043) (30,199,573) $ The accompanying notes are an integral part of these financial statements. Page 32 54,793,759 City of Oroville Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds June 30, 2014 Major Funds General Fund REVENUES Taxes: Property taxes Sales and use taxes Sales and use taxes in-lieu Transient occupancy taxes Utility users taxes Franchise taxes Other taxes License and permits Fines and forfeitures Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ 1,605,675 3,045,776 2,119,368 426,190 1,594,686 513,879 66,612 390,568 85,734 25,869 117,282 340,267 148,727 10,480,633 Housing Program Fund Sewer Fund $ 4,748 2,702,571 19,617 2,726,936 $ 52,619 6,407 288,326 347,352 First Time Home Buyer Grant Fund Community Development Block Grant Fund $ $ 7,541 227,731 38,570 273,842 80,571 1,092,490 107,292 1,280,353 Oroville Public Financing Authority Redemption Fund $ 1,081,652 1,081,652 Other Governmental Funds Total Governmental Funds $ $ ` 260,104 167,510 332,439 3,608,037 185,788 1,039,651 5,593,529 1,605,675 3,045,776 2,119,368 426,190 1,594,686 513,879 326,716 558,078 85,734 1,585,439 5,045,540 3,235,033 1,642,183 21,784,297 EXPENDITURES Current: General Government Public Safety Public Works Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Debt service Principal retirement Interest and fiscal charges Capital outlay Total Expenditures 2,343,109 6,905,756 240,738 566,271 692,181 890 2,180,118 1,389,625 - 372,639 430,616 163 924,068 - 113,619 374,164 59,215 111,331 439,095 4,514 963,364 2,456,728 7,279,920 240,738 625,486 803,675 439,095 1,395,029 4,870,805 17,785 12,946,848 11,718 1,401,343 135,661 508,300 430,616 11,229 935,460 - 1,154,200 1,442,330 1,399,394 6,061,226 1,154,200 1,442,330 1,575,787 22,283,793 Excess (Deficiency) of Revenues over Expenditures (2,466,215) 1,325,593 (160,948) (156,774) 344,893 1,081,652 1 (168,837) (168,836) 255,000 (84,267) 170,733 1,613,271 (727,417) 885,854 (1,918,775) (1,918,775) (329,784) 13,959 1,230,747 618,021 886,844 23,294,625 11,021,587 43,793,637 631,980 $ 2,117,591 $ 22,457,502 $ 11,057,322 $ 43,763,197 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending 1,324,253 (23,735) 1,300,518 14,541 (318,411) (303,870) (1,165,697) 1,021,723 4,014,794 2,533,519 1,424,247 $ 2,849,097 $ 3,555,242 $ 1,094,463 The accompanying notes are an integral part of these financial statements. Page 33 $ (837,123) (467,697) (499,496) 3,692,129 (3,188,697) 503,432 6,899,195 (6,430,139) 469,056 35,735 (30,440) City of Oroville Reconciliation of the Governmental Funds Statement of Revenues, Expenditures and Changes in Fund Balances to the Government-Wide Statement of Activities For the Year Ended June 30, 2014 Net Change in Fund Balances - Total Governmental Funds Amounts reported for governmental activities in the Statement of Activities and Changes in net position were different because: $ Governmental Funds report capital outlay as expenditures. However, in the Government-Wide Statement of Activities and Changes in net position, the cost of those assets was allocated over their estimated useful lives as depreciation expense. Capital outlay Depreciation expense (30,440) 1,640,682 (2,114,889) Internal service funds are used by management to charge the costs of stores, vehicle maintenance, and various insurance costs to individual funds. The net revenue or (excess expenses) of the internal service funds is reported with government activities. (130,321) Certain revenues were not recorded or recorded as unearned revenue in the governmental funds because they did not meet the revenue recognition criteria of availability. However, they were included as revenue in the Government-Wide Statement of Activities under the full accrual basis. 805,058 Long-term compensated absences and claims payables were reported in the Government-Wide Statement of Activities, but they did not require the use of current financial resources and were not reported as expenditures in governmental funds. Compensated absences 374,765 Repayment of bond principal was an expenditure in governmental funds, but the repayment reduced long-term liabilities in the Government-Wide Statement of net position. Bonds USDA loan 1,135,000 19,200 Certain expenses reported in the statement of activities do not require the use of current financial resources and are not reported as expenditures in the fund statements as follows: Other postemployment benefits Amortization of bond discounts Amortization of bond premiums Amortization of bond refunding loss Amortization of prepaid pension obligation (237,715) (81,198) 129,806 (171,323) (415,690) Interest expense on long-term debt was reported in the Government-Wide Statement of Activities and Changes in net position, but it did not require the use of current financial resources. Therefore, interest expense was not reported as expenditures in governmental funds. The following amount represented the change in accrued interest from prior year. (271,020) Change in Net Position of Governmental Activities The accompanying notes are an integral part of these financial statements. Page 34 $ 651,915 City of Oroville Statement of Net Position Proprietary Funds June 30, 2014 Business-type Activities Enterprise Fund Local Transportation Fund ASSETS Current assets: Cash and investments Accounts receivable Inventory Total assets $ 398,667 24,514 423,181 $ $ $ 898 898 $ 35,174 60,637 418 40,527 306,087 442,843 $ $ 422,283 422,283 $ $ 522,733 522,733 $ LIABILITIES Current liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Claims payable Total liabilities $ NET POSITION Unrestricted Total net position The accompanying notes are an integral part of these financial statements. Page 35 Governmental Activities Internal Service Funds $ 916,569 49,007 965,576 City of Oroville Statement of Revenues, Expenses and Changes in Fund Net Position Proprietary Funds For the Year Ended June 30, 2014 Business-type Activities Enterprise Fund Local Transportation Fund OPERATING REVENUES Passenger fares Charges for services Reimbursements Total operating revenues $ OPERATING EXPENSES Salaries and benefits Supplies Other services and charges Claims Total operating expenses 8,328 8,328 Governmental Activities Internal Service Funds $ 859,627 859,627 488,493 488,493 153,001 295,479 33,830 474,010 956,320 (480,165) (96,693) NONOPERATING REVENUES(EXPENSES) Local transportation tax Investment earnings Total nonoperating revenues(expenses) 575,078 307 575,385 1,373 1,373 Income (loss) before operating transfers 95,220 (95,320) Transfers in Transfers out Change in net position 91,000 186,220 (35,001) (130,321) Total net position - beginning Prior period adjustment Total net position - beginning , as adjusted 236,063 236,063 585,481 67,573 653,054 Operating income (loss) Total net position - ending $ The accompanying notes are an integral part of these financial statements. Page 36 422,283 $ 522,733 City of Oroville Statement of Cash Flows Proprietary Funds For the Year Ended June 30, 2014 Business-type Activities Enterprise Fund Local Transportation Fund Cash flows from operating activities: Receipts from customers and users Receipts from interfund services provided Payments to suppliers Payments to employees Net cash provided (used) by operating activities $ Cash flows from noncapital financing activities: Local transportation tax Interfund transactions Net cash provided (used) by noncapital financing activities 8,328 (488,570) (480,242) Governmental Activities Internal Service Funds $ 556,935 91,000 647,935 953,174 (832,218) (152,477) (31,521) (35,001) (35,001) Cash flows from investing activities: Investment income Net cash provided (used) by investing activities 307 307 Net increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning Cash and cash equivalents - ending $ 168,000 230,667 398,667 $ (65,149) 981,718 916,569 $ (480,165) $ (96,693) Reconciliation of operating income to net cash provided (used) by operating activities: Operating income (loss) Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities: Prior period adjustments Change in operating assets and liabilities: Accounts receivables Inventory Accounts payable Payroll related liabilities Other payables and accruals Interfund receivables and payables Claims payable Net cash provided (used) by operating activities The accompanying notes are an integral part of these financial statements. Page 37 1,373 1,373 - 67,573 (77) - $ (480,242) $ 607 (1) (182) 25,056 40,527 (68,408) (31,521) City of Oroville Statement of Fiduciary Net Position Fiduciary Funds June 30, 2014 Oroville Successor Agency Private-Purpose Trust Funds ASSETS Cash and investments Receivables: Taxes Accounts Grants Interest Real property held for resale Loans receivable Capital Assets: Non-depreciable Depreciable, net of accumulated depreciation Total assets LIABILITIES Accounts payable Payroll related liabilities Other payables and accruals Deposits payable Due to other agencies Unearned revenues Accrued interest Due to Oroville Public Financing Authority Total liabilities $ $ 5,299,988 8,930 362 196,076 239,306 1,485,232 414,471 7,644,365 $ 1,386 1,765 8,889 1,183 425,322 524,000 22,435,000 $ 23,397,545 LIABILITIES Held in trust $ (15,753,180) The accompanying notes are an integral part of these financial statements. Page 38 Agency Funds $ 496,672 19 $ 496,691 $ 11,704 279,035 205,952 $ 496,691 City of Oroville Statement of Changes in Fiduciary Net Position Private Purpose Trust Funds For the Year Ended June 30, 2014 Oroville Successor Agency Private-Purpose Trust Funds ADDITIONS Redevelopment property tax trust fund allocations Intergovernmental Loan collections Investment earnings Total additions DEDUCTIONS Administrative Blight removal Other agencies Levee project Brownsfield assessment Loan interest and fiscal charges Depreciation Transfers out Total deductions $ 1,991,739 401,110 58,411 41,940 2,493,200 79,832 5,280 44,481 1,080 6,500 1,365,548 25,107 525,055 2,052,883 Change in net position 440,317 Total net position - beginning (16,193,497) Total net position - ending $ (15,753,180) The accompanying notes are an integral part of these financial statements. Page 39 City of Oroville Notes to the Basic Financial Statements June 30, 2014 NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The basic financial statements of the City of Oroville, California, (the City) have been prepared in conformity with generally accepted accounting principles (GAAP) as applied to governmental agencies. The Governmental Accounting Standards Boards (GASB) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. The more significant of the City's accounting policies are described below. A. Financial Reporting Entity The City of Oroville was incorporated January 3, 1906 under the applicable laws and regulations of the State of California. The City operates under a Council-Administrator form of government and provides the following services as authorized by its charter: public safety (police, fire and code enforcement), streets and highways, sanitation, health and social services, cultural-recreation, public improvements planning and zoning, and general administrative services. As required by GAAP, these basic financial statements present the City and its component units, entities for which the City is considered to be financially accountable. The City Council acts as the governing board. In addition, the City staff performs all administrative and accounting functions for these entities and these entities provide their services entirely to the City. Blended component units, although legally separate entities are, in substance, part of the City's operations and data from these units are combined with data of the City. Discretely presented component units, on the other hand, are reported in a separate column in the government-wide financial statements to emphasize their legal separateness from the City. Each blended component unit has a June 30 year-end. The City had no discretely presented component units. Oroville Successor Agency (OSA) The City has elected to serve as the successor agency of the Oroville Redevelopment Agency, which formerly was a blended component unit of the City. In its capacity as the Successor Agency, the City will be responsible to wind-up the affairs of the former RDA, and dispose of the RDA’s assets in compliance with State legislative requirements. The OSA is governed by a seven (7) member Oversight Board comprised of one (1) Oroville City Council member, (1) City employee, and members appointed by the Butte County Board of Supervisors (2), the Superintendent of the Butte County Office of Education (1), the Feather River Recreation and Parks Board (1), the Chancellor of the California Community College System (1). Activities of the OSA are reported as a private-purpose trust fund in the accompanying financial statements. The following entity is reported as blended component unit: The Oroville Public Financing Authority (Authority) The Authority was established on January 21, 1992 and is a joint powers authority created by the City of Oroville. The Authority was formed, organized and is existing pursuant to the provisions of Articles 1 through 4 (commencing with Section 6500) of Chapter 5, Division 7, Title 1 of the California Government Code (Mark-Roos Local Bond Pooling Act of 1985). The City and Authority are legally separate entities. For financial reporting purposes, the Authority is reported as if a part of the City's operations because the seven (7) members of the Oroville City Council also act as the governing body of the Authority and the purpose of the Authority is to assist in the financing of public capital improvements. The Authority does not prepare separate, stand-alone financial statements. Page 40 City of Oroville Notes to the Basic Financial Statements June 30, 2014 B. Basis of Accounting and 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, liabilities, 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 and Changes in Net Position. These statements present summaries of governmental and business-type activities for the City. Fiduciary activities of the City are not included in these statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. These statements are presented on an "economic resources" measurement focus and the accrual basis of accounting. Accordingly, all of the City's assets, deferred outflows of resources, liabilities, deferred inflows of resources (including capital assets, as well as infrastructure assets, and long-term liabilities), are included in the accompanying Statement of Net Position. The Statement of Activities presents changes in net position. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred. The Statement of Activities demonstrates the degree to which the direct expenses of a given function or segment is offset by program revenues. Direct expenses are those clearly identifiable with a specific function or segment. In conformity with the City’s indirect cost allocation plan, certain indirect costs are included in the program expense reported for individual functions and activities. Certain types of transactions are reported as program revenues for the City in three categories: Charges for services Operating grants and contributions Capital grants and contributions Separate financial statements are provided for governmental funds, proprietary funds, and fiduciary funds, even though the fiduciary funds are excluded from the government-wide financial statements. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements. 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. The following interfund activities have been eliminated: Transfers in/Transfers out Internal Service Fund charges Page 41 City of Oroville Notes to the Basic Financial Statements June 30, 2014 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 aggregated. An accompanying schedule is presented to reconcile and explain the differences in net position as presented in these statements to the net position presented in the government-wide financial statements. The City has presented all major funds that met the applicable criteria. 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, deferred outflows of resources, current liabilities, and deferred inflows of resources are included on the balance sheets. The Statement of Revenues, Expenditures and Changes in Fund Balances present increases (revenues and other financing 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 (up to 60 days after year-end) are recognized when due. The primary revenue sources, which have been treated as susceptible to accrual by the City, are property tax, sales tax, special assessments, intergovernmental revenues, other taxes, interest revenue, rental revenue and certain charges for services. Fines, forfeitures, licenses and permits and parking meter revenues are not susceptible to accrual because they are usually not measurable until received in cash. Expenditures are recorded in the accounting period in which the related fund liability is incurred. Unearned revenues arise when potential revenues do not meet both the "measurable" and "available" criteria for recognition in the current period. Unearned revenues also arise when the government receives resources before it has a legal claim to them, as when grant monies are received prior to incurring qualifying expenditures. In subsequent periods when both revenue recognition criteria are met or when the government has a legal claim to the resources, the unearned revenue is removed from the combined balance sheet and revenue is recognized. The following funds are major funds: General Fund The General Fund is used to account for all of the general resources of the City not specifically levied or collected for other City funds and the related expenditures. The General Fund accounts for all financial resources of the City which are not accounted for in another fund. Sewer Fund This special revenue is used to account for the activities related the City’s sewage collection system and the collection and remission of fees on behalf of SC-OR for sewage treatment. The revenues of this fund principally consist of fees charged to customers connected to the sewer system. Housing Program Fund This special revenue fund accounts for the administration and operation of the City’s low and moderate income housing program subsequent to the dissolution of the former Oroville Redevelopment Agency. Principal revenues consist of payments received from loans extended to low and moderate income housing citizens and the proceeds from the sale of housing properties. Page 42 City of Oroville Notes to the Basic Financial Statements June 30, 2014 First Time Home Buyer Grant Fund This special revenue fund accounts for the loan and administrative activity of the City’s first time home buyers program. Revenues are primarily proceeds from the Federal and State HOME Investment Partnership grant programs. Community Development Block Grant Fund This special revenue fund was established to account for amounts received from Community Development Block Grants and for the loan and administrative activities of the City’s various CDBG grants. Oroville Public Financing Authority Fund This special revenue fund accounts for the activities related to financing public capital improvements. Revenues consist of loan payments received from the Oroville Successor Agency. Additionally, the City reports the following nonmajor fund types of governmental funds: Special Revenue Funds Special revenue funds account for and report the proceeds of specific revenue sources that are restricted, committed or assigned to specific purposes other than debt service or capital projects. Debt Service Funds Debt service funds account for the accumulation of resources for, and payment on, long-term obligation debt principal and interest. Capital Project Funds Capital project funds account for and report financial resources that are restricted, committed, or assigned to expenditure for capital outlays, including the acquisition or construction of capital facilities and other capital assets in governmental funds. Proprietary Funds In the fund financial statements, proprietary funds are presented using the accrual basis of accounting. Revenues are recognized when they are earned and expenses are recognized when the related goods or services are delivered. In the fund financial statements, proprietary funds are presented using the “economic resources measurement focus”. This means all assets, deferred outflows of resources, liabilities (whether current or noncurrent) and deferred inflows of resources associated with their activities are included on their balance sheets. Proprietary fund type operating statements present increases (revenues) and decreases (expenses) in total net position. Proprietary fund operating revenues, such as charges for services, result from exchange transactions associated with principal activity of the fund. Exchange transactions are those in which each party receives and gives up essentially equal value. Non-operating revenues, such as subsidies, taxes, and investment earnings result from nonexchange transactions or ancillary activities. Amounts paid to acquire capital assets are capitalized as assets in the internal service funds financial statements. The City has only one enterprise fund that has been reported as a major proprietary fund as follows: Local Transportation Fund The Local Transportation Fund is used to account for the operations of the Oro Express subsidized taxi Page 43 City of Oroville Notes to the Basic Financial Statements June 30, 2014 service and the City’s share of revenues and expenses for the Butte County Transit and Oroville Area Transit in accordance with the Transportation Development Act of the State of California. The City’s internal service funds are proprietary funds. Internal service funds account for charges to City departments for services provided, on a cost reimbursement basis, in the following areas: payroll revolving activity, stores (purchasing), vehicle maintenance, workers’ compensation, unemployment insurance and vision insurance services Fiduciary Fund Financial Statements Private-Purpose Trust Fund The Private-Purpose Trust Fund accounts for the activities of the City acting as the Successor Agency to the Oroville Redevelopment Agency. Agency Funds Agency funds are used by the City to report resources held by the City in a custodial capacity for the Feather River Bluffs assessment district, special deposits trust, BINTF Trust, and Honor Grove. These funds are used to record the receipt, temporary investment and remittance of fiduciary resources to individuals, private organizations or other governments. C. Cash, Cash Equivalents and Investments The City pools its available cash for investment purposes. The City's cash and cash equivalents are considered to be cash on hand, demand deposits, and short-term investments with original maturity of three months or less from the date of acquisition. Cash and cash equivalents are combined with investments and displayed as Cash and Investments. Deposit and Investment Risk Disclosures - In accordance with GASB Statement No. 40, Deposit and Investment Disclosures (Amendment of GASB Statement No. 3), certain disclosure requirements, if applicable, for Deposits and Investment Risks in the following areas: Interest Rate Risk Credit Risk ▬ Overall ▬ Custodial Credit Risk ▬ Concentrations of Credit Risk Foreign Currency Risk Other disclosures are specified including use of certain methods to present deposits and investments, highly sensitive investments, credit quality at year-end and other disclosures. The City participates in an investment pool managed by the State of California titled Local Agency Investment Fund (LAIF), which 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 to change in interest rates. D. Inventory Inventory is valued at the lower of cost (first-in, first-out) or market. Inventory in the General and Airport Page 44 City of Oroville Notes to the Basic Financial Statements June 30, 2014 funds includes materials, parts and supplies held for outdoor lighting for streets and runways. Inventory in the Stores Revolving Fund consists of expendable supplies held for consumption. Inventory in the Vehicle Maintenance Fund consists of expendable supplies for vehicle repair and maintenance. The cost is charged to the individual departments and funds as inventories are disbursed. Inventories are reconciled, and expenditures are distributed, on a quarterly basis. E. Interfund Receivables and Payables Transactions between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as “advances to/advances from other funds”. All other outstanding balances between funds are reported as “due to/from other funds”. F. Receivables Included in the amount reported for receivables was $285,800 in fees and penalties assessed by the City for violations of the Oroville City Code. It is the City’s policy to defer revenue recognition of these fees and penalties until the amounts have actually been collected in cash. Therefore, a liability has been recorded for the entire amount. No allowance for uncollectible accounts receivable has been provided as management has determined that uncollectible accounts have historically been immaterial and the direct write-off method does not result in a material difference from the allowance method. G. Due from Oroville Successor Agency As discussed in the Long-Term Debt note, the Oroville Public Financing Authority (OPFA) made loans to the Oroville Successor Agency (formerly the Oroville Redevelopment Agency). Loan payments received by the OPFA are required to be used for debt service payments on bonds issued by the OPFA. The total amount due from the OSA at June 30, 2014 was $22,435,000. H. Loans Receivable Under the Community Development Block Grant (CDBG) Loan Program and Home Investment Partnerships (HOME) Program, which are funded by the Department of Housing and Urban Development through the State Department of Housing and Community Development (HCD), and the City's Revolving Loan Program (RLF), loans are made to qualified individuals and businesses within prescribed project areas for the purpose of housing acquisition, housing rehabilitation and/or economic development. The majority of these loans are on a deferred payback program for 15 years or upon transfer of title. In accordance with accounting procedures prescribed by HCD, repayments of the outstanding loans are classified as a revenue source in the Community Development Block Grant Fund, First Time Home Buyers Fund and the City's various revolving loan funds. The long-term portion of loans receivable has been offset by Unearned Revenues in the accompanying financial statements, as applicable. I. Advances Advances between funds and due from/to other funds are offset by a nonspendable fund balance in applicable Town funds to indicate the extent to which they are not available for appropriation and are not expendable available financial resources. Page 45 City of Oroville Notes to the Basic Financial Statements June 30, 2014 J. Real Property Primarily Held for Resale Under the terms of the loans granted by the City, several real properties have been acquired through foreclosure proceedings. In addition the City has acquired and constructed homes for the purpose of infilling the supply of low and moderate housing. These properties will be subsequently sold and the proceeds placed back into the low and moderate income housing programs. Therefore, these properties have been recorded as an asset on the accompanying financial statements at the lower of cost (the amount of the unpaid loan plus costs for foreclosure properties) or market and fully offset by recognizing a liability for unearned revenue. K. Capital Assets Capital assets, which include property, plant, equipment, and infrastructure assets (e.g. roads, bridges, sidewalks, and similar items) are reported in the governmental column in the governmental-wide financial statements. The City’s business-type activity had no capital assets. The City defines capital assets as assets with an initial individual cost of more than $5,000 and an estimated useful life in excess of two years. Capital assets are valued at cost where historical records are available and at an estimated historical cost where no historical records exist. Donated fixed assets are valued at their estimated fair market value on the date received. The costs of normal maintenance and repairs that do not add to the value of the asset or materially extend asset lives are not capitalized. Improvements are capitalized and depreciated over the remaining useful lives of the related fixed assets, as applicable. Interest is capitalized on the construction or acquisition of major assets using debt proceeds. The amount of interest to be capitalized is calculated by offsetting interest expense incurred from the date of the borrowing until completion of the project with interest earned on invested proceeds over the same period. No interest was capitalized during the year ended June 30, 2014. The City’s museums contain collections of historical artifacts including antique tools, Chinese artifacts and artwork, and relics from the region’s past. These collections are protected, cared for and preserved by the City for the purpose of public exhibition; and proceeds from the sale of any item, if any, are used to acquire additional items for the collection. Therefore, the City has elected not to capitalize these collections. Depreciation is recorded on a straight-line basis over the useful lives of the assets as follows: Land improvements Buildings Underground collection system Machinery and equipment Infrastructure 15 – 50 Years 20 – 50 Years 30 – 60 Years 5 – 20 Years 15 – 50 Years L. Deferred Outflows/Deferred Inflows Deferred outflows of resources is a consumption of net assets by the City that is applicable to a future reporting period; for example, prepaid items and deferred charges. Page 46 City of Oroville Notes to the Basic Financial Statements June 30, 2014 Deferred inflows of resources is an acquisition of net assets by the City that is applicable to a future reporting period; for example, unearned revenue and advance collections. The City is a member of the California Public Employees’ Retirement System (PERS). In fiscal year 2006/07, the City issued $7,260,000 in Pension Obligation Bonds in order to pay the City’s unfunded actuarial accrued liability with PERS. The payment to PERS is a deferred charge reported as a deferred outflow of resources in the government-wide financial statement and is being amortized on a straight-line basis over the 17 year life of the bonds. M. Interest Payable In the government-wide financial statements, interest payable of long-term debt is recognized as an incurred liability for governmental fund types. The City has not allocated the interest on long-term debt to departments. In the fund financial statements, governmental fund types do not recognize the interest payable when the liability is incurred. Interest on long-term debt is recorded in the fund statements when payment is made. N. Claims Payable The City records a liability to reflect an actuarial estimate of ultimate uninsured losses for workers' compensation claims. The estimated liability for workers' compensation claims a include "incurred but not reported" (IBNR) claims. There is no fixed payment schedule to pay these liabilities. O. Compensated Absences In the government-wide and proprietary fund financial statements, compensated absences are recorded as incurred and the related expenses and liabilities are reported. In the fund financial statements, compensated absences are recorded as expenditures in the years paid, as it is the City's policy to liquidate any unpaid compensated absences at June 30 from future resources, rather than currently available financial resources. Only the amounts which become due at June 30 are reported in the fund financial statements as a liability. Unused vacation benefits (up to a maximum of 2 years earned benefits) are paid to employees upon termination. Unused sick leave benefits do not vest with the employee and, except as explained below, are lost upon termination. Therefore, unused sick leave benefits have not been accrued. Under the Fair Labor Standards Act (FLSA), safety employees (Police and Fire) may accrue up to 240 hours of compensatory time and general employees may accrue a maximum of 120 hours of compensatory time. Unused compensatory time is compensated for upon termination. Note: Appointed officials and "administrative" employees are exempt from coverage under FLSA. The City permits retiring employees to convert accumulated sick leave benefits to purchase continued medical insurance coverage based upon the leave dollar value at the time of retirement. The City does not provide any additional postemployment benefits for its employees, except for the Public Employees Retirement System administered by the State of California. Page 47 City of Oroville Notes to the Basic Financial Statements June 30, 2014 P. Long-Term Obligations In the government-wide financial statements and proprietary fund statements, long-term debt and other long-term obligations are reported as liabilities in the applicable governmental or business-type activities. Bond premiums and discounts are deferred and amortized over the life of the bonds using the straight-line method. Bonds payable are reported net of the applicable bond premium or discount. Debt issuance costs are expensed in year incurred. In the fund financial statements, governmental fund types recognize bond premiums and discounts, as well as bond issuance costs, during the current period. The face amount of debt issued is reported as other financial sources. Premiums received on debt issuance are reported as other financing sources while discounts on debt issuance reported as other financing uses. Issuance costs, whether or not withheld from the actual debt proceeds received, are reported as debt service expenditures. Q. Fund Balances In accordance with Government Accounting Standards Board 54, Fund Balance Reporting and Governmental Fund Type Definitions, the City classifies governmental fund balances as follows: Nonspendable Nonspensable fund balance includes fund balance amounts that cannot be spent either because it is not in spendable form or because of legal or contractual constraints. Restricted Restricted fund balance includes fund balance amounts that are constrained for specific purposes which are externally imposed by providers, such as creditors or amounts constrained due to constitutional provisions or enabling legislation. Commited Committed fund balance includes fund balance amounts that are constrained for specific purposes that are internally imposed by the government through formal action of the highest level of decision making authority and does not lapse at year-end. Committed fund balances are imposed by the City Council. Assigned Assigned fund balance includes fund balance amounts that are intended to be used for specific purposes that are neither considered restricted or committed. Fund balance may be assigned by the City Administrator or the Finance Director. Unassigned The Unassigned Fund Balance category represents fund balance which may be held for specific types of uses or stabilization purposes, but is not yet directed to be used for a specific purpose The detail of amounts reported for each of the above defined fund balance categories is reported in the governmental funds balance sheet and in the combining nonmajor fund balance sheets. Page 48 City of Oroville Notes to the Basic Financial Statements June 30, 2014 Flow Assumption / Spending Order Policy When expenditures are incurred for purposes for which both restricted and unrestricted fund balance is available, the City considers restricted funds to be spent first. When expenditures are incurred for which committed, assigned, or unassigned fund balances are available, the City considers amounts to be spent first out of committed funds, then assigned funds, and finally unassigned funds, as needed, unless the City Council has directed otherwise. Deficit Fund Balances The City reported deficit fund balances four special revenue funds totaling $155,234 and one debt service fund totaling $252,555. The deficit fund balances are expected to be eliminated through future grant revenues and interfund transfers. Management will continue to monitor the activities within these funds. R. Net Position In the government-wide financial statements, net position is classified in the following categories: Net Investment in Capital Assets This amount consists of capital assets net of accumulated depreciation and reduced by outstanding debt that attributed to the acquisition, construction, or improvement of the assets. In addition, deferred outflows of resources and deferred inflows of resources that are attributable to the acquisition, construction, or improvement of those assets or related debt also are included in the net investment in capital assets component of net position Restricted Net Position This amount is restricted by external creditors, grantors, contributors, or laws or regulations of other governments. Certain proceeds of the Oroville Public Financing Authority revenues bonds and the loan receivable from the Oroville Successor Agency are reported as restricted net position because their use is limited by applicable bond or other covenants. Unrestricted Net Position This amount is all net position that does not meet the definition of "net investment in capital assets" or "restricted net position." The detail of amounts reported for each of the above defined net position categories is reported in the government-wide Statement of Net Position. 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. S. Interfund Transactions Interfund services provided and used are accounted for as revenue, expenditures or expenses, as appropriate. Transactions that constitute reimbursements to a fund for expenditures/expenses initially made from it that are properly applicable to another fund are recorded as expenditures/expenses in the reimbursed fund. All other interfund transactions, except for interfund services provided and used and reimbursements, are reported as transfers. Nonrecurring or nonroutine permanent transfers of equity are reported as residual equity transfers. All other interfund transfers are reported as transfers. Page 49 City of Oroville Notes to the Basic Financial Statements June 30, 2014 T. Property Tax and Special Assessments County tax assessments include secured and unsecured property taxes and special assessments. "Unsecured" refers to taxes on personal property. These tax assessments are secured by liens on the property being taxed. Revenue is recognized in the period for which the tax and assessment is levied. The County of Butte levies, bills and collects property taxes for the City, the County remits the entire amount levied and handles all delinquencies, retaining interest and penalties. Secured and unsecured property taxes for the current year were attached as an enforceable lien as of January 1st and were levied on July 1st. Taxes are due in two equal installments on December 10th and April 10th. U. Budgetary Information Annually, the City legally adopts a budget for the general, special revenue, and capital projects funds. The City follows these procedures in establishing the budgetary data reflected in the financial statements: 1. Bi-annually, in June, the City Administrator submits to the City Council a proposed operating budget for the subsequent fiscal year commencing July 1st and a financing plan for the second subsequent year. Both the operating budget and financing plan include proposed expenditures and the means of financing them. 2. Public hearings are conducted at City Hall to obtain taxpayer comments. 3. By the first Council meeting in July, and after adjustment as appropriate by the City Council, the operating budget is legally enacted through Council motion. The City's charter requires adoption of an annual budget; therefore, the financing plan is formally adopted as the operating budget at the beginning of the second fiscal year. 4. Formal budgetary integration is employed as a management control device during the year for the general fund, special revenue funds and capital projects funds as well as the Local Transportation, Stores Revolving, Vehicle Maintenance, Workers' Compensation, Unemployment and Vision Insurance funds. Formal budgetary integration is not employed for Debt Service Funds because effective budgetary control is alternatively achieved through various bond indenture provisions. These budgets are adopted on a basis consistent with generally accepted accounting principles (GAAP), accordingly, actual revenues and expenditures can be compared with related budgeted amounts without any significant reconciling items. V. Excess of Expenditures over Appropriations Expenditures did not exceed budget in any fund for which there was a legally appropriated budget for the year ended June 30, 2014. W. Encumbrances Under encumbrance accounting, purchase orders, contract and other commitments for expenditures are recorded in order to reserve that portion of the applicable appropriation. Encumbrance accounting is employed as an extension of formal budgetary integration in all funds. All appropriations and encumbrances lapse at year end, valid outstanding encumbrances (those for which performance under the Page 50 City of Oroville Notes to the Basic Financial Statements June 30, 2014 executory contract is expected in the next year) are re-appropriated and become part of the subsequent year’s budget pursuant to state regulations. X. Unearned Revenue Unearned revenue arises when assets are received before revenue recognition criteria have been satisfied. Grants and entitlements received before eligibility requirements are met are recorded as deferred inflows from unearned revenue. In the governmental fund financial statements, receivables associated with nonexchange transactions that will not be collected within the availability period have been recorded as deferred inflows from unearned revenue. Y. Use of Estimates The preparation of basic financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Z. Subsequent Events Management has considered subsequent events through December 18, 2014, the date which the financial statements were available to be issued. The financial statements include all events or transactions, including estimates, required to be recognized in accordance with generally accepted accounting principles. Management has determined that there are no non-recognized subsequent events that require additional disclosure. AA. New GASB Pronouncements Statement No. 68 - In June, 2013, 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. It also improves information provided by state and local government employers about financial support for pensions that is provided by other entities. The City is in the process of determining the impact this statement will have on the financial statements. Statement No. 69 – In January, 2013, GASB issued Statement No. 69, Government Combinations and Disposal of Government Operations. This Statement establishes accounting and financial reporting standards related to government combinations and disposal of government operations. As used in this Statement, combinations includes a variety of transactions referred to as mergers, acquisitions, and transfers of operations. The City believes there will be no financial statement effect related to this Statement. Statement No. 70 – In April, 2013, GASB issued Statement No 70, Accounting and Financial Reporting for Nonexchange Financial Guarantees. Some governments extend financial guarantees for the obligations of another government, a not-for-profit entity, or private entity without directly receiving equal or approximately equal value in exchange (a nonexchange transaction). The City does not participate in nonexchange transactions and this Statement will have no financial statement effect. Page 51 City of Oroville Notes to the Basic Financial Statements June 30, 2014 NOTE 2 - CASH AND INVESTMENTS As of June 30, 2014, cash and investments were reported in the financial statements as follows: Cash and investments Restricted cash with fiscal agent Total cash and investments Statement of Net Position Governmental Business-Type Activities Activities $ 19,139,040 $ 398,667 1,950,948 $ 21,089,988 $ 398,667 Statement of Fiduciary Net Position $ 5,796,660 $ 5,796,660 Total Cash and Investments $ 25,334,367 1,950,948 $ 27,285,315 The City's Cash and Investments consisted of the following as of June 30, 2014: Petty cash Deposits with banks Investments Total cash and investments $ $ 1,117 2,282,242 25,001,956 27,285,315 A. Cash Deposits 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, and places the City ahead of general creditors of the institution. The market value of pledged securities must equal at least 110 percent of the City's cash deposits. California law also allows institutions to secure City deposits by pledging first trust deed mortgage notes that have a value of 150 percent of the City's total cash deposits. The City has waived the collateral requirements for cash deposits which are fully insured to $250,000 by the Federal Deposit Insurance Corporation (FDIC). The bank balances before reconciling items totaled $2,564,968 at June 30, 2014 and were different from carrying amounts due to deposits in transit and outstanding checks. The amount uninsured was $2,314,968 which was collateralized by securities held by pledging financial institutions. B. Investment Policies City Investment Policy Under the provisions of the City's investment policy, and in accordance with California Government Code, the following investments are authorized: Authorized Investment Type U.S. Government Obligations U.S. Agency Obligations Time certificates of deposit Local Agency Investment Fund Repurchase agreements Pass book savings account demand deposits Money Market/Mutual Funds Bankers Acceptance Maximum Maturity (1) Maximum Total of Portfolio Maximum Investment in Anyone Issuer 3 years 3 years 1 year N/A 10 days N/A 3 years 180 days No limit 50% 50% $40 million 20% 50% 15% 30% None 50% $1,000,000 None 50% $1,000,000 50% 50% Page 52 City of Oroville Notes to the Basic Financial Statements June 30, 2014 The City is in compliance with GASB Statement No. 31, Accounting and Financial Reporting for Certain Investments and for External Investments Pools which requires the City's investments be recorded at fair value instead of cost. Under GASB 31, the carrying value of investments are adjusted to reflect their fair value at each fiscal year-end, with the effects of these adjustments included in the carrying value of the investments. Authorized Investments - Debt Trustee Agreements Investments held by bond fiscal agents (trustees) are governed by the provisions of the underlying indenture agreements rather than the general provisions of the City’s investment policy or California Government Code. The indenture agreements do not specifically identify maximum maturity and maximum investment provisions. The indenture agreements do identify the following permitted investments: U.S. Government Obligations U.S. Agency Obligations Money Market Funds (rated AAAm-G or AAAm ) Demand or Time Deposits (FDIC insured or fully secured) Bonds or Notes (must have one of two highest ratings) Bankers Acceptances (rated P1, A1, or A-1+) Commercial Paper (rated P1 and A1) Repurchase Agreements Pre-refunded municipal obligations (highest rating category) Local Agency Investment Fund C. External Investment Pool The City's investments with LAIF at June 30, 2014, include a portion of the pool funds invested in Structured Notes and Asset-Backed Securities. These investments include the following: Structured Notes These 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 asset-backed securities are mortgage-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 CMO's) or credit card receivables. LAIF is overseen by the Local Agency Investment Advisory Board, which consists of five members, in accordance with State statute. The approved investments policy is listed on the LAIR website, located at http://www.treasurer.ca.gov/pmia-laif/. D. Risk Disclosures Interest Rate Risk Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the term of an investment’s maturity, the greater the sensitivity to Page 53 City of Oroville Notes to the Basic Financial Statements June 30, 2014 changes in market interest rates. The City’s investment policy requires that investments have an original maturity date of less than three (3) years, unless the City Council specifically authorizes a longer term. It is the City’s practice to manage its exposure to interest rate risk is by purchasing a combination of shorter and longer term investments and by timing cash flows from maturities so that a portion of the portfolio is maturing or coming close to maturity evenly over time as necessary to provide the cash flow and liquidity needed for City’s operations. Credit Risk Generally, credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of an investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. The City’s investment policy requires time certificates of deposit and passbook savings accounts to be insured or collateralized as described under “Custodial Credit Risk” below. Repurchase agreements must be fully collateralized, and will only be with a primary dealer of the Federal Reserve Bank having a long-term debt rating of “AAA” by Moody’s or Standard & Poors. The policy does not establish minimum ratings for other authorized investments. As of June 30, 2014, the City’s investments were in compliance with the ratings required by the City’s investment policy and indenture agreements. Under the terms of the investment repurchase agreement permitted securities must equal 103% of the amount deposited and be comprised of direct obligations or unconditionally guaranteed by the U.S. Government; obligations, debentures, or notes issued by the Federal Home Loan Mortgage Corporation and Federal National Mortgage Association; or cash (100% security ratio). Concentrations of Credit Risk With the exception of securities of the U.S. Government and LAIF, the investment policy of the City limits the amount that can be invested in any one issuer to no more than 50% of the total portfolio, or $1,000,000 for time certificates of deposit and passbook savings accounts. At June 30, 2014, the City had no investments in any one issuer (other than U.S. Treasury securities, mutual funds and external investment pools) that represented 5% or more of the total City investments. Custodial Credit Risk For an investment, custodial credit risk is the risk that, in the event of the failure of the counterparty, the City will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. The City did not hold any securities through investment counterparties at the year ended June 30, 2014. As of June 30, 2014, the City’s investments had the following maturities and ratings: Investment Type Local Agency Investment Fund (LAIF) Bank of America money market Held by Bond Trustee: Money market Investment agreement Total Investments $ $ Fair Value 22,971,644 79,364 1,438,477 512,471 25,001,956 Investment Maturities in Years Less Than One Year Over 10 $ 22,971,644 $ 79,364 - $ 1,438,477 24,489,485 Page 54 $ 512,471 512,471 Year End Rating Not AAA/AAAm Rated $ $ 22,971,644 79,364 $ 1,438,477 512,471 1,950,948 $ 23,051,008 City of Oroville Notes to the Basic Financial Statements June 30, 2014 NOTE 3 - FUND FINANCIAL STATEMENTS INTERFUND TRANSACTIONS A. Inter-fund Receivables and Payables Amounts due to or due from other funds reflect inter-fund balances for services rendered or short-term loans expected to be repaid in the next fiscal year. Advances to or from other funds are long-term loans between funds that are to be repaid in their entirety over several years. As of June 30, 2014, inter-fund receivables and payables consisted of the following: Fund General Fund Other nonmajor governmental funds Internal service funds Total Due from/to Due from Other Funds $ 461,262 29,154 $ 490,416 Due to Other Funds $ 449,889 40,527 $ 490,416 Fund General Fund Sewer Fund Total advances Advances to Other Funds $ 138,816 $ 138,816 Advances from Other Funds $ 138,816 $ 138,816 B. Transfers In/Out With Council approval resources may be transferred from one fund to another. Transfers routinely reimburse funds that have made an expenditure on behalf of another fund. Transfers may also be made to pay for capital projects or capital outlays, lease or debt service payments, operating expenses and low and moderate-income housing projects. Transfers between funds during the fiscal year ended June 30, 2014 were as follows: Fund General Fund Sewer Fund Housing Program Fund First Time Home Buyer Grant Fund Community Development Block Grant Fund Oroville Public Financing Authority Redemption Fund Other nonmajor governmental funds Local Transportation enterprise fund Internal service funds Private purpose trust funds Total Transfers Transfer in 1,324,253 14,541 1 255,000 1,613,271 3,692,129 91,000 $ 6,990,195 $ Page 55 Transfer out $ 23,735 318,411 168,837 84,267 727,417 1,918,775 3,188,697 35,001 525,055 $ 6,990,195 City of Oroville Notes to the Basic Financial Statements June 30, 2014 NOTE 4 - LOANS RECEIVABLE Loans receivable consisted of the following as of June 30, 2014: Balance June 30, 2013 Loans Receivable Deferred Loans: Housing Program Home FTHB CDBG City HR RLF Housing Rehabilitation RLF Total Deferred Loans $ 4,299,666 153,690 4,853,803 1,076,840 55,592 10,439,591 Additions $ 394,066 3,681 90,463 18,246 1,420 507,876 Balance June 30, 2014 Retirements $ 67,440 1,886 153,501 9,041 231,868 $ 4,626,292 155,485 4,790,765 1,086,045 57,012 10,715,599 First-time Home Buyer Loans: Housing Program FTHB CDBG City HR RLF CDBG Housing Home Housing Total First-time Home Buyer Loans 1,703,878 14,533,810 2,983,536 113,503 800,115 2,714,875 22,849,717 28,240 769,357 858,110 5,000 3,550 42,707 1,706,964 164,344 43,936 35,986 244,266 1,567,774 15,259,231 3,805,660 118,503 803,665 2,757,582 24,312,415 Revolving Loans: CDBG EDBG OSA RDA Housing City HR RLF CDBG Economic Development RLF City RLF Total Revolving Loans Other Loans Total Loans Receivable 36,627 2,838,748 302,712 141,479 459,938 85,287 49,274 3,914,065 37,203,373 $ 245,000 245,000 2,253 2,462,093 9,545 321,673 63,407 31,658 70,769 20,203 517,255 993,389 27,082 2,762,075 239,305 109,821 389,169 65,084 49,274 3,641,810 2,253 38,672,077 $ 6,303,887 15,414,716 8,623,506 8,090,662 239,306 38,672,077 Loans Receivable by Fund/Fund Type: Housing Program Fund First Time Home Buyer Grant Fund Community Development Block Grant Fund Other Nonmajor Governmental Funds OSA Private Purpose Trust Fund Total Loans Receivable $ Page 56 $ $ City of Oroville Notes to the Basic Financial Statements June 30, 2014 NOTE 5 - CAPITAL ASSETS Capital assets consisted of the following as of June 30, 2014: Balance July 1, 2013 Governmental activities: Nondepreciable Capital Assets: Land Construction in progress Total nondepreciable capital assets Depreciable capital assets: Land improvements Buildings Underground collection system Machinery and equipment Infrastructure Total depreciable capital assets Accumulated depreciation: Land improvements Buildings Underground collection system Machinery and equipment Infrastructure Total accumulated depreciation Total depreciable capital assets - net Governmental activities capital assets, net $ 5,982,029 736,840 6,718,869 Additions $ 1,127,125 1,127,125 Retirements $ (1,127,125) (1,127,125) Balance June 30, 2014 $ 5,982,029 736,840 6,718,869 9,625,707 11,406,234 4,974,607 9,502,866 40,366,442 75,875,856 1,150,265 155,469 334,948 1,640,682 - 10,775,972 11,561,703 4,974,607 9,837,814 40,366,442 77,516,538 (4,061,958) (3,437,922) (2,924,650) (6,116,519) (29,234,581) (45,775,630) 30,100,226 (427,906) (240,491) (71,724) (475,037) (899,731) (2,114,889) (474,207) - (4,489,864) (3,678,413) (2,996,374) (6,591,556) (30,134,312) (47,890,519) 29,626,019 $ 36,819,095 $ 652,918 Depreciation expense was charged to the following functions in the statement of activities: General Government Public Safety Public Works Parks and Leisure Health and Sanitation Transportation Total Depreciation Expense $ 66,299 356,182 1,052,632 419,253 71,724 148,799 $ 2,114,889 Page 57 $ (1,127,125) $ 36,344,888 City of Oroville Notes to the Basic Financial Statements June 30, 2014 NOTE 6 - LONG-TERM OBLIGATIONS The City's long-term obligations consisted of the following as of June 30, 2014: Description Bonds Payable USDA COP Loan Net OPEB obligation Compensated absences Total Long-Term Liabilities Balance June 30, 2013 $ 29,363,608 630,700 588,327 956,794 $ 31,539,429 Additions $ 299,920 624,013 $ 923,933 Retirements $ 1,183,608 19,200 62,204 998,777 $ 2,263,789 Balance June 30, 2014 $ 28,180,000 611,500 826,043 582,030 $ 30,199,573 Due Within One Year $ 1,210,000 20,000 145,508 $ 1,375,508 Compensated absences and the net OPEB obligation are generally liquidated by the General Fund. A. Bonds Payable The following is a summary of the City’s bonds payable as of June 30, 2014: Interest Rate Bonds Payable Oroville Public Financing Authority Revenue Bonds: 2002 OPFA Revenue Bonds 2.50-4.78% 2004A OPFA Revenue Bonds 4.25-5.05% 2004B OPFA Revenue Bonds 4.25-5.55% Subtotal OPFA Revenue Bonds Pension Obligation Bonds Unamortized Discounts and Premiums - Net Total Bonds Payable 5.06-5.37% Maturity Date 2031 2032 2017 2024 Original Issue Beginning Balance Additions $ 18,255,000 $ 13,725,000 $ 8,480,000 8,480,000 2,145,000 1,045,000 28,880,000 7,260,000 - 23,250,000 6,065,000 48,608 $ 36,140,000 $ 29,363,608 $ - Deletions $ Ending Balance 575,000 $ 13,150,000 8,480,000 240,000 805,000 Due Within One Year 595,000 250,000 $ 12,555,000 8,480,000 555,000 22,435,000 5,745,000 - 845,000 365,000 - 21,590,000 5,380,000 - $ 1,183,608 $ 28,180,000 $ 1,210,000 $ 26,970,000 815,000 320,000 48,608 $ Due in More Than One Year Oroville Public Financing Authority (OPFA) Revenue Bonds The proceeds of the three OPFA bond series were loaned to the former Oroville Redevelopment Agency (RDA) and used by the RDA to finance past and future capital projects of the RDA. Loan payments are now made by the Oroville Successor Agency (OSA) to the OPFA are used to make debt service payments on the bonds. The OSA is reported as a private purpose trust fund in the accompanying financial statements. The outstanding loan balances totaled $22,435,000 at June 30, 2014 and was reported as an amount “Due from the Oroville Successor Agency” in the governmental funds balance sheet. The interest and principal paid to the OPFA during the year ended June 30, 2014, was $1,365,548 and $815,000, respectively. The Oroville Public Financing Authority 2002 Tax Allocation Revenue Bonds are comprised of $8,300,000 of serial bonds and $9,955,000 of term bonds and mature annually on September 15th. The bonds are an obligation of the Authority payable solely from proceeds of the sale of the bonds and investment revenues from local obligations and purchase contracts. The Oroville Public Financing Authority 2004 Tax Allocation Revenue Bonds, Series A, are comprised of $1,165,000 of serial bonds and $7,315,000 of term bonds. The serial bonds mature annually beginning September 15, 2017 through September 15, 2020. The term bonds are due as follows: $3,335,000 matures September 15, 2023, $1,185,000 matures September 15, 2027, and $2,795,000 matures Page 58 City of Oroville Notes to the Basic Financial Statements June 30, 2014 September 15, 2031. These bonds are a special obligation of the OPFA payable solely from a pledge of revenues primarily consisting of certain tax increment revenues received by the RDA. The Oroville Public Financing Authority 2004 Taxable Tax Allocation Revenue Bonds, Series B, are comprised of $1,280,000 of serial bonds and $865,000 of term bonds. The serial bonds mature annually beginning September 15, 2012 through September 15, 2016. The term bonds are due as follows: $435,000 matures September 15, 2009, and $430,000 matures September 15, 2011. These bonds are a special obligation of the OPFA payable solely from a pledge of revenues primarily consisting of certain tax increment revenues received by the RDA/Oroville Successor Agency. Pension Obligation Bonds Taxable Pension Obligation Bonds 2007, Series A-1, are comprised of $7,260,000 in serial bonds. The bonds are an unconditional obligation of the City of Oroville payable from legally available funds. However, the bonds are not voter-approved debt backed by the taxing power of the City and the full faith and credit of the City has not been pledged to the repayment of the bonds. The proceeds of the bonds were used to pay the City’s unfunded accrued actuarial liability to the California Public Employees’ Retirement System. The annual debt service requirements on the bonds are as follows: Year Ending June 30, 2015 2016 2017 2018 2019 2020-2024 2025-2029 2030-2034 Total Pension Obligation Bonds Principal Interest $ 365,000 $ 310,342 410,000 291,070 455,000 269,340 505,000 244,907 565,000 217,788 3,445,000 568,907 $ 5,745,000 $ 1,902,354 OPFA Bonds Principal Interest $ 845,000 $ 1,069,574 885,000 1,032,683 920,000 992,719 935,000 958,256 975,000 918,211 5,605,000 3,888,078 7,135,000 2,252,646 5,135,000 452,000 $ 22,435,000 $ 11,564,167 Total $ 2,589,916 2,618,753 2,637,059 2,643,163 2,675,999 13,506,985 9,387,646 5,587,000 $ 41,646,521 B. USDA Certificate of Participation Loan The City of Oroville entered into a loan agreement with the United Sates Department of Agriculture (USDA) wherein the City issued a Certificate of Participation (COP) to the USDA in an amount not to exceed $700,000 to fund the expansion and renovation of City Hall. The City had drawn a total of $700,000 for the project and the balance of the loan was $611,500 at June 30, 2014. The interest rate is 4.25% and is payable semi-annually. The agreement requires annual principal payments on August 1st ranging from $16,300 to $44,100 through the year 2033. Page 59 City of Oroville Notes to the Basic Financial Statements June 30, 2014 The annual debt service requirements on the COP are as follows: Year Ending June 30, 2015 2016 2017 2018 2019 2020-2024 2025-2029 2030-2034 Total USDA Certificate of Participation Principal Interest Total $ 20,000 $ 25,564 $ 45,564 20,900 24,695 45,595 21,800 23,787 45,587 22,700 22,842 45,542 23,600 21,858 45,458 134,100 93,009 227,109 165,100 61,330 226,430 203,300 22,315 225,615 $ 611,500 $ 295,400 $ 906,900 C. Non-Obligated Debt Feather River Bluffs Assessment District Improvement Bonds These assessment district improvement bonds were issued in June, 1980, in accordance with the provisions of the Improvement Act of 1911, under the procedures provided for in the Municipal Improvement Act of 1913. These bonds are not obligations of the City of Oroville, the County of Butte, or the State of California. The bonds are in default and judicial foreclosure proceedings are being finalized. Bonds outstanding at the time of default totaled $891,170. It is the City's opinion that the City has no obligation for payment of the bonds. For the year ended June 30, 2014, cash on hand $18,240 and the offsetting liability have been included in the accompanying financial statements and are reported in an agency fund. Disclosure of Conduit (No-Commitment) Debt On April 2, 2012, the City issued $15,000,000 of City of Oroville Variable Rate Demand Hospital Revenue Bonds (Oroville Hospital) 2012 Series A. The proceeds from the sale of these bonds were loaned to Oroville Hospital for the renovation and construction Hospital improvements and to refund certain older bonds from a former issue. These bonds will be repaid solely from the loan payments made by Oroville Hospital to the City. Neither the City, the State, nor any political subdivision thereof is obligated in any manner for the repayment of these bonds. Accordingly, the bonds are not reported as a liability in the accompanying financial statements. NOTE 7 - RISK MANAGEMENT The City is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The City provides property, liability, and worker's compensation insurance through the Northern California Cities Self Insurance Fund (NCCSIF), a public entity risk pool currently operating as a common risk management and insurance program for several Northern California Cities. The City pays quarterly and annual premiums to the NCCSIF for liability and worker's compensation insurance. The City's deductible is $50,000 for worker's compensation and $50,000 for liability. The coverages from $50,000 to $500,000 in worker's compensation and $50,000 to $1,000,000 in liability are covered by a risk sharing plan where all members participate in the loss. Claims that exceed the $500,000 level ($1,000,000 liability) are covered by excess Joint Powers Authorities. The City continues to carry commercial insurance for all other risks of loss, such as employee health and accident. Settled claims Page 60 City of Oroville Notes to the Basic Financial Statements June 30, 2014 resulting from these risks have not exceeded commercial insurance coverage in any of the past three fiscal years. An estimated liability has been accrued for unpaid claims, including the effects of specific, incremental claim adjustments expenditures/expenses; salvage or subrogation; and allocated claim adjustment expenditures/expenses. A reconciliation of unpaid claims liabilities is shown below: Year Ended June 30, 2014 $ 203,409 366,793 (264,115) $ 306,087 Claims payable, beginning of year Fiscal year claims and changes in estimates Claims payments Claims payable, end of year Year Ended June 30, 2013 $ 374,495 165,474 (336,560) $ 203,409 NOTE 8 - JOINT POWERS AGREEMENTS The City has entered into various joint powers agreements. Under the criteria established by GASB, the City does not have sufficient authority, influence or accountability over these entities to incorporate it in this annual report as a component unit of the reporting entity. Northern California Cities Self Insurance Fund (NCCSIF) The City is a member of this public entity risk pool for liability and workers' compensation purposes. The NCCSIF consists of twenty Northern California Member Cities. The purpose of the Authority is to arrange and administer programs of insurance for the pooling of self-insured losses and to purchase excess liability coverage. All member cities share administrative costs of the Authority equally (5.00 percent) and have equal control over budgeting and financing activities. Each member city has a representative on the Board of Directors. The City paid $591,146 in quarterly and annual premiums and assessments to the Authority for liability and worker's compensation insurance. Sewage Commission - Oroville Region (SC-OR) SC-OR was organized under a joint powers agreement between the City of Oroville, Thermalito Water and Sewer District, and Lake Oroville Area Public Utility District. SC-OR's primary purpose is to provide sewage treatment services to the local government member entities. Each member sends two representatives (one voting, one nonvoting) to SC-OR's Board of Directors that constitutes the entire governing board. No participating member entity has access to SC-OR's resources or surpluses, nor is any participant liable for SC-OR's debts or deficits. Further, the City of Oroville does not have any equity interest in SC-OR. Each member entity is required to collect and remit SC-OR's sewer treatment and system regional facility charges. For the year ended June 30, 2014, the amount remitted to SC-OR by the City of Oroville totaled $706,335. Complete financial statements for SC-OR can be obtained from its administrative office at P.O. Box 1350, Oroville, CA, 95965. The following summarized each JPA’s audited financial information for the most recent year available: Total Assets Total Liabilities Net Assets NCCSIF $ 46,940,001 36,876,069 $ 10,063,932 Total Revenues Total Expenses Change in Net Assets $ 16,575,511 13,905,087 $ 2,670,424 Sewage Commission $ 18,600,182 397,226 $ 18,202,956 $ $ 2,497,542 2,329,235 168,307 Page 61 City of Oroville Notes to the Basic Financial Statements June 30, 2014 NOTE 9 - RETIREMENT PLANS A. Pension Plan Plan Description The City of Oroville's two (2) defined benefit pension plans, Miscellaneous Plan of the City of Oroville and Safety Plan of the City of Oroville (Plans), provide retirement and disability benefits, annual cost-ofliving adjustments, and death benefits to plan members and beneficiaries. The Plans are part of the Miscellaneous Plan Risk Pool and Safety Plan Risk Pool, respectively, of the California Public Employees Retirement System (CalPERS) and are cost-sharing, multiple-employer plans administered by CalPERS. CalPERS acts as a common investment and administrative agent for participating public employees within the State of California. State statutes within the Public Employees’ Retirement Law establish a menu of benefit provisions as well as other requirements. The City of Oroville selects optional benefit provisions from the benefit menu by contract with CalPERS and adopts those benefits through local ordinance. CalPERS issues a publically available comprehensive annual financial report that includes financial statements and required supplementary information. Copies of the CalPERS' annual financial report may be obtained from the CalPERS Executive Office - 400 P Street - Sacramento, CA 95811. Funding Policy Active plan members in the Plans are required to contribute 7.0% (9% for safety employees) of their annual covered salary. The City of Oroville is required to contribute the actuarially determined remaining amounts necessary to fund the benefits for its members. The actuarial methods and assumptions used are those adopted by CalPERS Board of Administration. The required employer contribution rate for fiscal 2014 was 12.094% (21.8% for safety employees). The contribution requirements of the plan members are established by State statute and the employer contribution rate is established and may be amended by CalPERS. Annual Pension Cost For fiscal year 2014 the City of Oroville's annual pension cost was $1,092,387 and the City actually contributed $1,092,387. In addition, the City paid $220,369 of the employees' required contributions under the terms of the City's various employee bargaining unit agreements. The required contribution for fiscal year 2014 was determined as part of the June 30, 2010, actuarial valuation. The actuarial assumptions included: (a) 7.5% investment rate of return (net of administrative expenses); (b) projected annual salary increases from 3.3% and 14.20% that vary by age, duration of service, and type of employment; (c) 2.75% inflation; (d) 3% payroll growth; and (e) individual salary growth based on a merit scale varying by duration of employment coupled with an assumed annual inflation of 2.75% and an annual production growth of 0.25%. The following summarizes the three trend information for the City’s plan: Fiscal Year 2012 2013 2014 Annual Pension Cost (APC) Miscellaneous Safety $ 433,542 $ 626,797 425,610 650,753 458,320 634,067 APC Contributed 100% 100% 100% Net Pension Obligation $ $ $ - Page 62 City of Oroville Notes to the Basic Financial Statements June 30, 2014 B. Other Postemployment Benefits Plan Plan Description The City of Oroville Retiree Healthcare Plan (Plan) is a single-employer defined benefit healthcare plan administered by the City. The plan provides lifetime healthcare insurance coverage for eligible retirees and their dependents through the City’s group medical insurance plan, which covers both active and retired participants. Benefit provisions are established and may be amended through agreements and memorandums of understanding between the City, its non-represented employees and the unions representing City employees. The Plan does not issue a separate financial report. Employees are eligible to participate in the Plan if they retire directly from the City under CalPERS and pay the full premium. Since premiums are determined for actives and retirees on a combined basis, an implied subsidy must be reflected under GASB 45. Certain Management employees are eligible for sick leave conversion benefits at retirement, including medical, dental, vision, long-term disability, and life benefits Funding Policy The contribution requirements of Plan participants and the City are established and may be amended by the City pursuant to agreements with its non-represented employees and the unions representing City employees. The City contributed $62,204 during the 2014 fiscal year on a pay-as-you-go basis for retiree sick leave conversion premiums. Annual OPEB Cost and Net OPEB Obligation The City’s annual other postemployment benefit cost (expense) is calculated based on the annual required contribution (ARC) of the employer. The ARC represents the 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 following table shows the components of the City’s annual OPEB cost for the year, the amount actually contributed to the Plan, and the changes in the City’s net OPEB obligation: Annual required contribution Interest on net OPEB obligation Adjustment to annual required contribution Annual OPEB cost (expense) Contributions made Increase in net OPEB obligation Net OPEB obligation - beginning of year Net OPEB obligation - end of year June 30, 2014 $ 303,000 24,642 (27,722) 299,920 (62,204) 237,716 588,327 $ 826,043 The City’s annual OPEB cost, the percentage of annual OPEB cost contributed to the Plan, and the net OPEB obligation for the fiscal year 2014 and the two preceding fiscal years were as follows: Fiscal Year Ended 2012 2013 2014 Annual OPEB Cost $ 264,933 277,063 299,920 Percentage of Annual OPEB Cost Contributed 39% 36% 21% Net OPEB Obligation $ 410,277 588,327 826,043 Page 63 City of Oroville Notes to the Basic Financial Statements June 30, 2014 Funded Status and Funding Progress The funded status of the Plan as of June 30, 2011, the Plan’s most recent actuarial valuation date, was as follows: Actuarial accrued liability (AAL) Actuarial value of plan assets Unfunded actuarial accrued liability (UAAL) $ 2,686,000 $ 2,686,000 Funded ratio (actuarial value of plan assets/AAL) Projected covered payroll (active Plan members) UAAL as a percentage of covered payroll 0% $ 6,228,000 43% Actuarial valuations of an ongoing plan involve estimates of the value of expected benefit payments and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. 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 liabilities 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 the plan participants) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing costs between the employer and plan participants to that point. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets, consistent with the long-term perspective of the calculations. For the June 30, 2011, actuarial valuation, the entry age normal actuarial cost method was used. The actuarial assumptions included a 4.25% investment rate of return (net of administrative expenses) and a 3% general inflation assumption. Premiums were assumed to increase for non-Medicare medical cost increase of 8.5% for 2014, graded down to 5.0% for 2021 and thereafter. The Medicare medical cost increase rates were 8.9% for 2014, downgraded to 5.0% for 2021 and thereafter. The initial unfunded actuarial accrued liability was amortized as a level percentage of projected payroll over a fixed 30-year period, of which 25 years remain. C. Deferred Compensation The City of Oroville offers its employees deferred compensation plans created in accordance with Internal Revenue Code Section 457. The plans, available to all City employees, permit employees to defer a portion of their salary until future years. Participation in the plans is optional. The deferred compensation is not available to employees until termination, retirement, death, or unforeseeable emergency. The City has adopted the provisions of GASB Statement 32 and, therefore, the assets and liabilities of these plans have been excluded from the accompanying financial statements. Page 64 City of Oroville Notes to the Basic Financial Statements June 30, 2014 NOTE 10 - COMMITMENTS AND CONTINGENCIES A. Lawsuits The City is presently involved in certain matters of litigation that have arisen in the normal course of conducting City business. City management believes, based upon consultation with the City Attorney, that these cases, in the aggregate, are not expected to result in a material adverse financial impact on the City. Additionally, City management believes that the City's insurance programs are sufficient to cover any potential losses should an unfavorable outcome materialize. B. Federal and State Grant Programs The City participates in Federal and State grant programs. These programs are audited by the City's independent accountants in accordance with the provisions of the Federal Single Audit Act Amendments of 1996 and applicable State requirements. For Federal programs, the City reached the level of qualifying cost during the current fiscal year so a single audit was required. Expenditures which may be disallowed, if any, by the granting agencies, cannot be determined at this time. The City expects such amounts, if any, to be immaterial. C. Oroville Successor Agency Loan Repayment On January 31, 2012, the Oroville Redevelopment Agency (RDA) paid $1,852,500 ($1,800,000 principal and $52,500 interest) to the City of Oroville’s General Fund to repay a loan obligation due to the City. Section 34171(d)(2) of the California Health and Safety Code limited the authority of redevelopment agencies to repay loans between the RDA and the City. After January 1, 2011, only loans established within two years of the date of creation of the RDA are permitted to be repaid to the City. The loan between the RDA and City was established after the two year period. The City has taken the position that it had a legal right to demand payment and the RDA had a legal obligation to pay. The California State Department of Finance has determined that the City must return the payment. The City would then need to obtain a finding by the Oversight Board of the Oroville Successor Agency (OSA) that the loan was made for legitimate redevelopment purposes and qualifies as an enforceable obligation eligible for repayment, but such repayment would be limited to the restrictions contained in Section 34191.4(b) of the Health and Safety Code. On December 10, 2013, the City complied with the State’s demand and remitted $1,852,500 to the Butte County Auditor-Controller. The payment was made from the City’s General Fund. Management expects that the amount will be repaid to the General Fund by the Oroville Successor Agency over the next several years, but the repayment could be a fraction of the total remitted by the City and paid indirectly through county tax assessments. Since the exact amount of the repayment to the General Fund was unknown to the City at June 30, 2014, an asset was not included in the General Fund and a liability was not included in the OSA private purpose trust fund. D. Commitments The City had several outstanding contracts or planned projects as of June 30, 2014. These projects are evidenced by contractual commitments with contractors totaling $1,141,729. As of June 30, 2014, in the opinion of City management, there were no additional outstanding matters that would have a significant effect on the financial position of the funds of the City. Page 65 This Page Intentionally Left Blank Page 66 REQUIRED SUPPLEMENTARY INFORMATION Page 67 This page is intentionally blank Page 68 City of Oroville Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) General Fund June 30, 2014 Variance with Budgeted Amounts Final Budget Positive (Negative) Original Final Actual Amounts $ 1,460,338 2,810,727 2,107,672 376,137 1,707,016 460,676 35,598 337,758 80,700 27,870 185,444 740,176 304,341 10,634,453 $ 1,460,338 2,810,727 2,107,672 376,137 1,707,016 460,676 35,598 337,758 80,700 27,870 185,444 740,176 304,341 10,634,453 $ 1,605,675 3,045,776 2,119,368 426,190 1,594,686 513,879 66,612 390,568 85,734 25,869 117,282 340,267 148,727 10,480,633 EXPENDITURES Current: General Government Public Safety Public Works Streets and Storm Drains Parks and Leisure Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 2,685,345 7,071,246 259,935 772,331 743,842 2,313,837 105,180 13,951,716 2,685,345 7,071,246 259,935 772,331 743,842 2,313,837 105,180 13,951,716 2,343,109 6,905,756 240,738 566,271 692,181 890 2,180,118 17,785 12,946,848 342,236 165,490 19,197 206,060 51,661 (890) 133,719 87,395 1,004,868 Excess (Deficiency) of Revenues over Expenditures (3,317,263) (3,317,263) (2,466,215) 851,048 1,152,427 (23,735) 1,128,692 1,152,427 (23,735) 1,128,692 1,324,253 (23,735) 1,300,518 171,826 171,826 (2,188,571) (2,188,571) (1,165,697) 1,022,874 4,014,794 4,014,794 4,014,794 $ 1,826,223 $ 1,826,223 $ 2,849,097 REVENUES Taxes: Property taxes Sales and use taxes Sales and use taxes in-lieu Transient occupancy taxes Utility users taxes Franchise taxes Other taxes License and permits Fines and forfeitures Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending Page 69 $ 145,337 235,049 11,696 50,053 (112,330) 53,203 31,014 52,810 5,034 (2,001) (68,162) (399,909) (155,614) (153,820) $ 1,022,874 City of Oroville Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Sewer Fund June 30, 2014 Variance with Budgeted Amounts Original REVENUES Interest, rents and concessions Current service charges Other revenues Total Revenues EXPENDITURES Current: Health and Sanitation Capital outlay Total Expenditures $ 5,656 2,748,229 16,964 2,770,849 Actual Amounts Final $ 5,656 2,748,229 16,964 2,770,849 $ 4,748 2,702,571 19,617 2,726,936 Final Budget Positive (Negative) $ (908) (45,658) 2,653 (43,913) 2,009,927 644,464 2,654,391 2,009,927 644,464 2,654,391 1,389,625 11,718 1,401,343 620,302 632,746 1,253,048 116,458 116,458 1,325,593 1,209,135 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 14,541 (318,411) (303,870) 14,541 (318,411) (303,870) Net Change in Fund Balances (187,412) (187,412) Excess (Deficiency) of Revenues over Expenditures Fund Balances Beginning Fund Balances Ending 14,541 (318,411) (303,870) 1,021,723 2,533,519 2,533,519 2,533,519 $ 2,346,107 $ 2,346,107 $ 3,555,242 Page 70 1,209,135 $ 1,209,135 City of Oroville Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Housing Program Fund June 30, 2014 Variance with Budgeted Amounts Original REVENUES Interest, rents and concessions Current service charges Other revenues Total Revenues $ EXPENDITURES Current: Housing and Community Development Capital outlay Total Expenditures 44,079 23,101 67,180 Actual Amounts Final $ 44,079 23,101 67,180 $ 52,619 6,407 288,326 347,352 Final Budget Positive (Negative) $ 8,540 6,407 265,225 280,172 427,141 135,661 562,802 427,141 135,661 562,802 372,639 135,661 508,300 54,502 54,502 Excess (Deficiency) of Revenues over Expenditures (495,622) (495,622) (160,948) 334,674 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) (169,440) (169,440) (169,440) (169,440) 1 (168,837) (168,836) 1 603 604 Net Change in Fund Balances (665,062) (665,062) (329,784) 335,278 Fund Balances Beginning Fund Balances Ending 1,424,247 $ 759,185 Page 71 $ 1,424,247 1,424,247 759,185 $ 1,094,463 $ 335,278 City of Oroville Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) First Time Home Buyer Grant Fund June 30, 2014 Variance with Budgeted Amounts Original REVENUES Interest, rents and concessions Intergovernmental revenues Other revenues Total Revenues $ EXPENDITURES Current: Housing and Community Development Total Expenditures 1,076 1,425,000 824 1,426,900 Actual Amounts Final $ 1,076 1,425,000 824 1,426,900 6,465 (1,197,269) 37,746 (1,153,058) 222,520 (156,774) (379,294) 150,000 (389,889) (239,889) 150,000 (389,889) (239,889) 255,000 (84,267) 170,733 105,000 305,622 410,622 Net Change in Fund Balances (17,369) (17,369) 13,959 31,328 Fund Balances Beginning 618,021 618,021 618,021 - Fund Balances Ending $ 222,520 $ 773,764 773,764 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 1,204,380 1,204,380 7,541 227,731 38,570 273,842 430,616 430,616 Excess (Deficiency) of Revenues over Expenditures 1,204,380 1,204,380 $ Final Budget Positive (Negative) 600,652 Page 72 $ 600,652 $ 631,980 $ 31,328 City of Oroville Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Community Development Block Grant Fund June 30, 2014 Variance with Budgeted Amounts Original REVENUES Interest, rents and concessions Intergovernmental revenues Other revenues Total Revenues $ EXPENDITURES Current: Parks and Leisure Housing and Community Development Capital outlay Total Expenditures 3,482,104 3,482,104 Actual Amounts Final $ 3,482,104 3,482,104 $ 80,571 1,092,490 107,292 1,280,353 Final Budget Positive (Negative) $ 80,571 (2,389,614) 107,292 (2,201,751) 4,462,753 324,310 4,787,063 4,462,753 324,310 4,787,063 163 924,068 11,229 935,460 (163) 3,538,685 313,081 3,851,603 Excess (Deficiency) of Revenues over Expenditures (1,304,959) (1,304,959) 344,893 1,649,852 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 1,615,218 (1,749,354) (134,136) 1,615,218 (1,749,354) (134,136) 1,613,271 (727,417) 885,854 (1,947) 1,021,937 1,019,990 Net Change in Fund Balances (1,439,095) (1,439,095) 1,230,747 2,669,842 Fund Balances Beginning Fund Balances Ending 886,844 $ (552,251) Page 73 886,844 $ (552,251) 886,844 $ 2,117,591 $ 2,669,842 City of Oroville Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Oroville Public Financing Authority Fund June 30, 2014 Variance with Budgeted Amounts Original REVENUES Taxes: Interest, rents and concessions Total Revenues $ 1,918,775 1,918,775 EXPENDITURES Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) - Fund Balances Ending Final $ 1,918,775 1,918,775 - $ 1,081,652 1,081,652 1,918,775 1,081,652 (1,918,775) (1,918,775) (1,918,775) (1,918,775) (1,918,775) (1,918,775) - - $ 23,294,625 23,294,625 $ 23,294,625 $ 23,294,625 $ 22,457,502 (837,123) (837,123) (837,123) - (837,123) 23,294,625 Page 74 Final Budget Positive (Negative) - 1,918,775 Net Change in Fund Balances Fund Balances Beginning Actual Amounts (837,123) $ (837,123) City of Oroville Retiree Healthcare Plan Schedule of Funding Progress June 30, 2014 Actuarial Valuation Date 6/30/2008 6/30/2011 Actuarial Value of Assets (a) $ - Actuarial Accrued Liability (AAL) Entry Age (b) $ 1,511,000 2,686,000 Unfunded AAL (UAAL) (b-a) $ 1,511,000 2,686,000 Page 75 Funded Ratio (a/b) 0.00% 0.00% Covered Payroll (c) $ 5,739,000 6,228,000 UAAL as a Percentage of Covered Payroll ((b-a/c)) 26.33% 43.13% This Page Intentionally Left Blank Page 76 SUPPLEMENTARY INFORMATION Page 77 This page is intentionally blank Page 78 City of Oroville Combining Balance Sheet Nonmajor Governmental Funds June 30, 2014 Total Special Revenue Funds ASSETS Cash and investments Restricted cash and investments Receivables: Accounts Interest Due from other funds Inventory Loans receivable Total assets LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Total liabilities Fund Balances: Nonspendable Interfund Inventory Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Debt service Committed: General Government Housing and Community Development General reserve Assigned: General Government Parks and Leisure Housing and Community Development Debt service Unassigned Total fund balances Total liabilities and fund balances $ 8,420,732 - Total Debt Service Funds $ 133,764 70,233 4,012 8,088,408 16,717,149 $ 65,109 20,799 7,954 197,334 8,088,408 8,379,604 186,680 1,950,948 Total Capital Projects Funds $ 6,467 2,144,095 $ 82,050 252,555 334,605 $ 17,799 29,154 2,254 924,034 $ 378 13,369 13,747 9,482,239 1,950,948 151,563 76,700 29,154 4,012 8,090,662 19,785,278 $ 65,487 20,799 90,004 449,889 8,101,777 8,727,956 4,012 - 29,154 - 459 - - 459 - 672,198 85,731 3,758,454 101,147 931,675 2,025,717 672,198 85,731 3,758,454 101,147 931,675 37,402 2,382,196 62,346 2,025,717 - 19,243 406,009 31,907 36,328 (155,234) (252,555) 8,337,545 1,809,490 $ 16,717,149 $ 2,144,095 $ Page 79 874,827 - Total Nonmajor Governmental Funds 881,133 910,287 924,034 29,154 4,012 918,535 2,382,196 62,346 19,243 406,009 31,907 36,328 (407,789) 11,057,322 $ 19,785,278 City of Oroville Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Nonmajor Governmental Funds June 30, 2014 Total Special Revenue Funds REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ 260,104 167,510 331,880 3,551,339 185,788 455,849 4,952,470 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Debt service Principal retirement Interest and fiscal charges Capital outlay Total Expenditures 1,350,147 3,412,307 Excess (Deficiency) of Revenues over Expenditures $ 111,267 374,164 59,215 110,541 439,095 4,514 963,364 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances 573,957 573,957 $ 559 56,698 9,845 67,102 Total Nonmajor Governmental Funds $ 260,104 167,510 332,439 3,608,037 185,788 1,039,651 5,593,529 2,352 790 - 113,619 374,164 59,215 111,331 439,095 4,514 963,364 1,154,200 1,442,330 2,596,530 49,247 52,389 1,154,200 1,442,330 1,399,394 6,061,226 1,540,163 (2,022,573) 14,713 1,686,354 (3,105,920) (1,419,566) 1,986,775 (4,443) 1,982,332 19,000 (78,334) (59,334) (40,241) (44,621) 8,216,948 $ Total Capital Projects Funds - 120,597 Fund Balances Beginning Fund Balances Ending Total Debt Service Funds 8,337,545 Page 80 1,849,731 $ 1,809,490 (467,697) 3,692,129 (3,188,697) 503,432 35,735 954,908 $ 910,287 11,021,587 $ 11,057,322 NONMAJOR SPECIAL REVENUE FUNDS Fund Title Community Promotions Funds Sewer Connection Fees Funds Fund Description To account for community related promotion expenditures. To account for revenues collected for sewer connection fees and expenditures for sewer system. Drainage Impact Fees Fund To account for revenues collected for drainage fees and expenditures for drainage improvements. To account for revenues collected for park use fees and expenditures for park improvements. To account for revenues collected for traffic impact fees in the Thermalito Area. To account for revenues collected for traffic impact fees in Oroville, excluding the North Oroville and Thermalito Areas. To account for revenues collected for citywide drainage impact fees and expenditures for drainage improvements. To account for revenues and expenditures associated with Transportation Development Act, Section 99400(A) funds and Traffic Congestion funds. To account for the activities of the Regional Surface Transportation Program. To account for revenue collected to operate the police canine program. To account for collections and expenditures related to the City’s technology fee program. To account for collections and expenditures related to the SB-1186 fees for disability access and compliance. To account for activities of the City's recycling program. To account for State gasoline taxes received by the City. These funds may be used for street maintenance, right-of-way acquisition and street maintenance. To account for State gasoline taxes received by the City. These funds may be used for street maintenance, right-of-way acquisition and street maintenance. To account for State gasoline taxes received by the City. These funds may be used for street maintenance, right-of-way acquisition and street maintenance. To account for lease revenues from leased airport property and annual State allocations for airport operations and improvements. To account for administrative overhead for the City's housing loan and rehabilitation programs. Park Development Fees Fund Thermalito Traffic Impact Fees Fund Traffic Impact Fees Fund Drainage Citywide Fund Local Transportation Fund Regional Surface Transportation Program Fund Canine Fund Technology Fee Fund SB-1186 Fees Fund Recycling Fund Special Gas Tax 2107 & 2107.5 Fund Special Gas Tax 186.1 & 2106 Fund Special Gas Tax 2105 Fund Special Aviation Fund Housing Administration Fund EDBG Fund Asset Seizure Fund Public Safety Augmentation Fund Police Supplemental Law Enforcement Fund Law Enforcement Block Grant Fund Law Enforcement Impact Fee Fund Miscellaneous Grant Fund Fire Suppression Impact Fee Fund Contingency Fund Fire Grant Fund PEG Fee Fund General Government Development Impact Fee Fund Lighting & Landscape Maintenance Districts Fund Benefit Assessment Districts Fund Westside Public Service Fund Public Safety Services Fund Supplemental Benefits Fund Pioneer Museum Fund Public Works Manufacturing Business Development Center Fund City Housing Rehabilitation Revolving Loan Fund CDBG Economic Development Revolving Loan Fund CDBG Housing Revolving Loan Fund Micro- Enterprise Revolving Loan Fund CalHome Revolving Loan Fund Home Housing Revolving Loan Fund Housing Rehabilitation Revolving Loan Fund City Revolving Loan Fund Plan Retention Fund Annexation Fund Asset Seizure Fund To account for the activities of the City's various EDBG grants. To account for revenues and expenditures of assets acquired through law enforcement seizure activities. To account for revenues generated for public safety purposes by a special sales tax distributed by Butte County. To account for revenues and expenditures funded by the State COPS program. To account for revenues and expenditures funded by the Federal Local Law Enforcement Block Grant. To account for revenues and expenditures funded by the Federal Local Law Enforcement Block Grant. To account for revenues and expenditures for several small grants awarded to the City. To account for revenues and expenditures of development impact fees assessed for fire suppression services. To accumulate resources and account for expenditures for unanticipated contingencies. To account for activities associated with the Indian Gaming Grant. To account for cable franchise fees collected for public access cable services To account for revenues and expenditures of development impact fees assessed for general governmental services. To account for property tax assessment revenue collected for maintenance of the capital improvements of various improvement districts. To account for property tax assessment revenue collected for maintenance of the capital improvements of various benefit districts. To account for property tax assessment revenue collected for public safety facilities and services provided to various benefit districts To account for property tax assessment revenue collected for public safety facilities and services provided to various benefit districts To account for revenues and expenditures of amounts received from the Department of Water Resources. To maintain accountability for cash contributed to the City for the Pioneer Museum. To account for funds received and expenditures related to the City's Business Development Center. To account for loans to Low and Moderate Income Families, including repayment of principal and receipt of interest income. To account for funds received from the CDBG Economic Development Grant which are authorized to be loaned to private enterprises. To account for the activities of the City's housing revolving loan program funded by CDBG program income. To account for the activities of the City's small business revolving loan program funded by CDBG program income. To account for the activities of the City's housing revolving loan program funded by CalHOME program income. To account for activities of the City's housing revolving loan program funded by HOME program income. To account for activities of the City's housing revolving loan program. To account for loans, including payment of principal and interest. To accumulate resources to be utilized for cost of annexing areas located adjacent to current City limits. To accumulate resources to be utilized for cost of annexing areas located adjacent to current City limits. To accumulate resources to be utilized for asset seizure costs. Page 81 City of Oroville Combining Balance Sheet Special Revenue Nonmajor Governmental Funds June 30, 2014 Community Promotions Fund ASSETS Cash and investments Receivables: Accounts Interest Inventory Loans receivable Total assets $ $ 500 22,839 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Total liabilities Fund Balances: Nonspendable Inventory Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Committed: General Government Housing and Community Development General reserve Assigned: General Government Parks and Leisure Housing and Community Development Unassigned Total fund balances Total liabilities and fund balances 22,339 Sewer Connection Fees Fund 871,370 $ 871,370 485,523 Park Development Fees Fund $ 485,523 104,261 $ 104,261 155,511 Traffic Impact Fees Fund $ 155,511 796,841 796,841 157 157 - - 1,925 1,925 - 2,010 2,010 - - - - - - - - - - - - - 871,370 - $ Drainage Impact Fees Fund Thermalito Traffic Impact Fees Fund 22,682 22,682 22,839 485,523 - - $ 871,370 871,370 Page 82 102,336 - - $ 485,523 485,523 155,511 - - $ 102,336 104,261 794,831 - - $ 155,511 155,511 - $ 794,831 796,841 Cont'd City of Oroville Combining Balance Sheet Special Revenue Nonmajor Governmental Funds June 30, 2014 Drainage Citywide Fund ASSETS Cash and investments Receivables: Accounts Interest Inventory Loans receivable Total assets $ $ $ 513,435 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Total liabilities Fund Balances: Nonspendable Inventory Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Committed: General Government Housing and Community Development General reserve Assigned: General Government Parks and Leisure Housing and Community Development Unassigned Total fund balances Total liabilities and fund balances 513,435 Local Transportation Fund Regional Surface Transportation Program Fund 41,501 754,691 $ 754,691 7,635 $ 29,717 SB-1186 Fees Fund $ 1,377 Recycling Fund $ 69,232 $ 7,809 7,635 112 29,829 1,377 3,248 72,480 24,084 31,893 1,696 1,696 - - - 216 29,154 29,370 - 12,175 12,175 - - - - - - - - - - - - - 459 - - - 511,739 - 41,501 - - $ 41,501 Canine Fund Technology Fee Fund Special Gas Tax 2107 & 2107.5 Fund 511,739 513,435 754,691 - - $ 41,501 41,501 - $ 754,691 754,691 Page 83 $ 7,635 - - 1,377 - 60,305 31,893 - - - - - - 7,635 7,635 459 29,829 1,377 1,377 60,305 72,480 31,893 31,893 Cont'd $ $ $ $ City of Oroville Combining Balance Sheet Special Revenue Nonmajor Governmental Funds June 30, 2014 Special Gas Tax 186.1 & 2106 Fund ASSETS Cash and investments Receivables: Accounts Interest Inventory Loans receivable Total assets $ $ 10,240 28,137 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Total liabilities Fund Balances: Nonspendable Inventory Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Committed: General Government Housing and Community Development General reserve Assigned: General Government Parks and Leisure Housing and Community Development Unassigned Total fund balances Total liabilities and fund balances 17,897 Special Gas Tax 2105 Fund $ 42,492 135,609 Housing Administration Fund 20,300 19,189 4,012 423,985 20,300 12,773 2,762,074 2,774,847 50 - 34,452 718 7,954 43,124 11,075 11,075 - - 4,012 - - - - 135,609 - 28,137 28,137 376,849 - - $ 135,609 135,609 - $ Page 84 EDBG Fund 380,861 423,985 $ $ Public Safety Augmentation Fund Asset Seizure Fund 400,784 - 28,137 - $ 93,117 Special Aviation Fund - $ 32,771 $ 32,771 123,800 123,800 - - - - - - - - - - - 32,771 - - - - 9,225 9,225 20,300 64,742 2,762,074 2,826,866 (52,019) (52,019) $ 2,774,847 $ 32,771 32,771 123,800 - $ 123,800 123,800 Cont'd City of Oroville Combining Balance Sheet Special Revenue Nonmajor Governmental Funds June 30, 2014 ASSETS Cash and investments Receivables: Accounts Interest Inventory Loans receivable Total assets Police Supplemental Law Enforcement Fund Law Enforcement Block Grant Fund Law Enforcement Impact Fee Fund Miscellaneous Grant Fund $ $ $ $ 67,345 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Total liabilities Fund Balances: Nonspendable Inventory Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Committed: General Government Housing and Community Development General reserve Assigned: General Government Parks and Leisure Housing and Community Development Unassigned Total fund balances Total liabilities and fund balances 67,345 117,503 55,474 55,474 44,805 257 257 - - - - - - 117,246 - 67,345 67,345 $ $ 21,415 Contingency Fund $ 21,415 275,570 $ 275,570 PEG Fee Fund 23,284 $ 64,470 23,284 5,813 70,283 - 7,836 7,836 - - - - - - - - - - - - 55,474 - - 21,415 - - 15,448 - 70,283 - - 44,778 - 275,570 - - - 55,474 55,474 44,778 44,805 21,415 21,415 275,570 275,570 15,448 23,284 70,283 70,283 Cont'd Page 85 27 Fire Grant Fund - 117,246 117,503 $ 44,805 - 67,345 - $ 117,503 Fire Suppression Impact Fee Fund 27 $ $ $ $ $ City of Oroville Combining Balance Sheet Special Revenue Nonmajor Governmental Funds June 30, 2014 ASSETS Cash and investments Receivables: Accounts Interest Inventory Loans receivable Total assets General Government Development Impact Fee Fund Lighting & Landscape Maintenance Districts Fund $ $ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Total liabilities Fund Balances: Nonspendable Inventory Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Committed: General Government Housing and Community Development General reserve Assigned: General Government Parks and Leisure Housing and Community Development Unassigned Total fund balances Total liabilities and fund balances $ 3,146 31,581 Benefit Assessment Districts Fund $ 61,081 3,146 31,581 61,081 - 1,032 239 1,271 65 - - - - Westside Public Service Fund $ 222,570 Public Safety Services Fund $ 222,570 222,739 Supplemental Benefits Fund $ 222,739 405,059 Pioneer Museum Fund $ 26,976 432,035 101,047 101,047 - - 7,566 892 8,458 - - - - - - - - - - - - 3,146 - 30,310 - 61,016 - - - - 3,146 3,146 30,310 31,581 61,016 61,081 $ Page 86 65 $ 222,570 - 222,739 - - $ 222,570 222,570 - - $ 222,739 222,739 $ 101,147 - 17,568 - 406,009 423,577 432,035 (100) 101,047 101,047 Cont'd $ City of Oroville Combining Balance Sheet Special Revenue Nonmajor Governmental Funds June 30, 2014 ASSETS Cash and investments Receivables: Accounts Interest Inventory Loans receivable Total assets Public Works City Manufacturing Housing Business Rehabilitation Development Revolving Center Loan Fund Fund CDBG Economic Development Revolving Loan Fund $ $ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Total liabilities Fund Balances: Nonspendable Inventory Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Committed: General Government Housing and Community Development General reserve Assigned: General Government Parks and Leisure Housing and Community Development Unassigned Total fund balances Total liabilities and fund balances - 669,410 - 1,110 1,110 46,392 1,593,718 2,309,520 236 65,083 65,319 984 39 97,612 98,635 2,250 1,593,718 1,595,968 5,809 65,083 70,892 $ 803,665 803,665 17 803,665 803,682 MicroEnterprise Revolving Loan Fund $ 1,079,275 Home Housing Revolving Loan Fund CalHome Revolving Loan Fund $ 122,383 $ 46,224 1,079,275 122,383 2,757,582 2,803,806 245 245 2 - 2,757,582 2,757,582 2 - - - - - - - - - - - - - - - - - - - - - - - (5,573) (5,573) 65,319 (17) (17) 803,665 - $ $ CDBG Housing Revolving Loan Fund 713,552 - (97,525) (97,525) 713,552 1,110 $ 2,309,520 Page 87 $ $ 1,079,030 - 122,381 - 46,224 - 1,079,030 $ 1,079,275 122,381 122,383 46,224 $ 2,803,806 Cont'd $ City of Oroville Combining Balance Sheet Special Revenue Nonmajor Governmental Funds June 30, 2014 Housing Rehabilitation Revolving Loan Fund ASSETS Cash and investments Receivables: Accounts Interest Inventory Loans receivable Total assets $ LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Total liabilities Fund Balances: Nonspendable Inventory Restricted: General Government Public Safety: Police Fire Streets and Storm Drains Parks and Leisure Health and Sanitation Committed: General Government Housing and Community Development General reserve Assigned: General Government Parks and Leisure Housing and Community Development Unassigned Total fund balances Total liabilities and fund balances $ - City Revolving Loan Fund $ 134,607 Plan Retention Fund $ 19,243 Asset Seizure Fund Annexation Fund $ 37,402 $ 45,188 Total Special Revenue Nonmajor Governmental Funds $ 8,420,732 57,012 57,012 10,832 49,274 194,713 19,243 37,402 45,188 133,764 70,233 4,012 8,088,408 16,717,149 57,012 57,012 49,274 49,274 - - - 65,109 20,799 7,954 197,334 8,088,408 8,379,604 - - - - - 4,012 - - - - - 459 - - - - 45,188 - 672,198 85,731 3,758,454 101,147 931,675 37,402 2,382,196 62,346 - 145,439 - - 37,402 - - 57,012 145,439 194,713 19,243 19,243 19,243 37,402 37,402 45,188 45,188 $ Page 88 $ $ $ 19,243 406,009 31,907 (155,234) 8,337,545 $ 16,717,149 Concluded City of Oroville Combining Statement of Revenues, Expenditures and Changes in Fund Balances Special Revenue Nonmajor Governmental Funds June 30, 2014 Community Promotions Funds REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures - Sewer Connection Fees Funds $ 18,334 18,334 Excess (Deficiency) of Revenues over Expenditures 1,771 43,913 45,684 Drainage Impact Fees Fund $ 480 480 4,536 1,040 5,576 $ 12,913 205 13,118 113,573 17,432 - - - Net Change in Fund Balances (8,334) 45,204 (12,515) 10,713 Fund Balances Beginning 31,016 826,166 498,038 91,623 Page 89 18,542 1,065 19,607 (152) 10,000 10,000 $ $ 2,175 2,175 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 871,370 126,324 1,566 8,303 136,193 480 22,140 22,620 10,713 $ $ 480 480 (12,515) 22,682 328 328 Drainage Citywide Fund 2,405 2,405 45,204 $ $ Traffic Impact Fees Fund 18,091 18,091 (18,334) Fund Balances Ending Thermalito Traffic Impact Fees Fund Park Development Fees Fund 485,523 $ 102,336 - - (152) 155,663 $ 155,511 $ - 113,573 17,432 681,258 494,307 794,831 $ 511,739 Cont'd City of Oroville Combining Statement of Revenues, Expenditures and Changes in Fund Balances Special Revenue Nonmajor Governmental Funds June 30, 2014 REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues Local Transportation Fund Regional Surface Transportation Program Fund $ $ 194 194 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures - Excess (Deficiency) of Revenues over Expenditures 194 1,218 359,436 360,654 Canine Fund $ - Technology Fee Fund $ 2 17,475 17,477 2,000 2,000 9,842 9,842 344 11,000 11,344 - 358,654 7,635 28,233 1,131 (3,314) 127,967 - - - (22,592) (22,592) (106,757) (106,757) 1,131 (25,906) 21,210 86,211 10,683 (91,000) (91,000) Net Change in Fund Balances (90,806) 358,654 7,635 28,233 Fund Balances Beginning 132,307 396,037 - (27,774) $ 41,501 - $ 754,691 Page 90 $ 7,635 $ 459 $ Recycling Fund 57 39,520 39,577 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending SB-1186 Fees Fund Special Gas Tax 2107 & 2107.5 Fund - $ 1 1,135 1,136 5 5 246 1,377 $ $ 60,305 1 128,084 128,085 4,034 15,858 19,892 - $ 164 3,456 12,948 10 16,578 118 118 $ 31,893 Cont'd City of Oroville Combining Statement of Revenues, Expenditures and Changes in Fund Balances Special Revenue Nonmajor Governmental Funds June 30, 2014 Special Gas Tax 186.1 & 2106 Fund REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 23 70,829 70,852 Special Gas Tax 2105 Fund $ - Excess (Deficiency) of Revenues over Expenditures 63 341,468 341,531 Special Aviation Fund $ - 193,709 1,298,474 294,849 1,787,032 Housing Administration Fund $ 439,095 1,134,409 1,573,504 - EDBG Fund $ 81,234 313,252 85,758 480,244 Public Safety Augmentation Fund Asset Seizure Fund $ $ 70 (1,300) (1,230) 546,580 546,580 249,580 249,580 - 104,289 61 104,350 - 70,852 341,531 213,528 (546,580) 230,664 (1,230) 104,350 (60,221) (60,221) (256,568) (256,568) 147,000 (86,776) 60,224 542,198 542,198 (465,580) (465,580) - (130,000) (130,000) Net Change in Fund Balances 10,631 84,963 273,752 (4,382) (234,916) (1,230) (25,650) Fund Balances Beginning 17,506 50,646 107,109 13,607 182,897 34,001 149,450 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending $ 28,137 $ 135,609 $ Page 91 380,861 $ 9,225 $ (52,019) $ 32,771 $ 123,800 Cont'd City of Oroville Combining Statement of Revenues, Expenditures and Changes in Fund Balances Special Revenue Nonmajor Governmental Funds June 30, 2014 REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues Police Supplemental Law Enforcement Fund Law Enforcement Block Grant Fund Law Enforcement Impact Fee Fund Miscellaneous Grant Fund Fire Suppression Impact Fee Fund Contingency Fund $ $ $ $ $ $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 228 93,911 94,139 199 143,178 143,377 1,995 115 2,110 20 142,285 84,770 227,075 977 45 1,022 - Fire Grant Fund $ 240 309,559 309,799 - 72,164 10,788 82,952 480 480 110,853 4,028 12,240 127,121 480 480 71,051 71,051 291,391 143,712 435,103 94,139 60,425 1,630 99,954 542 (71,051) (125,304) (138,531) (138,531) (68,833) (68,833) - 23,690 (18,005) 5,685 - - 15,334 15,334 Net Change in Fund Balances (44,392) (8,408) 1,630 105,639 542 (71,051) (109,970) Fund Balances Beginning 111,737 53,844 (60,861) 346,621 125,418 Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending $ 67,345 125,654 $ 117,246 $ Page 92 55,474 $ 44,778 20,873 $ 21,415 $ 275,570 $ 15,448 Cont'd City of Oroville Combining Statement of Revenues, Expenditures and Changes in Fund Balances Special Revenue Nonmajor Governmental Funds June 30, 2014 PEG Fee Fund REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 28,600 114 28,714 General Government Development Impact Fee Fund Lighting & Landscape Maintenance Districts Fund $ $ - 2,223 4 2,227 47,309 31 47,340 Benefit Assessment Districts Fund $ 2,000 126 2,126 Westside Public Service Fund $ 38,953 408 39,361 Public Safety Services Fund $ 38,953 408 39,361 Supplemental Benefits Fund $ 330 339,104 339,434 480 480 29,257 29,257 1,997 1,997 767 767 767 767 106,513 106,513 28,714 1,747 18,083 129 38,594 38,594 232,921 - (5,000) (5,000) (2,704) (2,704) (187) (187) - - Net Change in Fund Balances 28,714 (3,253) 15,379 (58) 38,594 38,594 232,921 Fund Balances Beginning 41,569 6,399 14,931 183,976 184,145 190,656 Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending $ 70,283 $ 3,146 Page 93 $ 30,310 61,074 $ 61,016 $ 222,570 $ 222,739 - $ 423,577 Cont'd City of Oroville Combining Statement of Revenues, Expenditures and Changes in Fund Balances Special Revenue Nonmajor Governmental Funds June 30, 2014 Pioneer Museum Fund REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures CDBG Economic Development Revolving Loan Fund $ $ - Excess (Deficiency) of Revenues over Expenditures 48 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) - Net Change in Fund Balances 48 Fund Balances Beginning Fund Balances Ending 48 48 Public Works City Manufacturing Housing Business Rehabilitation Development Revolving Center Loan Fund Fund 100,999 $ 101,047 18,044 18,044 $ 4,250 2,144 6,394 $ - MicroEnterprise Revolving Loan Fund $ 7,117 7,117 CalHome Revolving Loan Fund $ 247 247 28,090 28,090 45 3,600 3,645 - 17 17 44,235 44,235 (10,046) 19,097 6,394 (17) (37,118) 245 (161,541) (161,541) 7,353 (35,000) (27,647) (16,099) (16,099) 778,159 (1,087,204) (309,045) 18,351 18,351 (171,587) (8,550) (9,705) (346,163) 18,596 74,062 $ 16,122 6,620 22,742 CDBG Housing Revolving Loan Fund (97,525) $ Page 94 722,102 713,552 4,132 $ (5,573) $ (17) - 2 2 1,425,193 (17) $ 1,079,030 103,785 $ 122,381 Cont'd City of Oroville Combining Statement of Revenues, Expenditures and Changes in Fund Balances Special Revenue Nonmajor Governmental Funds June 30, 2014 Home Housing Revolving Loan Fund REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ 480 480 Housing Rehabilitation Revolving Loan Fund $ - City Revolving Loan Fund $ 401 5,120 5,521 Plan Retention Fund $ 37 3,502 3,539 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures - - 1,875 1,875 25 25 Excess (Deficiency) of Revenues over Expenditures 480 - 3,646 3,514 $ 79 79 79 144,269 (244,797) (100,528) - (108,525) (108,525) - Net Change in Fund Balances (100,048) - (104,879) 3,514 79 146,272 - 250,318 15,729 37,323 Fund Balances Ending $ 46,224 $ - $ Page 95 145,439 $ 19,243 $ - OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Beginning Asset Seizure Fund Annexation Fund - $ 37,402 15 45,173 45,188 Total Special Revenue Nonmajor Governmental Funds $ 260,104 167,510 331,880 3,551,339 185,788 455,849 4,952,470 - 111,267 374,164 59,215 110,541 439,095 4,514 963,364 1,350,147 3,412,307 45,188 1,540,163 - 1,686,354 (3,105,920) (1,419,566) 45,188 120,597 8,216,948 $ 45,188 $ 8,337,545 Concluded City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Community Promotions Funds Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures - Actual Amounts Final $ - $ - Sewer Connection Fees Funds Variance with Final Budget Positive (Negative) $ - Budgeted Amounts Original $ 2,100 6,699 8,799 Actual Amounts Final $ $ 2,100 6,699 8,799 Variance with Final Budget Positive (Negative) $ 1,771 43,913 45,684 (329) 37,214 36,885 18,232 18,232 18,232 18,232 18,334 18,334 (102) (102) 6,160 6,160 6,160 6,160 480 480 5,680 5,680 (18,232) (18,232) (18,334) (102) 2,639 2,639 45,204 42,565 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 10,000 10,000 10,000 10,000 10,000 10,000 - - - - Net Change in Fund Balances (8,232) (8,232) (8,334) 2,639 2,639 45,204 42,565 Fund Balances Beginning 31,016 31,016 31,016 826,166 826,166 826,166 - 22,784 $ 22,682 828,805 $ 871,370 Excess (Deficiency) of Revenues over Expenditures Fund Balances Ending $ 22,784 $ Page 96 (102) $ (102) $ 828,805 $ $ 42,565 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Drainage Impact Fees Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Actual Amounts Final $ 2,647 1,500 4,147 2,647 1,500 4,147 $ Park Development Fees Fund Variance with Final Budget Positive (Negative) $ 4,536 1,040 5,576 1,889 (460) 1,429 Budgeted Amounts Original $ 3,000 200 3,200 Actual Amounts Final $ 3,000 200 3,200 $ 12,913 205 13,118 Variance with Final Budget Positive (Negative) $ 9,913 5 9,918 33,160 2,000 35,160 33,160 2,000 35,160 18,091 18,091 15,069 2,000 17,069 10,549 27,500 38,049 10,549 27,500 38,049 2,405 2,405 8,144 27,500 35,644 (31,013) (31,013) (12,515) 18,498 (34,849) (34,849) 10,713 45,562 - - - - - - - - Net Change in Fund Balances (31,013) (31,013) (12,515) 18,498 (34,849) (34,849) 10,713 45,562 Fund Balances Beginning 498,038 498,038 498,038 - 91,623 91,623 91,623 - Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending $ 467,025 $ 467,025 $ Page 97 485,523 $ 18,498 $ 56,774 $ 56,774 $ 102,336 $ 45,562 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Thermalito Traffic Impact Fees Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending $ 430 430 Actual Amounts Final $ 430 430 $ 328 328 Traffic Impact Fees Fund Variance with Final Budget Positive (Negative) $ (102) (102) Budgeted Amounts Original $ 34,293 1,500 35,793 Actual Amounts Final $ $ 34,293 1,500 35,793 Variance with Final Budget Positive (Negative) $ 126,324 1,566 8,303 136,193 92,031 66 8,303 100,400 6,160 6,160 6,160 6,160 480 480 5,680 5,680 6,160 38,400 44,560 6,160 38,400 44,560 480 22,140 22,620 5,680 16,260 21,940 (5,730) (5,730) (152) 5,578 (8,767) (8,767) 113,573 122,340 - - - - - (5,730) (5,730) 5,578 (8,767) (8,767) 155,663 155,663 $ 149,933 $ 149,933 (152) 155,663 $ 155,511 Page 98 $ 5,578 681,258 $ 672,491 113,573 681,258 $ 672,491 122,340 681,258 $ 794,831 $ 122,340 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Drainage Citywide Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Final $ Fund Balances Beginning $ $ 15,048 1,400 16,448 Variance with Final Budget Positive (Negative) $ 18,542 1,065 19,607 3,494 (335) 3,159 Budgeted Amounts Original $ 530 530 Actual Amounts Final $ 530 530 $ Variance with Final Budget Positive (Negative) $ 194 194 (336) (336) 6,160 216,000 222,160 6,160 216,000 222,160 2,175 2,175 3,985 216,000 219,985 91,000 100 91,100 91,000 100 91,100 (205,712) (205,712) 17,432 223,144 (90,570) (90,570) - - (91,000) (91,000) (91,000) (91,000) (90,570) (90,570) (90,806) (236) 132,307 132,307 132,307 - Net Change in Fund Balances Fund Balances Ending 15,048 1,400 16,448 Actual Amounts Local Transportation Fund - - (205,712) (205,712) 17,432 494,307 494,307 494,307 288,595 $ 511,739 288,595 $ Page 99 223,144 $ 223,144 $ 41,737 $ 41,737 $ - 91,000 100 91,100 194 90,764 41,501 $ (236) Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Regional Surface Transportation Program Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending $ 1,327 200,000 201,327 Actual Amounts Final $ 1,327 200,000 201,327 $ 1,218 359,436 360,654 Canine Fund Variance with Final Budget Positive (Negative) $ (109) 159,436 159,327 Budgeted Amounts Original $ - Actual Amounts Final $ - $ - Variance with Final Budget Positive (Negative) $ 2 17,475 17,477 2 17,475 17,477 200,000 200,000 200,000 200,000 2,000 2,000 198,000 198,000 9,342 9,342 9,342 9,342 9,842 9,842 1,327 1,327 358,654 357,327 (9,342) (9,342) 7,635 16,977 - - - - - - 1,327 1,327 358,654 (9,342) (9,342) 7,635 16,977 396,037 396,037 396,037 - - - - 397,364 $ - 397,364 $ 754,691 Page 100 357,327 $ 357,327 $ (9,342) $ (9,342) $ 7,635 $ (500) (500) 16,977 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Technology Fee Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ Final 57 39,520 39,577 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 344 14,156 14,500 344 14,156 14,500 344 11,000 11,344 3,156 3,156 - Excess (Deficiency) of Revenues over Expenditures 39,580 39,580 28,233 (11,347) - - - 39,580 39,580 (27,774) (27,774) Fund Balances Ending $ 11,806 $ $ - $ Original 80 54,000 54,080 Fund Balances Beginning - Variance with Final Budget Positive (Negative) Budgeted Amounts 80 54,000 54,080 Net Change in Fund Balances $ Variance with Final Budget Positive (Negative) (23) (14,480) (14,503) OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) - Actual Amounts SB-1186 Fees Fund $ - Actual Amounts Final $ - $ - $ - 1 1,135 1,136 1 1,135 1,136 - - - - - 1,131 1,131 - - - - - 28,233 (11,347) - - 1,131 1,131 (27,774) - 246 246 11,806 $ Page 101 459 $ (11,347) $ 246 $ 246 5 - (5) - 5 246 $ 1,377 $ (5) 1,131 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Recycling Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ Final $ 164 3,456 12,948 10 16,578 (123) (1,544) 161 10 (1,496) 6,000 32,079 38,079 6,000 32,079 38,079 4,034 15,858 19,892 Excess (Deficiency) of Revenues over Expenditures (20,005) (20,005) OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) (22,921) (22,921) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending $ $ Variance with Final Budget Positive (Negative) $ 287 5,000 12,787 18,074 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 287 5,000 12,787 18,074 Actual Amounts Special Gas Tax 2107 & 2107.5 Fund Budgeted Amounts Original $ - Actual Amounts Final $ - $ - Variance with Final Budget Positive (Negative) $ (34) 28,524 28,490 35 99,560 99,595 35 99,560 99,595 1 128,084 128,085 1,966 16,221 18,187 500 500 500 500 118 118 382 382 (3,314) 16,691 99,095 99,095 127,967 28,872 (22,921) (22,921) (22,592) (22,592) 329 329 (107,000) (107,000) (107,000) (107,000) (106,757) (106,757) (42,926) (42,926) (25,906) 17,020 (7,905) (7,905) 21,210 29,115 86,211 86,211 86,211 - 10,683 10,683 10,683 - 43,285 $ 60,305 43,285 $ Page 102 $ 17,020 $ 2,778 $ 2,778 $ 31,893 $ 243 243 29,115 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Special Gas Tax 186.1 & 2106 Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ - Actual Amounts Final $ - $ - 74 58,200 58,274 74 58,200 58,274 370 370 370 370 57,904 57,904 70,852 (59,851) (59,851) (59,851) (59,851) (60,221) (60,221) Net Change in Fund Balances (1,947) (1,947) 10,631 Fund Balances Beginning 17,506 17,506 17,506 15,559 $ 28,137 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending $ 15,559 $ Variance with Final Budget Positive (Negative) $ 23 70,829 70,852 - Page 103 Special Gas Tax 2105 Fund (51) 12,629 12,578 Budgeted Amounts Original $ Final $ 285 199,490 199,775 $ - 370 370 370 370 12,208 199,405 199,405 341,531 (256,568) (256,568) (256,568) (256,568) (256,568) (256,568) 11,838 (57,163) (57,163) 84,963 - 50,646 50,646 50,646 (6,517) $ (6,517) $ 11,838 $ $ 63 341,468 341,531 370 370 (370) (370) $ 285 199,490 199,775 Actual Amounts Variance with Final Budget Positive (Negative) - 135,609 $ (222) 141,978 141,756 370 370 142,126 142,126 142,126 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Special Aviation Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 178,700 1,378,243 1,556,943 Actual Amounts Final $ 584,223 1,327,185 1,911,408 Housing Administration Fund Variance with Final Budget Positive (Negative) $ 15,009 (79,769) 294,849 230,089 Budgeted Amounts Original $ - Actual Amounts Final $ - $ - Variance with Final Budget Positive (Negative) $ 178,700 1,378,243 1,556,943 193,709 1,298,474 294,849 1,787,032 $ - 584,223 1,327,185 1,911,408 439,095 1,134,409 1,573,504 145,128 192,776 337,904 546,739 546,739 546,739 546,739 546,580 546,580 159 159 159 Excess (Deficiency) of Revenues over Expenditures (354,465) (354,465) 213,528 567,993 (546,739) (546,739) (546,580) OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 147,000 (105,776) 41,224 147,000 (105,776) 41,224 147,000 (86,776) 60,224 19,000 19,000 529,126 529,126 529,126 529,126 542,198 542,198 Net Change in Fund Balances (313,241) (313,241) 273,752 586,993 (17,613) (17,613) (4,382) 13,231 107,109 107,109 107,109 13,607 13,607 13,607 - (4,006) $ (4,006) $ Fund Balances Beginning Fund Balances Ending $ (206,132) $ (206,132) $ 380,861 Page 104 $ 586,993 $ 9,225 $ 13,072 13,072 13,231 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 EDBG Fund Asset Seizure Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ 126,240 711,292 148,194 985,726 Actual Amounts Final $ 126,240 711,292 148,194 985,726 $ 81,234 313,252 85,758 480,244 Variance with Final Budget Positive (Negative) $ (45,006) (398,040) (62,436) (505,482) EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 589,641 2,750 592,391 589,641 2,750 592,391 249,580 249,580 340,061 2,750 342,811 Excess (Deficiency) of Revenues over Expenditures 393,335 393,335 230,664 (162,671) (465,777) (465,777) (465,777) (465,777) (465,580) (465,580) Net Change in Fund Balances (72,442) (72,442) (234,916) Fund Balances Beginning 182,897 182,897 182,897 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending $ 110,455 $ 110,455 $ (52,019) $ Page 105 Budgeted Amounts Original $ 197 197 (162,474) (162,474) $ 110 110 Actual Amounts Final $ $ 110 110 - Variance with Final Budget Positive (Negative) $ 70 (1,300) (1,230) (40) (1,300) (1,340) - - (1,230) (1,340) - - (1,230) (1,340) - - - 110 110 - - 110 110 34,001 34,001 34,001 34,111 $ 34,111 $ 32,771 $ (1,340) Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Public Safety Augmentation Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 99,403 99,403 Actual Amounts Final $ 99,403 $ 99,403 Police Supplemental Law Enforcement Fund Variance with Final Budget Positive (Negative) 104,289 $ 61 104,350 4,886 61 4,947 - - Budgeted Amounts Original $ 100 100,000 100,100 - - 99,403 99,403 104,350 4,947 100,100 (130,000) (130,000) (130,000) (130,000) (130,000) (130,000) - Net Change in Fund Balances (30,597) (30,597) (25,650) Fund Balances Beginning 149,450 149,450 149,450 118,853 $ 123,800 Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending $ 118,853 $ Page 106 $ Actual Amounts Final $ $ 128 (6,089) (5,961) - 100,100 94,139 (5,961) (138,530) (138,530) (138,530) (138,530) (138,531) (138,531) - 4,947 (38,430) (38,430) (44,392) (5,962) - 111,737 111,737 111,737 - $ 73,307 $ - $ 228 93,911 94,139 - 4,947 - 100 100,000 100,100 Variance with Final Budget Positive (Negative) 73,307 $ 67,345 $ (1) (1) (5,962) Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Law Enforcement Block Grant Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ 193,842 193,842 Actual Amounts Final $ $ 193,842 193,842 199 143,178 143,377 Law Enforcement Impact Fee Fund Variance with Final Budget Positive (Negative) $ 199 (50,664) (50,465) Budgeted Amounts Original $ 680 212 892 Actual Amounts Final $ 680 212 892 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 75,424 20,030 95,454 75,424 20,030 95,454 72,164 10,788 82,952 3,260 9,242 12,502 6,160 6,160 6,160 6,160 Excess (Deficiency) of Revenues over Expenditures 98,388 98,388 60,425 (37,963) (5,268) OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) (254,858) (254,858) (254,858) (254,858) (68,833) (68,833) 186,025 186,025 Net Change in Fund Balances (156,470) (156,470) (8,408) 148,062 125,654 125,654 125,654 (30,816) $ (30,816) $ 117,246 Fund Balances Beginning Fund Balances Ending $ Page 107 $ 148,062 $ $ Variance with Final Budget Positive (Negative) $ 1,995 115 2,110 1,315 (97) 1,218 480 480 5,680 5,680 (5,268) 1,630 6,898 - - - - (5,268) (5,268) 1,630 6,898 53,844 53,844 53,844 - 48,576 $ 48,576 $ 55,474 $ 6,898 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Miscellaneous Grant Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending $ 162,900 30,000 192,900 Actual Amounts Final $ Variance with Final Budget Positive (Negative) 273,202 3,900 181,000 458,102 273,202 3,900 181,000 458,102 110,853 4,028 12,240 127,121 162,349 (128) 168,760 330,981 13,160 13,160 13,160 13,160 480 480 12,680 12,680 (265,202) (265,202) 99,954 365,156 (12,554) (12,554) 542 13,096 23,690 (34,790) (11,100) 23,690 (34,790) (11,100) 23,690 (18,005) 5,685 16,785 16,785 - - (276,302) (276,302) 105,639 381,941 (12,554) (12,554) (60,861) (60,861) (60,861) 20,873 20,873 Page 108 $ $ 381,941 $ $ 525 81 606 Final 20 (20,615) 54,770 34,175 44,778 - Original Actual Amounts 8,319 $ $ 525 81 606 Variance with Final Budget Positive (Negative) 20 142,285 84,770 227,075 (337,163) $ $ Budgeted Amounts $ 162,900 30,000 192,900 (337,163) $ - Fire Suppression Impact Fee Fund 8,319 $ $ 977 45 1,022 542 20,873 21,415 $ 452 (36) 416 13,096 13,096 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Contingency Fund Fire Grant Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures - Actual Amounts Final $ - $ - Variance with Final Budget Positive (Negative) $ - Budgeted Amounts Original $ 291,346 291,346 Actual Amounts Final $ 291,346 291,346 $ Variance with Final Budget Positive (Negative) $ 240 309,559 309,799 240 18,213 18,453 75,000 75,000 75,000 75,000 71,051 71,051 3,949 3,949 87,225 316,633 403,858 87,225 316,633 403,858 291,391 143,712 435,103 (204,166) 172,921 (31,245) (75,000) (75,000) (71,051) 3,949 (112,512) (112,512) (125,304) (12,792) - - - - 15,334 15,334 15,334 15,334 15,334 15,334 - Net Change in Fund Balances (75,000) (75,000) (71,051) 3,949 (97,178) (97,178) (109,970) (12,792) Fund Balances Beginning 346,621 346,621 346,621 - 125,418 125,418 125,418 - 271,621 $ 275,570 Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Ending $ 271,621 $ Page 109 $ 3,949 $ 28,240 $ 28,240 $ 15,448 $ (12,792) Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 PEG Fee Fund General Government Development Impact Fee Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ - Actual Amounts Final $ - $ 28,600 114 28,714 Variance with Final Budget Positive (Negative) $ 28,600 114 28,714 Budgeted Amounts Original $ $ 744 25 769 Actual Amounts Final $ 744 25 769 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures - - - - 6,160 6,160 6,160 6,160 Excess (Deficiency) of Revenues over Expenditures - - 28,714 28,714 (5,391) OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) - - - - Net Change in Fund Balances - - 28,714 41,569 41,569 41,569 41,569 $ 70,283 Fund Balances Beginning Fund Balances Ending $ 41,569 $ Page 110 $ 2,223 4 2,227 Variance with Final Budget Positive (Negative) $ 1,479 (21) 1,458 480 480 5,680 5,680 (5,391) 1,747 7,138 (5,000) (5,000) (5,000) (5,000) (5,000) (5,000) - 28,714 (10,391) (10,391) (3,253) 7,138 - 6,399 6,399 6,399 - 28,714 $ (3,992) $ (3,992) $ 3,146 $ 7,138 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Lighting & Landscape Maintenance Districts Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ Final Original 43,746 43,746 29,257 29,257 14,489 14,489 43,682 43,682 43,682 43,682 2,233 2,233 18,083 15,850 (41,899) OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) (13,111) (13,111) (13,111) (13,111) (2,704) (2,704) 10,407 10,407 Net Change in Fund Balances (10,878) (10,878) 15,379 14,931 14,931 14,931 Fund Balances Ending $ 4,053 $ 4,053 $ Page 111 30,310 $ $ 1,628 155 1,783 Actual Amounts Final 43,746 43,746 Fund Balances Beginning 1,330 31 1,361 Budgeted Amounts 47,309 $ 31 47,340 Excess (Deficiency) of Revenues over Expenditures $ Variance with Final Budget Positive (Negative) 45,979 $ 45,979 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 45,979 45,979 Actual Amounts Benefit Assessment Districts Fund $ 1,628 155 1,783 $ Variance with Final Budget Positive (Negative) 2,000 $ 126 2,126 372 (29) 343 1,997 1,997 41,685 41,685 (41,899) 129 42,028 (9,607) (9,607) (9,607) (9,607) (187) (187) 9,420 9,420 26,257 (51,506) (51,506) (58) 51,448 - 61,074 61,074 26,257 $ 9,568 $ 9,568 61,074 $ 61,016 $ 51,448 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Westside Public Service Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending $ 46,500 446 46,946 Actual Amounts Final $ 46,500 $ 446 46,946 1,417 1,417 767 767 45,529 45,529 38,594 - - 45,529 183,976 $ Variance with Final Budget Positive (Negative) 38,953 $ 408 39,361 1,417 1,417 229,505 Public Safety Services Fund (7,547) (38) (7,585) Budgeted Amounts Original $ Final 46,500 $ 446 46,946 46,500 $ 446 46,946 38,953 $ 408 39,361 (7,547) (38) (7,585) 1,417 1,417 1,417 1,417 767 767 (6,935) 45,529 45,529 38,594 (6,935) - - - - - - 45,529 38,594 (6,935) 45,529 45,529 38,594 (6,935) 183,976 183,976 - 184,145 184,145 184,145 - 229,674 $ 222,739 229,505 $ 222,570 Page 112 650 650 Actual Amounts Variance with Final Budget Positive (Negative) $ (6,935) $ 229,674 $ 650 650 $ (6,935) Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Supplemental Benefits Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending $ 908 261,680 262,588 Actual Amounts Final Variance with Final Budget Positive (Negative) 189,529 189,529 106,513 106,513 83,016 83,016 - - 73,059 73,059 232,921 159,862 - - - - - - 73,059 73,059 232,921 - - 190,656 190,656 190,656 263,715 $ 423,577 Page 113 $ 159,862 $ 159,862 - Final 189,529 189,529 - (578) 77,424 76,846 Original Actual Amounts 330 339,104 339,434 $ $ Budgeted Amounts $ 908 261,680 262,588 263,715 $ Pioneer Museum Fund $ 100,999 $ 100,999 - $ 100,999 $ - 48 - 48 - 48 - 48 48 - 48 48 100,999 $ - Variance with Final Budget Positive (Negative) 100,999 $ 101,047 $ 48 48 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Public Works Manufacturing Business Development Center Fund Variance with Final Budget Positive (Negative) Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ 72,255 72,255 Actual Amounts Final $ $ 72,255 72,255 18,044 18,044 City Housing Rehabilitation Revolving Loan Fund $ (54,211) (54,211) Budgeted Amounts Original $ Actual Amounts Final $ 51,091 99,363 150,454 $ 51,091 99,363 150,454 Variance with Final Budget Positive (Negative) $ 16,122 6,620 22,742 (34,969) (92,743) (127,712) 45 EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 37,274 37,274 37,274 37,274 28,090 28,090 9,184 9,184 181,275 181,275 181,275 181,275 3,600 3,645 (45) 177,675 177,630 Excess (Deficiency) of Revenues over Expenditures 34,981 34,981 (10,046) (45,027) (30,821) (30,821) 19,097 49,918 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) (154,175) (154,175) (154,175) (154,175) (161,541) (161,541) (7,366) (7,366) (51,500) (51,500) (51,500) (51,500) 7,353 (35,000) (27,647) 7,353 16,500 23,853 Net Change in Fund Balances (119,194) (119,194) (171,587) (52,393) (82,321) (82,321) (8,550) 73,771 74,062 74,062 74,062 - 722,102 722,102 Fund Balances Beginning Fund Balances Ending $ (45,132) $ (45,132) $ Page 114 (97,525) $ (52,393) $ 639,781 $ 639,781 722,102 $ 713,552 $ 73,771 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 CDBG Economic Development Revolving Loan Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending 7,285 8,215 15,500 Final $ $ 7,285 8,215 15,500 4,250 2,144 6,394 Variance with Final Budget Positive (Negative) $ (3,035) (6,071) (9,106) - - - - 15,500 15,500 6,394 (9,106) (16,099) (16,099) (16,099) (16,099) (16,099) (16,099) - (599) (599) (9,705) (9,106) 4,132 - 4,132 $ Actual Amounts CDBG Housing Revolving Loan Fund 3,533 4,132 $ 3,533 $ Page 115 (5,573) $ (9,106) Budgeted Amounts Original $ Actual Amounts Final - $ - - - - $ 17 17 17 (17) (17) (17) - - - - - (17) (17) (17) - - - - - (17) $ (17) $ (17) $ 17 - - - - $ $ Variance with Final Budget Positive (Negative) 17 - 17 - Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Micro- Enterprise Revolving Loan Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending 5,500 5,500 Final $ $ 5,500 5,500 7,117 7,117 Variance with Final Budget Positive (Negative) $ 1,617 1,617 Original $ 416 416 Actual Amounts Final $ 416 416 75,266 75,266 44,235 44,235 31,031 31,031 23,750 23,750 23,750 23,750 (69,766) (69,766) (37,118) 32,648 (23,334) (23,334) 360,000 (1,083,131) (723,131) 360,000 (1,083,131) (723,131) 778,159 (1,087,204) (309,045) 418,159 (4,073) 414,086 - (792,897) (792,897) (346,163) 446,734 632,296 1,425,193 $ 632,296 $ 1,425,193 1,079,030 Page 116 $ 446,734 Variance with Final Budget Positive (Negative) Budgeted Amounts 75,266 75,266 1,425,193 $ Actual Amounts CalHome Revolving Loan Fund $ $ 247 247 $ 2 23,748 23,748 245 23,579 - 18,351 18,351 18,351 18,351 (23,334) (23,334) 18,596 41,930 103,785 103,785 103,785 - 80,451 $ 80,451 $ - (169) (169) 2 - 122,381 $ 41,930 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Home Housing Revolving Loan Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ Actual Amounts Final - $ - 40 40 40 - Excess (Deficiency) of Revenues over Expenditures 480 480 40 - EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures $ 40 40 Housing Rehabilitation Revolving Loan Fund Variance with Final Budget Positive (Negative) $ 440 440 Budgeted Amounts Original $ - Actual Amounts Final $ - $ - Variance with Final Budget Positive (Negative) $ - - - - - - - 480 440 - - - - OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 105,018 (244,797) (139,779) 105,018 (244,797) (139,779) 144,269 (244,797) (100,528) 39,251 39,251 - - - - Net Change in Fund Balances (139,739) (139,739) (100,048) 39,691 - - - - 146,272 146,272 146,272 - - - - - Fund Balances Beginning Fund Balances Ending $ 6,533 $ 6,533 $ 46,224 Page 117 $ 39,691 $ - $ - $ - $ Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 City Revolving Loan Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures 250 250 Actual Amounts Final $ $ 250 250 401 5,120 5,521 Plan Retention Fund Variance with Final Budget Positive (Negative) $ 151 5,120 5,271 Budgeted Amounts Original $ Actual Amounts Final - $ - 60 $ 60 - 60 60 - Variance with Final Budget Positive (Negative) $ 37 3,502 3,539 9,995 9,995 9,995 9,995 1,875 1,875 8,120 8,120 15,742 15,742 15,742 15,742 25 15,717 15,717 (9,745) (9,745) 3,646 13,391 (15,682) (15,682) 3,514 19,196 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) (118,525) (118,525) (118,525) (118,525) (108,525) (108,525) 10,000 10,000 - - - - Net Change in Fund Balances (128,270) (128,270) (104,879) 23,391 (15,682) (15,682) 3,514 19,196 250,318 250,318 250,318 - 15,729 15,729 15,729 - 122,048 $ 145,439 Excess (Deficiency) of Revenues over Expenditures Fund Balances Beginning Fund Balances Ending $ 122,048 $ Page 118 $ 23,391 $ 47 $ 47 $ 25 (23) 3,502 3,479 19,243 $ 19,196 Cont'd City of Oroville Statement of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Special Revenue Nonmajor Governmental Funds June 30, 2014 Annexation Fund Asset Seizure Fund Budgeted Amounts Original REVENUES Taxes: Other taxes License and permits Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ EXPENDITURES Current: General Government Public Safety Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending $ 148 148 Actual Amounts Final $ 148 148 37,000 37,000 37,000 37,000 (36,852) (36,852) - - (36,852) (36,852) 37,323 37,323 471 $ $ - Variance with Final Budget Positive (Negative) $ 79 79 79 - 471 79 37,323 $ Page 119 37,402 $ (69) (69) Budgeted Amounts Original $ - Actual Amounts Final $ - $ - Variance with Final Budget Positive (Negative) $ - 15 45,173 45,188 15 45,173 45,188 37,000 37,000 - - - - 36,931 - - 45,188 45,188 - - - - - 36,931 - - 45,188 45,188 - - - - - 36,931 $ - $ - $ 45,188 $ 45,188 Concluded This Page Intentionally Left Blank Page 120 NONMAJOR DEBT SERVICE FUNDS Fund Title City Debt Service Fund Assessment District 1193-1 Redemption Fund Oroville Public Financing Authority Redemption Fund Fund Description To account for tax revenues and debt service expenditures for sewer bonds issued to fund an advance for construction of the sewage treatment facility. To account for the provision and financing of the capital lease purchase of various City equipment. To account for the provision and financing of public improvements that benefited the Oroville Assessment District. Page 121 City of Oroville Combining Balance Sheet Debt Service Nonmajor Governmental Funds June 30, 2014 City Debt Service Fund ASSETS Cash and investments Restricted cash and investments Receivables: Interest Total assets LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Unearned revenues Advances from other funds Total liabilities Fund Balances: Restricted: Debt service Assigned: Debt service Unassigned Total fund balances Total liabilities and fund balances $ $ $ - 252,555 252,555 Assessment District 1193-1 Redemption Fund Oroville Public Financing Authority Redemption Fund Total Debt Service Nonmajor Governmental Funds $ 118,378 - $ $ 118,378 6,467 $ 2,025,717 $ $ $ $ $ - $ Page 122 (252,555) (252,555) $ 82,050 82,050 36,328 36,328 118,378 68,302 1,950,948 - 2,025,717 2,025,717 $ 2,025,717 186,680 1,950,948 6,467 2,144,095 82,050 252,555 334,605 2,025,717 $ 36,328 (252,555) 1,809,490 2,144,095 City of Oroville Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Debt Service Nonmajor Governmental Funds June 30, 2014 City Debt Service Fund REVENUES Other revenues Total Revenues $ EXPENDITURES Debt service Principal retirement Interest and fiscal charges Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances Beginning Fund Balances Ending $ 573,957 573,957 Assessment District 1193-1 Redemption Fund Oroville Public Financing Authority Redemption Fund Total Debt Service Nonmajor Governmental Funds $ $ $ - - 573,957 573,957 339,200 360,696 699,896 - 815,000 1,081,634 1,896,634 1,154,200 1,442,330 2,596,530 (125,939) - (1,896,634) (2,022,573) 68,000 68,000 (4,443) (4,443) 1,918,775 1,918,775 1,986,775 (4,443) 1,982,332 (57,939) (4,443) 22,141 (40,241) (194,616) 40,771 2,003,576 36,328 $ 2,025,717 (252,555) Page 123 $ 1,849,731 $ 1,809,490 This Page Intentionally Left Blank Page 124 NONMAJOR CAPITAL PROJECTS FUNDS Fund Title Equipment Replacement Fund Fund Description To account for major purchases of replacement equipment various departments within the City. New Capital Equipment Fund To account for major purchases of new equipment and small capital p from various departments within the City. To account for capital projects for the City's infrastructure funded by the Oroville Redevelopment Agency or other funds To account for major renovations and repairs to City's buildings and improvements. Capital Projects Fund Building Facility Capital Improvement Fund Page 125 City of Oroville Combining Balance Sheet Capital Projects Nonmajor Governmental Funds June 30, 2014 New Capital Equipment Fund Equipment Replacement Fund ASSETS Cash and investments Receivables: Accounts Due from other funds Loans receivable Total assets LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Unearned revenues Total liabilities Fund Balances: Nonspendable Interfund Committed: General Government Unassigned Total fund balances Total liabilities and fund balances $ 361,905 $ 17,799 29,154 2,254 411,112 $ $ 13,369 13,369 $ 28,655 $ 28,655 $ - 29,154 - 368,589 397,743 411,112 28,655 28,655 28,655 Page 126 $ Capital Projects Fund $ 455,883 $ 455,883 $ 378 378 Building Facility Capital Improvement Fund Total Capital Projects Nonmajor Governmental Funds $ 28,384 $ 874,827 $ 28,384 $ 17,799 29,154 2,254 924,034 $ - $ 455,505 455,505 455,883 $ - $ 378 13,369 13,747 - 29,154 28,384 28,384 28,384 881,133 910,287 924,034 $ City of Oroville Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Capital Projects Nonmajor Governmental Funds June 30, 2014 New Capital Equipment Fund Equipment Replacement Fund REVENUES Interest, rents and concessions Intergovernmental revenues Current service charges Other revenues Total Revenues $ 546 9,845 10,391 EXPENDITURES Current: General Government Parks and Leisure Capital outlay Total Expenditures 2,352 1,808 4,160 Excess (Deficiency) of Revenues over Expenditures 6,231 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 19,000 (78,334) (59,334) Net Change in Fund Balances (53,103) Fund Balances Beginning 450,846 Fund Balances Ending $ 397,743 $ 13 13 Capital Projects Fund $ - $ $ - 559 56,698 9,845 67,102 - 2,352 790 49,247 52,389 8,469 - 14,713 - - 19,000 (78,334) (59,334) 13 8,469 - (44,621) 28,642 447,036 28,384 954,908 - Page 127 Total Capital Projects Nonmajor Governmental Funds 790 47,439 48,229 13 $ 56,698 56,698 Building Facility Capital Improvement Fund 28,655 $ 455,505 $ 28,384 $ 910,287 City of Oroville Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Capital Projects Nonmajor Governmental Funds June 30, 2014 Equipment Replacement Fund Budgeted Amounts Original REVENUES Interest, rents and concessions Intergovernmental revenues Other revenues Total Revenues $ EXPENDITURES Current: General Government Parks and Leisure Capital outlay Total Expenditures 1,740 1,740 Actual Amounts Final $ 1,740 1,740 $ 546 9,845 10,391 New Capital Equipment Fund Variance with Final Budget Positive (Negative) $ (1,194) 9,845 8,651 Budgeted Amounts Original $ 270 270 Actual Amounts Final $ 270 270 $ 13 13 12,147 42,010 54,157 2,352 1,808 4,160 9,795 40,202 49,997 - - Excess (Deficiency) of Revenues over Expenditures (52,417) (52,417) 6,231 58,648 270 270 OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) 19,000 (78,334) (59,334) 19,000 (78,334) (59,334) 19,000 (78,334) (59,334) - - - (111,751) (111,751) (53,103) 58,648 270 270 13 450,846 450,846 450,846 - 28,642 28,642 28,642 Fund Balances Beginning Fund Balances Ending $ 339,095 $ 339,095 $ 397,743 Page 128 $ 58,648 $ 28,912 $ 28,912 $ - 12,147 42,010 54,157 Net Change in Fund Balances Variance with Final Budget Positive (Negative) - 13 (257) - $ (257) (257) - 28,655 (257) $ (257) Cont'd City of Oroville Schedule of Revenues, Expenditures, and Changes in Fund Balances Budget and Actual (GAAP Basis) Capital Projects Nonmajor Governmental Funds June 30, 2014 Capital Projects Fund Building Facility Capital Improvement Fund Variance with Final Budget Positive (Negative) Budgeted Amounts Original REVENUES Interest, rents and concessions Intergovernmental revenues Other revenues Total Revenues $ EXPENDITURES Current: General Government Parks and Leisure Capital outlay Total Expenditures Excess (Deficiency) of Revenues over Expenditures OTHER FINANCING SOURCES (USES) Transfers in Transfers out Total Other Financing Sources (Uses) Fund Balances Beginning Fund Balances Ending 847,392 847,392 $ $ 847,392 847,392 $ 56,698 56,698 $ (790,694) (790,694) Original $ Actual Amounts Final - $ - $ - $ - 966,667 966,667 966,667 966,667 790 47,439 48,229 (790) 919,228 918,438 - - - - (119,275) (119,275) 8,469 127,744 - - - - - - - - - - - - 28,384 28,384 28,384 - - Net Change in Fund Balances Actual Amounts Final Variance with Final Budget Positive (Negative) Budgeted Amounts - (119,275) (119,275) 447,036 447,036 327,761 $ 327,761 - - 8,469 127,744 447,036 $ 455,505 Page 129 $ 127,744 $ 28,384 $ 28,384 $ 28,384 $ Concluded This Page Intentionally Left Blank Page 130 INTERNAL SERVICE FUNDS Fund Title Payroll Revolving Fund Workers' Compensation Revolving Fund Unemployment Insurance Fund Fund Description To account for the collection and disbursements of resources relative to payroll expenditures. A separate bank account is maintained specifically for payroll purposes. To account for the financing of materials and supplies provided to various departments of the City. To account for resources earmarked for future repairs and maintenance on vehicles and equipment. To account for activities relative to the City's workers' compensation self-insurance program. To account for activities relative to the City's unemployment compensation insurance program. Vision Insurance Fund To account for activities relative to the City's vision insurance program. Stores Revolving Fund Vehicle Maintenance Fund Page 131 City of Oroville Combining Statement of Net Position Internal Service Funds June 30, 2014 Stores Revolving Fund Vehicle Maintenance Fund Workers' Compensation Unemployment Revolving Insurance Fund Fund 45,153 45,153 $ 63,851 6,127 $ 69,978 $ 42,880 42,880 $ $ 418 418 $ 3,154 15,484 40,527 59,165 $ $ 45,153 45,153 $ $ - $ 69,560 $ 69,560 $ $ Payroll Revolving Fund ASSETS Current assets: Cash and investments Accounts receivable Inventory Total assets LIABILITIES Current liabilities: Accounts payable Payroll related liabilities Other payables and accruals Due to other funds Claims payable Total liabilities NET POSITION Unrestricted Total net position $ $ $ $ $ $ 606,169 606,169 $ $ $ 22,873 306,087 328,960 (16,285) $ (16,285) $ 277,209 277,209 Page 132 $ Vision Insurance Fund 87,790 87,790 $ $ $ 8,025 8,025 $ $ 79,765 79,765 $ Total Governmental Activities Internal Service Funds 113,606 113,606 $ $ $ 1,122 1,122 $ 35,174 60,637 418 40,527 306,087 442,843 $ $ 112,484 112,484 $ $ 522,733 522,733 $ $ 916,569 49,007 965,576 City of Oroville Combining Statement of Revenues, Expenses and Changes in Fund Net Position Internal Service Funds For the Year Ended June 30, 2014 Payroll Revolving Fund OPERATING REVENUES Charges for services Reimbursements Total operating revenues $ OPERATING EXPENSES Salaries and benefits Supplies Other services and charges Claims Total operating expenses - Stores Revolving Fund $ 33,973 33,973 Vehicle Maintenance Fund $ 433,036 433,036 Workers' Compensation Revolving Fund Unemployment Insurance Fund $ $ 323,437 323,437 29,888 29,888 Total Governmental Activities Internal Service Funds Vision Insurance Fund $ 39,293 39,293 $ 859,627 859,627 - 14,568 15,020 29,588 153,001 280,911 18,132 452,044 226 424,242 424,468 226 26,720 26,946 226 23,048 23,274 153,001 295,479 33,830 474,010 956,320 - 4,385 (19,008) (101,031) 2,942 16,019 (96,693) NONOPERATING REVENUES(EXPENSES) Investment earnings Total nonoperating revenues(expenses) - - - 1,111 1,111 136 136 126 126 Income (loss) before operating transfers - 4,385 (19,008) (99,920) 3,078 16,145 (95,320) Transfers out - - - - - (35,001) (35,001) Change in net position - 4,385 (19,008) (99,920) 3,078 (18,856) (130,321) Total net position - beginning Prior period adjustments - 66,010 (835) 2,723 - 308,721 68,408 76,687 - 131,340 - 585,481 67,573 Operating income (loss) Total net position - beginning, as adjusted Total net position - ending $ - $ 65,175 69,560 $ Page 133 2,723 (16,285) $ 377,129 277,209 $ 76,687 79,765 $ 131,340 112,484 1,373 1,373 $ 653,054 522,733 City of Oroville Combining Statement of Cash Flows Proprietary Funds For the Year Ended June 30, 2014 Payroll Revolving Fund Cash flows from operating activities: Receipts from interfund services provided Payments to suppliers Payments to employees Net cash provided (used) by operating activities $ 24,532 24,532 Stores Revolving Fund $ 33,973 (30,950) 3,023 Vehicle Maintenance Fund Workers' Compensation Unemployment Revolving Insurance Fund Fund $ $ 433,643 (288,291) (152,477) (7,125) 391,845 (470,113) (78,268) Cash flows from noncapital financing activities: Interfund transactions Net cash provided (used) by noncapital financing activities - - - - Cash flows from investing activities: Investment income Net cash provided (used) by investing activities - - - 1,111 1,111 Net increase (decrease) in cash and cash equivalents Cash and cash equivalents - beginning Cash and cash equivalents - ending $ 24,532 20,621 45,153 $ 3,023 60,828 63,851 $ (7,125) 7,125 - $ - $ 4,385 $ (19,008) Reconciliation of operating income to net cash provided (used) by operating activities: Operating income (loss) Adjustments to reconcile operating income (loss) to net cash provided (used) by operating activities: Prior period adjustments Change in operating assets and liabilities: Accounts receivables Inventory Accounts payable Payroll related liabilities Other payables and accruals Interfund receivables and payables Claims payable Net cash provided (used) by operating activities - $ 24,532 24,532 (835) - $ (1) (526) 3,023 Page 134 $ $ (77,157) 683,326 606,169 $ (101,031) $ 29,888 (18,921) 10,967 Vision Insurance Fund $ - $ $ 2,942 39,293 (23,943) 15,350 $ (35,001) (35,001) 136 136 11,103 76,687 87,790 Total Governmental Activities Internal Service Funds 953,174 (832,218) (152,477) (31,521) (35,001) (35,001) 126 126 1,373 1,373 $ (19,525) 133,131 113,606 $ (65,149) 981,718 916,569 $ 16,019 $ (96,693) - 68,408 - - 67,573 607 (29,775) 524 40,527 (7,125) 22,763 (68,408) (78,268) 8,025 10,967 (669) 15,350 607 (1) (182) 25,056 40,527 (68,408) (31,521) $ $ $ $ AGENCY FUNDS Fund Title Feather River Bluffs Funds Special Deposit Trust Funds Honor Grove Funds Fund Description To account for the activities of the Feather River Bluffs assessment bonds. To account for the collection and payment of various deposits including performance bonds, fire hydrant deposits, and sewer connection deposits collected for other agencies. To account for contributions made towards the Honor Grove. Page 135 City of Oroville Combining Balance Sheet Agency Funds June 30, 2014 Feather River Bluffs Funds ASSETS Current assets: Cash and investments Receivables: Accounts Total assets LIABILITIES Current liabilities: Accounts payable Deposits payable Due to other agencies Total liabilities Special Deposit Trust Funds Honor Grove Funds Total Agency Funds $ 18,240 $ 478,238 $ 194 $ 496,672 $ 18,240 19 $ 478,257 $ 194 19 $ 496,691 18,240 18,240 $ $ 194 194 $ $ $ Page 136 11,704 279,035 187,518 $ 478,257 $ 11,704 279,035 205,952 $ 496,691 City of Oroville Combining Statement of Changes in Assets and Liabilities Agency Funds For the Year Ended June 30, 2014 Balance July 01, 2013 $ $ 18,210 18,210 $ 30 30 $ $ - $ $ 18,240 18,240 LIABILITIES Current liabilities: Due to other agencies Total liabilities $ $ 18,210 18,210 $ $ 30 30 $ $ - $ $ 18,240 18,240 Special Deposit Trust Fund ASSETS Cash and investments Receivables: Taxes Accounts Total assets LIABILITIES Current liabilities: Accounts payable Deposits payable Due to other agencies Total liabilities Additions Balance July 01, 2013 $ 466,685 $ 24,421 13,295 504,401 $ $ 33,472 269,020 201,909 504,401 Additions $ $ $ $ Balance July 01, 2013 Deductions Balance June 30, 2014 Feather River Bluffs Fund ASSETS Cash and investments Total assets Deductions 54,269 42,716 - 24,421 13,295 80,432 19 54,288 6,557 10,015 16,572 $ $ 28,325 14,391 42,716 478,238 - $ $ $ 19 478,257 11,704 279,035 187,518 478,257 Balance June 30, 2014 $ $ 194 194 $ $ - $ $ - $ $ 194 194 LIABILITIES Current liabilities: Due to other agencies Total liabilities $ $ 194 194 $ $ - $ $ - $ $ 194 194 LIABILITIES Current liabilities: Accounts payable Deposits payable Due to other agencies Total liabilities Balance July 01, 2013 $ 485,089 $ 24,421 13,295 522,805 $ $ 33,472 269,020 220,313 522,805 Page 137 Additions $ 54,299 Deductions $ Honor Grove Fund ASSETS Cash and investments Total assets Totals ASSETS Cash and investments Receivables: Taxes Accounts Total assets Additions $ Balance June 30, 2014 Deductions $ 42,716 $ 24,421 13,295 80,432 $ $ $ 19 54,318 6,557 10,015 30 16,602 $ $ 28,325 14,391 42,716 Balance June 30, 2014 $ 496,672 - $ $ $ 19 496,691 11,704 279,035 205,952 496,691 This Page Intentionally Left Blank Page 138 STATISTICAL SECTION Page 139 This page is intentionally blank Page 140 This part of the City of Oroville'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 government's overall financial health. Financial Trends These schedules contain trend information to help the reader understand how the City's financial performance and well being have changed over time. Revenue Capacity These schedules contain information to help the reader assess the City’s most significant local revenue source; property taxes. Debt Capacity These schedules present information to help the reader assess the affordability of the City's current levels of outstanding debt and the government's ability to issue additional debt in the future. Demographic and Economic Information These schedules offer demographic and economic indicators to help the reader understand the environment within which the City's financial activities take place. Operating Information These schedules contain service and infrastructure data to help the reader understand how the information in the government's financial report relates to the services the City provides and the activities it performs. Page 141 Table 1 City of Oroville Net Position by Component Last Ten Fiscal Years (accrual basis of accounting) Governmental activities: Net invetment in capital assets Restricted Unrestricted Total Governmental Activities Net Position 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 $ 19,602,707 2,117,771 10,016,196 $ 31,736,674 $ 9,496,652 4,327,621 21,453,033 $ 35,277,306 $ 9,433,101 6,785,954 22,413,007 $ 38,632,062 $ 9,049,646 4,423,121 29,717,622 $ 43,190,389 $ 11,512,305 4,063,999 30,612,745 $ 46,189,049 $ 15,022,573 5,495,347 24,688,683 $ 45,206,603 $ 15,379,291 5,841,478 27,582,885 $ 48,803,654 $ 13,110,503 34,614,096 8,150,810 $ 55,875,409 $ 13,015,066 32,687,196 8,372,009 $ 54,074,271 $ 13,298,388 33,876,457 7,618,914 $ 54,793,759 $ $ $ $ $ $ $ $ $ $ Business-type activities: Net investment in capital assets Restricted Unrestricted Total Business-Type Activities Net Posiiton $ Primary government: Net invetment in capital assets Restricted Unrestricted Total Primary Government Net Position $ 19,602,707 2,117,771 10,100,363 $ 31,820,841 84,167 84,167 $ 444,930 444,930 $ 9,496,652 4,327,621 21,897,963 $ 35,722,236 $ 739,232 739,232 $ 9,433,101 6,785,954 23,152,239 $ 39,371,294 $ 868,639 868,639 $ 9,049,646 4,423,121 30,586,261 $ 44,059,028 Page 142 $ 805,669 805,669 $ 11,512,305 4,063,999 31,418,414 $ 46,994,718 $ 701,394 701,394 $ 15,022,573 5,495,347 25,390,077 $ 45,907,997 $ 639,487 639,487 $ 15,379,291 5,841,478 28,222,372 $ 49,443,141 $ 329,224 329,224 $ 13,110,503 34,614,096 8,480,034 $ 56,204,633 $ 236,064 236,064 $ 13,015,066 32,687,196 8,608,073 $ 54,310,335 $ 422,283 422,283 $ 13,298,388 33,876,457 8,041,197 $ 55,216,042 Table 2 City of Oroville Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) 2005 Expenses Governmental Activities: General Government Public Safety Public Works Streets and Storm Drains Transportation Parks and Leisure Health and Sanitation Housing and Community Development Interest and Fiscal Charges Total Governmental Activities Expenses Business-Type Activities: Local Transportation Total Business-Type Activities Expenses Total Primary Government Expenses Program Revenues Governmental Activities: Charges For Services: General Government Public Safety Public Works Streets and Storm Drains Transportation Parks and Leisure Health and Sanitation Housing and Community Development Operating Grants and Contributions Capital Grants and Contributions Total Governmental Activities Program Revenues Business-Type Activities: Charges For Services: Local Transportation Operating Grants and Contributions Capital Grants and Contributions Total Business-Type Activities Program Revenues Total Primary Government Program Revenues Net Expense/(Revenue) Governmental activities Business-Type activities Total Primary Government Net Expense $ 2,059,019 5,573,955 1,271,814 684,273 194,411 1,016,945 1,064,965 4,966,380 1,569,160 18,400,922 2006 $ 1,955,466 6,039,555 1,264,877 794,733 360,690 973,716 1,120,658 7,604,125 2,020,781 22,134,601 2007 $ 2,250,497 6,588,449 1,454,510 1,172,901 455,305 1,038,579 1,287,714 8,556,595 1,751,264 24,555,814 2008 $ 2,333,025 6,789,797 1,596,817 1,707,890 608,313 1,064,824 1,356,115 7,375,036 1,932,990 24,764,807 2009 $ 3,254,442 7,010,748 1,586,656 949,237 509,462 927,792 1,360,243 5,722,327 1,779,150 23,100,057 2010 $ 2,540,032 7,139,146 1,390,260 825,763 503,689 1,230,892 1,344,401 4,843,176 1,680,975 21,498,334 2011 $ 2,172,282 7,168,100 1,358,012 835,234 553,893 1,542,029 1,646,946 5,386,551 1,637,390 22,300,437 2012 $ 2,408,143 7,919,128 1,252,132 1,009,836 691,645 2,731,128 1,686,298 9,734,800 1,884,524 29,317,634 2013 $ 2,503,161 7,823,664 1,419,806 819,108 735,007 1,435,575 1,716,356 6,109,168 1,518,758 24,080,603 2014 $ 2,571,905 7,776,039 1,266,059 638,448 1,226,718 592,427 1,493,462 3,512,865 1,965,879 21,043,802 368,189 368,189 18,769,111 450,989 450,989 22,585,590 376,907 376,907 24,932,721 429,477 429,477 25,194,284 485,875 485,875 23,585,932 294,466 294,466 21,792,800 350,471 350,471 22,650,908 505,722 505,722 29,823,356 519,619 519,619 24,600,222 488,493 488,493 21,532,295 626,967 544,773 75,777 253,481 216,123 175,143 1,403,067 2,879,717 1,089,440 1,074,987 8,339,475 474,839 524,241 203,488 897,961 317,589 110,888 1,511,202 5,486,346 3,176,966 192,709 12,896,229 516,860 588,707 518,926 515,088 475,224 121,011 1,683,329 3,939,222 3,900,722 1,995,122 14,254,211 1,045,071 529,571 418,601 503,593 556,697 190,298 1,804,262 3,223,725 3,744,832 3,345,417 15,362,067 777,362 456,466 176,576 148,727 460,937 713,658 1,728,044 1,976,395 3,562,981 1,809,680 11,810,826 625,720 113,641 206,077 50,272 560,095 16,998 1,808,105 1,040,798 2,507,962 2,130,596 9,060,264 360,093 246,808 251,008 83,120 523,175 50,880 2,136,522 2,945,493 5,187,330 755,728 12,540,157 456,382 200,056 441,321 96,294 497,683 126,649 2,359,307 1,762,107 7,049,895 934,239 13,923,933 652,142 346,903 321,388 195,273 506,070 65,633 2,474,544 2,983,632 4,899,372 343,628 12,788,585 1,044,339 586,558 90,817 168,645 126,747 292,342 2,759,432 1,346,634 2,963,505 1,280,775 10,659,794 18,386 334,796 353,182 8,692,657 18,011 504,195 522,206 13,418,435 17,989 627,198 645,187 14,899,398 6,975 520,174 527,149 15,889,216 5,051 401,230 406,281 12,217,107 6,121 540,043 546,164 9,606,428 6,991 460,262 467,253 13,007,410 10,207 475,194 485,401 14,409,334 11,206 505,692 516,898 13,305,483 8,328 575,078 583,406 11,243,200 11,289,231 79,594 11,368,825 12,438,070 (251,698) 12,186,372 15,393,701 20,321 15,414,022 11,292,018 10,384,008 2,721 (94,913) 11,294,739 10,289,095 Page 1 of 2 (continued) 10,061,447 15,007 10,076,454 9,238,372 (71,217) 9,167,155 10,301,603 (268,280) 10,033,323 9,402,740 (97,672) 9,305,068 Page 143 9,760,280 (116,782) 9,643,498 Table 2 City of Oroville Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) 2005 General Revenues and Other Changes In Net Position Governmental Activities: Taxes: Property Taxes Sales and Use Taxes Sales and Use Taxes In-Lieu Transient Occupancy Tax Utility Users Tax Franchise Tax Other Taxes Investment Earnings Unrestricted Grants and Contributions Other Revenues Transfers Total Governmental Activities Business-Type Activities: Investment Earnings Transfers Total Business-Type Activities Total Primary Government Extraordinary Item Change In Net Position Governmental activities Business-Type activities Total Primary Government $ 2006 2007 2008 2009 2010 2011 2012 2013 2014 4,660,741 3,018,263 352,354 1,197,309 311,702 52,301 2,607,477 849,374 - 13,049,521 5,352,094 2,765,394 1,791,244 336,453 1,328,099 302,601 91,389 219,413 504,741 - 12,691,428 6,020,342 2,737,202 2,161,518 323,713 1,384,802 411,410 82,967 302,126 232,279 - 13,656,359 6,809,199 2,735,269 2,070,355 320,145 1,432,010 395,561 55,679 285,453 361,927 - 14,465,598 6,883,060 2,734,674 2,109,251 320,008 1,462,014 488,888 23,053 177,202 89,741 - 14,287,891 6,474,547 2,292,835 2,181,518 334,870 1,490,161 453,175 36,545 138,643 79,779 361,076 13,843,149 6,404,500 2,556,200 1,935,673 346,716 1,529,221 442,870 28,101 146,561 277,000 182,038 13,848,880 4,331,329 2,698,234 1,892,404 363,530 1,553,442 422,213 26,733 74,472 291,369 11,653,726 1,962,107 2,756,313 2,194,730 421,261 1,577,706 439,968 32,558 15,237 91,000 9,490,880 1,605,675 3,045,776 2,053,454 426,190 1,594,686 513,879 326,716 296,696 738,796 434,055 11,035,923 7,415 - 7,415 13,056,936 12,513 - 12,513 12,703,941 26,022 - 26,022 13,682,381 31,735 - 31,735 14,497,333 16,624 - 16,624 14,304,515 5,103 (361,076) (355,973) 13,487,176 3,349 (182,038) (178,689) 13,670,191 1,427 (291,369) (289,942) 11,363,784 561 (91,000) (90,439) 9,400,441 307 91,000 91,307 11,127,230 - - - - - (2,387,525) (491,549) 3,453,056 83,730 3,536,786 3,354,756 294,302 3,649,058 5,062,858 129,407 5,192,265 2,988,074 (7,592) 2,980,482 $ $ $ Page 144 $ 2,998,660 (62,970) 2,935,690 $ (982,446) (104,275) (1,086,721) $ 3,597,051 (61,907) 3,535,144 $ 11,509,606 7,769,631 (310,263) 7,459,368 $ - - (1,801,138) 651,915 (93,160) 186,220 (1,894,298) $ 838,135 Page 2 of 2 (concluded) Table 3 City of Oroville Fund Balances of Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) 2005 2006 2007 2008 2009 General Fund: Nonspendable Restricted Committed Assigned Unassigned $ 1,859,197 1,797,917 $ 3,657,114 Reserved Unreserved Total General Fund $ 2,090,721 2,092,987 $ 4,183,708 $ 2,336,720 2,286,506 $ 4,623,226 $ 2,003,949 2,785,687 $ 4,789,636 $ 2,018,270 2,860,538 $ 4,878,808 All Other Governmental Funds: Nonspendable Restricted Committed Assigned (2) Unassigned Reserved Unreserved, Reported In: Special Revenue Funds Debt Service Funds Capital Projects Funds Total All Other Governmental Funds 1 2 2010(1) 2011 $ 1,826,619 23,455 951,059 562,822 1,247,468 $ 1,824,021 23,455 924,828 473,976 2,202,839 $ $ 4,611,423 $ 5,449,119 $ 4,000,858 2012 30,837 23,455 800,000 291,753 2,854,813 2013 $ 32,595 23,455 1,107,229 1,872,963 978,552 $ 4,014,794 2014 $ 32,594 1,188,859 20,463 1,607,181 $ 2,849,097 $ 24,984,681 $ 24,208,218 $ 24,244,936 $ 23,421,982 $ 22,468,166 10,728,656 12,031,355 9,504,531 9,717,713 11,418,955 1,611,294 1,885,323 5,702,469 4,729,430 4,034,540 10,267,952 11,290,586 2,076,673 2,192,962 3,398,319 (21,597,756) (20,363,240) (299,117) (283,252) (405,880) $ 32,480,719 $ 36,477,244 $ 37,366,342 $ 34,614,264 $ 34,645,371 (13,411,583) (15,048,282) (14,273,994) (12,707,204) (11,045,637) 492,162 666,414 790,851 331,666 473,059 8,390,602 7,021,812 6,865,904 6,427,663 5,473,637 $ 27,951,900 $ 29,117,188 $ 30,749,103 $ 28,666,389 $ 29,546,430 $ 25,994,827 $ 29,052,242 City adopted GASB Statement No. 54 in 2010. Prior year amounts have not beeen restated. The Oroville Redevelopment Agency (RDA) was dissolved on February 1, 2012. Residual assets and liabilities of the RDA were transferred to a private-purpose trust fund. Page 145 $ 41,229,492 $ 39,778,835 $ 40,914,100 Table 4 City of Oroville Changes in Fund Balances of Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 $ 9,592,670 496,876 617,506 65,102 2,959,726 3,943,311 1,680,247 3,299,714 22,655,152 $11,967,574 200,246 461,411 72,607 5,054,138 3,964,804 1,924,401 3,235,400 26,880,581 $13,121,954 177,149 670,988 91,652 3,754,779 6,334,566 2,225,183 2,869,356 29,245,627 $13,818,218 902,469 81,311 3,407,932 7,473,793 2,150,264 3,254,837 31,088,824 $14,020,948 305,279 80,813 2,616,158 5,218,287 1,825,401 3,396,845 27,463,731 $13,263,651 273,071 105,202 2,145,611 4,437,887 2,048,720 1,819,075 24,093,217 $13,140,625 330,726 54,793 2,232,010 6,074,278 2,376,190 4,072,668 28,281,290 $11,326,272 548,712 82,220 1,777,177 8,209,369 2,716,441 1,826,304 26,486,495 $ 9,383,000 521,567 79,213 1,692,788 5,235,906 2,806,747 2,617,448 22,336,669 $ 9,632,290 558,078 85,734 1,585,439 5,045,540 3,235,033 1,642,183 21,784,297 1,963,497 5,402,885 250,969 695,956 872,758 112,766 1,072,167 4,871,635 3,423,900 1,962,238 5,980,420 251,611 813,115 832,592 270,892 1,135,167 6,493,459 3,522,838 2,188,558 6,566,957 358,093 988,692 915,284 366,683 1,238,363 8,545,882 3,029,727 2,277,407 6,941,375 392,907 998,588 984,536 525,557 1,383,795 5,410,572 7,240,127 2,574,182 7,125,145 448,931 978,716 1,103,583 425,549 1,364,720 4,941,616 4,467,125 2,485,526 6,921,467 183,024 835,452 1,067,041 420,940 1,349,585 4,800,823 4,279,952 2,130,720 6,708,238 252,524 822,465 1,334,756 465,155 1,638,361 5,349,352 1,661,626 2,277,003 7,453,132 337,704 982,306 1,288,537 548,814 1,621,346 9,284,869 2,918,624 2,399,355 7,412,037 361,507 808,367 1,006,295 586,053 1,635,955 6,105,756 1,171,490 2,456,728 7,279,920 240,738 625,486 803,675 439,095 1,395,029 4,870,805 1,575,787 1,000,000 2,752,469 321,250 22,740,252 714,162 3,286,531 25,263,025 568,333 2,899,632 7,066,747 120,659 34,853,610 3,541,299 3,257,164 32,953,327 863,369 2,991,700 27,284,636 993,160 2,938,448 26,275,418 1,052,407 2,875,124 24,290,728 1,112,124 2,197,927 30,022,386 1,130,295 1,510,953 24,128,063 1,154,200 1,442,330 22,283,793 1,617,556 (5,607,983) (1,864,503) (2,182,201) 3,990,562 (3,535,891) (1,791,394) (499,496) 10,157,834 (10,170,784) (12,950) 9,911,653 (9,671,144) 7,260,000 (72,594) 251,501 7,679,416 9,888,613 (9,605,230) 169,347 452,730 8,378,876 (8,135,117) 145,903 389,662 8,449,394 (7,602,444) 846,950 6,884,402 (6,493,717) 264,177 654,862 6,371,795 (6,017,122) 354,673 6,899,195 (6,430,139) 469,056 (2,387,525) (491,549) Revenues Taxes Special Assessments Licenses and Permits Fines and Forfeitures Interest, Rents, and Concessions Intergovernmental Revenues Current Service Charges Other Revenues Total Revenues Expenditures General Government Public Safety Public Works Streets and Storm Drains Parks and Leisure Transportation Health and Sanitation Housing and Community Development Capital Outlay Debt Service: Principal Retirement Interest and Fiscal Charges Payoff Unfunded Pension Expense Other Charges Total Expenditures Excess of Revenues Over(Under) Expenditures (85,100) 1 179,095 Other Financing Sources(Uses) Transfers In Transfers Out Bonds Issued Premium on Bonds Issued Discount on Bonds Issued Payment to Bond Refunding Escrow Agent Other Long-Term Debt Proceeds Total Other Financing Sources(Uses) Extraordinary Item Net Change In Fund Balances Debt Service as Percentage of Noncapital Expenditures 18,318,484 (18,106,854) 10,625,000 499 (51,806) (5,135,514) 5,649,809 - - - $ 5,564,709 $ 1,604,606 $ 2,071,433 21.0% 1 17.5% 33.3% $ (1,411,773) $ 23.9% 8,902,959 (8,402,761) 289,920 790,118 969,213 16.4% $ (4,180,064) $ 4,345,963 17.9% 17.4% 13,129,166 $10,248,137 12.2% The City issued pension obligation bonds to payoff the unfunded pension liablity in fiscal year 2007. Page 146 $ (1,436,721) $ 11.5% (30,440) 12.5% Table 5 City of Oroville Assessed Value and Estimated Actual Value of Taxable Property Last Ten Fiscal Years (in thousands of dollars) Oroville Redevelopment 1 City of Orovile Fiscal Year Secured 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 $ 1 41,738 44,622 48,552 72,327 112,723 102,855 98,830 100,962 88,825 109,763 Unsecured $ 1,276 985 3,037 1,260 1,681 1,471 1,268 8,723 1,164 946 Taxable Assessed Value Utility $ 398 373 1,804 21 21 21 24 24 24 24 $ 43,412 45,980 53,393 73,608 114,425 104,347 100,122 109,709 90,013 110,733 Secured $ 581,061 652,036 751,208 854,448 885,613 872,554 826,992 794,741 - Unsecured $ 94,548 102,325 107,491 111,609 119,496 118,233 123,073 125,740 - Taxable Assessed Value Utility $ 3,834 3,620 1,706 955 955 955 1,176 1,176 - $ Amounts prior to fiscal year 2013 include assessed valuations of the former Oroville Redevelopment Agency which was dissolved effective February 1, 2012. Note: In 1978 the voters of the State of California passed Proposition 13 which limited property taxes to a total maximum rate of 1% based upon the assessed value of the property being taxed. Each year, the assessed value of property may be increased by an "inflation factor" (limited to a maximum of 2%). With few exceptions, property is only reassessed at the time it is sold to a new owner. At that point, the assessed value is reassessed at the purchase price of the property sold. The assessed valuation data shown above represents the only data available with respect to the actual market value of taxable property and is subject to the limitations described above. Source: Butte County Auditor/Controller's Office Department of Finance, City of Oroville Page 147 679,443 757,981 860,405 967,012 1,006,064 991,742 951,241 921,657 - Total Direct Tax Rate 1.000% 1.000% 1.000% 1.000% 1.000% 1.000% 1.000% 1.000% 1.000% 1.000% Table 6 City of Oroville Direct and Overlapping Property Tax Rates Last Ten Fiscal Years (Rate per $100 of assessed valuation) 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 $ 1.000000 Total City Direct Rate 1.000000 1.000000 1.000000 1.000000 1.000000 1.000000 1.000000 1.000000 1.000000 1.000000 Overlapping Rates: Butte College Oroville Elementary School Oroville High School District 0.016003 0.025149 0.017321 0.020880 0.019335 0.016897 0.020880 0.018679 0.017241 0.020880 0.017190 0.014688 0.020880 0.017366 0.015008 0.020880 0.018963 0.035438 0.020880 0.018664 0.036745 0.020880 0.020156 0.035660 0.020880 0.021866 0.041104 0.020880 0.017850 0.032699 $ 1.058473 $ 1.057112 $ 1.056800 $ 1.052758 $ 1.053254 $ 1.075281 $ 1.076289 $ 1.076696 $ 1.083850 $ 1.071429 City Direct Rates: City of Oroville Note: In 1978 the voters of the State of California passed Proposition 13 which limited property tax rate to a 1.00% fixed amount. This 1.00% is shared by all taxing agencies for which the subject property resides within. In addition to the 1.00% fixed amount, property owners are charged taxes as a percentage of assessed property values for the payment of various school district bonds. Source: Butte County Auditor/Controller's Office Department of Finance, City of Oroville Page 148 Table 7 City of Oroville Principal Property Tax Payers Current Year and Nine Years Ago (amounts expressed in thousands) 2014 Taxable Assessed Valuation Taxpayer Pacific Coast Producers Oroville Plaza EI LLC Roplast Industries, Inc Oroville Medical Complex Home Depot USA Sierra Pacific Industries Currier Square Spe LLC California AVIV LLC Pacific Oroville Power Pacifica Concordia Ammunition Accessories Wal Mart Stores Inc. HP-Oroville LLC Totals $ $ 30,265 11,656 11,237 10,833 8,830 8,353 7,934 7,700 7,404 7,370 - Rank 1 2 3 4 5 6 7 8 9 10 111,582 2005 Percentage of Total Assessed Valuation Taxable Assessed Valuation 2.93% 1.13% 1.09% 1.05% 0.86% 0.81% 0.77% 0.75% 0.72% 0.71% - $ 10.82% $ 21,951 7,620 13,318 8,897 10,541 11,256 7,792 6,087 5,936 5,776 99,174 Note: Amounts shown above include assessed value data for both the City of Oroville and the Oroville Redevelopment Agency Source: Butte County Auditor/Controller's Office Department of Finance, City of Oroville Page 149 Rank Percentage of Total Assessed Valuation 1 7 2 5 7.98% 2.77% 4.84% 3.24% 4 3 3.83% 4.09% 6 2.83% 8 9 10 2.21% 2.16% 2.10% 36.07% Table 8 City of Oroville Property Tax Levies and Collections Last Ten Fiscal Years Collected Within the Taxes Levied for the Fiscal Year Fiscal Year 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 6,227,986 6,966,579 7,997,605 9,656,457 9,372,575 9,123,272 10,513,628 10,313,662 537,585 1,732,878 1 Fiscal Year of Levy Percent of Amount Levy 1 5,465,571 6,041,818 6,770,078 7,877,182 8,322,389 8,188,656 8,009,844 5,766,144 459,215 1,424,772 87.76% 86.73% 84.65% 81.57% 88.80% 89.76% 76.19% 55.91% 85.42% 82.22% Collections in Subsequent Years Total Collections to Date As Percent Amount Of Tax Levy 130,107 194,134 211,439 261,551 235,442 118,319 83,850 95,641 82,652 59,958 Amounts prior to fiscal year 2013 include property tax levies and collection fo the former Oroville RDA. Source: Department of Finance, City of Oroville Page 150 5,595,678 6,235,952 6,981,517 8,138,733 8,557,831 8,306,975 8,093,694 5,861,785 541,867 1,484,730 89.85% 89.51% 87.30% 84.28% 91.31% 91.05% 76.98% 56.84% 100.80% 85.68% Table 9 City of Oroville Ratios of Outstanding Debt by Type Last Ten Fiscal Years Governmental Activities OPFA Fiscal Year Revenue Bonds 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 1,600,000 1,500,000 1,460,000 - 1 Tax Allocation Bonds 28,171,328 27,727,828 27,254,329 26,715,828 26,102,328 25,408,829 24,690,328 24,135,284 23,344,652 22,435,000 2 Pension Obligation Bonds Limited Obligation Bonds USDA Loan 7,188,458 7,107,667 6,951,875 6,766,145 6,550,415 6,304,686 6,018,956 5,745,000 1,600,000 1,440,838 1,397,505 - 289,920 419,523 402,623 649,100 630,700 611,500 3 Capital Leases 251,501 372,054 293,685 211,825 126,319 36,895 - Total Governmental Activities 31,371,328 30,668,666 37,551,793 34,195,549 33,637,808 32,806,322 31,769,685 31,125,965 29,994,308 28,791,500 Total Primary Government Percentage of Personal Income Debt Per Capita 31,371,328 30,668,666 37,551,793 34,195,549 33,637,808 32,806,322 31,769,685 31,125,965 29,994,308 28,791,500 9.27% 8.91% 10.00% 10.75% 10.42% 9.78% 8.92% 8.72% 8.35% 7.55% 2,351 2,294 2,781 2,360 2,298 2,234 2,044 1,914 1,927 1,793 1 The Oroville Public Financing Authority (OPFA) is a joint powers authority created by the City of Oroville and the Oroville Redevelopment Agency. The Oroville City Council acts as the governing body of the OPFA and is treated as a blended component unit of the City of Oroville. 2 The OPFA issued $10,625,000 of new tax allocation bonds in fiscal year 2005. 3 The City issued $7,260,000 in pension obligation bonds in fiscal year 2007 Note: The "Percentage of Personal Income" and "Debt Per Capita" ratios are calculated using personal income and population for the prior calendar year. Source: State Department of Finance Bureau of Economic Analysis Department of Finance, City of Oroville Page 151 Table 10 City of Oroville Ratios of General Bonded Debt Outstanding Last Ten Fiscal Years Governmental Activities OPFA Fiscal Revenue Tax Allocation Year Bonds Bonds 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 1,600,000 1,500,000 1,460,000 - Pension Obligation Bonds 28,171,328 27,727,828 27,254,329 26,715,828 26,102,328 25,408,829 24,690,328 24,135,284 23,344,652 22,435,000 Less: Restricted Resources Available2 7,188,458 7,107,667 6,951,875 6,766,145 6,550,415 6,304,686 6,018,956 5,745,000 3,983,180 5,103,108 4,809,247 1,982,647 1,984,533 1,984,163 1,983,196 1,950,921 1,950,948 1,950,948 Total 25,788,148 24,124,720 31,093,540 31,840,848 31,069,670 30,190,811 29,257,547 28,489,049 27,412,660 26,229,052 Percentage of Assessed Value1 59.40% 52.47% 58.24% 43.26% 27.15% 28.93% 29.22% 25.97% 30.45% 23.69% 1 Assessed value has been used because the actual value of taxable property is not readily available in the State of California. 2 Restricted resources only include restricted cash with fiscal agent amount. Restricted loans receivable due from the Oroville Successor Agency have been excluded as amounts are not available for current debt payments. Note: Source: General bonded debt is debt payable with governmental fund resources and general obligation bonds recorded in enterprise funds (of which, the City has none). Department of Finance, City of Oroville Page 152 Per Capita 1,933 1,805 2,302 2,197 2,122 2,056 1,882 1,752 1,761 1,633 TABLE 11 City of Oroville Direct and Overlapping Debt June 30, 2014 City of Oroville Assessed Valuation $ 3.006% 6.292% 6.116% Estimated Share of Overlapping Debt Outstanding Debt June 30, 2014 Percentage Applicable1 Overlapping Debt Repaid With Property Taxes: Oroville Unified Elementary District General Obligation Bonds Oroville Unified High School District General Obligation Bonds Butte Community College District Total Overlapping Debt Repaid With Property Taxes 110,733,000 $ 5,460,510 17,851,385 28,380,874 51,692,769 $ 164,143 1,123,209 1,735,774 3,023,126 Overlapping Other Debt: Total Other Overlapping Debt Total Overlapping Debt $ - - 51,692,769 3,023,126 Direct Debt 28,791,500 Total Direct And Overlapping Debt 1 $ 31,814,626 For debt repaid with property taxes, the percentage of overlapping debt applicable is estimated using taxable assessed property values. Applicable percentages were estimated by determining the portion of another governmental unit's taxable assessed value that is within the city's boundaries and dividing it by each unit's total taxable assessed value. Overlapping governments are those that coincide, at least in part, with the geographic boundaries of the City. This schedule estimates the portion of the outstanding debt of those overlapping governments that is borne by the residents and businesses of the City. 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 repaying the debt, of each overlapping government. Source: Butte County Auditor/Controller's Office Department of Finance, City of Oroville Page 153 Table 12 City of Oroville Legal Debt Margin Information Last Ten Fiscal Years Assessed Valuation 1 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 $ 734,588,128 $ 815,869,239 $ 1,028,203,577 $ 1,135,257,495 $ 1,121,443,000 $ 1,096,089,000 $ 1,051,363,000 $ 1,030,366,000 $ 1,011,670,000 $ 1,032,390,000 Conversion percentage 25% Adjusted assessed valuation $ 183,647,032 Charter debt limit percentage 25% $ 203,967,310 3.75% Debt limit $ Total net debt applicable to limit: General obligation debt 27,547,055 $ Total debt applicable to the limit as a percentage of debt limit 27,547,055 0.0% 1 $ 3.75% $ - Legal debt margin 25% 30,595,096 30,595,096 0.0% $ 3.75% $ $ 257,050,894 25% 38,557,634 31,117,675 19.3% $ 280,360,750 3.75% $ 7,439,959 $ 283,814,374 25% 42,572,156 35,092,435 $ 3.75% $ 7,479,721 $ 25% 42,054,113 34,518,633 17.6% 17.9% $ 3.75% $ 7,535,480 $ 274,022,250 25% 41,103,338 33,705,981 18.0% $ 3.75% $ 7,397,357 $ 262,840,750 25% 39,426,113 32,346,756 18.0% $ 3.75% $ 7,079,357 $ 257,591,500 25% 38,638,725 31,597,730 18.2% $ 37,937,625 $ 31,287,969 17.5% Source: Butte County Auditor-Controller's Office Department of Finance, City of Oroville Page 154 258,097,500 3.75% $ 6,649,656 Assessed valuations include amounts applicable to the former Oroville Redevelopment Agency which was dissolved effective February 1, 2012, but will continue to be included for the purpose of legal and debt margin calculations. The Government Code of the State of California provides for a legal debt limit of 15% of gross assessed valuation, but the City of Oroville's Charter provides for a debt limit of 3.75% of gross assessed valuation. However, California's provision was enacted when assessed valuation was based upon 25% of market value. Effective with the 1981-82 fiscal year, each parcel is now assessed at 100% of market value (as of the most recent change in ownership for that parcel). The computations shown above reflect a conversion of assessed valuation data for each fiscal year from the current full valuation perspective to the 25% level that was in effect at the time that the legal debt margin was enacted by the State of California for local governments located within the state. $ 3.75% 7,040,995 $ 252,917,500 25% 38,714,625 6,356,500 $ 32,358,125 16.4% Table 13 City of Oroville Pledge Revenue Coverage Last Ten Fiscal Years Tax Allocation Bonds Fiscal Year Tax Increment 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 4,208,624 4,912,480 5,423,867 6,294,291 6,323,564 6,289,041 5,970,083 3,020,646 1,417,241 1,991,739 Note: Source: Debt Service Principal 2 470,000 485,000 485,000 2,010,000 625,000 705,000 730,000 755,000 785,000 815,000 Interest 1 Coverage 1,061,634 1,048,779 1,270,630 1,164,200 1,239,680 1,218,249 1,192,881 1,165,310 1,135,781 1,081,634 1 Two bond issues totaling $1,460,000 were paid in full in fiscal year 2008 2 Effective February 1, 2012, the Oroville Redevelopment Agency was dissolved and future increment payments will made to the Oroville Successor Agency for payment of "enforcable obligations" only. Debt service payments are considered an "enforceable obligation" of the Successor Agency. Details of the City's outstanding debt can be found in the notes to financial statements. Department of Finance, City of Oroville Page 155 2.75 3.20 3.09 1.98 3.39 3.27 3.10 1.57 0.74 1.05 Table 14 City of Oroville Demorgraphic and Ecomonic Statistics Last Ten Fiscal Years Personal Income Calendar Population Year 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 1 (in thousands) 13,369 13,468 13,505 14,490 14,369 14,687 15,546 16,260 15,566 16,061 Note: Source: 2 344,292 360,368 375,453 318,056 322,731 335,510 356,066 356,923 359,061 381,352 Per Capita Personal Income Unemployment Rate3 25,753 26,757 27,801 21,950 22,460 22,844 22,904 21,951 23,067 23,744 The "Per Capita Personal Income" is based on the 1994-2004 average annual growth rate of PCPI at 3.9%. 1 State Department of Finance 2 Bureau of Economic Statistics 3 State of California Employment Development Department (data shown is for Butte County) Page 156 9.3% 7.9% 8.7% 11.2% 17.4% 17.8% 19.1% 17.2% 14.1% 12.8% Table 15 City of Oroville Principal Employers Current Year and Nine Years Ago 2014 Employer Number of Employees 2005 Percent of Total Employment Percent of Total Employment Number of Employees County of Butte 2,395 28.18% 2,162 26.05% Oroville Medical Complex 1,292 15.20% 691 8.33% Pacific Coast Producers 1,181 13.89% 544 6.55% Wal Mart Stores, Inc. 297 3.49% 240 2.89% Graphic Packaging International 246 2.89% - 0.00% Ammunition Accessories 163 1.92% 113 1.36% Home Depot USA 120 1.41% - 0.00% Roplast Industries, Inc. 135 1.59% 102 1.23% City of Oroville 100 1.18% 107 1.29% Currier Square Spe LLC 98 1.15% 101 1.22% Marshalls 40 0.47% - 0.00% "Total Employment" as used above represents the total employment of all employers located within City limits. The "Nine Years Ago"; "Number of Employees" is based on the quotient percentage between 1997 and 2006 The estimate assumes constant change between known years. Source: Employment Development Department , Various Employers Page 157 Table 16 City of Oroville Full-Time and Part-Time City Employees by Function Last Ten Fiscal Years Function 2005 General Government Public Safety Public Works Community Development Parks and Trees Planning 2006 2007 2008 2009 2010 2011 2012 2013 2014 20 56 13 12 10 19 57 13 12 10 22 60 13 11 10 24 61 11 14 10 14 62 14 11 21 22 39 20 11 20 15 60 18 10 10 10 15 60 18 10 10 10 16 60 19 9 9 10 16 55 14 5 6 6 111 111 116 120 122 112 123 123 123 102 Source: Department of Finance, City of Oroville Page 158 Table 17 City of Oroville Operating Indicators by Function Last Ten Fiscal Years Function 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Police: Arrests Parking Citations Issued 2,831 355 2,439 283 2,496 302 2,444 225 2,131 275 1,833 277 1,742 288 2,489 409 2,747 250 3,182 346 Fire: Number of Emergency Calls Inspections 3,301 4,140 3,697 3,638 3,947 3,420 3,651 2,723 3,678 2,558 3,403 1,877 2,633 1,772 3,305 2,659 3,252 372 3,217 233 Public Works: Street Resurfacing (miles) 10 - 1 - - 4.5 - - - - Parks and Recreation: Number of Facility Rentals 281 332 110 133 129 148 179 225 223 231 9 114 14 125 10 125 156 111 17 167 16 165 10 116 62 103 11 156 62 149 Wastewater: 1 New Connections Average Daily Flows (thousands of gallons) 1 New wastewater connections are provided by the City, but administered by Sewerage Commission - Oroville Region. Source: City of Oroville Sewage Commission - Oroville Region Page 159 Table 18 City of Oroville Capital Asset Statistics Last Ten Fiscal Years Function 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Police: Stations 1 1 1 1 1 1 1 1 1 1 Fire: Fire Stations 1 1 1 1 1 1 1 1 1 1 124.25 1,229 18 131.59 1,234 18 132.63 1,256 18 132.88 1,375 17 92.60 1,375 7 92.60 1,375 7 92.60 1,377 7 92.60 1,391 7 92.60 1,409 7 96.00 1,409 7 6 3 6 3 6 3 6 3 7 3 7 3 7 3 7 3 7 3 7 3 73 73 114.19 73 73 124.65 73 73 124.65 73 73 111.28 66 31 166.79 66 31 165.49 66 31 166.21 66 31 105.00 66 31 106.00 66 40 106.00 Public Works: Streets (miles) Streetlights Traffic Signals Parks and Recreation: Parks Community Centers Wastewater1: Sewer Lines (miles) Sewer Storm Drains Maximum Daily Capacity (thousands of gallons) 1 Wastewater treatment services are provided through the Sewerage Commission - Oroville Region (SCOR). Wastewater and stormdrain pipelines are installed by the City, but administered by SCOR. Source: City of Oroville Sewage Commission - Oroville Region Page 160 APPENDIX G FISCAL CONSULTANT’S REPORT G-1 This Page Intentionally Left Blank SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY FISCAL CONSULTANT REPORT FISCAL CONSULTANT REPORT 2015 TAX ALLOCATION REFUNDING BONDS Oroville Redevelopment Project No. 1 Successor Agency to the Oroville Redevelopment Agency February 23, 2015 ROSENOW SPEV AC EK GROUP INC. SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY FISCAL CONSULTANT REPORT TABLE OF CO NTENTS TABLE OF CONTENTS ......................................................................................................... 0 INTRODUCTION .................................................................................................................... 1 BACKGROUND ...................................................................................................................... 2 EFFECT OF REDEVELOPMENT DISSOLUTION .......................................................................... 4 REDEVELOPMENT AGENCY AND PROJECT AREA ................................................................... 4 TIME AND FINANCIAL LIMITATIONS ............................................................................................ 6 Time Limitations .................................................................................................................. 7 Financial Limitations............................................................................................................ 7 TOP 10 TAXPAYERS ............................................................................................................ 8 RPTTF REVENUE PROJECTIONS GENERAL ASSUMPTIONS ................................................ 10 ASSESSED VALUATION .............................................................................................................. 10 GROWTH ASSUMPTIONS............................................................................................................ 11 Article XIIIA (Proposition 13) Inflationary Adjustments ..................................................... 12 Changes in Valuation from Sales ...................................................................................... 12 Value from New Construction ........................................................................................... 14 Decline-in-Value Reassessments & Assessment Appeals ............................................... 14 TAX RATES ................................................................................................................................... 17 UNITARY UTILITY REVENUE ...................................................................................................... 17 COUNTY ADMINISTRATIVE FEES .............................................................................................. 18 DELINQUENCY RATES / TEETER PLAN .................................................................................... 18 TAX INCREMENT/RPTTF REVENUE COLLECTION HISTORY ................................................. 18 PAYMENTS TO AFFECTED TAXING AGENCIES ....................................................................... 19 County of Butte Fiscal Mitigation Agreement .................................................................... 20 Oroville Cemetery District Fiscal Mitigation Agreement.................................................... 20 Thompson Flat Cemetery District, Butte Mosquito Abatement District and Oroville Mosquito ABatement District Pass Through ..................................................................................... 20 Feather River Recreation and Park District Pass Through ............................................... 20 Statutory Taxing Agency Payments .................................................................................. 20 Santa Ana USD Case / Distributions to School Districts .................................................. 21 REVENUE PROJECTIONS AND CONSULTANT’S DISCLAIMER ......................................... 21 INTRODUCTION This Fiscal Consultant Report (“Report”) has been prepared by Rosenow Spevacek Group, Inc. (“RSG”) to substantiate available Redevelopment Property Tax Trust Fund (“RPTTF”) revenues to be generated from the Oroville Redevelopment Project Area No. 1 (“Project Area”) for the proposed 2015 Tax Allocation Refunding Bonds (“Refunding Bonds”). The proposed Refunding Bonds would refund all outstanding bonded debt originally issued by the Oroville Public Financing Authority which are now the responsibility of the City of Oroville Successor Agency (“Agency”). More specifically, the refunding bonds would refund: 2002 Tax Allocation Revenue Bonds 2004 Tax Allocation Revenue Bonds, Series A, and 2004 Taxable Tax Allocation Revenue Bonds, Series B The purpose of this Report is to estimate future RPTTF revenues generated from the Project Area that will be available to pay debt obligations of the Agency. Future revenue has been estimated based upon the construction of a RPTTF revenue projection model (“Revenue Projections”) included within this Report. The Report also includes a description of the general methodology and assumptions used to prepare the Revenue Projections, historical assessed valuation and revenue information, and other pertinent information pertaining to the Project Area. The following tables and exhibits are provided as back-up and support for the Revenue Projections. Figure 1: Figure 2: Figure 3: Figure 4: Figure 5: Figure 6: Figure 7: Figure 8: Figure 9: Figure 10: Figure 11: Figure 12: Summary of Projected RPTTF Revenues and Coverage ...............................2 Project Area Land Breakdown ........................................................................4 Top 10 Taxpayers ..........................................................................................7 Project Area Assessed Value History .............................................................9 Secured Property Assessed Value Growth Assumptions ...............................9 Change in Assessed Value Due to Sales .....................................................11 Building Permit Activity .................................................................................12 Assessment Appeals History ........................................................................14 Taxing Agency Shares of RPTTF Revenue ..................................................15 Estimated to Actual Tax Increment/RPTTF Revenue ................................... 17 RPTTF Revenue Forecast ...........................................................................20 RPTTF Taxing Agency Payments ................................................................21 In summary, the Project Area’s assessed value for Fiscal Year (“FY”) 2014-15 is $ $939,195,607, and the gross RPTTF revenue for FY 2014-15 is $7,654,235. Figure 1 summarizes the overall findings of this Report, including Revenue Projections illustrating the amount of RPTTF revenue available to the Agency by bond year for the Refunding Bonds. 1 FIGURE 1A: SUMMARY OF PROJECTED RPTTF REVENUES AND COVERAGE Plan Yr 34 35 36 37 38 ROPS Cycle FY Gross Revenue 2014-15 /1 A B 2015-16 A B 2016-17 A B 2017-18 A B 2018-19 A B 39 2019-20 40 2020-21 41 2021-22 42 2022-23 43 2023-24 44 2024-25 45 2025-26 46 2026-27 47 2027-28 48 2028-29 49 2029-30 50 2030-31 51 2031-32 52 2032-33 53 2033-34 $ 3,535,028 4,119,208 3,663,176 3,764,354 3,764,354 3,845,548 3,845,548 3,928,366 3,928,366 4,012,840 County Admin Taxing Agency Payments $ (169,974) $ (796,011) $ (89,130) (869,523) (176,000) (855,453) (75,429) (904,096) (180,322) (904,096) (77,281) (943,130) (184,208) (943,130) (78,946) (982,945) (188,172) (982,945) (80,645) (1,023,557) Gross RPTTF Available 2,569,043 3,160,555 2,631,722 2,784,830 2,679,937 2,825,137 2,718,210 2,866,474 2,757,248 2,908,638 Bond Year Gross RPTTF $ 6,154,478 5,792,277 5,464,767 5,543,347 5,623,722 A B A B A B A B A B 4,012,840 4,099,003 4,099,003 4,186,890 4,186,890 4,276,535 4,276,535 4,367,972 4,367,972 4,461,238 (192,216) (82,378) (196,340) (84,146) (200,547) (85,949) (204,838) (87,788) (209,214) (89,663) (1,023,557) (1,064,981) (1,064,981) (1,107,233) (1,107,233) (1,150,330) (1,150,330) (1,194,289) (1,194,289) (1,239,128) 2,797,067 2,951,644 2,837,683 2,995,511 2,879,111 3,040,256 2,921,367 3,085,895 2,964,468 3,132,447 5,705,705 A B A B A B A B A B 4,461,238 4,556,370 4,556,370 4,653,404 4,653,404 4,752,379 4,752,379 4,853,333 4,853,333 4,956,306 (213,678) (91,576) (218,232) (93,528) (222,877) (95,519) (227,614) (97,549) (232,446) (99,620) (1,239,128) (1,284,863) (1,284,863) (1,331,513) (1,331,513) (1,379,096) (1,379,096) (1,427,630) (1,427,630) (1,477,136) 3,008,432 3,179,930 3,053,275 3,228,363 3,099,014 3,277,764 3,145,669 3,328,154 3,193,256 3,379,551 6,140,879 A B A B A B A B A B 4,956,306 5,061,339 5,061,339 5,168,473 5,168,473 5,277,749 5,277,749 5,389,211 5,389,211 5,502,902 $ 180,042,934 (237,375) (1,477,136) 3,241,796 (101,732) (1,527,631) 3,431,976 (242,402) (1,527,631) 3,291,306 (103,887) (1,579,136) 3,485,450 (247,530) (1,579,136) 3,341,806 (106,084) (1,631,672) 3,539,993 (252,761) (1,631,672) 3,393,316 (108,326) (1,685,258) 3,595,627 (258,096) (1,685,258) 3,445,857 (110,613) (1,739,916) 3,652,374 $ (6,094,631) $ (50,128,151) $ 123,820,152 5,789,327 5,874,622 5,961,623 6,050,364 6,233,205 6,327,377 6,423,433 6,521,410 6,621,347 6,723,282 6,827,256 6,933,309 7,041,484 1/ FY 2014-15 revenues are based on actual collections, including supplemental tax revenues. Future year projections do not include supplemental tax revenues. 2 FIGURE 1B: SUMMARY OF PROJECTED RPTTF REVENUES AND COVERAGE Plan Yr ROPS Cycle FY 34 2014-15 35 2015-16 36 2016-17 37 38 39 40 41 42 43 44 45 46 47 48 49 50 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26 2026-27 2027-28 2028-29 2029-30 2030-31 51 2031-32 52 2032-33 53 2033-34 Gross RPTTF Available A B A B A B A B A B $ 2,569,043 3,160,555 2,631,722 2,784,830 2,679,937 2,825,137 2,718,210 2,866,474 2,757,248 2,908,638 Bond Year Gross RPTTF $ 2015 TARB D/S (Preliminary) Bond Debt Service Bond Yr ROPS 2015 ROPS B Coverage A&B TARB D/S /3 Coverage /1 (Preliminary) Coverage /2 6,154,478 5,792,277 5,464,767 5,543,347 5,623,722 A B A B A B A B A B 2,797,067 2,951,644 2,837,683 2,995,511 2,879,111 3,040,256 2,921,367 3,085,895 2,964,468 3,132,447 5,705,705 A B A B A B A B A B 3,008,432 3,179,930 3,053,275 3,228,363 3,099,014 3,277,764 3,145,669 3,328,154 3,193,256 3,379,551 6,140,879 A B A B A B A B A B 3,241,796 3,431,976 3,291,306 3,485,450 3,341,806 3,539,993 3,393,316 3,595,627 3,445,857 3,652,374 $ 123,820,152 6,621,347 5,789,327 5,874,622 5,961,623 6,050,364 6,233,205 6,327,377 6,423,433 6,521,410 6,723,282 6,827,256 1,167,408 359,880 1,209,880 349,269 1,234,269 335,994 1,245,994 317,794 2.29 7.59 2.24 7.94 2.22 8.37 2.24 8.98 1,267,794 298,794 1,283,794 279,094 1,329,094 252,844 1,352,844 225,344 1,355,344 197,094 2.23 9.69 2.23 10.53 2.19 11.79 2.18 13.43 2.21 15.58 1,387,094 167,344 1,417,344 136,094 1,451,094 103,219 1,478,219 68,844 1,513,844 47,169 2.19 18.63 2.18 23.25 2.16 31.12 2.15 47.37 2.13 70.20 1,537,169 24,819 319,819 20,394 1,275,394 2.13 135.46 10.40 167.41 2.65 1,167,408 1,569,760 2.25 1.77 1,583,538 1.78 1,581,988 1.81 1,585,588 1.83 1,582,588 1.87 1,608,188 1.86 1,605,688 1.89 1,580,688 1.95 1,584,188 1.98 1,584,688 2.01 1,587,188 2.03 1,581,438 2.07 1,582,688 2.10 1,584,338 2.13 344,638 9.96 1,295,788 2.69 2.25 3.48 3.50 3.55 3.60 3.66 3.65 3.71 3.83 3.88 3.93 3.99 4.06 4.12 4.18 19.51 5.27 6,933,309 7,041,484 $ 25,010,380 $ 25,010,380 1/ ROPS coverage based on gross RPTTF available on the ROPS A (Jul-Dec) and B (Jan-Jun) Periods for semi-annual debt service due each period. 2/ ROPS coverage based on gross RPTTF available in the ROPS B period (Jan-Jun) for total debt service due during the bond year. 3/ Annual coverage based on gross RPTTF available in the ROPS A & B periods (Jul-Jun) for total debt service due during the bond year. ROPS 15-16A coverage based on gross RPTTF available in the ROPS A period only. 3 BACKGROUND The City of Oroville (“City”) is one of five incorporated cites located in Butte County (“County”), California. Incorporated in 1906, the City has a population of 26,109, according to January 1, 2014 estimates from the California Department of Finance Demographic Research Unit. EFFECT OF REDEVELOPMENT DISSOLUTION Adopted by the State Legislature as part of their effort to trim the state budget in 2011, Assembly Bill x1 26 began a process to dissolve all local redevelopment agencies in California on February 1, 2012 (“Dissolution Act”). Fundamentally, the Dissolution Act, including subsequent cleanup legislation, caused the abrupt termination of most redevelopment activities and shifted the responsibility for repayment of outstanding financial obligations to successor agencies that operate under the purview of local oversight boards. When the Redevelopment Agency of the City of Oroville was dissolved, the City of Oroville elected to become the successor agency. Previously, redevelopment agencies received tax increment revenue from the county auditorcontroller apportionments above a base year assessed value for a project area, from which it invested in local redevelopment and housing projects and paid various obligations, including bond debt service secured by pledged tax increment revenue. After dissolution, the county auditor-controller now biannually allocates funds needed to pay so-called “enforceable obligations” approved by the oversight board and State Department of Finance during a sixmonth period, with the balance of the former tax increment funds distributed as residual revenue to affected taxing agencies. In advance of biannual distribution, the successor agency and oversight board submit Recognized Obligation Payment Schedules, or “ROPS”, which enumerate the dollar amounts due, and, once approved, the county auditor-controller remits funds not more than these amounts to cover these costs. All property tax formerly known as tax increment amounts are now deposited by the county auditor-controller in the redevelopment property tax trust fund for each successor agency (“RPTTF”). These RPTTF apportionments are distributed pursuant to Health and Safety Code Section 34183, in the following priority: (1) County and State administrative fees; (2) taxing agency (pass-through) payments; (3) successor agency debts, including bond debt, as identified on the ROPS; (4) successor agency administrative costs; and (5) remaining money is shared among the project area’s affected taxing agencies. REDEVELOPMENT AGENCY AND PROJECT AREA In 1981, the City Council created the Oroville Redevelopment Agency to revitalize the blighted areas of the City, promote economic development, and assist in the improvement and production of affordable housing in the community. The Redevelopment Plan for the Oroville Redevelopment Project No. 1 (“Redevelopment Plan”) was established by the City Council on July 6, 1981, with the adoption of Ordinance No. 1353. The Redevelopment Plan has been amended six times since adoption. The Project Area accounts for approximately 6,080 acres, or approximately 72 percent of the City’s total land area, and includes the City’s historic downtown area and a diverse mix of 4 residential, commercial, industrial, and recreational uses, public/private rights-of-way, and public facilities, including the Oroville Municipal Airport. The Redevelopment Plan enables the Agency to collect tax increment (now, RPTTF revenue) to implement and finance revitalization projects in the Project Area. Deposits to the Agency’s RPTTF are generated from increases in the Project Area’s total assessed value above the 1980-81 base year value, which is $206,560,472. According to 2014-15 County Auditor Controller reports, the total assessed value for the Project Area is $939,195,607. Figure 2 below details land use data for the Project Area, including acreage, number of parcels and assessed values. By 2014-15 net assessed value 1, major land uses in the combined Project Area include residential (36.8 percent) and commercial (33.2 percent). FIGURE 2: PROJECT AREA LAND USE BREAKDOWN Land Use Category Residential Commercial Miscellaneous Industrial Vacant Land Agriculture Natural Resource Public & Institutional3 Utility Value Total Project Area Acres 2 921 630 13 307 1,281 6 1 2,161 5,320 2014-15 Assessed Value (Net of Exemptions)1 Unsecured Secured Total Parcels 3,132 615 7 60 879 4 1 107 4,805 $ $ 345,190,790 311,203,661 2,978,549 81,620,360 48,447,094 103,462 6,021 2,152,591 791,702,528 $ $ 315,478 126,500,023 20,677,578 147,493,079 % of PA Value $ 345,190,790 311,519,139 129,478,572 102,297,938 48,447,094 103,462 6,021 2,152,591 $ 939,195,607 36.8% 33.2% 13.8% 10.9% 5.2% 0.0% 0.0% 0.0% 0.2% 100.0% Notes: 1 Total Project Area assessed values are net of all exemptions except for homeowner exemptions. 2 Total acreage of assessable parcels. Excludes right-of-way. 3 Includes multiple land uses (airport, golf course, government, churches, non-profits, etc.) with an assessed value of $0. Sources: Butte County Assessment Roll for 2014-2015 and Butte County Assessor's List of Exempt Parcels. A map of the Project Area depicting the boundaries of the Original Area and the Added Area is shown on the next page. 1 Assessed values referenced in this report refer to values net of all exemptions except for homeowners’ exemptions (as state law provides local agencies property tax relief for homeowners’ exemptions), and also net of aircraft and government property value. 5 TIME AND FINANCIAL LIMITATIONS The Redevelopment Plan contains various time and financial limitations that affect the Agency’s ability to collect and utilize RPTTF revenue. The Redevelopment Plan has been amended on five separate occasions to modify these limitations, most recently on December 21, 2004 when the City Council extended the effectiveness of the Redevelopment Plan by one year. Under the Dissolution Act, the Redevelopment Plan may not be hereafter amended for any reason. Further, the State Department of Finance, who manages the dissolution of redevelopment agencies, has announced that it no longer recognizes time or financial limitations in redevelopment plans as an impediment to the repayment of enforceable obligations and the wind-down of redevelopment, and in conjunction with the Governor’s office and Legislature is introducing legislation in 2015 that will codify this practice into the Dissolution 6 Act. Notwithstanding these practices and plans, RSG has summarized the Redevelopment Plan limitations below. TIME LIMITATIONS 1. Incur Indebtedness: The time limit to incur debt in the Project Area was rescinded by City Council Ordinance No. 1704 on July 20, 2004. As a result, the Agency may incur indebtedness at this time to effectuate the proposed bond refunding. However, issuance of indebtedness is subject to the limitations of the Dissolution Act. 2. Effectiveness of the Redevelopment Plan: As amended by Ordinance No. 1712 adopted by the City Council on December 21, 2004, the Redevelopment Plan remains in effect until July 6, 2024. 3. Final Date to Collect Tax Increment Revenue: Redevelopment Plans often permitted redevelopment agencies to collect tax increment revenue for a longer duration of time after the plan’s effectiveness to effectuate the repayment of debt. Notwithstanding potential legislative changes to the Dissolution Act, these limits remain in effect, although successor agencies may now only collect until enforceable obligations are satisfied. The Agency may receive RPTTF until July 6, 2034, unless enforceable obligations, including the proposed Refunding Bonds, are paid off sooner. RSG has reviewed these limitations and has determined that the proposed Refunding Bonds would not be negatively impacted by these limitations. FINANCIAL LIMITATIONS 1. Cumulative Tax Increment Revenue Limit: Section IV.D.1 of the Redevelopment Plan establishes a $300 million cumulative limit on the amount of tax increment revenue (now RPTTF) that may be collected by the Agency from the Project Area. As of June 30, 2014, a compilation of gross tax increment and RPTTF apportionment reports from the County Auditor Controller’s office indicates the Agency has collected $116,373,140 in gross tax increment/RPTTF revenue in the Project Area. We project that this limit will not be a constraint on the Refunding Bonds under the projections for in this Report. Finally, the DOF has stated that tax increment revenue limits may not be operative postdissolution, effectively prioritizing (in their view) the repayment of debt service and other enforceable obligations. DOF posted a letter on its website dated April 2, 2014 advising county auditor-controllers to not apply tax increment caps to bar payment of DOFapproved enforceable obligations. Because this position has not yet been put into law or fully tested in court, RSG continues to recommend that the tax increment revenue limit be considered as part of any bond refundings. Figure 11 at the end of this report presents two scenarios for consideration. The first scenario estimates cumulative revenues based on the projected amount of gross tax revenues generated by the Project Area. The second scenario estimates cumulative revenues net of residual RPTTF distributed to affected taxing entities. 2. Amount of Bonds Outstanding at One Time: Section IV.D.3 of the Redevelopment Plan establishes a $65 million limit, exclusive of taxing agency payments and housing setaside deposits, on the amount of bonded indebtedness that may be outstanding at any one time. 7 Currently, the Agency has $21,590,000 of tax allocation bond debt outstanding from the existing 2002, 2004 Series A and 2004 Series B Bonds. The proposed Refunding Bonds would refund all outstanding bond debt. Further under the Dissolution Act, the Agency may not increase the amount of debt. As such, the Refunding Bonds would not exceed the Redevelopment Plan’s $75 million bonded debt limit. TOP 10 TAXP AYERS Project Area ownership patterns are significantly diversified. Top taxpayers were identified based upon property owners with the largest secured and unsecured taxable assessed valuation recorded on the County Assessor’s 2014-15 Equalized Assessment Roll. In the Project Area, the 10 largest property taxpayers (shown in Figure 3) own 30 parcels with a combined value of approximately $141.5 million, or 15.1 percent of the Project Area’s taxable assessed valuation, and 19.3 percent of the Project Area’s incremental assessed value. Two of the top 10 taxpayers have outstanding assessment appeals that may alter the values in Figure 3: Pacific Coast Producers has one outstanding appeal for 2014 for a parcel with an assessed value of $26.1 million. The reduction requested is $13.1 million, which is about half of the property’s value. The appeal is pending an appeals board hearing on February 18, 2014. The owner appealed the value of the same property in 2009; it requested a 63% reduction in value and was granted a 6% reduction. The owner also appealed the property’s value in 2011-2013 but withdrew the applications. Comcast has open appeals for two parcels. The first parcel has open appeals from 2011-2014; its 2014 assessed value is $9.5 million and the owner requested a $4.4 million reduction. The second parcel has open appeals from 2012-2013; its 2013 assessed value was $16,270 and the owner requested a $13,528 reduction. According to the Butte County Clerk of the Board’s office, Comcast has open appeals in multiple jurisdictions throughout the County. The appeals are being negotiated on a County-wide level. It is unknown when the final values will be determined. More information on assessment appeals is provided later in this Report. 8 FIGURE 3: TOP 10 TAXPAYERS 1 2 3 4 5 6 7 8 9 10 Taxpayer Name Pacific Coast Producers Oroville Plaza Shopping Center, LLC Graphic Packaging International, Inc. Roplast Industries, Inc. Oroville Medical Complex, LLC Currier Square Shopping Center, LLC Sierra Silica Resources2 Comcast of Northern California, Inc. Farm Credit Leasing Federal Cartridge Company Total Top 10 Taxpayers Total Project Area Total Incremental AV 2014-15 Assessed Value1 Secured Unsecured % of Total Property Property Project Area Parcels 4 $ 27,947,293 $ 2,342,023 $ 30,289,316 3.2% 15 19,699,098 19,699,098 2.1% 0 18,833,237 18,833,237 2.0% 2 11,245,653 11,245,653 1.2% 1 10,881,832 10,881,832 1.2% 10,560,000 10,560,000 8 1.1% 0 10,516,340 10,516,340 1.1% 0 10,282,400 10,282,400 1.1% 0 9,732,170 9,732,170 1.0% 0 9,503,070 9,503,070 1.0% 30 $ 80,333,876 $ 61,209,240 $ 141,543,116 15.1% 4,805 791,702,528 147,493,079 939,195,607 732,635,135 % of Increm. AV 4.1% 2.7% 2.6% 1.5% 1.5% 1.4% 1.4% 1.4% 1.3% 1.3% 19.3% 100.0% 100.0% Notes: 1 The assessed values represented above are net of all exemptions except the Homeowner's Exemption Sources: Butte County Assessment Roll for 2014-15 and Butte County Auditor-Controller 2 Also listed as MRLLC Investors, Ltd. Descriptions of the Top 10 taxpayers are presented below: 1. Pacific Coast Producers owns four parcels, totaling approximately 24.5 acres, with industrial uses inside the Project Area. Pacific Coast Producers was formed in San Jose, CA in 1971. They have since relocated to Lodi, CA, and now have plants in Oroville, Lodi, and Woodland, CA. They specialize in the supply of a wide variety of fruits and vegetables. As of 2013, they employed 1,272 people in the City of Oroville. 2. Oroville Plaza Shopping Center, LLC owns fifteen parcels within the Project Area, totaling about 26.5 acres. All of these parcels serve commercial uses. 3. Graphic Packaging International does not own any parcels, but owns a significant amount of unsecured property within the Project Area. They specialize in creating inspired packaging that is renewable and has a minimal impact on the environment. Graphic Packaging International employed 234 people in Oroville in 2013. 4. Roplast Industries, Inc. owns two parcels in the Project area that total 11.75 acres, both of which are industrial uses. They produce polyethylene-based films and bags. 5. Oroville Medical Complex, LLC owns only one parcel, Oroville Hospital. However, they employ the second-most employees in the City of Oroville, at 1,354 total employees. Their parcel is 4.54 acres, and is a commercial use. 6. Currier Square Shopping Center, LLC owns 8 parcels that total approximately 11.5 acres, all with industrial uses. As of 2013, they employed 107 people, which was the 9th-largest amount in Oroville. 7. Sierra Silica Resources does not own any parcels of land in the Project Area, but does own a sizable of its unsecured value. They produce silica for various industrial markets. 9 8. Comcast of Northern California, Inc. does not own any parcels, either, but they own a similarly high degree of unsecured value. They are a cable company that provides television and internet, among other services. 9. Farm Credit Leasing is based in Minneapolis, MN, and owns a significant amount of unsecured property within the Project Area. They are a leasing subsidiary with a portfolio that exceeds $2 billion in total assets. Their parent company, CoBank, is a national cooperative bank that is headquartered in Colorado and specializes in rural areas. 10. Federal Cartridge Company, also called Federal Premium Ammunition, owns no parcels of land, but also owns a large portion of the Project Area’s unsecured value. They are a subsidiary of ATK Sporting Group, and they specialize in ammunition for weapons and other hunting gear. ATK Sporting Group employed 175 people in Oroville in 2013. RPTTF REVENUE PROJECTIONS GENERAL ASSUMPTIONS ASSESSED VALUATION The ad valorem property tax system in California dictates property taxes to be based upon a one percent general levy tax rate applied to non-exempt local and state secured and unsecured assessed valuations. In accordance with the Health & Safety Code and the Redevelopment Plan, the Agency collects RPTTF revenue generated by increases in assessed valuation above the base year assessed valuation, or the assessed valuation at the time a project area is adopted. Each year, the local roll is released by the Butte County Assessor (“County Assessor”) to the Butte County Auditor-Controller (“Auditor-Controller” or “County Auditor”), who establishes the equalized assessment roll and provides a report of Project Area assessed valuations for the current fiscal year and base year. Figure 4 provides a 5-year historical summary of assessed valuations in the Project Area. Based upon current and base year assessed valuations, the FY 2014-15 incremental assessed valuation is $732,635,135, which serves as the basis for the Revenue Projections. Following 4 years of declines due to the local effects of the nationwide real estate recession, Project Area assessed values increased in 2014-15 by approximately $19.4 million. FIGURE 4: PROJECT AREA ASSESSED VALUE HISTORY Year 2014-15 2013-14 2012-13 2011-12 2010-11 Secured Unsecured Total $ 791,702,528 779,853,834 795,917,142 800,786,021 828,168,264 $ 147,493,079 139,907,145 125,740,264 133,183,986 123,073,234 $ 939,195,607 919,760,979 921,657,406 933,970,007 951,241,498 % Δ from Prior Year 2.1% -0.2% -1.3% -1.8% -4.1% Source: Butte County Auditor Controller 10 GROWTH ASSUMPTIONS As summarized in Figure 5 below, Project Area assessed values are projected based on several factors, which have been refined by RSG to reflect a conservative forecast based on available data known to RSG. Generally, growth is more predictable in secured property values due to several factors that necessitate reassessment, including statutory inflationary increases as provided by Section 110.1 of the Revenue and Taxation Code. Unsecured property is not subject to these annual adjustments and tends to be relatively flat when new businesses are not expanding or moving into an area. For this reason, RSG has assumed no change in unsecured property values and specific assumed growth in secured property values. Taking into account several factors, RSG is anticipating a 2.556 percent increase in Project Area secured assessed values in 2015-16, followed by a 2.000 percent increase in such values in thereafter. Figure 5 presents a compilation of the components of the growth rate forecast, which is followed by a more detailed analysis of these factors. FIGURE 5: SECURED ASSESSED VALUE GROWTH ASSUMPTIONS Assumptions Revenue & Taxation Inflationary /1 Changes due to Resales /2 Changes due to Construction /3 Changes due to Appeals /4 Growth Forecast 2015-16 1.998% 0.516% 1.119% -1.077% 2.556% 2016-17 2.000% 0.000% 0.000% 0.000% 2.000% 2017-18 Thereafter 2.000% 2.000% 0.000% 0.000% 0.000% 0.000% 0.000% 0.000% 2.000% 2.000% Real property increases permitted by Revenue and Taxation Code Section 110.1. See Figure 6 for computations. Reflects increase in value over inflationary adjustments due to assessable property transfers, through December 2014 3/ Includes permits completed and issued and pending completion since January 1, 2014. 4/ See Report for details. 1/ 2/ The growth assumptions were established by RSG to account for the following four factors that affect future RPTTF collections in the Project Area. 11 ARTICLE XIIIA (PROPOSITION 13) INFLATIONARY ADJUSTMENTS Article XIIIA of the California Constitution, enacted in 1978 by California Proposition 13 and State Board of Equalization (“SBOE”) Rule 460, subdivision (b)(5) provide that the “full value of real property shall be modified to reflect the percentage change in the cost of living . . . provided that such value shall not reflect an increase in excess of two percent of the taxable value of the preceding lien date.” The California Consumer Price Index (“CCPI”) establishes the inflation rate used to determine the “percentage change in cost of living.” In most years, the CCPI has exceeded two percent and has resulted in an upward adjustment to the valuation of real property by two percent. However, in the last 38 fiscal years, the inflationary adjustment was less than two percent for nine fiscal years, one of which will be FY 2015-16. On December 5, 2014, the SBOE announced the CCPI from October 2013 to October 2014 increased by 1.998 percent and directed county assessors to prepare the forthcoming 2015-16 assessment roll based upon this inflation factor. However, a rate below two percent continues to be the exception, not the historical norm. Predicting future trends in statewide inflation rates can be difficult especially as inflation rates have been quite low in the past several years, but we believe it reasonable to expect that inflation may remain at 2.00 percent for the foreseeable future and have incorporated that assumption into our forecast. CHANGES IN VALUATION FROM SALES Upon a transfer in ownership, a property is reassessed typically at the sales price on the next assessment roll following the lien date (January 1 of each year). Between the date of the sale and the next assessment roll, the County Assessor will issue a supplemental bill for any additional taxes or credits based on the new assessed value, but RSG typically does not include supplemental roll activity in our projections because of the unpredictable nature of such assessments. Reassessments due to property sales occurring during calendar year 2014 will not be on the County Equalized Assessment Roll until FY 2015-16. The analysis presented in Figure 6 estimates that resales may add approximately $4,085,829 (0.516 percent) to the FY 2015-16 roll due to sales occurring between January 1, 2014 and December 23, 2014. Additional changes in assessed values may occur after December 2014 that have not been incorporated into this forecast. This relatively modest change in assessed values due to these resales is incorporated into our forecast, as shown in Figure 6 below. 12 FIGURE 6: CHANGE IN ASSESSED VALUE DUE TO SALES Parcels Sold Use Month Residential (Single and Multi Family) 10 January 6 February 9 March 20 April 10 May 8 June 20 July 7 August 15 September 9 October 12 November 8 December 134 Subtotal Aggregate 2014-15 AV Aggregate Sales Price Aggregate ▲ from 2014-15 AV 1,192,147 513,953 1,352,139 2,731,981 1,169,801 854,942 3,008,280 1,379,675 1,499,705 1,085,239 1,198,235 1,194,675 17,180,772 1,620,000 497,000 1,473,500 3,247,000 1,433,000 1,028,000 3,492,500 1,796,500 2,381,000 1,317,000 1,569,500 1,417,500 21,272,500 427,853 (16,953) 121,361 515,019 263,199 173,058 484,220 416,825 881,295 231,761 371,265 222,825 4,091,728 1 3 0 1 1 1 2 1 1 1 2 0 14 111,719 146,867 64,391 700,000 529,030 572,018 31,587 94,027 92,145 40,494 2,382,278 250,000 97,500 80,000 325,000 124,000 2,600,000 28,000 135,000 45,000 246,500 3,931,000 138,281 (49,367) 15,609 (375,000) (405,030) 2,027,982 (3,587) 40,973 (47,145) 206,006 1,548,722 All Other Sales (Non-Residential) 2 January 3 February 1 March 2 April 5 May 1 June 2 July 1 August 1 September 2 October 1 November 1 December 22 Subtotal 423,325 1,186,909 271,203 963,281 585,170 803,631 262,780 516,109 341,138 3,429,521 608,254 440,000 9,831,321 417,000 760,000 125,000 159,000 677,500 1,780,000 298,000 85,000 200,000 3,330,000 610,000 422,500 8,864,000 (6,325) (426,909) (146,203) (804,281) 92,330 976,369 35,220 (431,109) (141,138) (99,521) 1,746 (17,500) (967,321) 170 29,394,371 34,067,500 4,673,129 Vacant Land Sales January February March April May June July August September October November December Subtotal Total Sales Less Inflationary Growth Net AV Increase Due to Sales /1 Total Project Area Secured AV (2014-15) As % of Project Area Secured AV 1.998% (587,300) 4,085,829 791,702,528 0.516% /1 To ensure that the assumed Proposition 13 inflationary adjustments are not double counted, RSG subtracted the corresponding inflationary increase form the incremental sales value increases. 13 VALUE FROM NEW CONSTRUCTION Figure 7 presents a summary of building permit activity in the Project Area from January through December 2014. A total of 40 building permits have been puled and currently active or completed since the 201415 assessment roll was equalized. Net of increases due to unrelated inflationary adjustments on the corresponding properties’ real property values, RSG estimates that this construction may add approximately $8,857,899 (1.119 percent) to the secured roll in 2015-16, as summarized below. FIGURE 7: BUILDING PERMITS ISSUED AND FINALED # 16 10 New Construction Remodel Total $ Residential Value 2,732,657 3,745,230 26 $ 6,477,887 # $ Total Commercial Value 1 75,000 13 2,485,601 14 $ 2,560,601 # Value 2,807,657 6,230,831 17 23 $ Less Inflationary Growth Total Value Added to 2015-16 Total Project Area 2014-15 Value Percentage Increase Sources: City of Oroville and Butte County Auditor-Controller 40 $ 9,038,488 (180,589) 8,857,899 791,702,528 1.119% DECLINE-IN-VALUE REASSESSMENTS & ASSESSMENT APPEALS Property owners generally see two ways for their assessed values to be reduced following assessment: 1) temporary decline-in-value reassessments (sometimes known as Prop 8 appeals), which are initiated by either the assessor or the owner and are most common during and following real estate market depreciation, and 2) less common permanent base year reassessments initiated by an owner who considers the basis value of a property erroneous. State law requires an assessor to enroll the lower of either: (1) the taxable value (market value of the property when it was acquired, plus a consumer price index adjustment of up to two percent per year and the value of any new construction); or (2) the market value as of the annual January 1 lien date. When market values decline to a point where they are below assessed values, the assessor is to reduce values accordingly, either as a result of an ownerinitiated appeal or assessor review of the roll. These decline-in-value reductions are eventually restored back to the full Proposition 13 assessed value once market values recover. The County Clerk of the Board maintains assessment appeals applications and manages the appeals review and hearing process. According to the Clerk’s data, no base year appeals have been filed in the Project Area over the past five years, and 315 decline-in-value appeals have been filed over this same period. The number of appeals filed each year has dropped significantly from the highest levels in 2010 and 2011 (94 and 99 appeals, respectively) to 16 appeals in the current year. Of the 315 appeals, 198 have been granted reductions while 93 were withdrawn or denied. The appeals granted reductions caused a 0.5 percent average annual reduction in assessed values 14 over the past five years, excluding the current year where the majority of the appeals are still pending appeal. Applicants have seen less success in their appeals over time; while the average rate of reductions have been 12.6 percent of the applicants’ requests, the last three years have been well below this rate – with only 4.6 percent of the applicants’ reduction request granted in 2013-14. The pending 24 appeals total an aggregate value of $68,824,386 of value that has been sought to be removed from the roll by the respective applicants. Fifteen (15) of these 24 appeals pertain to the current year and many of those are likely to be denied or withdrawn given past trends. Still, assuming the annual 12.6 percent success rate for all 24 appeals, RSG estimates that as much as $8,526,235 (1.077 percent) of the 2014-15 secured roll could be lost if these appeals are successful. Figure 8 presents a summary of these appeals and RSG’s methodology for estimating potential impacts for pending appeals. 15 FIGURE 8A: ASSESSMENT APPEALS HISTORY Year Project Area Value Appeals by Year and Status Granted & Reduced Withdrawn & Denied Pending Decision 9 15 74 61 39 1 11 17 22 32 10 15 3 2 3 1 - 16 23 34 99 94 49 198 93 24 315 2014 2013 2012 2011 2010 2009 Total Average Total $ 84,872,431 61,505,184 65,510,412 81,695,855 52,469,040 94,996,847 $ 73,508,295 % in Appeal AV Assessed Value $ 939,195,607 919,760,979 921,657,406 933,970,007 951,241,498 991,742,058 9.0% 6.7% 7.1% 8.7% 5.5% 9.6% 7.8% FIGURE 8B: ASSESSMENT APPEALS HISTORY Year No. 2014 2013 2012 2011 2010 2009 Total Average Pending Appeals Granted Appeals 9 15 74 61 39 Requested Reductions $ 58,270,300 30,770,254 34,590,346 37,500,154 24,140,731 51,003,861 Actual Reduction % of Requested Granted Value $ 1,400,780 3,364,005 2,822,768 3,417,768 13,894,526 % of PA Value No. 0.0% 4.6% 9.7% 7.5% 14.2% 27.2% 0.0% 0.2% 0.4% 0.3% 0.4% 1.4% 15 3 2 3 1 - $ 58,267,930 4,220,679 5,169,439 1,159,598 6,741 - 24 $ 68,824,387 12.6% 0.5% $ 12.6% (8,700,062) 198 Five-Year Average % of Approved Reductions Pending Reductions x 5-Yr Average Approval Rate Less Inflationary Growth Net AV Increase due to Appeals Total Project Area Secured AV (2014-15) As % of Project Area Secured AV Requested Reductions % of PA Value 6.2% 0.5% 0.6% 0.1% 0.0% 0.0% 173,827 (8,526,235) 791,702,528 -1.077% Source: Butte County Clerk of the Board, Assessor, and Auditor-Controller (January 2015) 16 TAX RATES The Agency receives RPTTF revenue based on the 1.0 percent general ad valorem property tax levy, according to the County Auditor Controller. No override levies generate tax increment/RPTTF revenue to the Agency. Further, RSG does not expect additional revenues from override levies in the future because under State law, any taxes in excess of the general levy approved by the voters on or after January 1, 1989, must be paid to the respective taxing entities. Figure 9 summarizes the FY 2014-15 tax rate information for the Project Area. Negotiated and statutory pass-through payments are distributed based on the original 1.0 percent AB 8 breakdown for the Project Area. Residual RPTTF is distributed based on adjusted factors that account for taxing entities that already receive their full share of gross RPTTF revenues pursuant to negotiated tax sharing agreements. FIGURE 9: SHARES OF RPTTF REVENUE Butte County - General* Butte County - Welfare* Butte County - Library* Thompson Flat Cemetery* Oroville Cemetery* Butte Co Mosquito Abatement* Oroville Mosquito Abatement* El Medio Fire Feather River Rec & Park Oroville Elementary Thermalito Elementary Oroville Union High Butte County Schools Butte College City of Oroville South Feather Water and Power Lake Oroville Public Util Dist 0.117645 0.045153 0.012473 0.000314 0.011257 0.002661 0.007736 0.042343 0.153516 0.056940 0.199297 0.039799 0.063522 0.242021 0.005203 0.000120 Residual RPTTF 0.077755 0.013685 0.183050 0.067894 0.237637 0.047455 0.075742 0.290435 0.006204 0.000143 Total 1.000000 1.000000 Taxing Agency Pass-Thrus * The starred agencies receive RPTTF revenue pursuant to negotiated agreements described later in this report Source: Butte County Auditor-Controller UNITARY UTILITY REVENUE As provided by Assembly Bill 454, tax revenue from unitary utility property is disbursed in a different manner than revenue from non-unitary property. Unitary utility taxes are apportioned by the County Auditor-Controller based on a regional distribution methodology, regardless as to where the unitary utility property is located. Typically, unitary utility taxes are relatively small and see limited growth due to this methodology. 17 The County Auditor-Controller has not reported any unitary utility revenue for the Project Area, so RSG has not accounted this in our forecast. COUNTY ADMINISTRATIVE FEES Actual RPTTF disbursements are net of the tax collection fee charged by the County AuditorController pursuant to Senate Bill 2577 and the Dissolution Act. The tax collection fee varies slightly from year to year, based on actual costs incurred by the County for administration of property taxes to the Agency. These charges are assessed biannually, prior to remittance of RPTTF to the Agency. The County Auditor-Controller reported that the tax collection fee was approximately 3.39 percent of gross RPTTF revenue received in 2014-15. For the purposes of these projections, RSG has assumed that the County administrative fee would be equal to this rate of gross RPTTF revenues. DELINQUENCY RATES / TEETER PLAN According to the County Auditor-Controller, the Project Area is on the County’s Teeter Plan, under which the Auditor-Controller distributes revenues to the Agency and other districts based on billed amounts, rather than actual receipts, prior to full collections of secured value. While this makes for a more predictable flow of revenue by removing risk for delinquent taxes, Teeter Plan districts to not share in the benefit of interest and other charges on delinquent payments. RSG has assumed no changes in Teeter Plan status of the Project Area, and therefore no allowances for delinquent taxes in our forecast. TAX INCREMENT/RPTTF REVENUE COLLECTION HISTORY From 2009-10 through FY 2014-15, actual tax increment and RPTTF revenues have exceeded 100 percent of estimated collections, based on a 1 percent levy on the incremental assessed value. This includes supplemental tax collections. Figure 10 presents the actual amount of tax increment collected by the Auditor-Controller in the last 5 years. It also shows the gross RPTTF available to fund Agency obligations after redevelopment dissolution was enacted on February 1, 2012. Gross RPTTF Available equals gross tax increment less county administrative fees and pass-through payments, which are made directly by the Auditor-Controller. The amount of RPTTF distributed to the Agency is limited to funding enforceable obligations approved by DOF. The amount of RPTTF distributed to the Agency in FY 2012-13 is lower than other years because Oroville employed cash balances to fund enforceable obligations from January 2012 through June 2013 as directed by DOF. 18 FIGURE 10: ESTIMATED TO ACTUAL TAX INCREMENT/RPTTF REVENUES Year 2010-11 2011-12 2012-13 2013-14 2014-15 Incremental Value Incremental Revenue /1 744,681,026 727,409,535 715,096,934 713,200,507 732,635,135 7,446,810 7,274,095 7,150,969 7,132,005 7,326,351 Actual Collections /2 7,768,360 7,778,617 7,446,567 7,307,500 7,654,235 Est to Actual 104.32% 106.94% 104.13% 102.46% 104.48% Gross RPTTF RPTTF Available to Distributed to Agency /3 Agency /4 n/a 2,946,131 5,724,724 5,374,887 5,729,598 n/a 2,565,836 125,000 2,296,502 1,902,163 1/ Incremental Revenue is estimated at 1.0% of Incremental Value. 2/ Actual collections provided by the County Auditor-Controller. May be higher or lower due to supplemental taxes and delinquencies. 3/ Net RPTTF available for ROPS obligations after county administrative fees and pass-through payments are made by the County. FY 2011-12 shows RPTTF distributed after redevelopment dissolution was enacted on February 1, 2012, in the middle of the fiscal year. It does not include tax increment distributed to the agency in the first half of the fiscal year prior to dissolution. 4/ Total RPTTF distributed to the Successor Agency for approved ROPS obligations. Oroville employed cash balances to pay for ROPS obligations in-lieu of receiving RPTTF from January 2012 through June 2013 pursuant to State Law. Source: Butte County Auditor-Controller PAYMENTS TO AFFECTED TAXING AGENCIES The Agency has several types of fiscal obligations to the affected taxing agencies that levy property taxes in the Project Area. When the Redevelopment Plan was adopted in 1981, the requirements of the Community Redevelopment Law (“CRL”) provided the former Redevelopment Agency and affected taxing entities with the option of either 1) negotiating tax sharing agreements of some or all of each entity’s share of the tax increment revenue, or 2) allowing these taxing agencies the option of unilaterally electing to receive of the portion of tax increment revenues attributed to Proposition 13 annual inflationary adjustment in real property values in the Project Area. Later, as more thoroughly discussed, the courts clarified the intent of the CRL regarding the unilateral election, making it clear that, while most affected taxing entities had the option of taking the unilateral election if they did not have a negotiated tax sharing agreement with a redevelopment agency, any affected school district would be required to do so and therefore must receive either this unilateral election or payments pursuant to a tax sharing agreement. In 1994, the CRL changed the manner in which taxing agencies could subsequently collect tax increment revenue, establishing the current statutory formula that affects newer redevelopment plans as well as certain amendments to pre-existing redevelopment plans. As a result of the 2001 amendment, the Agency has additional statutory pass-through obligations to certain taxing agencies from both the Project Area. Because taxing agency payments are senior to bond debt service, these financial obligations with affected taxing agencies and their projected impact on revenues available for bond debt service, are described in this section. The actual amount of tax increment/RPTTF revenue shared will vary largely based on the Agency actual receipts each year. A forecast of these payments is included in the RPTTF revenue projections. Should actual RPTTF revenue exceed or fall below these projections, actual payments may be higher or lower. 19 COUNTY OF BUTTE FISCAL MITIGATION AGREEMENT On July 6, 1981, the former Redevelopment Agency and the County of Butte entered into a fiscal mitigation agreement that provided for a pass through of tax increment revenue to the County General Fund in the amount of 9.05 percent of annual gross tax increment (RPTTF) revenues. The agreement was also memorialized in the original 1981 Redevelopment Plan. Later, the former Redevelopment Agency and the County amended the agreement on September 18, 2001 which provided for an increase in these payments equal to 14.08 percent of any annual tax increment/RPTTF revenue received after July 1, 2002, and the then conflicting language in the original Redevelopment Plan was eliminated in the 2001 Plan Amendment. OROVILLE CEMETERY DISTRICT FISCAL MITIGATION AGREEMENT On July 6, 1981, the former Redevelopment Agency and the Oroville Cemetery District entered into a fiscal mitigation agreement that stipulates that the Oroville Cemetery District would receive a full pass through of their entire share of the tax increment/RPTTF revenue. The agreement was also memorialized in the Redevelopment Plan. THOMPSON FLAT CEMETERY DISTRICT, BUTTE MOSQUITO ABATEMENT DISTRICT AND OROVILLE MOSQUITO ABATEMENT DISTRICT PASS THROUGH Though no separate agreement exists between the Agency and these three taxing agencies, the Redevelopment Plan explicitly excludes all of these three entities’ shares of the tax increment revenue from distribution to the Agency. In effect, these three agencies each receive a full pass through of tax increment/RPTTF revenue as a result of this provision. FEATHER RIVER RECREATION AND PARK DISTRICT PASS THROUGH Similar to the three taxing agencies that received pass through directly in the Redevelopment Plan, the Feather River Recreation and Park District collect a share of the tax increment revenue from the Project Area under the Redevelopment Plan. Their payments are computed based on the lesser of: 7.5 percent of the annualized growth of the Project Area’s 1980-81 base year value, or the actual annual growth rate in any given year. STATUTORY TAXING AGENCY PAYMENTS The Agency has additional taxing agency payment obligations pursuant to Section 33607.7 of the Health and Safety Code triggered as a result of the 2001 amendment to the Redevelopment Plan (“Statutory Payments”). These Statutory Payments are made to taxing agencies that do not receive a pass through payment as described above, including: • • • • • • • • Oroville Elementary School District Thermalito Elementary School District Oroville Union High School District Butte County Superintendent of Schools Butte Community College District City of Oroville South Feather River Water and Power District Lake Oroville Public Utility District 20 The Statutory Payments are based on a series of three tiers, based on specific dates, at which time the Agency shares revenues from a portion of that tiers incremental growth in assessed value. In general, payments are computed from the increase over the base year for each tier. The chart below summarized the timing of these payments by area: Statutory Payment Summary Original Area Tier 1: First Adjusted Base Year Amount Shared over Base 2003-04 20.0% Tier 2: Base Year Amount Shared 2013-14 16.8% Tier 3: Base Year Amount Shared 2033-34 11.2% Statutory payments are calculated annually using the Project Area assessed value and each taxing entity’s share of the tax levy. Tier 1 payments are calculated using 20 percent of the tax increment/RPTTF revenue that exceeds the adjusted base year revenue. Tier 2 payments commenced in FY 2013-14, when the Agency must pay an additional 16.8 percent of the incremental increase in RPTTF revenue exceeding amounts in the tenth payment year. Tier 3 payments commence in 2033-34, provided the Agency still has enforceable obligations to pay that year. SANTA ANA USD CASE / DISTRIBUTIONS TO SCHOOL DISTRICTS Pursuant to the Court of Appeals decision in Santa Ana Unified School District vs. Orange County Development Agency, some school districts in California are automatically entitled to “2 percent” payments of the “inflationary revenues” from redevelopment plans adopted between January 1, 1985 and December 31, 1993. However, because the Redevelopment Plan was adopted in 1981, the Court’s decision does not affect RPTTF payments due to the Project Area school districts. REVENUE PROJECTIONS AND CONSULTANT’S DISCL AIM ER RSG has attempted to take into account pertinent factors during the preparation of the Revenue Projections and Taxing Agency Payments (Figures 11 through 12) and this Report. Our goal is to provide realistic revenue projections without overstating future RPTTF revenues. While precautions have been taken to assure the accuracy of the data used in the formulation of these Revenue Projections, it cannot be assured that projected valuations or revenues will be realized. The Agency staff and financial advisors have not informed RSG of any facts that may alter these projections. Future events and conditions that cannot be controlled may affect actual assessed valuations and revenues. 21 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY FISCAL CONSULTANT REPORT FIGURE 11A: RPTTF REVENUE FORECAST Assessed Value Forecast Plan Year Fiscal Year 34 35 36 37 38 2014-15 2015-16 2016-17 2017-18 2018-19 2.556% 2.000% 2.000% 2.000% 39 40 41 42 43 2019-20 2020-21 2021-22 2022-23 2023-24 2.000% 2.000% 2.000% 2.000% 2.000% 44 45 46 47 48 49 50 51 52 53 Unsecured Total Incremental $ 791,702,528 811,938,238 828,177,003 844,740,543 861,635,354 $ 147,493,079 147,493,079 147,493,079 147,493,079 147,493,079 $ 939,195,607 959,431,317 975,670,082 992,233,622 1,009,128,433 $ 732,635,135 752,870,845 769,109,610 785,673,150 802,567,961 878,868,061 896,445,422 914,374,330 932,661,817 951,315,053 147,493,079 147,493,079 147,493,079 147,493,079 147,493,079 1,026,361,140 1,043,938,501 1,061,867,409 1,080,154,896 1,098,808,132 819,800,668 837,378,029 855,306,937 873,594,424 892,247,660 2024-25 2025-26 2026-27 2027-28 2028-29 2.000% 970,341,354 2.000% 989,748,182 2.000% 1,009,543,145 2.000% 1,029,734,008 2.000% 1,050,328,688 147,493,079 147,493,079 147,493,079 147,493,079 147,493,079 1,117,834,433 1,137,241,261 1,157,036,224 1,177,227,087 1,197,821,767 911,273,961 930,680,789 950,475,752 970,666,615 991,261,295 2029-30 2030-31 2031-32 2032-33 2033-34 2.000% 2.000% 2.000% 2.000% 2.000% 147,493,079 147,493,079 147,493,079 147,493,079 147,493,079 1,218,828,341 1,240,255,046 1,262,110,286 1,284,402,630 1,307,140,821 1,012,267,869 1,033,694,574 1,055,549,814 1,077,842,158 1,100,580,349 Secured AV Growth Rate 1,071,335,262 1,092,761,967 1,114,617,207 1,136,909,551 1,159,647,742 22 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY FISCAL CONSULTANT REPORT FIGURE 11B: RPTTF REVENUE FORECAST Plan Year Redevelopment Property Tax Trust Fund Projections Fiscal Year Gross Revenue County Admin 3.39% 34 35 36 37 38 2014-15 /2 $ 2015-16 2016-17 2017-18 2018-19 7,654,235 7,427,530 7,609,902 7,773,914 7,941,206 39 40 41 42 43 2019-20 2020-21 2021-22 2022-23 2023-24 8,111,843 8,285,893 8,463,425 8,644,507 8,829,210 (274,594) (280,486) (286,495) (292,625) (298,877) 44 45 46 47 48 2024-25 2025-26 2026-27 2027-28 2028-29 9,017,608 9,209,774 9,405,783 9,605,712 9,809,640 (305,255) (311,760) (318,395) (325,163) (332,066) 49 50 51 52 53 2029-30 2030-31 2031-32 2032-33 2033-34 10,017,646 10,229,812 10,446,222 10,666,960 10,892,113 $ 180,042,934 Gross RPTTF $ 117,663,608 297,706,542 300,000,000 Taxing Agency Payments Gross RPTTF Available $ (259,103) $ (1,665,534) $ (251,429) (1,759,549) (257,603) (1,847,226) (263,155) (1,926,076) (268,818) (2,006,502) 2015 TARB D/S (Preliminary) Subordinate Enforceable Obligations Residual RPTTF Net RPTTF /1 5,729,598 5,416,552 5,505,074 5,584,684 5,665,886 (1,527,288) (1,559,149) (1,570,263) (1,563,788) $ (1,902,163) $ (309,092) (269,134) (269,177) (269,220) 3,827,435 3,580,172 3,676,792 3,745,245 3,832,878 (2,088,538) (2,172,214) (2,257,563) (2,344,620) (2,433,417) 5,748,712 5,833,194 5,919,366 6,007,262 6,096,916 (1,566,588) (1,562,888) (1,581,938) (1,578,188) (1,552,438) (269,264) (269,310) (269,356) (269,403) (269,451) 3,912,860 4,000,997 4,068,073 4,159,671 4,275,027 4,198,983 4,284,897 4,395,352 4,484,835 4,554,183 (2,523,991) (2,616,376) (2,710,609) (2,806,726) (2,904,766) 6,188,362 6,281,638 6,376,779 6,473,823 6,572,807 (1,554,438) (1,553,438) (1,554,313) (1,547,063) (1,561,013) (269,500) (269,550) (269,601) (269,653) (269,706) 4,364,425 4,458,650 4,552,865 4,657,107 4,742,089 4,653,184 4,751,124 4,852,918 4,948,605 5,067,551 (339,107) (3,004,767) 6,673,772 (346,289) (3,106,767) 6,776,756 (353,615) (3,210,808) 6,881,799 (361,087) (3,316,929) 6,988,943 (368,709) (3,425,173) 7,098,231 $ (6,094,631) $ (50,128,151) $ 123,820,152 (1,561,988) (340,213) (1,275,394) (269,760) (499,641) (269,872) (634,031) (505,582) $ (25,010,380) $ (7,892,467) 4,842,024 5,936,902 5,336,533 6,354,912 6,592,648 5,175,622 4,292,910 5,109,688 4,312,048 4,299,464 $ 89,125,629 Tax Increment Cap Analysis Revenue Through June 30, 2014 Collected & Projected Revenue Cumulative Cap $ 3,826,801 3,847,358 3,933,111 4,028,669 4,108,327 Net RPTTF $ 108,605,204 197,730,833 300,000,000 1/ Net RPTTF excludes residual RPTTF revenues distributed to affected taxing entities 2/ FY 2014-15 revenues are based on actual collections, including supplemental tax revenues. Future year projections do not include supplemental tax revenues. 23 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY FISCAL CONSULTANT REPORT FIGURE 12A: RPTTF TAXING AGENCY PAYMENTS Negotiated Agreements Fiscal Year 2014-15 2015-16 2016-17 2017-18 2018-19 Butte County 9 + 14% $ 846,949 875,441 898,305 921,627 945,415 El Medio Fire 0.00% Feather River Rec & Park 4.23% Thompson Flat Cem 0.031% $ $ $ - 239,432 249,754 258,037 266,486 275,103 2,300 2,364 2,415 2,467 2,520 Oroville Cem Dist 1.126% $ Butte Co Mosq 0.266% 82,473 84,751 86,579 88,443 90,345 $ 19,495 20,034 20,466 20,907 21,356 Oroville Mosq 0.774% $ Subtotal 56,677 58,242 59,498 60,780 62,087 $ 1,247,327 1,290,586 1,325,300 1,360,709 1,396,826 2019-20 2020-21 2021-22 2022-23 2023-24 969,678 994,427 1,019,671 1,045,420 1,071,684 - 283,893 292,859 302,004 311,332 320,847 2,574 2,629 2,686 2,743 2,802 92,285 94,264 96,282 98,341 100,440 21,815 22,283 22,760 23,246 23,743 63,420 64,780 66,167 67,581 69,024 1,433,665 1,471,242 1,509,569 1,548,663 1,588,539 2024-25 2025-26 2026-27 2027-28 2028-29 1,098,473 1,125,797 1,153,669 1,182,097 1,211,095 - 330,552 340,450 350,547 360,846 371,351 2,861 2,922 2,984 3,048 3,113 102,582 104,767 106,995 109,268 111,586 24,249 24,765 25,292 25,829 26,377 70,496 71,997 73,529 75,091 76,684 1,629,213 1,670,700 1,713,017 1,756,180 1,800,206 2029-30 2030-31 2031-32 2032-33 2033-34 1,240,672 1,270,841 1,301,613 1,333,001 1,365,016 $ 21,870,890 - 382,066 392,995 404,143 415,514 427,112 $ 6,575,325 3,179 3,246 3,314 3,384 3,456 57,008 113,951 116,363 118,823 121,333 123,892 $ 2,043,762 26,936 27,507 28,088 28,681 29,286 $ 483,117 78,309 79,967 81,657 83,382 85,141 $ 1,404,508 1,845,113 1,890,918 1,937,639 1,985,295 2,033,903 $ 32,434,611 $ 24 SUCCESSOR AGENCY TO THE OROVILLE REDEVELOPMENT AGENCY FISCAL CONSULTANT REPORT FIGURE 12B: RPTTF TAXING AGENCY PAYMENTS Statutory Payments Oroville Elem 15.35% 2014-15 2015-16 2016-17 2017-18 2018-19 $ 95,694 108,792 119,303 130,025 140,960 Thermalito Elem 5.69% $ Oroville Union HS 19.93% 35,493 40,352 44,250 48,227 52,283 $ 124,231 141,236 154,882 168,800 182,997 Butte Co Schools 3.98% $ 24,809 28,204 30,929 33,709 36,544 Butte College 6.35% $ City Oroville 24.20% 39,596 45,016 49,365 53,802 58,327 $ 140,438 150,233 158,093 166,111 174,288 S. Feather Lake Orov W&P PUD 0.52% 0.01% $ 3,243 3,687 4,044 4,407 4,778 $ 75 85 93 102 110 Subtotal $ Total Taxing Agency Payments 463,580 517,605 560,960 605,182 650,288 $ 1,710,906 1,808,191 1,886,260 1,965,891 2,047,114 2019-20 2020-21 2021-22 2022-23 2023-24 152,115 163,493 175,098 186,935 199,009 56,420 60,640 64,945 69,335 73,813 197,478 212,249 227,315 242,682 258,357 39,436 42,385 45,394 48,463 51,593 62,942 67,650 72,452 77,350 82,346 182,630 191,138 199,816 208,668 217,697 5,156 5,541 5,935 6,336 6,745 119 128 137 146 155 696,296 743,224 791,091 839,916 889,716 2,129,961 2,214,466 2,300,660 2,388,579 2,478,256 2024-25 2025-26 2026-27 2027-28 2028-29 211,324 223,886 236,699 249,769 263,099 78,381 83,040 87,793 92,640 97,585 274,345 290,653 307,287 324,254 341,560 54,786 58,043 61,364 64,753 68,209 87,442 92,640 97,942 103,349 108,865 226,907 236,300 245,882 255,655 265,624 7,162 7,588 8,023 8,466 8,917 165 175 185 195 206 940,513 992,326 1,045,175 1,099,081 1,154,065 2,569,726 2,663,026 2,758,192 2,855,261 2,954,271 2029-30 2030-31 2031-32 2032-33 2033-34 276,697 290,566 304,712 319,142 333,860 $ 4,181,178 102,628 107,772 113,019 118,371 123,830 $ 1,550,819 359,213 377,218 395,583 414,316 433,424 $ 5,428,083 71,734 75,329 78,997 82,738 86,553 $ 1,083,972 114,492 120,230 126,084 132,055 138,145 $ 1,730,090 275,792 286,163 296,742 307,533 318,539 $ 4,504,251 9,378 9,848 10,328 10,817 11,316 $ 141,714 216 227 238 249 261 3,266 1,210,149 1,267,355 1,325,704 1,385,221 1,445,928 $ 18,623,375 3,055,262 3,158,273 3,263,343 3,370,515 3,479,831 $ 51,057,986 $ 25 This Page Intentionally Left Blank APPENDIX H DOF DETERMINATION LETTER H-1 APPENDIX I SPECIMEN MUNICIPAL BOND INSURANCE POLICY I-1 MUNICIPAL BOND INSURANCE POLICY ISSUER: BONDS: Policy No: $ in aggregate principal amount of -N Effective Date: Premium: $ ASSURED GUARANTY MUNICIPAL CORP. ("AGM"), for consideration received, hereby UNCONDITIONALLY AND IRREVOCABLY agrees to pay to the trustee (the "Trustee") or paying agent (the "Paying Agent") (as set forth in the documentation providing for the issuance of and securing the Bonds) for the Bonds, for the benefit of the Owners or, at the election of AGM, directly to each Owner, subject only to the terms of this Policy (which includes each endorsement hereto), that portion of the principal of and interest on the Bonds that shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Issuer. On the later of the day on which such principal and interest becomes Due for Payment or the Business Day next following the Business Day on which AGM shall have received Notice of Nonpayment, AGM will disburse to or for the benefit of each Owner of a Bond the face amount of principal of and interest on the Bond that is then Due for Payment but is then unpaid by reason of Nonpayment by the Issuer, but only upon receipt by AGM, in a form reasonably satisfactory to it, of (a) evidence of the Owner's right to receive payment of the principal or interest then Due for Payment and (b) evidence, including any appropriate instruments of assignment, that all of the Owner's rights with respect to payment of such principal or interest that is Due for Payment shall thereupon vest in AGM. A Notice of Nonpayment will be deemed received on a given Business Day if it is received prior to 1:00 p.m. (New York time) on such Business Day; otherwise, it will be deemed received on the next Business Day. If any Notice of Nonpayment received by AGM is incomplete, it shall be deemed not to have been received by AGM for purposes of the preceding sentence and AGM shall promptly so advise the Trustee, Paying Agent or Owner, as appropriate, who may submit an amended Notice of Nonpayment. Upon disbursement in respect of a Bond, AGM shall become the owner of the Bond, any appurtenant coupon to the Bond or right to receipt of payment of principal of or interest on the Bond and shall be fully subrogated to the rights of the Owner, including the Owner's right to receive payments under the Bond, to the extent of any payment by AGM hereunder. Payment by AGM to the Trustee or Paying Agent for the benefit of the Owners shall, to the extent thereof, discharge the obligation of AGM under this Policy. Except to the extent expressly modified by an endorsement hereto, the following terms shall have the meanings specified for all purposes of this Policy. "Business Day" means any day other than (a) a Saturday or Sunday or (b) a day on which banking institutions in the State of New York or the Insurer's Fiscal Agent are authorized or required by law or executive order to remain closed. "Due for Payment" means (a) when referring to the principal of a Bond, payable on the stated maturity date thereof or the date on which the same shall have been duly called for mandatory sinking fund redemption and does not refer to any earlier date on which payment is due by reason of call for redemption (other than by mandatory sinking fund redemption), acceleration or other advancement of maturity unless AGM shall elect, in its sole discretion, to pay such principal due upon such acceleration together with any accrued interest to the date of acceleration and (b) when referring to interest on a Bond, payable on the stated date for payment of interest. "Nonpayment" means, in respect of a Bond, the failure of the Issuer to have provided sufficient funds to the Trustee or, if there is no Trustee, to the Paying Agent for payment in full of all principal and interest that is Due for Payment on such Bond. "Nonpayment" shall also include, in respect of a Bond, any payment of principal or interest that is Due for Payment made to an Owner by or on behalf of the Issuer which has been recovered from such Owner pursuant to the Page 2 of 2 Policy No. -N United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final, nonappealable order of a court having competent jurisdiction. "Notice" means telephonic or telecopied notice, subsequently confirmed in a signed writing, or written notice by registered or certified mail, from an Owner, the Trustee or the Paying Agent to AGM which notice shall specify (a) the person or entity making the claim, (b) the Policy Number, (c) the claimed amount and (d) the date such claimed amount became Due for Payment. "Owner" means, in respect of a Bond, the person or entity who, at the time of Nonpayment, is entitled under the terms of such Bond to payment thereof, except that "Owner" shall not include the Issuer or any person or entity whose direct or indirect obligation constitutes the underlying security for the Bonds. AGM may appoint a fiscal agent (the "Insurer's Fiscal Agent") for purposes of this Policy by giving written notice to the Trustee and the Paying Agent specifying the name and notice address of the Insurer's Fiscal Agent. From and after the date of receipt of such notice by the Trustee and the Paying Agent, (a) copies of all notices required to be delivered to AGM pursuant to this Policy shall be simultaneously delivered to the Insurer's Fiscal Agent and to AGM and shall not be deemed received until received by both and (b) all payments required to be made by AGM under this Policy may be made directly by AGM or by the Insurer's Fiscal Agent on behalf of AGM. The Insurer's Fiscal Agent is the agent of AGM only and the Insurer's Fiscal Agent shall in no event be liable to any Owner for any act of the Insurer's Fiscal Agent or any failure of AGM to deposit or cause to be deposited sufficient funds to make payments due under this Policy. To the fullest extent permitted by applicable law, AGM agrees not to assert, and hereby waives, only for the benefit of each Owner, all rights (whether by counterclaim, setoff or otherwise) and defenses (including, without limitation, the defense of fraud), whether acquired by subrogation, assignment or otherwise, to the extent that such rights and defenses may be available to AGM to avoid payment of its obligations under this Policy in accordance with the express provisions of this Policy. This Policy sets forth in full the undertaking of AGM, and shall not be modified, altered or affected by any other agreement or instrument, including any modification or amendment thereto. Except to the extent expressly modified by an endorsement hereto, (a) any premium paid in respect of this Policy is nonrefundable for any reason whatsoever, including payment, or provision being made for payment, of the Bonds prior to maturity and (b) this Policy may not be canceled or revoked. THIS POLICY IS NOT COVERED BY THE PROPERTY/CASUALTY INSURANCE SECURITY FUND SPECIFIED IN ARTICLE 76 OF THE NEW YORK INSURANCE LAW. In witness whereof, ASSURED GUARANTY MUNICIPAL CORP. has caused this Policy to be executed on its behalf by its Authorized Officer. ASSURED GUARANTY MUNICIPAL CORP. By Authorized Officer A subsidiary of Assured Guaranty Municipal Holdings Inc. 31 West 52nd Street, New York, N.Y. 10019 (212) 974-0100 Form 500NY (5/90)
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