NEW ISSUE-FULL BOOK-ENTRY RATING: Moody’s: “Aa2” (See “Rating” herein) In the opinion of Fulbright & Jaworski LLP, Los Angeles, California, a member of Norton Rose Fulbright, Bond Counsel, under existing statutes, regulations, rulings and court decisions, and assuming compliance with the tax covenants described herein, interest on the Bonds is excluded pursuant to section 103(a) of the Internal Revenue Code of 1986 from the gross income of the owners thereof for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax. It is also the opinion of Bond Counsel that under existing law interest on the Bonds is exempt from personal income taxes of the State of California. See “TAX MATTERS” herein. $7,230,000 REDONDO BEACH COMMUNITY FINANCING AUTHORITY (Los Angeles County, California) WASTEWATER REVENUE REFUNDING BONDS 2014 Series A (BANK QUALIFIED) Dated: Date of Delivery Due: May 1, as shown on inside cover The $7,230,000 Redondo Beach Community Financing Authority Wastewater Revenue Refunding Bonds, 2014 Series A (the “Bonds”) are being issued by the Financing Authority to (i) refund all of the Redondo Beach Public Financing Authority Revenue Bonds, 2004 Series A (The City of Redondo Beach Wastewater System Financing Project), currently outstanding in the principal amount of $8,500,000 (the “2004 Bonds”); and (ii) pay costs of issuance of the Bonds. The Bonds are being issued 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 in integral multiples of $5,000, under the book-entry system maintained by DTC. Ultimate purchasers of Bonds will not receive physical certificates representing their interest in the Bonds. So long as the Bonds are registered in the name of Cede & Co., as nominee of DTC, references herein to the owners shall mean Cede & Co., and shall not mean the ultimate purchasers of the Bonds. Interest on the Bonds will be payable on May 1 and November 1 of each year, commencing November 1, 2014. Payments of the principal of, premium, if any, and interest on the Bonds will be made directly to DTC, or its nominee, Cede & Co., by U.S. Bank National Association, as trustee (the “Trustee”), so long as DTC or Cede & Co. is the registered owner of the Bonds. Disbursements of such payments to DTC’s Participants is the responsibility of DTC and disbursements of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and Indirect Participants. See “APPENDIX D – BOOK-ENTRY SYSTEM.” The Bonds are payable from and secured by a first pledge of certain payments received by the Financing Authority from the City under the Installment Sale Agreement, dated as of April 1, 2014 (the “Installment Sale Agreement”), by and between City and the Financing Authority, and from interest and other income derived from certain funds and accounts held under the Indenture of Trust, dated as of April 1, 2014, by and among the Financing Authority, the City and the Trustee. The City’s obligation to make payments under the Installment Sale Agreement is payable solely from all Net Revenues as defined herein received by the City from the ownership or operation of the City’s wastewater and sewer collection and conveyance system (the “Wastewater Enterprise”). See “SECURITY FOR THE BONDS – Revenues; Pledge of Revenues.” The Bonds are subject to redemption prior to maturity. See “THE BONDS – Redemption.” The Bonds are limited obligations of the Financing Authority and are not secured by a legal or equitable pledge of, or charge or lien upon, any property of the Financing Authority or any of its income or receipts, except the Revenues under the Indenture. Neither the full faith and credit of the Financing Authority nor that of the City or any member of the Financing Authority is pledged for the payment of the interest on or principal of the Bonds and no tax or other source of funds, other than the Revenues, is pledged to pay the interest on or principal of the Bonds. The payment of the principal of or interest on the Bonds does not constitute a debt, liability or obligation of the Financing Authority, the City or any member of the Financing Authority for which any such entity is obligated to levy or pledge any form of taxation or for which any such entity has levied or pledged any form of taxation. The Financing Authority has no taxing power. For a discussion of some of the risks associated with the purchase of the Bonds, see “RISK FACTORS.” This cover page contains information for quick reference only. It is not intended to be a summary of all factors relating to an investment in the Bonds. Investors must read the entire Official Statement before making any investment decision. The Bonds are offered when, as and if delivered to and received by the Underwriter, subject to the approving opinion of Fulbright & Jaworski LLP, Los Angeles, California, a member of Norton Rose Fulbright, Bond Counsel and Disclosure Counsel to the Financing Authority. Certain legal matters will be passed on for the Financing Authority and the City by Michael W. Webb, Esq., City Attorney of the City and Counsel to the Financing Authority. Certain legal matters will be passed upon for the Underwriter by its counsel Stradling Yocca Carlson & Rauth, A Professional Corporation, Newport Beach, California. It is anticipated that the Bonds will be available for delivery through the facilities of DTC on or about April 15, 2014. Dated: March 25, 2014 $7,230,000 Redondo Beach Community Financing Authority Wastewater Revenue Refunding Bonds 2014 Series A Base CUSIP No. 757697* Maturity Date (May 1) Principal Amount 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 $225,000 245,000 255,000 265,000 280,000 290,000 300,000 310,000 325,000 340,000 355,000 375,000 395,000 405,000 430,000 Interest Rate 3.000% 5.000 4.000 4.000 4.000 4.000 4.000 4.000 5.000 5.000 5.000 5.000 3.250 5.000 5.000 Yield 0.220% 0.460 0.810 1.140 1.460 1.870 2.190 2.450 2.640 2.790 2.950 3.110 3.470 3.380 3.490 Price 102.898 109.227 109.573 111.272 112.308 112.119 111.755 111.253 118.876 119.241 117.707 C 116.196 C 97.706 113.698 C 112.699 C CUSIP AA5 AB3 AC1 AD9 AE7 AF4 AG2 AH0 AJ6 AK3 AL1 AM9 AN7 AP2 AQ0 $2,435,000 4.000% Term Bonds due May 1, 2034, Yield 4.150% CUSIP* No. 757697AV9 c: Yield to the optional redemption date of May 1, 2024 at par. * CUSIP is a registered trademark of the American Bankers Association. CUSIP data herein is provided by CUSIP Global Services, managed by Standard & Poor’s Financial Services LLC on behalf of The American Bankers Association. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services. Neither the Underwriter, the Financing Authority nor the City is responsible for the selection or correctness of the CUSIP numbers set forth herein. CITY OF REDONDO BEACH REDONDO BEACH COMMUNITY FINANCING AUTHORITY City Council and Financing Authority Governing Board Steve Aspel, Mayor/Chairperson of the Financing Authority Steve Sammarco, Mayor Pro tem/Boardmember Bill Brand, Councilmember/Boardmember Jeff Ginsburg, Councilmember/Boardmember Pat Aust, Councilmember/Boardmember Matthew J. Kilroy, Councilmember/Boardmember ____________________________________ City and Financing Authority Officials William P. Workman, City Manager and Executive Director Peter Grant, Assistant City Manager and Assistant Executive Director Eleanor Manzano, City Clerk and Financing Authority Secretary Steven Diels, City Treasurer and Financing Authority Treasurer Craig Koehler, Finance Director Mike Witzansky, Public Works Director Michael W. Webb, City Attorney and Financing Authority Counsel Special Services Bond Counsel and Disclosure Counsel Fulbright & Jaworski LLP, a member of Norton Rose Fulbright Los Angeles, California Financial Advisor The PFM Group Los Angeles, California Trustee U.S. Bank National Association Los Angeles, California Verification Agent Barthe & Wahrman, PA Bloomington, Minnesota No dealer, broker, salesperson or other person has been authorized by the Financing Authority, the City, or the Underwriter to give any information or to make any representations, other than as contained in this Official Statement, and if given or made, such information or representations must not be relied upon as having been authorized by the Financing Authority, the City, or the Underwriter. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Bonds by any person in any jurisdiction in which it is unlawful for such person to make such offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement that involve estimates, forecasts or matters of opinion, whether or not expressly described herein, are intended solely as such and are not to be construed as representations of fact. The information set forth herein has been furnished by the Financing Authority and the City and includes information from sources that are believed to be reliable. The information and expressions of opinion contained herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made shall, under any circumstances, create any implication that there has been no change in the affairs of the Financing Authority, the City, or other matters described herein since the date hereof. This Official Statement, including any supplement or amendment hereto, is intended to be deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Marketplace Access website. 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. IN CONNECTION WITH THE OFFERING OF THE BONDS, THE UNDERWRITER MAY OVER ALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT LEVELS ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. Cautionary Statements Regarding Forward-Looking Statements in this Official Statement This Official Statement contains certain “forward-looking statements” concerning the Wastewater Enterprise and the operations, performance and financial condition of the City, including their future economic performance, plans and objectives and the likelihood of success in developing and expanding. These statements are based upon a number of assumptions and estimates which are subject to significant uncertainties, many of which are beyond the control of the Financing Authority and the City. The words “may,” “would,” “could,” “will,” “expect,” “anticipate,” “believe,” “intend,” “plan,” “estimate” and similar expressions are meant to identify these forward-looking statements. Results may differ materially from those expressed or implied by these forward-looking statements. Except as otherwise stated, neither the City nor the Financing Authority plan to issue any updates or revisions to those forward-looking statements if or when its expectations or events, conditions or circumstances on which such statements are based occur. TABLE OF CONTENTS Page Page Article XIIIA ............................................... 29 Article XIIIB ............................................... 29 Proposition 218 ........................................... 30 Effect of Proposition 218 on City ............... 31 Proposition 26 ............................................. 32 Future Initiatives ......................................... 33 INTRODUCTION ................................................. 1 THE REFINANCING PLAN ................................ 2 General .......................................................... 2 Plan of Refunding ......................................... 2 SOURCES AND USES OF FUNDS ..................... 3 RISK FACTORS ................................................. 33 Limited Obligations .................................... 33 Management and Operation Costs .............. 33 Natural Disasters ......................................... 33 Forecasts ..................................................... 34 Limited Recourse on Default ...................... 34 Initiatives..................................................... 34 Bankruptcy .................................................. 34 Regulation ................................................... 34 IRS Audit of Tax-Exempt Bond Issues ....... 35 Tax Exemption ............................................ 35 Additional Obligations ................................ 35 Secondary Market ....................................... 35 THE BONDS ......................................................... 3 General .......................................................... 3 Redemption ................................................... 4 DEBT SERVICE REQUIREMENTS ................... 6 SECURITY FOR THE BONDS ............................ 6 Revenues; Pledge of Revenues ..................... 6 Installment Sale Payments ............................ 7 Unconditional Obligation .............................. 9 Rate Covenant ............................................... 9 Rate Stabilization Fund ............................... 10 Other Covenants.......................................... 10 Parity Obligations ....................................... 11 Special Obligation ....................................... 12 THE FINANCING AUTHORITY ...................... 36 CONTINUING DISCLOSURE........................... 36 THE WASTEWATER ENTERPRISE ................ 12 General Description and History ................. 12 Existing System .......................................... 13 Capital Improvements Program .................. 14 Wastewater Treatment Facility ................... 16 Wastewater Rates and Revenues ................. 16 Wastewater Enterprise Users ...................... 19 Rate Setting Process .................................... 21 Billing and Collections............................... 21 Comparative Wastewater Rates and Charges ................................................ 22 Impact Fees ................................................. 22 Wastewater Enterprise Summary Financial Information........................... 24 Projected Net Revenues and Coverage Estimates .............................................. 26 Outstanding Wastewater Enterprise Obligations ........................................... 27 Investments ................................................. 27 Pension and Other Post-Employment Benefits ................................................ 27 LEGAL OPINION............................................... 37 FINANCIAL ADVISOR ..................................... 37 TAX MATTERS ................................................. 37 Tax Exemption ............................................ 35 Tax Accounting Treatment of Bond Premium and Original Issue Discount on Bonds ............................... 38 Other Tax Consequences ............................ 39 NO LITIGATION................................................ 40 RATING .............................................................. 40 UNDERWRITING .............................................. 40 BANK QUALIFICATION .................................. 40 VERIFICATION OF MATHEMATICAL COMPUTATIONS ....................................... 41 MISCELLANEOUS ............................................ 41 CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND FEES ................ 29 APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F THE CITY OF REDONDO BEACH ................................................................................. A-1 AUDITED FINANCIAL STATEMENTS OF THE CITY AS OF JUNE 30, 2013......................................................................................................... B-1 SUMMARY OF PRINCIPAL LEGAL DOCUMENTS .................................................... C-1 BOOK ENTRY SYSTEM ................................................................................................... D-1 PROPOSED FORM OF BOND COUNSEL OPINION ....................................................... E-1 FORM OF CONTINUING DISCLOSURE AGREEMENT ................................................ F-1 i (THIS PAGE IS INTENTIONALLY LEFT BLANK) OFFICIAL STATEMENT $7,230,000 REDONDO BEACH COMMUNITY FINANCING AUTHORITY WASTEWATER REVENUE REFUNDING BONDS 2014 SERIES A INTRODUCTION General. The purpose of this Official Statement (which includes the cover page, inside cover and the appendices) is to provide information concerning the issuance, sale and delivery by the Redondo Beach Community Financing Authority (the “Financing Authority”) of its Wastewater Revenue Refunding Bonds, 2014 Series A (the “Bonds”), in the aggregate principal amount of $7,230,000. Financing Authority. The Financing Authority is a joint exercise of powers authority organized under the laws of the State of California and composed of the City of Redondo Beach, California (the “City”) and the Redondo Beach Parking Authority (the “Parking Authority”). The Financing Authority was formed in 2012 to assist in the financing and refinancing of certain programs and projects of the City, and for the purpose of aiding in the financing of capital improvements. See “THE AUTHORITY.” City. The City is located on the coastal edge of Los Angeles County, approximately 20 miles from downtown Los Angeles and approximately 7 miles south of Los Angeles International Airport. The City was incorporated in 1892 and adopted a charter in 1949. The City operates under its City Charter with a Council-Manager form of government. See “APPENDIX A – THE CITY.” Authority and Purpose of Issue. The Bonds are being issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”), and an Indenture of Trust, dated as of April 1, 2014 (the “Indenture”), by and between the Financing Authority and U.S. Bank National Association, as trustee (the “Trustee”). The proceeds of the sale of the Bonds will be used to refund all of the $10,335,000 Redondo Beach Public Financing Authority Revenue Bonds, 2004 Series A (City of Redondo Beach Wastewater System Financing Project), currently outstanding in the principal amount of $8,500,000 (the “2004 Bonds”), and to pay certain costs of issuance of the Bonds. See “SOURCES AND USES OF FUNDS” and “THE REFINANCING PLAN.” Security and Source of Payment. The Bonds are payable from and secured by a first pledge of certain payments (the “Installment Sale Payments”) received by the Financing Authority from the City under an Installment Sale Agreement, dated as of April 1, 2014 (the “Installment Sale Agreement”), by and between the Financing Authority and the City, and from certain interest and other income derived from certain funds and accounts held under the Indenture (collectively, the “Revenues”). The obligation of the City to make the Installment Sale Payments is payable solely from all gross income and revenue received by the City from the ownership or operation of the City’s wastewater and sewer collection and conveyance system (the “Wastewater Enterprise”), less all operation and maintenance costs of the Wastewater Enterprise (the “Net Revenues,” as more fully described below). Under the Installment Sale Agreement, the City has irrevocably pledged all Net Revenues to the payment of the Installment Payments, subject to the terms and conditions of the Installment Sale Agreement. See “SECURITY FOR THE BONDS – Revenues; Pledge of Revenues.” The Bonds are limited obligations of the Financing Authority and are not secured by a legal or equitable pledge of, or charge or lien upon, any property of the Financing Authority or any of its income or receipts, except the Revenues under the Indenture. Neither the full faith and credit of the Financing Authority nor that of the City or any member of the Financing Authority is pledged for the payment of the interest on or principal of the Bonds and no tax or other source of funds, other than the Revenues, is pledged to pay the interest on or principal of the Bonds. The payment of the principal of or interest on the Bonds does not constitute a debt, liability or obligation of the Financing Authority, the City or any member of the Financing Authority for which any such entity is obligated to levy or pledge any form of taxation or for which any such entity has levied or pledged any form of taxation. The Financing Authority has no taxing power. Wastewater Enterprise. The City provides wastewater and sewer collection and conveyance services to 13,744 sewer connections of which 13,118 are residential connections and the remaining 626 are non-residential connections. Wastewater is conveyed to treatment plants of the Sanitation Districts of Los Angeles County for treatment which bills customers separately for treatment costs. See “THE WASTEWATER ENTERPRISE.” The summaries and references of documents, statutes, reports and other instruments referred to herein do not purport to be complete, comprehensive or definitive, and each such summary and reference is qualified in its entirety by reference to each document, statute, report or instrument. The capitalization of any word not conventionally capitalized or otherwise defined herein, indicates that such word is defined in a particular agreement or other document and, as used herein, has the meaning given it in such agreement or document. See “APPENDIX C – SUMMARY OF PRINCIPAL LEGAL DOCUMENTS” for summaries of certain of such definitions. THE REFINANCING PLAN General Proceeds of the Bonds will be used to refund all of the Redondo Beach Public Financing Authority Revenue Bonds, 2004 Series A (City of Redondo Beach Wastewater System Financing Project), currently outstanding in the aggregate principal amount of $8,500,000 (the “2004 Bonds”), and pay costs of issuance of the Bonds. Plan of Refunding The 2004 Bonds were issued in the original principal amount of $10,335,000, pursuant to an Indenture of Trust, dated as of May 1, 2004 (the “2004 Indenture”), by and between the Redondo Beach Public Financing Authority (the “Authority”) and U.S. Bank National Association, as trustee for the 2004 Bonds. The 2004 Bonds were issued to fund improvements to the Wastewater Enterprise, including, but not limited to, repairing, rehabilitating, and/or replacing sewer pipe, pump stations, lift stations and generators, acquiring smart manhole covers, upgrading and repairing SCADA system, CCTV inspections, and a sewer master plan. Barthe & Wahrman, PA, certified public accountants (the “Verification Agent”), will deliver a report stating that the firm has verified the accuracy of mathematical computations concerning the adequacy of the uninvested cash initially deposited in the Escrow Fund to pay the interest due with respect to the 2004 Bonds to and including May 1, 2014 (the “Redemption Date”), and to pay on the Redemption Date the principal amount of the 2004 Bonds to be redeemed, without premium. See “VERIFICATION OF MATHEMATICAL COMPUTATIONS.” 2 SOURCES AND USES OF FUNDS The following sets forth the estimated sources and uses of funds related to the issuance of the Bonds. Sources of Funds: Principal Amount Net Original Issue Premium/Discount Release from 2004 Indenture Prior Debt Service Reserve Fund Prior Debt Service Fund Total Sources of Funds $7,230,000.00 525,117.45 666,209.35 453,634.38 $8,874,961.18 Uses of Funds: 2004 Bonds Escrow Fund Deposit to Costs of Issuance Fund(1) $8,708,634.38 166,326.80 Total Uses of Funds $8,874,961.18 (1) Includes fees of financial advisor, bond and disclosure counsel, verification agent, rating agency and trustee, underwriter’s discount, printing costs and miscellaneous fees. THE BONDS General The Bonds are being issued 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 in integral multiples of $5,000, under the book-entry system maintained by DTC. While the Bonds are subject to the book-entry system, the principal, interest and any redemption premium with respect to a Bond will be paid by the Trustee to DTC, which in turn is obligated to remit such payment to its DTC Participants for subsequent disbursement to Beneficial Owners of the Bonds as described herein. See “APPENDIX D – BOOK-ENTRY SYSTEM.” The Bonds will be dated their date of delivery and will bear interest at the rates set forth on the inside cover page of this Official Statement, payable on November 1, 2014, and semiannually thereafter on May 1 and November 1 of each year (each, an “Interest Payment Date”) until maturity or earlier redemption. Subject to the redemption provisions set forth herein, the Bonds will mature on the dates and in the amounts set forth on the inside cover page. Interest on the Bonds will be payable semiannually calculated based on a 360-day year of 12 thirty-day months on each Interest Payment Date to the person whose name appears on the registration books as the Owner as of the 15th calendar day of the month immediately preceding such Interest Payment Date (a “Record Date”), such interest to be paid by check of the Trustee mailed on the Interest Payment Date by first class mail to the Owner at the address of such Owner as its appears on the registration books; provided however, that payment of interest will be made by wire transfer in immediately available funds to an account at a financial institution in the United States of America to any Owner of Bonds in the aggregate principal amount of $1,000,000 or more who furnishes written wire instructions to the Trustee before the applicable Record Date. Principal of any Bond and any premium upon redemption will be paid by check of the Trustee upon presentation and surrender thereof at the Office of the Trustee. Principal of and interest and premium (if any) on the Bonds will be payable in lawful money of the United States of America. So long as Cede & Co. is the registered 3 owner of the Bonds, payments of principal and interest on the Bonds will be paid to DTC as registered owner of the Bonds. See “APPENDIX D – BOOK-ENTRY SYSTEM.” Each Bond will bear interest from the Interest Payment Date next preceding the date of authentication, unless (a) it is authenticated after a Record Date and on or before the following Interest Payment Date, in which event it will bear interest from such Interest Payment Date, or (b) unless it is authenticated on or before October 15, 2014, in which event it shall bear interest from the Closing Date; provided, however, that if, as of the date of authentication of any Bond, interest thereon is in default, such Bond will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment. Redemption Optional Redemption The Bonds maturing on or before May 1, 2024 are not subject to optional redemption prior to maturity. The Bonds maturing on or after May 1, 2025 are subject to redemption prior to their respective maturity dates, at the option of the Financing Authority, by lot within a maturity on any date on or after May 1, 2024, as a whole or in part (in such maturities as are designated to the Trustee by the Financing Authority or, if the Financing Authority fails to designate such maturities, on a proportionate basis among maturities), from prepayment of Installment Payments made at the option of the City, at the redemption price equal to the principal amount of the Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. Mandatory Sinking Fund Redemption The Bonds maturing on May 1, 2034 are also subject to redemption prior to their respective stated maturities, on any May 1 on or after May 1, 2030, in part by lot, from mandatory sinking fund payments at a redemption price equal to the principal amount thereof, plus accrued interest, if any, to the redemption date, without premium, as set forth below in the aggregate principal amounts and on the dates as set forth in the following table; provided, however, that if some but not all of such Bonds have been redeemed pursuant to optional or special mandatory redemption provisions of the Indenture, the total amount of all future sinking fund payments shall be reduced by the aggregate principal amount of such Bonds so redeemed, to be allocated among such sinking fund payments on a pro rata basis in integral multiples of $5,000. Schedule of Mandatory Sinking Fund Redemptions Term Bonds Maturing May 1, 2034 Sinking Fund Redemption Date (May 1) 2030 2031 2032 2033 2034† Principal Amount $450,000 470,000 485,000 505,000 525,000 ________ † Maturity 4 Notice of Redemption The Trustee on behalf and at the expense of the Financing Authority will mail (by first-class mail, postage prepaid) notice of any redemption to: (i) the respective Owners of any Bonds designated for redemption, at least 30 but not more than 60 days prior to the redemption date, at their respective addresses appearing on the Registration Books, and (ii) the Securities Depositories and to one or more Information Services, at least 30 but not more than 60 days prior to the redemption; provided, however, that neither failure to receive any such notice so mailed nor any defect therein will affect the validity of the proceedings for the redemption of such Bonds or the cessation of the accrual of interest thereon. In addition to mailed notice, the notice to the Securities Depositories and Information Service will be given by telephonically confirmed facsimile transmission or overnight delivery service or by such other means approved by such institutions. Such notice will state the date of the notice, the redemption date, the redemption place and the redemption price and will designate the CUSIP numbers, the bond numbers and the maturity or maturities (in the event of redemption of all of the Bonds of such maturity or maturities in whole) of the Bonds to be redeemed, and will require that such Bonds be then surrendered at the Office of the Trustee for redemption at the redemption price, giving notice also that further interest on such Bonds will not accrue from and after the redemption date. If at the time of mailing of any notice of optional redemption there has not been deposited with the Trustee monies sufficient to redeem all the Bonds called for redemption, such notice will state that it is subject to the deposit of the redemption monies with the Trustee not later than the opening of business on the redemption date and will be of no effect unless such monies are so deposited. Selection of Bonds for Redemption Whenever provision is made for the optional redemption of Bonds of more than one maturity, the Bonds to be redeemed will be selected by the Financing Authority evidenced by a Written Request of the Financing Authority filed with the Trustee at least 60 days (or shorter time as agreed to by the Trustee) prior to the date of redemption (provided that, in any event, the principal and interest due on the Bonds Outstanding following such redemption will be equal in time and amount to the unpaid payments due under the Installment Sale Agreement); and in each case, the Trustee will select the Bonds to be redeemed within any maturity by lot in any manner which the Trustee in its sole discretion deems appropriate. For purposes of such selection, all Bonds will be deemed to be comprised of separate $5,000 portions and such portions will be treated as separate Bonds which may be separately redeemed. 5 DEBT SERVICE REQUIREMENTS The amounts required to be set aside each Fiscal Year for principal, sinking fund payments and interest relating to the Bonds are set forth below. Bond Year Ending May 1 Principal 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2034 $ 225,000.00 245,000.00 255,000.00 265,000.00 280,000.00 290,000.00 300,000.00 310,000.00 325,000.00 340,000.00 355,000.00 375,000.00 395,000.00 405,000.00 430,000.00 450,000.00 470,000.00 485,000.00 505,000.00 525,000.00 $ 322,459.17 301,987.50 289,737.50 279,537.50 268,937.50 257,737.50 246,137.50 234,137.50 221,737.50 205,487.50 188,487.50 170,737.50 151,987.50 139,150.00 118,900.00 97,400.00 79,400.00 60,600.00 41,200.00 21,000.00 $ 547,459.17 546,987.50 544,737.50 544,537.50 548,937.50 547,737.50 546,137.50 544,137.50 546,737.50 545,487.50 543,487.50 545,737.50 546,987.50 544,150.00 548,900.00 547,400.00 549,400.00 545,600.00 546,200.00 546,000.00 Total $7,230,000.00 $3,696,759.17 $10,926,759.17 Interest Total SECURITY FOR THE BONDS Revenues; Pledge and Assignment of Revenues All Revenues and any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established under the Indenture (other than amounts on deposit in the Rebate Fund) are irrevocably pledged to the payment of the interest and premium, if any, on and principal of the Bonds as provided in the Indenture, and the Revenues shall not be used for any other purpose while any Bonds remain Outstanding; provided, however, that out of the Revenues and other moneys of the Wastewater Enterprise there may be applied such sums for such purposes as are permitted under the Indenture. Such pledge constitutes a first pledge of and charge and lien upon the Net Revenues (defined below) and all other moneys on deposit in the funds and accounts established under the Indenture for the payment of the interest on and principal of the Bonds, in accordance with their terms and the terms of the Indenture. The City has no other outstanding obligation secured by a pledge and lien on the Net Revenues To carry out and effectuate the pledge, charge and lien on the Net Revenues of the Wastewater Enterprise provided in the Indenture, the Financing Authority agrees and covenants that, with respect to the Wastewater Enterprise, all Revenues when and as received shall be received by the Financing 6 Authority in trust for the benefit of the holders of the Bonds and shall be deposited when and as received by the Financing Authority in the Revenue Fund created under the Indenture and which funds the Financing Authority agrees and covenants to maintain with the Trustee so long as any Bonds are Outstanding. All Revenues shall be accounted for through and held in trust in the Revenue Fund, and the Financing Authority has no beneficial right or interest in any of the Revenues except only as provided in the Indenture. “Revenues” are defined in the Indenture as (a) all amounts received by the Financing Authority or the Trustee pursuant or with respect to the Installment Sale Agreement, including, without limiting the generality of the foregoing, all of the Installment Payments (including both timely and delinquent payments, any late charges, and whether paid from any source), prepayments, insurance proceeds, condemnation proceeds, but excluding any Additional Payments; (b) all moneys and amounts held in the funds and accounts established under the Indenture; and (c) investment income with respect to any moneys held by the Trustee under the Indenture. Installment Payments Pursuant to the Installment Sale Agreement, the City is obligated to make Installment Sale Payments, but solely from Net Revenues, which are sufficient to provide for the payment of the principal of and interest on the Bonds. As security for the payment of the Bonds, the Financing Authority has assigned to the Trustee the Financing Authority’s rights and remedies under the Installment Sale Agreement, including the right to receive the Installment Sale Payments. As stated below, the obligation of the City to pay the Installment Sale Payments is limited to the Net Revenues. The Installment Sale Agreement defines “Net Revenues” as, for any period, an amount equal to all of the Gross Revenues received during such period minus the amount required to pay all Operation and Maintenance Costs becoming payable during such period. These terms are defined as follows: “Gross Revenues” means all income, rents, rates, fees, charges and other moneys derived from the ownership or operation of the Wastewater Enterprise, including, without limiting the generality of the foregoing, (1) all income, rents, rates, fees, charges, business interruption insurance proceeds or other moneys derived by the City from the sale, furnishing and supplying of wastewater treatment or other services, facilities, and commodities sold, furnished or supplied through the facilities of or in the conduct or operation of the business of the Wastewater Enterprise, plus (2) the earnings on and income derived from the investment of such income, rents, rates, fees, charges, or other moneys, including City reserves for the Wastewater Enterprise, the Rate Stabilization Fund established under the Installment Sale Agreement, but excluding in all cases customer deposits or any other deposits or advances subject to refund until such deposits or advances have become the property of the City and excluding any proceeds of taxes required by law to be used by the City to pay bonds issued after the Bonds. If interest on any Parity Obligations is being reimbursed to the City by the United States of America pursuant to Section 54AA of the Code, or any future similar program, then Gross Revenues shall include such interest being paid or reimbursed by the United States of America.” “Operation and Maintenance Costs” means the reasonable and necessary costs and expenses paid by the City for maintaining and operating the Wastewater Enterprise, including but not limited to (a) the cost of utilities, including electricity and other forms of energy supplied to the Wastewater Enterprise, (b) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Wastewater Enterprise in good repair and working order and (c) the reasonable administrative costs of the City attributable to the operation and maintenance of the Wastewater Enterprise, including insurance and other costs described in 7 the Installment Sale Agreement, but in all cases excluding (i) debt service payable on obligations incurred by the City with respect to the Wastewater Enterprise, including but not limited to the Installment Payments and debt service payments on any Parity Obligations, (ii) depreciation, replacement and obsolescence charges or reserves therefor and (iii) amortization of intangibles or other bookkeeping entries of a similar nature. “Wastewater Enterprise” means the entire wastewater system of the City, including all facilities, properties and improvements at any time owned, controlled or operated by the City for the treatment of wastewater, and any necessary lands, rights, entitlements and other property useful in connection therewith, together with all extensions thereof and improvements thereto at any time acquired, constructed or installed by the City, including the Improvements. Gross Revenues consist primarily of User Fees and Impact Fees as defined “THE WASTEWATER ENTERPRISE – Wastewater Rates and Revenues.” In order to carry out and effectuate the obligation of the City to pay the Purchase Price by paying the Installment Sale Payments, the City agrees and covenants in the Installment Sale Agreement that all of the Gross Revenues will be deposited by the City immediately upon receipt in the Wastewater Enterprise Fund. Operation and Maintenance Costs shall be paid out of the Wastewater Enterprise Fund as such payments become due and payable. On or before each Installment Payment Date, the City will withdraw from the Wastewater Enterprise Fund, and transfer to the Trustee first, (on a parity with the transfers for the payment of principal of or interest on any Parity Obligations), without preference or priority as to any Parity Obligations, for deposit in the Revenue Fund, an amount of Net Revenues which, together with the balance then on deposit in the Bond Service Fund for the Bonds (other than amounts resulting from the prepayment of the Installment Payments and other than amounts required for payment of principal of or interest on any Bonds which have matured or been called for redemption but which have not been presented for payment), is equal to the aggregate amount of the Installment Payments coming due and payable on the next succeeding Interest Payment Date, and second, any amounts required to restore the balance in a Parity Obligation Reserve Fund, if any, to its reserve requirement, without preference or priority as to any Parity Obligations, and ratably among Parity Obligation Reserve Funds, if insufficient funds to restore all Parity Obligation Reserve Funds. If prior to an Installment Payment Date, the City has determined that Net Revenues will be insufficient in amount to pay in full the Installment Payments next coming due under the Installment Sale Agreement and other principal and interest payments next coming due for any Parity Obligations, then amounts transferred to the Trustee from the Wastewater Enterprise Fund to the Revenue Fund and to the trustees for the Parity Obligations will be made ratably without preference or priority among the Installment Payments and such other principal and interest payments for any Parity Obligations. The City will manage, conserve and apply the Gross Revenues on deposit in the Wastewater Enterprise Fund in such a manner that all deposits required to be made pursuant to the Installment Sale Agreement will be made at the times and in the amounts so required. Subject to the foregoing sentence, so long as no Event of Default has occurred and is continuing under the Installment Sale Agreement and or any documents governing the Parity Obligations, the City may use and apply Net Revenues in the Wastewater Enterprise Fund for (i) deposits to the Rate Stabilization Fund, (ii) the payment of Additional Payments, (iii) the payment of any subordinate obligations or any unsecured obligations, (iv) the acquisition and construction of extensions and betterments to the Wastewater Enterprise, (v) the prepayment of any obligations of the City relating to the Wastewater Enterprise, or (vi) any other lawful purposes of the Wastewater Enterprise Fund. All monies in the Wastewater Enterprise Fund may be invested by the City from time to time in any Authorized Investment. 8 Unconditional Obligation Installment Sale Payments due under the Installment Sale Agreement are calculated to be in an amount sufficient to provide for the payment of the principal of and the interest on the Bonds. The obligations of the City to make the Installment Payments and the Additional Payments (defined as fees costs and expenses of Trustee, attorneys, auditors, engineers and accountants due under the Installment Sale Agreement or the Indenture) from the Net Revenues and to perform and observe the other agreements contained in the Installment Sale Agreement is absolute and unconditional and, until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable under the Installment Sale Agreement have been fully paid or prepaid, the City will not suspend or discontinue payment of the Installment Payments, will perform and observe all other agreements contained in the Installment Sale Agreement, and will not terminate the Installment Sale Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Wastewater Enterprise, sale of the Wastewater Enterprise, the taking by eminent domain of title to or temporary use of any component of the Wastewater Enterprise, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State or any political subdivision of either or any failure of the Financing Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Indenture or the Installment Sale Agreement. Rate Covenant The City covenants under the Installment Sale Agreement that it will fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Wastewater Enterprise during each Fiscal Year, which are at least sufficient, after making allowances for contingencies and error in the estimates, to yield Gross Revenues sufficient to pay the following amounts in the following order of priority: (a) All Operation and Maintenance Costs estimated by the City to become due and payable in such Fiscal Year; (b) All Installment Payments and payments of principal of and interest on any Parity Obligations as they become due and payable during such Fiscal Year, without preference or priority, except to the extent Installment Payments or interest on any Parity Obligations are payable from proceeds of the Bonds or Parity Obligations deposited for such purpose; provided, however, if interest on any Parity Obligations is reasonably anticipated to be reimbursed to the City by the United States of America pursuant to Section 54AA of the Code, or any future similar program, then interest payments with respect to such Parity Obligations will be reduced by the amount of such interest reasonably anticipated to be paid or reimbursed by the United States of America; (c) All amounts, if any, required to restore the balance in any Parity Obligation Reserve Fund to the full amount of its reserve requirement; and (d) All payments required to meet any other obligations of the City which are charges, liens, encumbrances upon, or which are otherwise payable from, the Net Revenues during such Fiscal Year. In addition, the City will fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Wastewater Enterprise during each Fiscal Year which are sufficient to yield Net Revenues which are at least equal to 120% of the amount described in the preceding clauses (b) and (c) for such Fiscal Year. 9 Rate Stabilization Fund To avoid fluctuations in its fees and charges of the Wastewater Enterprise, the City will maintain and hold a separate fund to be known as the “Rate Stabilization Fund”. From time to time the City may deposit in the Rate Stabilization Fund from remaining Net Revenues, such amounts as the City determines, provided that deposits with respect to any Fiscal Year may be made at any time during such Fiscal Year and until (but not after) the day which is 180 days following the end of such Fiscal Year. The City may withdraw amounts from the Rate Stabilization Fund for inclusion in Gross Revenues for any Fiscal Year, or for any other lawful purpose of the Wastewater Enterprise, such withdrawals to be made at any time during such Fiscal Year and until (but not after) the day which is 180 days after the end of such Fiscal Year. All interest or other earnings upon deposits in the Rate Stabilization Fund may be withdrawn therefrom and accounted for as Gross Revenues. Amounts on deposit in the Rate Stabilization Fund do not constitute Gross Revenues until withdrawn and returned to the Wastewater Enterprise Fund. The City has not currently funded the Rate Stabilization Fund. Other Covenants Additional covenants contained in the Installment Sale Agreement include, but are not limited to, the following: “Maintenance, Utilities, Taxes and Assessments.” Throughout the Term of the Installment Sale Agreement, all improvement, repair and maintenance of the Wastewater Enterprise will be the responsibility of the City, and the City will pay for or otherwise arrange for the payment of all utility services supplied to the Wastewater Enterprise, which may include, without limitation, janitor service, security, power, gas, telephone, light, heating, water and all other utility services, and shall pay for or otherwise arrange for the payment of the cost of the repair and replacement of the Wastewater Enterprise resulting from ordinary wear and tear. The City will also pay or cause to be paid all taxes and assessments of any type or nature, if any, charged to the Financing Authority or the City affecting any part of the Wastewater Enterprise or the respective interests or estates therein; provided, however, that with respect to special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the City will be obligated to pay only such installments as are required to be paid during the Term of the Installment Sale Agreement as and when the same become due. “Operation of Wastewater Enterprise.” The City covenants and agrees to operate the Wastewater Enterprise in an efficient and economical manner and to operate, maintain and preserve the Wastewater Enterprise in good repair and working order. The City covenants that, in order to fully preserve and protect the priority and security of the Bonds, the City will pay from the Net Revenues and discharge all lawful claims for labor, materials and supplies furnished for or in connection with the Wastewater Enterprise which, if unpaid, may become a lien or charge upon the Net Revenues prior or superior to the lien granted hereunder, or which may otherwise impair the ability of the City to pay the Installment Payments in accordance with the Installment Sale Agreement. “Insurance.” The City will procure and maintain, or cause to be procured and maintained, but only in the event and to the extent available from reputable insurers at reasonable cost, casualty insurance against loss or damage to any improvements constituting any part of the Wastewater Enterprise, covering such hazards as are customarily covered with respect to works and property of like character, and a standard comprehensive general insurance policy or policies in protection of the Financing Authority, the City and their respective members, officers, agents and employees providing for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by 10 reason of the operation of the Wastewater Enterprise. Said policies shall provide coverage in such liability limits and shall be subject to such deductibles as shall be customary with respect to works and property of a like character. Such liability insurance may be maintained as part of or in conjunction with any other liability insurance coverage carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City, or in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. “Eminent Domain and Insurance Proceeds.” If all or any part of the Wastewater Enterprise is taken by eminent domain proceedings, or if the City receives any insurance proceeds resulting from a casualty loss to the Wastewater Enterprise, the net proceeds, at the option of the City, will be applied either to the prepayment of the Installment Sale Payments or will be used to substitute other components for the condemned or destroyed components of the Wastewater Enterprise. Parity Obligations In addition to the Installment Payments, the City may issue or incur other bonds, notes, loans, advances or indebtedness payable from Net Revenues on a parity with the Installment Payments to provide financing for the Wastewater Enterprise in such principal amount as shall be determined by the City. The City may issue or incur any such Parity Obligations subject to the following specific conditions which are hereby made conditions precedent to the issuance and delivery of such Parity Obligations: (a) No Event of Default has occurred and is continuing, and the City will deliver a certificate to that effect to the Trustee; (b) The Net Revenues, calculated in accordance with accounting principles consistently applied, as shown by the books of the City for the latest Fiscal Year or as shown by the books of the City for any more recent 12 month period selected by the City, in either case verified by a certificate or opinion of an Independent Accountant employed by the City, plus (at the option of the City) the Additional Revenues, will be at least equal to 120% of the amount of Maximum Annual Debt Service; and (c) The trustee or fiscal agent for such Parity Obligations shall be the same entity performing the functions of Trustee under the Indenture. Notwithstanding the foregoing provisions, there are no limitations on the ability of the City to issue any Parity Obligations at any time to refund any outstanding Bonds or any outstanding Parity Obligations provided such issuance of Parity Obligations produces annual debt service savings to the City. The provisions of subsection (b) above will not apply to the portion of Parity Obligations to the extent the proceeds of such Parity Obligations will be deposited in an irrevocable escrow for the purpose of paying the principal of and interest and premium (if any) on such Parity Obligations. “Additional Revenues” means, with respect to the issuance of any Parity Obligations, an allowance for Net Revenues (a) from any additions or improvements to or extensions of the Wastewater Enterprise to be financed from the proceeds of such Parity Obligations or from any other source, all in an amount equal to 75% of the estimated additional Net Revenues to be derived from such additions, improvements and extensions for the first 12 month period in which each addition, improvement or extension is respectively to be in operation, all as shown by the certificate or opinion of a qualified independent engineer employed by the City; and/or (b) arising from any increase in the charges made for service from the Wastewater Enterprise which have been approved prior to the incurring of such Parity Obligations, in an amount equal to the total amount by which the Net Revenues would have been increased if such increase in charges had 11 been in effect during the whole of the most recent completed Fiscal Year or during any more recent 12 month period selected by the City, all as shown by the certificate or opinion of an Independent Accountant or independent consultant. Special Obligation The City’s obligation to pay the Installment Payments is a special obligation of the City limited solely to the Net Revenues. Under no circumstances shall the City be required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified in the Installment Sale Agreement for the payment of such Installment Sale Payments. THE WASTEWATER ENTERPRISE General Description and History The City provides wastewater collection and conveyance services to 13,744 sewer connection laterals, including 8,384 single-family laterals, 4,734 multi-family and condominium laterals, and 626 nonresidential laterals, covering, with few exceptions, all parcels within the City limits. Wastewater is conveyed to Los Angeles County Sanitation Districts (the “Districts”) treatment plants for treatment. See “Wastewater Treatment Facility.” The City has no contractual obligations for large industrial users of the Wastewater Enterprise. The City owns, operates and maintains 112 miles of 3- to 24-inch diameter collector and trunk sewer line, 2,110 manholes, 15 pump stations and 9 emergency power generators. Except for the 3- and 4-inch force mains, 99.8% of the sewer pipes are vitrified clay pipe. The force mains are steel pipes. Approximately 40 miles of sewer pipe is between 26 and 50 years old and the remaining sewer pipe is between 50 and 75 years old, with the average age of the sewer pipes being approximately 50 years old. The oldest pump station was constructed in the early 1960’s and the newest was constructed in 2000. The system is maintained by the Public Works Department. Sewer pipeline maintenance is ongoing and sewers are currently cleaned on average once every 2 years, with “areas of concerns” being cleaned up to four times per year. The Wastewater Enterprise is operated pursuant to a Waste Discharge Requirement (WDR) order (Order No. 2006-003-DWQ – Statewide General Waste Discharge Requirements for Sanitary Sewer Systems) (the “Order”) issued by the California State Regional Water Quality Control Board (SRWQCB). Based on the City’s current and past efforts to maintain the Wastewater Enterprise, occasional spills have not resulted in any fines, consent decrees or penalties imposed by SRWOCB, and the City is in compliance with applicable laws and the Order. In the Installment Sale Agreement, the City covenants to maintain or cause to be maintained, but only if and to the extent available at reasonable cost from reputable insurers, liability and casualty insurance in such amounts and against such risks as shall be appropriate for sewer systems of like size and with similar facilities as the Wastewater Enterprise. Prior to 2003, wastewater service was funded through the City’s general fund and impact fees. See “Wastewater Rates and Revenues” below. The Wastewater Enterprise currently employs 10 people full time, and operates one shift, seven days a week. 12 Existing System The Wastewater Enterprise consists of a collection and conveyance system only. Treatment services are provided by the Districts. The wastewater from the City’s collection system tributary area is routed through the trunk sewers to the City’s 15 pump stations. The stations pump sewage to the 78-inch diameter Districts’ interceptor located in the City of Manhattan Beach. The wastewater is then transported through this interceptor pipe to the Districts’ treatment plant in the City of Carson. At the plant, the wastewater is treated and either discharged into the Pacific Ocean or used for landscape irrigation, industrial process cooling or other recycled water needs. Collection System. The current average daily flow within the Wastewater Enterprise is 6 million gallons per day. The Wastewater Enterprise relies on gravity flow through the sewer main when possible, but due to terrain restrictions, it also relies on 15 pump stations to pump the collected wastewater from low points to suitable locations for continuing the flow by gravity. The Wastewater Enterprise consists of approximately 112 miles of gravity pipelines that vary in size from 3 to 24 inches in diameter. A summary of the trunk sewer pipeline length by diameter is provided in the following table. TABLE 1 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Pipe Diameter Summary Diameter (inches) 3 4 6 8 10 12 15 18 24 Total Length (feet) 370 492 9,187 524,923 16,242 7,354 13,814 1,015 675 573,641 Percent 0.06% 0.08 1.60 91.51 2.83 1.28 2.33 0.18 0.12 100.00% ________________ Source: The City of Redondo Beach. Pumping Stations. The Wastewater Enterprise includes 15 pump stations. The oldest pump station was constructed in the early 1960’s and the newest was constructed in 2000. The following table lists each of the pump stations and their locations. 13 TABLE 2 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Pumping Stations Name Address Alta Vista Ball Field Alta Vista Com. Ctr. American Legion Armour/Goodman Basin 3 Carnegie Flagler Harbor Drive Mole B Morgan Portofino Way Rindge Wylie Yacht Club Way Emergency Operations Ctr 801 Camino Real 801 Camino Real Behind 412 Camino Real NE Corner Armour Lane/Goodman Ave Pier Parking Structure 2019 Carnegie Lane 1507 Flagler Lane 531 North Harbor Drive Marina Way and Restrooms 1622 Morgan Lane Portofino Way at Harbor Drive Across from 542 Rindge Lane 1738 Steinhart Avenue Yacht Club Way at Harbor Drive City Hall ________________ Source: The City of Redondo Beach. Capital Improvements Program Over the last 20 years, the City has spent over $15 million to upgrade the Wastewater Enterprise, with approximately $9,900,000 from the 2004 Bond issue, $1,200,000 from Impact Fees and $4,100,000, from City general fund moneys. Since the adoption of its first capital improvement program in 2000, the City has taken a systematic approach in implementing wastewater system improvements. The City’s 15 pump stations, the heart of the entire wastewater system, are surveyed, repaired and replaced as necessary. The City also conducts a video survey of the entire wastewater system. System deficiencies are identified, categorized, and ranked in order of severity. The City maintains the system through inspection; clean-out and repair of damaged sewer sections; root and rodent control; the jetting of blockages; as well as operations and maintenance of the pump stations, telemetry and back-up generators. In December 2010, the City completed the System Evaluation and Capacity Assurance Plan (SEACAP). The study used a combination of empirical data and established formulas to assess the capacity of the Wastewater Enterprise and its sufficiency to handle flow based on zoning and use designations of parcels served by the Wastewater Enterprise. The results showed that the Wastewater Enterprise did not have capacity issues. The study concluded that in current conditions, less than 1% of the entire network of pipes is deficient to handle flow based on formula capacities. Future growth of the City was projected on a parcel basis using residential units and building square footages for such projected uses. The study concluded that in 2030, just over 1% of the entire network of pipes would be deficient to handle flow based on formula capacities. Capacity assessment for the future scenario assumes the City takes no action to further increase the capacity of the existing system. The study made a number of recommendations to address the aging infrastructure and identified areas that need routine maintenance due to tree root intrusion, fats/oil/grease and debris but the evaluation did not conclude the existing sanitary sewer system as having capacity issues (i.e., the ability to accept the flows generated within the City). 14 In December 2011, the Environmental Protection Agency (EPA) conducted a sewer collection system inspection – a rigorous exercise including detail document review, interviews with relevant staff and physical inspections of facilities. EPA’s audit was primarily aimed at addressing sewer overflows and based on the assessment of the auditors, EPA also concluded that the Wastewater Enterprise does not have capacity issues. The audit recommended improvements to documentation, reporting to the SRWQCB and implementation of the maintenance routine in a timely fashion as recommended by the SEACAP. A 2012 review of current State and federal wastewater mandates and the 2011 completion of updates to the City’s Sewer System Management Plan (SSMP), including the SEACAP, Rehabilitation and Replacement Program, and the Operation and Maintenance (O&M) Program, identified $33 million dollars of capital improvement needs over the next 15 years and $800,000 of additional annual operation and maintenance expenditures (primarily for additional personnel over the next 3-5 years). The system improvements were identified as $3.1 million of capacity improvement projects, $11.2 million of condition improvement projects, and $18.7 million of pump station improvement projects. The additional annual operation and maintenance expenditures have been included in the projected expenses for Wastewater Enterprise beginning in Fiscal Year 2013-14 in Table 15 under “Projected Net Revenues and Coverage Estimates.” The following table includes the City’s current capital improvement program for the Wastewater Enterprise, funding the capital improvements and rehabilitation projects in the priority identified by the 2012 review. The City’s current CIP includes $6.7 million in pump station improvements. Other major capital projects planned or currently underway include an upgraded Supervisory Control and Data Acquisition (SCADA) system, closed circuit television inspections, and a comprehensive repair and replacement program over the identified 15-year planning period. Future capital needs are projected to be approximately $1 million to $2.5 million annually through Fiscal Year 2017-18. TABLE 3 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE 5-Year Capital Improvement Program Fiscal Years 2013-14 through 2017-18 Description 2013-14(1) Portofino Way Pump Station $2,076,190 System-wide Sewer Inspection (2) 500,000 Alta Vista Pump Station Design Alta Vista Pump Station Construction Morgan Sewer Pump Station Design Morgan Sewer Pump Station Construction Public Works Yard Clarifier Unit Constr. (3) 200,000 Sanitary Sewers Facilities Rehabilitation (2) 959,179 2,000,000 Sanitary Sewers SCADA Installation (3) Yacht Club Way Pump Station Design (3) 200,000 Yacht Club Way Pump Station Constr. Total CIP (current dollars) $5,935,363 2014-15 2015-16 - $ 200,000 $ 200,000 - 1,300,000 1,000,000 1,000,000 1,300,000 - 2016-17 2017-18 $1,500,000 1,000,000 $1,000,000 - $2,500,000 $2,500,000 $2,500,000 $1,000,000 ________________ (1). Includes $5,035,363 of carryover funds budgeted in previous fiscal years for projects not yet completed. (2). All or portion of contract awarded. (3). Under design. Source: The City of Redondo Beach 15 The City has no current plan to issue or incur any additional obligations secured by Net Revenues. Additional capital improvements are expected to be paid on a pay-as-you-go basis from amounts on hand and from future Wastewater Enterprise fund balances. The Wastewater Enterprise’s current fee structure anticipates revenues sufficient to make capital expenditures from the Wastewater Enterprise fund of between $1 million and $2.5 million each year through Fiscal Year 2017-18. See “Projected Net Revenues and Estimated Coverage” below. Wastewater Treatment Facility The wastewater collected by the City-owned sewer system discharges into the wastewater system of the Sanitation Districts of Los Angeles County (the “Districts”), specifically either County Sanitation District No. 5 of Los Angeles County or South Bay Cities Sanitation District of Los Angeles County. All collected wastewater from the City and neighboring municipalities is treated at the Districts’ City of Carson treatment plant, the Joint Water Pollution Control Plant (“JWPCP”). The plant occupies approximately 420 acres, 200 acres of which are used as buffer areas between the operational areas and surrounding residential neighbors. The JWPCP is one of the largest wastewater treatment plants in the world and is the largest of the Districts’ wastewater treatment plants. The facility provides both primary and secondary treatment for approximately 280 million gallons of wastewater per day (mgd), and has a total permitted capacity of 400 mgd. The plant serves a population of approximately 3.5 million people throughout Los Angeles County. Prior to discharge, the treated wastewater is disinfected with sodium hypochlorite and sent to the Pacific Ocean through a network of outfalls. These outfalls extend 1 ½ miles off the Palos Verdes Peninsula to a depth of 200 feet. The plant’s National Pollutant Discharge Elimination System (NPDES) permit contains approximately 27,000 permit limits. In 2013, National Association of Clean Water Agencies (NACWA) presented the JWPCP with a Platinum 11 award in recognition of eleven consecutive years of 100% compliance with those NPDES permit limits. While the City owns and operates the sewer mains between the private sewer laterals and the Districts’ trunk lines, the Districts own and operate their trunk lines and treatment plants and ocean outlets. The City’s User Fees (described below) are used on City owned sewer mains, manholes and pump stations only. The Districts levy their own user charges collected on the County property tax bill, as well as receive a portion of the 1% general tax levy, to fund treatment operations and their own capital needs. The current annual user charge for a single-family residence within South Bay Cities Sanitation District is $122 and within County Sanitation District No. 5 is $136. These amounts are separate and in addition to the City’s User Fee. Other than the levied annual user charges for City-owned parcels within the Districts, there are no separate financial obligations of the City to the Districts or other charges of the Districts collected by or paid by the City to the Districts. Wastewater Rates and Revenues Establishment of User Fee Rates. In 1994, the City Engineer identified $16,000,000 in needed sewer improvements and recommended implementation of a wastewater user fee. In June of 1995, the City Council approved a wastewater use fee and a wastewater capital facility impact fee. The wastewater use fee was subsequently vetoed by the Mayor and was not implemented. The wastewater capital facility impact fee (the “Impact Fee”) was implemented and over the last six fiscal years has generated between $17,000 and $286,000 annually from new development in the City. See “Impact Fees” below. 16 In 2000, the City adopted its first five-year capital improvement program which identified multiyear sewer improvement projects and upgrades to the system to meet State and federal regulatory requirements. In 2003, after satisfying all procedural requirements of Proposition 218 (See “Proposition 218” below), the City Council adopted a wastewater user fee rate structure and set the City’s first wastewater user fee rates (the “User Fee”) to be charged to all property owners in the City, provided that property not connected to the sewer system (i.e., vacant, undeveloped property or property using a septic sewer system) is exempt from the User Fee. For residential customers, the fee schedule is a fixed monthly rate per dwelling unit depending on the class of dwelling. For non-residential customers, the fee schedule is based on water consumption of the non-residential customer multiplied by fixed rate set for non-residential customers. In May 2004, the City Council approved the issuance of the 2004 Bonds to finance the capital improvement program for the repair, replacement and rehabilitation of the Wastewater Enterprise. In 2008, the City conducted a five-year Wastewater Rate and Financial Plan Study. On June 3, 2008, the City Council approved Ordinance No. 3018-18 that increased the rates set in 2003 using the same rate structure. In July 2011, the City Council retained the services of a consultant to update the Wastewater Enterprise funding plan and wastewater user fees to ensure there were sufficient funds: for completing sewer collection system rehabilitation projects; ongoing maintenance and operation; meeting bond rate covenant requirements, SRWQCB Order expense requirements and inflationary escalations to operating costs over the five-year study period. In December 2011, the City Council received the final draft of the Wastewater User Fee Study and on February 28, 2012 conducted a public hearing in accordance with Proposition 218 on the proposed revisions to the User Fee rates. On March 6, 2012, the City Council adopted Ordinance No. 3087-12 that set the current rate structure effective July 1, 2012. The currently-approved User Fee rate for a single-family residential customer is $13.25 per month or $159 per year. On July 1, 2014, the currently-approved User Fee rate for a single-family residential customer will increase to $16.25 per month or $195 per year in accordance with Ordinance No. 3087-12 without further action of the City. User Fee Rate Structure. For residential customers, the fee structure is a flat monthly rate per dwelling unit based on the class of dwelling unit: single-family, small condominium (2-3 units), large condominium (4 or more units), multi-family with 2-3 units and multi-family with 4 or more units. For non-residential customers, the fee schedule is a monthly rate multiplied by water consumption of the customer. The fee structure divides the residential customers into three categories. The first category contains single-family homes and small condominium (2-3 units) and the current monthly rate is $13.25 per dwelling unit (increasing to $16.25 on July 1, 2014). The second category contains large condominium (4 or more units) and multi-family types with 2-3 units and the current monthly rate is $10.31 per dwelling unit (increasing to $12.64 on July 1, 2014). The third category contains multi-family types with 4 or more units and the current monthly rate is $7.09 per dwelling unit (increasing to $8.70 on July 1, 2014). The three residential categories were established based on the average daily wastewater discharged to the sewer system from all of the residential units within that category. Due to the fact that most customers of the Wastewater Enterprise are residential and are calculated at a flat monthly fee, the impacts, if any, of current drought conditions or water conservation measures should have little impact on the User Fee revenue generated in the foreseeable future for the Wastewater Enterprise. 17 For industrial, commercial, institutional or mixed use customers, a separate single monthly rate based on water use was set for such non-residential customers, regardless of the type of customer. The currently-approved monthly rate for non-residential customers is $1.13 per 100 cubic feet of water (ccf) usage based on the latest actual annual water usage record available to the City established annually. On July 1, 2014, the currently-approved monthly rate for non-residential customers will increase to $1.39 per ccf of water usage. Each of the past and present rate setting processes were implemented based on wastewater rate and financial plan studies which included a 5-year projection of costs. The financial plan included estimates for both operational and capital improvement needs based on regulations and system conditions known at the time the study was conducted. Each study affirmed the rate distribution model as fair and equitable. Rate studies are reviewed and updated every five years. The following table presents a summary of historical and current User Fee rates from Fiscal Year 2003. TABLE 4 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Historical and Current Monthly User Fee Rates First Increase1 Initial Second Increase2 User Class 2003 2008-09 2009-10 2011-12 Per Dwelling Unit Single Family Small Condo Complex 2-3 DU Large Condo Complex 4+DU Multi-Family 2-3 DU Multi-Family 4+ DU $5.00 5.00 3.89 3.89 2.68 $7.00 7.00 5.45 5.45 3.75 $7.12 7.12 5.54 5.54 3.82 $0.43 $0.60 $0.61 Per ccf(3) of Water Usage Commercial/Non-Residential (Mixed Use/Com/Ind/Inst) 2012-13 2013-14 14/15 and thereafter $7.25 7.25 5.64 5.64 3.88 $10.25 10.25 7.97 7.97 5.49 $13.25 13.25 10.31 10.31 7.09 $16.25 16.25 12.64 12.64 8.70 $0.62 $0.88 $1.13 $1.39 ____________________________ (1) Rates increase occurred every July 1st beginning in 2009-10 per percentage change in Consumer Price Index for All Urban Consumers (CPI-U) – Los Angeles-Riverside-Orange County, CA. (2) Current rate structure includes increased fixed rates. (3) ccf (100 cubic feet) of water is equal to 748 gallons. Average monthly water usage is established based on the latest actual annual water usage record available to the City. On an annual basis, the City recalculates the monthly charge by using the latest available annual water usage record of each non-residential user. Any water proven to be used for boilers, cooling towers or similar devises that will not be discharged into the sewer system may be deducted from the annual water usage record for rate calculation purposes. _____________________________ Source: The City of Redondo Beach. Historical User Fee Revenue. Based upon the established User Fees, the following table shows the historical gross revenues derived by the User Fees for the past five fiscal years. 18 TABLE 5 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Historical User Fee Revenues 2008-09 2009-10 2010-11 2011-12 2012-13 Billed User Fees Uncollectable User Fees $2,347,573 (123,919) $2,410,508 (60,546) $2,408,708 (50,973) $2,450,995 460 $3,533,743 (90,109) Actual User Fees Received $2,223,654 $2,349,962 $2,357,785 $2,451,455 $3,443,634 ________________ Source: The City of Redondo Beach. Wastewater Enterprise Users The following table provides a summary of the type and number of connections and parcels served by the Wastewater Enterprise as of December 31, 2013. TABLE 6 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Number and Category of Connections (as of December 31, 2013) Dwelling Units (DU) User Class Residential Parcels Single Family Dwelling Condominium Dwelling Small Complex of Condos Large Complex of Condos Multi-family Dwellings Multi-family 2-3 Units Multi-family 4+ Units Residential Subtotal Number Connections Percentage Number 8,384 29% 8,384 61.0% 4,581 4,167 16 14 2,080 350 15.0 2.6 2,558 9,186 28,876 9 32 100% 1,150 1,154 13,118 8.4 8.4 95.4% 43 463 61 59 626 13,744 0.3 3.4 0.5 0.4 4.6% 100.0% Non-residential Parcels Mixed Use Commercial Industrial Institutional Non-residential Subtotal Total ________________ Source: The City of Redondo Beach. 19 Percentage The following table provides a summary of the historical number of connections for the Wastewater Enterprise based on type of customer for the last five fiscal years. TABLE 7 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Number of Historical Connections by Type (as of June 30) Type of Customer 2008-09 2009-10 2010-11 2011-12 2012-13 Residential Industrial Commercial Institutional Mixed Use 13,102 66 464 89 43 13,107 61 462 61 43 13,109 56 466 58 42 13,105 61 457 61 43 13,106 61 463 59 43 13,764 13,734 13,731 13,727 13,732 Total ____________________________ Source: The City of Redondo Beach. As the majority of the City is residential, no one individual user tends to have a dominating influence either on the revenues or operations of the Wastewater Enterprise. In 2012-13, residential customers accounted for approximately 76% of total sewage discharge while commercial and nonresidential customers accounted for 24%. In 2012-13, residential customers accounted for approximately 83% of total revenue and commercial and non-residential customers accounted for approximately 17% of total revenues. The Wastewater Enterprise does not meter usage. Usage is estimated for non-residential customers, based upon water use which is metered. The following table lists the top ten users of the Wastewater Enterprise as measured by charges, including their classification of use, 100 cubic feet per day (based on water usage) and percentage of total billed revenue. The ten largest customers of the Wastewater Enterprise as measured by charges for the Fiscal Year ended June 30, 2013, were responsible for approximately 10% of Wastewater Enterprise revenue during such period. TABLE 8 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Ten Largest Customers Fiscal Year ended June 30, 2013 Account Name AES Redondo Beach LLC City of Redondo Beach Leased Properties Redondo Beach Unified – South Bay Union High Northrop Grumman Systems Beach Cities Health District Crown Plaza Holiday Inn Redondo Beach Unified – Washington & Adams Redondo Beach Unified – Alta Vista School Marina Way Mole B Village at Redondo Type of Use Usage (ccf) Billed Amount % of Revenue Power Plant Harbor Facilities Education Aerospace Health Hotel Education Education Harbor Facilities Apartment 146,871 28,890 27,009 25,340 18,275 16,985 16,295 13,640 12,910 12,047 $165,964 32,646 30,520 28,634 20,630 19,103 18,413 15,413 14,588 13,613 4.7% 0.9 0.9 0.8 0.6 0.5 0.5 0.4 0.4 0.4 10.1% ________________ Source: The City of Redondo Beach. 20 The Wastewater Enterprise’s top customer, AES Redondo Beach LLC (AES), has stated its intention to remove the existing power plant within the City and replace it with a smaller, cleaner and more efficient natural gas power plant to address recent changes to California environmental law requiring power plants to significantly reduce the use of ocean water for cooling. According to AES, a new modern plant would use 12 acres of land, just 25% of the existing plant footprint, leaving 75% for reuse as waterfront restaurants, shops, and other mixed use, and such project would typically take 7-10 years. AES is currently in the pre-construction stage, which includes permitting, contract negotiations and financing and is expected to take 3 years. On-site construction, commissioning and startup activities will require about 2½ years; and demolition and removal of the existing plants will begin toward the end of the construction stage and will likely take 3 additional years, according to AES. Rate Setting Process The City is required by the Installment Purchase Agreement to establish rates and charges for the use of the Wastewater Enterprise to produce Net Revenues sufficient to cover the operation and maintenance expenses of the Wastewater Enterprise and so that the Net Revenues are equal to at least 1.20 times the Debt Service due and payable in each fiscal year. In compliance with Proposition 218 User Fees are established or modified by ordinance adopted by a majority vote of the City Council following notice and a public hearing. The City gives written notice to the record owner of each parcel of land affected by the User Fee. The City must then hold a hearing upon the proposed increase at least 45 days after the written notice is mailed, and, if no majority of the property owners of the identified parcels present written protests against the increase, the City may increase the User Fee. No election requiring voter approval is currently mandated for wastewater rate increases by current California law or City ordinance. The current rates and approved rate increase set for July 1, 2014 were the results of compliance with the Proposition 218 process described above. See “Wastewater Rates and Revenues.” Utility rates and charges are reviewed as part of the City’s budgetary process. Once results of operations for the various enterprise funds are known, a determination is made as to whether it is appropriate for rate adjustments to be made. The timing of rate adjustments may or may not coincide with the budget adoption process, but the implications of any rate adjustment are considered in budget development. Each year prior to June 1, the City Manager submits to the City Council a preliminary budget for the fiscal year commencing the following July 1. The preliminary budget includes expected expenditures or expenses, as appropriate, and the means of financing them. Typically, City Council review occurs prior to adoption of the budget and public meetings are conducted in June to obtain citizen comments. The final budget is generally adopted prior to July 1. In each fiscal year, total expenditures of any fund may not exceed the total appropriation for that fund. However, the City Council may amend the budget at any time during the fiscal year by adoption of supplemental appropriations and transfers between funds. Billing and Collection Approximately 93% of the User Fee revenue is collected through the County tax roll and is a separate item on the property tax bill. The remaining 7% is collected through a hand-bill process. The lessees and sublessees within the Harbor area of the City, where the City is the property owner, as well as other public agencies and utilities, are billed quarterly, directly by the City. The City does not actively pursue delinquent accounts on the County tax roll; its remedies consist of recovery of delinquent amounts and penalties when paid or following foreclosure proceedings after five years. The County of Los Angeles has not implemented the Teeter Plan for tax roll collections. Delinquent accounts billed by hand are handled on a case-by-case basis by City staff. For Fiscal Year ending June 30, 2013, the delinquency 21 rate for the Wastewater Enterprise was approximately 2.4%. The City does not anticipate an increase in payment delinquencies. See Table 5 – Historical User Fee Revenues. Comparative Wastewater Rates and Charges The following table shows the City’s monthly User Fee as compared to other nearby cities in Southern California (lowest to highest). TABLE 9 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Comparison of Average Current Monthly Single-Family Sewer User Fee Single-Family Dwelling Monthly User Fee(1) City/Agency Long Beach Inglewood Newport Beach Whittier Torrance Huntington Beach Azusa South Pasadena Redondo Beach Fullerton San Luis Obispo Manhattan Beach Burbank Los Angeles County Average Carlsbad Riverside Carson Santa Monica San Juan Capistrano Laguna Beach $ 7.50 7.50 7.68 7.98 8.71 10.54 10.99 12.92 13.25 13.34 16.25 17.48 22.79 23.59 25.02 25.77 26.61 27.48 27.64 46.75 ________________ (1) Wastewater collection rates only. Assumes 30 day month and average single-family water use of 234 gallons per day. Rates are as of March 1, 2014. Source: The City of Redondo Beach – compiled by survey and review of websites and/or applicable ordinances/resolutions. Impact Fees In June of 1995, the City Council approved the Impact Fee, a wastewater capital facility impact fee on new development. The current rate of the Impact Fee became effective on October 5, 2000. There are no proposed changes to the Impact Fees. The tables below set forth the current Impact Fee and historical collections for the last six fiscal years. In Fiscal Year 2012-13, Impact Fee revenues increased significantly from previous years due to the development of two hotel projects within the City. 22 TABLE 10 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Impact Fee Rates Category Amount Single-family Multi-family Commercial/Industrial Institutional $2,020 per unit $1,415 per unit $1,215 per 1,000 sq. ft. $1,615 per 1,000 sq. ft. ________________ Source: The City of Redondo Beach. TABLE 11 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE Historical Impact Fee Revenues Impact Fee Revenue 2007-08 2008-09 2009-10 $59,183 $17,040 $28,770 ________________ Source: The City of Redondo Beach. 23 2010-11 $32,445 2011-12 $70,395 2012-13 $286,225 Wastewater Enterprise Summary Financial Information The following table presents the audited financial results of the City’s Wastewater Enterprise for the years ending June 30, 2009 through June 30, 2013. Operating Revenues include User Fees and Impact Fees as “sales and service charges,” as well as internal service funds designated as “miscellaneous” paid by the City. TABLE 12 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE FUND Historical Revenues, Expenses and Changes in Net Position Fiscal Years Ending June 30, 2009 through June 30, 2013 2009 Operating Revenues Sales and service charges(1) Miscellaneous(2) Total Operating Revenues 2010 2011 2012 2013 $2,293,090 15,000 $2,308,090 $2,437,816 21,754 $2,459,570 $2,444,086 18,795 $2,462,881 $2,575,279 17,618 $2,592,897 $ 3,738,670(3) 26,041 $ 3,764,711 $ 654,343 100,248 $ 768,143 94,809 $ 698,092 108,014 $ 886,220 128,895 $ 857,931 77,514 25,828 42,157 214,260 260,096 268,901 $1,565,832 33,441 47,946 162,442 529,716 102,772 $1,739,269 30,599 52,959 133,518 789,404 204,736 $2,017,322 34,642 50,506 141,509 1,299,338 204,282 $2,745,392 46,431 52,806 167,115 34,399 202,589 $ 1,438,785 Operating Income (Loss) $ 742,258 $ 720,301 $ 445,559 $ (152,495) $ 2,325,926 Non-Operating Revenue (Exp) Investment income Gain/loss on sale of fixed asset Interest expense Total Non-Operating Rev (Exp) $ 207,922 (526,413) $ (318,491) $ 97,669 (16,398) (468,050) $ (386,779) $ 73,284 (459,650) $ (386,366) $ 16,187 (451,050) $ (434,863) (442,050) $ (442,050) Net Income (Loss) $ 423,767 $ 333,522 $ 59,193 $ (587,358) $ 1,883,876 (385,313) - - Operating Expenses Personnel services Contractual service Supplies, training & memberships Utilities Repairs and Maintenance Capital improvements Depreciation expense Total Operating Expenses Transfers in Transfers out Change in Net Position (Assets) $ 38,454 $ 333,522 $ Fund Balance - July 1 $8,722,911 $8,761,365 Fund Balance - June 30 $8,761,365 $9,094,887 ____________________ (1). Includes User Fees and Impact Fees. (2). Revenues derived from internal service fund amounts charged to and paid by City. (3). Increase due primarily to 2012 User Fee rate increase. Source: The City of Redondo Beach. 24 59,193 3,586 - - $ (583,772) $ 1,883,876 $9,094,887 $9,154,080 $ 8,570,308 $9,154,080 $8,570,308 $10,454,184 The following table shows assets, liabilities and fund equity of the City’s Wastewater Enterprise as of June 30, 2009 through June 30, 2013 as reported in the City’s financial statements. TABLE 13 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE FUND Balance Sheet Fiscal Years Ending June 30, 2009 through 2013 ASSETS Current Assets: Cash and cash equivalents Receivables: Accounts Taxes Due from other governments Prepaid items Deferred charges Restricted: Cash with fiscal agent Total Current Assets Noncurrent Assets: Capital assets: Non-depreciable Depreciable, net Total capital assets Total Noncurrent Assets Total Assets LIABILITIES Liabilities Current Liabilities: Accounts payable Accounts liabilities Unearned revenue Accrued compens. absences Bonds, notes and capital leases Total Current Liabilities Noncurrent Liabilities: Accrued compensated absences Bonds, notes and capital leases Total Non-Current Liabilities Total Liabilities NET POSITION (ASSETS): Investment in capital assets Unrestricted Total Net Position (Assets) 2009 2010 2011 2012 $ 3,539,520 $ 2,768,299 $ 5,009,026 $ 4,353,959 $ 5,625,524 29,874 63,461 109 317,832 35,036 66,852 305,119 34,989 68,411 133 292,406 42,360 122,023 279,693 60,742 56,065 266,979 6,310,835 $10,261,635 6,220,558 $ 9,395,864 4,067,003 $ 9,471,968 4,062,207 $ 8,860,242 4,099,468 $10,108,778 7,992,735 7,992,735 $ 7,992,735 9,043,169 9,043,169 $ 9,043,169 8,838,433 8,838,433 $ 8,838,433 8,634,152 8,634,152 $ 8,634,152 512,111 8,431,563 8,943,674 $ 8,943,674 $18,254,370 $18,439,033 $18,310,401 $17,494,394 $19,052,452 $ $ $ $ $ 146,052 30,116 4,603 237,374 418,145 $ $ 162,219 24,788 4,389 222,626 414,022 $ 59,530 $ 60,546 $ 79,672 21,862 16,039 2,364 207,626 327,563 $ 128,182 22,060 19,757 7,693 212,626 390,318 $ 47,422 $ 48,434 2013 $ 34,763 44,488 4,545 242,626 326,422 $ 64,329 9,118,020 $ 9,165,442 8,953,828 $ 8,953,828 8,682,769 $ 8,742,299 8,445,395 $ 8,505,941 8,207,517 $ 8,271,846 $ 9,493,005 $ 9,334,166 $ 9,156,321 $ 8,924,086 $ 8,598,268 $ 4,977,928 3,783,437 $ 8,761,365 $ 6,145,707 2,949,180 $ 9,094,887 $ 4,000,041 5,154,080 $ 9,154,080 $ 4,013,590 4,556,718 $ 8,570,308 $ 4,592,999 5,861,185 $10,454,184 __________________ Source: The City of Redondo Beach. 25 The following table sets forth the historical calculations for the coverage relating to the 2004 Bonds for fiscal years ending June 30, 2009 through June 30, 2013 pursuant to requirements set forth in the documents relating to the 2004 Bonds. TABLE 14 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE FUND Historical Coverage Calculation Fiscal Years Ending June 30, 2009 through June 30, 2013 2009 2010 2011 2012 2013 Gross Revenues User Fees(1) Miscellaneous (2) Total $ 2,223,654 15,000 $ 2,238,654 $ 2,349,962 21,754 $ 2,371,716 $ 2,357,735 18,795 $ 2,376,530 $ 2,451,455 17,618 $ 2,469,073 $ 3,443,638 26,041 $ 3,469,675 O & M Costs Capital improvements(3) Depreciation expense(3) Total $(1,565,832) 260,096 268,901 $(1,036,836) $(1,739,269) 529,716 102,772 $(1,106,781) $(2,017,322) 789,404 204,736 $(1,023,182) $(2,745,392) 1,299,338 204,282 $(1,241,772) $(1,438,785) 34,399 202,589 $(1,201,797) Net Revenues $ 1,201,818 $ 1,264,934 $ 1,353,348 $ 1,227,301 $ 2,267,878 Debt service $ 676,050 $ 678,050 $ 674,650 $ 676,050 $ 677,050 1.78x 1.87x Coverage Ratios ____________________ 2.01x 1.82x 3.35x (1). Excludes Impact Fees which were not part of Gross Revenues under the 2004 Bond documents. Under the Indenture, Gross Revenues include Impact Fees. (2). Revenues derived from internal service fund amounts charged to and paid by the City. (3). Capital improvements and depreciation expenses are not treated as Operation and Maintenance costs under the 2004 Bond documents and are therefore added back. Source: The City of Redondo Beach. Projected Net Revenues and Coverage Estimates The following table sets forth the City’s estimated Wastewater Enterprise projected revenues and expenditures and resulting projected Net Revenues for the fiscal years ending June 30, 2014 through June 30, 2018. Included within the projected revenues, is the increased User Fees going into effect on July 1, 2014, assumed level capacity usage of Wastewater Enterprise and no increase for City internal service fund revenues (the in lieu amount charged to the City by the Wastewater Enterprise) and other miscellaneous revenue. Included within the projected expenses is an increase of 4% per year for the cost of personnel services, operations and maintenance costs (including the $800,000 increase described in the 2012 City study), internal service fund allocations, and Waste Discharge Requirement (WDR) and Sanitary Sewer Management Plan (SSMP) compliance expenses. Although the City believes that the projections of future operating results of the Wastewater Enterprise are reasonable, there can be no assurance that actual operating results will match the projections due to changes in general economic conditions and similar factors. There can be no assurance that the Wastewater Enterprise will not be adversely affected by future economic conditions, governmental policies or other factors beyond the control of the City. 26 TABLE 15 CITY OF REDONDO BEACH WASTEWATER ENTERPRISE FUND Projected Net Revenues and Coverage Estimates Budget 2013-14 Estimated 2014-15 Estimated 2015-16 Estimated 2016-17 Estimated 2017-18 Gross Revenues User Fees(1) Miscellaneous(2) Other Revenue Total Gross Revenues $4,380,000 26,041 96,000 $4,502,041 $5,412,765 20,000 45,000 $5,477,765 $5,412,765 20,000 45,000 $5,477,765 $5,412,765 20,000 45,000 $5,477,765 $5,412,765 20,000 45,000 $5,477,765 O & M Costs(3) Personnel Maintenance & Operations Internal Service Fund Alloc Minor Capital Outlay WDR SSMP Expense(4) Billing Expense Total O & M Costs 1,001,260 284,072 72,106 15,000 793,835 3,082 $2,169,355 1,101,386 314,159 78,596 15,000 865,280 3,206 $2,377,629 1,145,441 326,725 81,742 15,000 899,891 3,334 $2,472,133 1,191,259 339,794 85,011 15,000 935,887 3,467 $2,570,418 1,238,909 339,794 85,011 15,000 973,320 3,606 $2,655,642 Available Net Revenues $2,332,686 $3,100,136 $3,005,632 $2,907,347 $2,822,123 Debt service $ 662,269 $ 547,460 $ 546,988 $ 544,738 $ 544,538 3.52x 5.66x 5.49x 5.34x 5.18x Coverage Ratio ____________________ (1) Assumes approved rate increase for July 1, 2014 is implemented. (2) Revenues derived from internal service fund amounts charged to and paid by City. (3) Excludes depreciation, interest expense and capital/rehabilitation expenses. Operating expenses include current and projected increase of $800,000 of operation and maintenance expenses as identified in 2012 City study. (4) WDR (Waste Discharge Requirement) and SSMP (Sanitary Sewer Management Plan) expenses imposed by law including additional personnel, training, reports, studies and other government compliance costs. Source: The City of Redondo Beach. Outstanding Wastewater Enterprise Obligations Other than the 2004 Bonds being refunded by the Bonds, the City has no other long-term obligations secured by the Net Revenues. Investments The City has adopted an investment policy (the “Investment Policy”), last reviewed on April 2, 2013, to cover all funds and investment activities of the City, except investments governed by bond indentures and employee deferred compensation funds. A complete copy of the Investment Policy can be found on the City’s website. Pension and Other Post-Employment Benefits The Wastewater Enterprise is allocated a portion of the costs of the City’s employment costs, including benefits. The City provides three Tier 1 defined benefit pension plans – two for safety employees (3% at 55 for Fire and 3% at 50 for Police) and one for miscellaneous employees (2% at 55). 27 Beginning July 2012, two additional Tier 2 defined benefit pension plans were provided – one for safety employees (3% at 55 with a 4.5% employee contribution for Fire and 3% at 55 for Police) and one for miscellaneous employees (2% at 60). Beginning January 2013, pursuant to the California Public Employee’s Pension Reform Act of 2013 (PEPRA), Tier 3 defined benefit pension plans were added, 2.7% at 57 for safety employees and 2% at 62 for miscellaneous employees. These plans are part of the California Public Employees Retirement System (CalPERS), which acts as a common investment and administrative agent for participating public employers within the State. The City makes contributions to the plans based on amounts determined by CalPERS actuaries. On April 17, 2013, CalPERS approved a recommendation to change the CalPERS amortization and rate smoothing policies. Beginning with the June 30, 2013 valuations that set the 2015-16 rates, CalPERS will no longer use an actuarial value of assets and will employ an amortization and smoothing policy that will pay for all gains and losses over a fixed 30-year period with the increases or decreases in the rate spread directly over a 5-year period. For Fiscal Year 2012-13, the City contributed the Tier 1 full-time employees’ required contributions on their behalf and for their account. Tier 2 and Tier 3 plans require most employees to contribute to the cost of their employee contribution. Additionally, as part of the compensation reductions the City negotiated with employee bargaining groups, nearly all employees make a contribution toward the City’s employer contribution to CalPERS. The employer rate for safety employees in Fiscal Year 2012-13 was 40.4%, up from 38.4% in Fiscal Year 2011-12, with the miscellaneous employees’ rate increasing from 14.1% to 14.5%. Rates have increased from Fiscal Year 2012-13 levels for the 2013-14 Fiscal Year to 40.6% for safety employees and 14.9% for miscellaneous employees, and for the 2014-15 Fiscal Year to 43.4% for safety employees and 16.2% for miscellaneous employees. Further increases are expected in the coming years as a result of CalPERS decision to lower the discount rate (rate of return) on its investment portfolio, its announced demographic and actuarial adjustments, and its decision to smooth investment losses from 2008 and 2009 over a period of time. CalPERS projects for Fiscal Year 2015-16 a 46.5% rate for safety employees and a 17.7% rate for miscellaneous employees. The total contribution paid by the City toward pension benefits for Fiscal Year 2012-13 was $10.1 million, which includes the employer and employer-paid member contributions. Approximately 1%, or $98,000, was charged to the Wastewater Fund. The anticipated total City contribution for Fiscal Year 2013-14 is estimated to be approximately $10.8 million and is expected to increase again in Fiscal Year 2014-15. Aside from contributing to CalPERS, the City also contributes to Social Security. The Fiscal Year 2012-13 total cost for Social Security and Medicare coverage was $1.6 million, of which $34,000, or 3.2%, is from the Wastewater Fund. Safety employees do not participate in Social Security and Medicare, except for those employees hired after 1986, who are required to participate in Medicare. The City also provides post-retirement health care benefits to its employees in accordance with agreements reached with various employee bargaining groups. The City pays for retirees’ health care premiums in these plans up to limits established in the agreements with the bargaining units. All post retirement healthcare benefits end at age 65. These payments are paid through an Other Post Employment Benefits (OPEB) trust, which was established by the City in Fiscal Year 2009-10 to comply with GASB 45. The OPEB trust allows the City to prefund actuarially derived OPEB costs that are expected to be incurred in future periods. In Fiscal Year 2012-13, the City contributed $1.3 million to the OPEB trust to cover current and future retiree medical benefits (approximately $24,000 or 1.8% from Wastewater Enterprise); however, future contributions may vary based on future actuarial studies. As of June 30, 2013, the City was providing benefits to 105 participants, none of which were Wastewater employees. 28 CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND FEES Under the California Constitution, the power of initiative is reserved to the voters for the purpose of enacting statutes and constitutional amendments. In the past, the voters have exercised this power from time to time, including through the adoption of Propositions 13 and 218. From time to time other State and local initiative measures could be adopted, affecting the ability of the City to increase revenues and to increase appropriations. Article XIIIA On June 6, 1978, California voters approved Proposition 13, which added Article XIIIA to the California Constitution (“Article XIIIA”). Article XIIIA limits the maximum ad valorem tax on real property to 1% of full cash value thereof, except that additional ad valorem taxes may be levied to pay debt service on indebtedness approved by voters prior to July 1, 1978 and (as a result of an amendment to Article XIIIA approved by California voters on June 3, 1986) on bonded indebtedness for the acquisition or improvement of real property which has been approved on or after July 1, 1978 by two-thirds of the voters voting on such indebtedness. 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.” This full cash value may be increased at a rate not to exceed 2% per year to account for inflation. Article XIIIA has subsequently been amended to permit reduction of the full cash value based in the event of declining property values caused by 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 minor or technical ways. Article XIIIB Article XIIIB of the California State Constitution limits the annual appropriations of the State and of any city, county, school district, authority or other political subdivision of the State to the level of appropriations of the particular governmental entity for the prior fiscal year, as adjusted for changes in the cost of living and population. The “base year” for establishing such appropriations limit is the 1978-79 fiscal year and the limit is to be adjusted annually to reflect changes in population and consumer prices. Adjustments in the appropriations limit of an entity may also be made if (i) the financial responsibility for a service is transferred to another public entity or to a private entity, (ii) the financial sources for the provision of services is transferred from taxes to other revenues, or (iii) the voters of the entity approve a change in the limit for a period of time not to exceed four years. Appropriations subject to Article XIIIB generally include the proceeds of taxes levied by the State or other entity of local government, exclusive of certain State subventions and refunds of taxes. “Proceeds of taxes” include, but are not limited to, all tax revenues and the proceeds to an entity of government from (i) regulatory licenses, user charges, and user fees (but only to the extent such proceeds exceed the cost of providing the service or regulation), and (ii) the investment of tax revenues. Article XIIIB includes a requirement that if an entity’s revenues in any year exceed the amounts permitted to be spent, the excess would have to be returned by revising tax rates or fee schedules over the subsequent two years. Certain expenditures are excluded from the appropriations limit including payments of indebtedness existing or legally authorized as of January 1, 1979, or of bonded indebtedness thereafter approved by the voters and payments required to comply with court or federal mandates which without discretion require an expenditure for additional services or which unavoidably make the providing of existing services more costly. 29 Proposition 218 General. On November 5, 1996, California voters approved Proposition 218, the so-called “Right to Vote on Taxes Act.” Proposition 218 added Articles XIIIC and XIIID to the State Constitution, which affect the ability of local governments to levy and collect both existing and future taxes, assessments, and property-related fees and charges. Proposition 218, which generally became effective on November 6, 1996, changed, among other things, the procedure for the imposition of any new or increased propertyrelated “fee” or “charge,” which is defined as “any levy other than an ad valorem tax, a special tax or an assessment, imposed by a [local government] upon a parcel or upon a person as an incident of property ownership, including user fees or charges for a property related service” (and referred to in this section as a “property-related fee or charge”). Specifically, under Article XIIID, before a municipality may impose or increase any propertyrelated fee or charge, the entity must give written notice to the record owner of each parcel of land affected by that fee or charge. The municipality must then hold a hearing upon the proposed imposition or increase at least 45 days after the written notice is mailed, and, if there is not a majority of the property owners of the identified parcels who present written protests against the proposal, the municipality may impose or increase the property-related fee or charge, without voter approval, for fees or charges for sewer, water, and refuse collection services. Further, under Article XIIID, revenues derived from a property-related fee or charge may not exceed the funds required to provide the “property-related service” and the entity may not use such fee or charge for any purpose other than that for which it imposed the fee or charge. The amount of a propertyrelated fee or charge may not exceed the proportional cost of the service attributable to the parcel, and no property-related fee or charge may be imposed for a service unless that service is actually used by, or is immediately available to, the owner of the property in question. In addition, Article XIIIC provides that “the initiative power shall not be prohibited or otherwise limited in matters of reducing or repealing any local tax, assessment, fee or charge. The power of initiative to affect local taxes, assessments, fees and charges shall be applicable to all local governments and neither the Legislature nor any local government charter shall impose a signature requirement higher than that applicable to statewide statutory initiatives.” Judicial Interpretation of Proposition 218. After Proposition 218 was enacted in 1996, appellate court cases and an Attorney General opinion initially indicated that fees and charges levied for water and wastewater services would not be considered property-related fees and charges, and thus not subject to the requirements of Article XIIID regarding notice, hearing and protests in connection with any increase in the fees and charges being imposed. However, three recent cases have held that certain types of water and wastewater charges could be subject to the requirements of Proposition 218 under certain circumstances. In Richmond v. Shasta Community Services District (9 Cal. Rptr. 3rd 121), the California Supreme Court addressed the applicability of the notice, hearing and protest provisions of Article XIIID to certain charges related to water service. In Richmond, the Court held that connection charges are not subject to Proposition 218. The Court also indicated in dictum that a fee for ongoing water service through an existing connection could, under certain circumstances, constitute a property-related fee and charge, with the result that a local government imposing such a fee and charge must comply with the notice, hearing and protest requirements of Article XIIID. In Howard Jarvis Taxpayers Association v. City of Fresno (March 23, 2005), the California Court of Appeal, Fifth District, concluded that water, sewer and trash fees are property-related fees subject to Proposition 218 and a municipality must comply with Article XIIID before imposing or increasing such 30 fees. The California Supreme Court denied the City of Fresno’s petition for review of the Court of Appeal’s decision on June 15, 2005. In July 2006 the California Supreme Court, in Bighorn-Desert View Water Agency v. Verjil (39 Cal. 4th 205), addressed the validity of a local voter initiative measure that would have (a) reduced a water agency’s rates for water consumption (and other water charges), and (b) required the water agency to obtain voter approval before increasing any existing water rate, fee, or charge, or imposing any new water rate, fee, or charge. The court adopted the position indicated by its statement in Richmond that a public water agency’s charges for ongoing water delivery are “fees and charges” within the meaning of Article XIIID, and went on to hold that charges for ongoing water delivery are also “fees” within the meaning of Article XIIIC’s mandate that the initiative power of the electorate cannot be prohibited or limited in matters of reducing or repealing any local tax, assessment, fee or charge. Therefore, the court held, Article XIIIC authorizes local voters to adopt an initiative measure that would reduce or repeal a public agency’s water rates and other water charges. (However, the court ultimately ruled in favor of the water agency and held that the entire initiative measure was invalid on the grounds that the second part of the initiative measure, which would have subjected future water rate increases to prior voter approval, was not supported by Article XIIIC and was therefore invalid.) The court in Bighorn specifically noted that it was not holding that the initiative power is free of all limitations; the court stated that it was not determining whether the electorate’s initiative power is subject to the statutory provision requiring that water service charges be set at a level that will pay for operating expenses, provide for repairs and depreciation of works, provide a reasonable surplus for improvements, extensions, and enlargements, pay the interest on any bonded debt, and provide a sinking or other fund for the payment of the principal of such debt as it may become due. Current Practice Regarding Rates and Charges. The City’s practice has been to provide public notice of proposed wastewater rate increases through means that include, among others, holding informational presentations at community group meetings, mailings to residential and commercial customers of public hearings on rate increases, and press releases and media campaigns regarding rate increases, followed by public hearings conducted by the City Council. The most recent rate increase was enacted by the City in strict compliance with the procedures mandated by Proposition 218 and Bighorn. Conclusion. It is not possible to predict how courts will further interpret Article XIIIC and Article XIIID in future judicial decisions, and what, if any, further implementing legislation will be enacted. Under the Bighorn case, local voters could adopt an initiative measure that reduces or repeals the City’s rates and charges, though it is not clear whether (and California courts have not decided whether) any such reduction or repeal by initiative would be enforceable in a situation in which such rates and charges are pledged to the repayment of bonds or other indebtedness. There can be no assurance that the courts will not further interpret, or the voters will not amend, Article XIIIC and Article XIIID to limit the ability of local agencies to impose, levy, charge and collect increased fees and charges for wastewater, or to call into question previously adopted wastewater rate increases. Effect of Proposition 218 on the City The general financial condition of the City may be affected by provisions of Article XIIIC and Article XIIID. In particular, provisions of Article XIIIC (i) require taxes for general governmental purposes to be approved by a majority vote and taxes for specific purposes, even if deposited into the General Fund, to be approved by two-thirds vote, (ii) require any general purpose tax which the City imposed, extended or increased, without voter approval, after December 31, 1994, to be approved by majority vote on November 5, 1998 and (iii) provide that all taxes, assessments, fees and charges are subject to reduction or repeal at any time through the initiative process, subject to overriding constitutional principles relating to the impairment of contracts. Provisions of Article XIIID that affect the 31 ability of the City to fund certain services or programs that it may be required or choose to fund include (i) adding notice, hearing, protest and, in some cases, voter approval requirements to impose, increase or extend certain assessments, fees and charges and (ii) adding stricter requirements for finding individualized benefits associated with such levies. The ability of the City to comply with its covenants under the Installment Sale Agreement and to generate Net Revenues sufficient to pay the Installment Payments and, therefore, the principal of and interest on the Bonds may be adversely affected by actions and events outside of the control of the City and may be adversely affected by actions taken (or not taken) under Article XIIIC or Article XIIID by voters, property owners, taxpayers or payers of assessments, fees and charges. Furthermore, any remedies available to the owners of the Bonds upon the occurrence of an event of default under the Installment Sale Agreement are in many respects dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive and time consuming to obtain. In addition to the possible limitations on the ability of the City to comply with its covenants under the Installment Sale Agreement, the rights and obligations under the Bonds and the Indenture may be subject to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting creditors’ rights, to the application of equitable principles, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against cities in the State of California. Based on the foregoing, in the event the City fails to comply with its covenants under the Installment Sale Agreement, including its covenants to generate sufficient Net Revenues, as a consequence of the application of Article XIIIC and Article XIIID, or to pay principal of or interest on the Bonds, there can be no assurance that available remedies will be adequate to fully protect the interests of the holders of the Bonds. Proposition 26 On November 2, 2010, State voters approved Proposition 26 which amended certain sections of Article XIIIC. The proposition attempts to define “tax” as used within Article XIIIC as “any levy, charge, or exaction of any kind imposed by a local government, except the following: (1) a charge imposed for a specific benefit conferred or privilege granted directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of conferring the benefit or granting the privilege; (2) a charge imposed for a specific government service or product provided directly to the payor that is not provided to those not charged, and which does not exceed the reasonable costs to the local government of providing the service or product; (3) a charge imposed for the reasonable regulatory costs to a local government for issuing licenses and permits, performing investigations, inspections, and audits, enforcing agricultural marketing orders, and the administrative enforcement and adjudication thereof; (4) a charge imposed for entrance to or use of local government property, or the purchase, rental, or lease of local government property; (5) a fine, penalty, or other monetary charge imposed by the judicial branch of government or a local government, as a result of a violation of law; (6) a charge imposed as a condition of property development; and (7) assessments and property-related fees imposed in accordance with the provisions of Article XIII D.” The local government bears the burden of proving by a preponderance of the evidence that a levy, charge, or other exaction is not a tax, that the amount is no more than necessary to cover the reasonable costs of the governmental activity, and that the manner in which those costs are allocated to a payor bear a fair or reasonable relationship to the payor’s burdens on, or benefits received from, the governmental activity. The foregoing discussion of Proposition 218 and Proposition 26 should not be considered an exhaustive or authoritative treatment of the provisions of such propositions or the possible effects of Proposition 218 and Proposition 26. Interim rulings, final decisions, legislative proposals and legislative enactments affecting Proposition 218 and Proposition 26 may impact the City’s ability to make debt service payments on the Bonds. The City does not expect to be in a position to control the consideration 32 or disposition of these issues and cannot predict the timing or outcome of any judicial or legislative activity related to these issues. Future Initiatives Articles XIIIC, XIIID and Proposition 26 were adopted as measures that qualified for the ballot pursuant to California’s initiative process. From time to time other initiatives could be proposed and adopted affecting Net Revenues or the City’s ability to increase its rates for wastewater service. See “Proposition 218” above. RISK FACTORS Payment by the City of the Installment Payments and, therefore, of principal of and interest on the Bonds, depends primarily upon the Net Revenues derived from operation of the Wastewater Enterprise. Some of the events which could affect the revenues received by the Wastewater Enterprise are set forth below. The following discussion of risks is not meant to be an exhaustive list of the risks associated with the purchase of the Bonds and the order in which the risks are discussed does not necessarily reflect the relative importance of the various risks. Limited Obligations The Installment Payments are limited obligations of the City and are not secured by a legal or equitable pledge or charge or lien upon any property of the City or any of its income or receipts, except the Net Revenues. The obligation of the City to pay debt service on the Bonds from Net Revenues does not constitute an obligation of the City to levy or pledge any form of taxation or for which the City has levied or pledged any form of taxation. The City is obligated under the Installment Sale Agreement to make Installment Payments solely from Net Revenues. There is no assurance that the City can succeed in operating the Wastewater Enterprise such that the Net Revenues in the future will be sufficient for that purpose. Maintenance and Operation Costs There can be no assurance that the City’s expenses for the Wastewater Enterprise will be consistent with the descriptions in this Official Statement. Changes in technology, changes in quality standards, loss of large customers, increased or decreased development, increases in the cost of operation, or other expenses could require increases in rates or charges in order to comply with the City’s rate covenant in the Installment Sale Agreement. Although the City has covenanted to fix, prescribe, revise and collect rates, fees and charges of the Wastewater Enterprise at certain levels, there can be no assurance that such amounts will be collected in the amounts and at the time necessary to make timely payments with respect to the Bonds. Natural Disasters Any natural disaster or other physical calamity, including earthquake, storms, coastal flooding, tsunami, fires and explosions, strikes, sabotage, riots, and spills of hazardous substances, may have the effect of reducing Gross Revenues through damage to the Wastewater Enterprise and/or adversely affecting the economy of the surrounding area. The Installment Sale Agreement requires the City to maintain insurance or self-insurance, but only if and to the extent available at reasonable cost from reputable insurers. In the event of total loss of the Wastewater Enterprise, there can be no assurance that insurance proceeds will be adequate to redeem all outstanding Bonds or that losses in excess of the insured amount will not occur. The City cannot predict what disasters or force majeure events may occur in the future. 33 Forecasts Although the City believes that the projections herein of future operating results of the Wastewater Enterprise are reasonable, there can be no assurance that actual operating results will match the projections due to changes in general economic conditions and similar factors. In addition, the Wastewater Enterprise and economic development within the service area of the City are subject to federal, State and local regulations. There can be no assurance that the Wastewater Enterprise will not be adversely affected by future economic conditions, governmental policies or other factors beyond the control of the City. Limited Recourse on Default Failure by the City to make Installment Payments constitutes an event of default under the Installment Sale Agreement and the Trustee is permitted to pursue remedies at law or in equity to enforce the City’s obligation to make such payments. Although the Trustee has the right to accelerate the total unpaid principal amount of the Installment Payments, there is no assurance that the City would have sufficient funds to pay the accelerated amounts. The ability of the City to comply with its covenants under the Installment Sale Agreement and to generate Net Revenues sufficient to pay the Installment Payments and, therefore, of principal of and interest on the Bonds, may be adversely affected by actions and events outside of the control of the City and may be adversely affected by actions taken (or not taken) by voters, property owners, taxpayers or persons obligated to pay assessments, fees and charges. Furthermore, the remedies available to the owners of the Bonds upon the occurrence of an event of default under the Installment Sale Agreement are in many respects dependent upon judicial actions which are often subject to discretion and delay and could prove both expensive and time consuming to obtain. Initiatives In recent years several initiative measures have been proposed or adopted which affect the ability of local governments to increase taxes and rates. There is no assurance that the electorate or the State legislature will not at some future time approve additional limitations which could affect the ability of the City to implement rate increases which could reduce Net Revenues and adversely affect the security for the Bonds. See CONSTITUTIONAL LIMITATIONS ON APPROPRIATIONS AND FEES— Proposition 218.” Bankruptcy The rights and remedies provided in the Installment Sale Agreement and the Indenture may be limited by and are subject to the provisions of federal bankruptcy laws, to other laws or equitable principles that may affect the enforcement of creditors’ rights, to the exercise of judicial discretion in appropriate cases and to limitations on legal remedies against public agencies in the State of California. The various opinions of counsel to be delivered with respect to the Bonds, the Installment Sale Agreement and the Indenture, including the opinion of Bond Counsel, will be similarly qualified. If the City were to file a petition under Chapter 9 of the Bankruptcy Code, the Owners of the Bonds and the City could be prohibited from taking any steps to enforce their rights under the Indenture. Regulation The SRWQCB issues orders which establishes the discharge limits and monitoring requirements for the Wastewater Enterprise. The City’s order is a license to operate the Wastewater Enterprise and 34 requires that the City comply with Federal, State, and local laws and regulations. The primary laws that regulate the Wastewater Enterprise are found in the Federal Clean Water Act and the State Porter Cologne Water Act. Generally, Board order compliance costs are stable and do not change significantly from year to year. If the construction of new facilities to the Wastewater Enterprise are required for compliance with a SRWQCB order, a time schedule is usually adopted to allow the City the time to design and build the new facilities. When new Wastewater Enterprise facilities are completed, compliance costs will generally increase during startup. These increased costs, however, are absorbed into the operational funding of the Wastewater Enterprise. Rate studies determine how the compliance costs are passed on to the users of the system. Non-compliance costs with a SRWQCB order can be significant. Most violations of an order, however, if any, are minor or occasional in occurrence and result in minor fines and or penalties. Due to the structure of an order, most non-compliance issues result in multiple violations. No fines have been imposed by SRWQCB over the past 5 years with respect to the Wastewater Enterprise. Through constant monitoring, testing, and operation, operators are able to correct most issues before they escalate into large fines. However, future unaddressed spills or major violations of an order may carry significant fines and increase the cost of operation and maintenance of the Wastewater Enterprise impacting the remaining Net Revenues available to pay Installment Payments and the payment of debt service on the Bonds. IRS Audit of Tax-Exempt Bond Issues The Internal Revenue Service has initiated an expanded program for the auditing of tax-exempt bond issues, including both random and targeted audits. It is possible that the Bonds will be selected for audit by the Internal Revenue Service. It is also possible that the market value of the Bonds might be affected as a result of such an audit of the Bonds (or by an audit of similar bonds). Tax Exemption The Authority and the City have covenanted that they will take all actions necessary to assure the exclusion of interest with respect to the Bonds from the gross income of the Owners of the Bonds to the same extent as such interest is permitted to be excluded from gross income under the Internal Revenue in the gross income of the Owners thereof for federal tax purposes. See “TAX MATTERS.” Additional Obligations The Installment Sale Agreement permits the incurrence of obligations by the City secured by Net Revenues on a parity basis or a subordinate basis to the Installment Sale Agreement. Such additional obligations would increase debt service payable from Net Revenues and could adversely affect debt service coverage with respect to the Bonds. In such event, however, the Rate Covenant will remain in effect. See “SECURITY FOR THE BONDS—Rate Covenant.” Secondary Market There can be no guarantee that there will be a secondary market for the Bonds or, if a secondary market exists, that any 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 then-prevailing circumstances. Such prices could be substantially different from the original purchase price. 35 THE FINANCING AUTHORITY The Redondo Beach Community Financing Authority was established pursuant to a Joint Exercise of Powers Agreement dated July 2, 2012, by and between the City and the Redondo Beach Parking Authority (the “Joint Powers Agreement”). The Joint Powers Agreement was entered into pursuant to the provisions of Articles 1, 2 and 4, Chapter 5, Division 7, Title 1 of the California Government Code. The Financing Authority was created for the primary purpose of assisting the financing or refinancing of certain capital improvements for its members. The Financing Authority is administered by a governing board comprised of all of the individuals who currently are the Mayor and the members of the City Council of the City. The Financing Authority has no independent staff. The Executive Director of the Financing Authority is the City Manager of the City, and the Treasurer of the Financing Authority is the Treasurer of the City. The Executive Director serves as Chief Executive Officer of the Financing Authority, and the Treasurer has custody of all money of the Financing Authority from whatever source. CONTINUING DISCLOSURE The City has covenanted for the benefit of owners of the Bonds to provide certain financial information and operating data relating to the City by not later than 9 months after the end of the City’s fiscal year (presently June 30) in each year commencing with its report for the 2013-14 fiscal year (the “Annual Report”) and to provide notices of the occurrence of certain enumerated events. The Annual Report will be filed by the Dissemination Agent on behalf of the City with the Municipal Securities Rulemaking Board (the “MSRB”). The notices of enumerated events will be filed by the Trustee on behalf of the City with the MSRB. These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12 (the “Rule”). The specific nature of the information to be contained in the Annual Report or the notices of enumerated events by the City is summarized in “APPENDIX F – FORM OF CONTINUING DISCLOSURE AGREEMENT.” The City has a continuing disclosure requirement in relation to the 2004 Bonds, and, along with the Redondo Beach Redevelopment Agency (and successor agency) (the “Agency”), in relation to the $7,645,000 Redondo Beach Community Financing Authority Refunding Revenue Bonds, 2008 Series A (South Bay Center Redevelopment Project) (the “2008 Bonds”). The Agency has a continuing disclosure requirement in relation to the $2,965,000 Redondo Beach Public Financing Authority Refunding Revenue Bonds, Series 2001 (Redevelopment Agency of the City of Redondo Beach – Redondo Pier Reconstruction Refinancing Project) (the “2001 Bonds”). The City and the Agency failed to file the 2011-12 annual reports for the above-referenced bonds in a timely manner. In addition, the City omitted information on the ten largest users of the Wastewater Enterprise from its annual reports for the 2004 Bonds. The City and the Agency failed to file notices regarding the downgrade of the MBIA rating or upgrades of the 2004 Bonds and 2008 Bonds. Although the City and the Agency did not timely file complete annual reports for its previous undertakings with regard to the Rule, the City has subsequently made the requisite filings with the dissemination agents, and the dissemination agents have subsequently posted those filings with the MSRB, and the City is currently in compliance with respect to its continuing disclosure obligations, and has implemented procedures to ensure timely filing of its complete Annual Reports and Material Event Notices, consistent with the respective Continuing Disclosure undertakings, in the future. It has been, and will continue to be, the practice of the City to include the required information required to be provided on the Wastewater Enterprise in the statistical section of the City’s comprehensive audited financial reports. 36 LEGAL OPINION Fulbright & Jaworski LLP, a limited liability partnership registered under the laws of Texas, is acting as Bond Counsel and also Disclosure Counsel to the Financing Authority. Each of Fulbright & Jaworski LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLPd and Norton Rose Fulbright South Africa (incorporated as Deneys Reitz, Inc.) is a separate legal entity and is a member of Norton Rose Fulbright Verein, a Swiss Verein. Norton Rose Fulbright Verein helps coordinate the activities of its members, but does not itself provide legal services to clients. The issuance of the Bonds is subject to the approving opinion of Fulbright & Jaworski LLP, as Bond Counsel, to be delivered in substantially the form set forth in APPENDIX E herein. Fulbright & Jaworski LLP, in its role as Bond Counsel, has undertaken no responsibility to the owners of the Bonds for the accuracy, completeness or fairness of this Official Statement or any other offering material related to the Bonds, and expresses no opinion to the Owners with respect thereto. Certain legal matters also will be passed upon for the City and the Financing Authority by Michael W. Webb, Esq., as City Attorney and the Financing Authority Counsel, respectively, for the Financing Authority by Fulbright & Jaworski LLP, a member of Norton Rose Fulbright, as Disclosure Counsel to the Financing Authority, and for the Underwriter by Stradling, Yocca, Carlson & Rauth, A Professional Corporation. The compensation of Fulbright & Jaworski LLP for this issue is contingent on the successful sale of the Bonds. FINANCIAL ADVISOR The Authority has retained The PFM Group as financial advisor (the “Financial Advisor”) in connection with the issuance of the Bonds. The Financial Advisor has not been engaged, nor have they undertaken, to audit, authenticate or otherwise verify the information set forth in the Official Statement, or any other related information available to the Authority or the City, with respect to accuracy and completeness of disclosure of such information. The Financial Advisor has reviewed this Official Statement but makes no guaranty, warranty or other representation respecting accuracy and completeness of the information contained in this Official Statement. TAX MATTERS Tax Exemption The Internal Revenue Code of 1986 (the “Code”) imposes certain requirements that must be met subsequent to the issuance and delivery of the Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. Noncompliance with such requirements could cause the interest on the Bonds to be included in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issuance of the Bonds. The Financing Authority has covenanted to maintain the exclusion of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes. In the opinion of Fulbright & Jaworski LLP, Los Angeles, California, Bond Counsel, a member of Norton Rose Fulbright, under existing statutes, regulations, rulings and court decisions, interest on the Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the covenants mentioned herein, interest on the Bonds is excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. In the further opinion of Bond Counsel, under existing statutes, regulations, rulings and court decisions, the Bonds are not “specified private activity bonds” within the meaning of section 57(a)(5) of the Code and, therefore, interest on the Bonds will not be treated as an item of tax preference for purposes of computing the alternative minimum tax imposed by section 55 of the Code. Receipt or accrual of interest on Bonds owned by a corporation may affect the computation of the alternative minimum taxable income. A 37 corporation’s alternative minimum taxable income is the basis on which the alternative minimum tax imposed by section 55 of the Code will be computed. Pursuant to the Indenture and in the Tax Certificate Pertaining to Arbitrage and Other Matters under Sections 103 and 141-150 of the Internal Revenue Code of 1986, to be delivered by the City and the Financing Authority in connection with the issuance of the Bonds, the City and the Financing each Authority will make representations relevant to the determination of, and will make certain covenants regarding or affecting, the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes. In reaching its opinions described in the immediately preceding paragraph, Bond Counsel will assume the accuracy of such representations and the present and future compliance by the City and the Financing Authority with such covenants. Except as stated in this section above, Bond Counsel will express no opinion as to any federal or state tax consequence of the receipt of interest on, or the ownership or disposition of, the Bonds. Furthermore, Bond Counsel will express no opinion as to any federal, state or local tax law consequence with respect to the Bonds, or the interest thereon, if any action is taken with respect to the Bonds or the proceeds thereof predicated or permitted upon the advice or approval of other counsel. Bond Counsel has not undertaken to advise in the future whether any events after the date of issuance of the Bonds may affect the tax status of interest on the Bonds or the tax consequences of the ownership of the Bonds. Bond Counsel’s opinion is not a guarantee of a result, but represents its legal judgment based upon its review of existing statutes, regulations, published rulings and court decisions and the representations and covenants of the Financing Authority described above. No ruling has been sought from the Internal Revenue Service (the “Service”) with respect to the matters addressed in the opinion of Bond Counsel, and Bond Counsel’s opinion is not binding on the Service. The Service has an ongoing program of auditing the tax-exempt status of the interest on municipal obligations. If an audit of the Bonds is commenced, under current procedures the Service is likely to treat the Financing Authority as the “taxpayer,” and the owners would have no right to participate in the audit process. In responding to or defending an audit of the tax-exempt status of the interest on the Bonds, the Financing Authority may have different or conflicting interest from the owners. Public awareness of any future audit of the Bonds could adversely affect the value and liquidity of the Bonds during the pendency of the audit, regardless of its ultimate outcome. Existing law may change to reduce or eliminate the benefit to bondholders of the exemption of interest on the Bonds from personal income taxation by the State of California or of the exclusion of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes. Any proposed legislation or administrative action, whether or not taken, could also affect the value and marketability of the Bonds. Prospective purchasers of the Bonds should consult with their own tax advisors with respect to any proposed or future changes in tax law. A copy of the form of opinion of Bond Counsel relating to the Bonds is included in APPENDIX E. Tax Accounting Treatment of Bond Premium and Original Issue Discount on Bonds To the extent that a purchaser of a Bond acquires that Bond at a price in excess of its “stated redemption price at maturity” (within the meaning of section 1273(a)(2) of the Code), such excess will constitute “bond premium” under the Code. Section 171 of the Code, and the Treasury Regulations promulgated thereunder, provide generally that bond premium on a tax-exempt obligation must be amortized over the remaining term of the obligation (or a shorter period in the case of certain callable obligations); the amount of premium so amortized will reduce the owner’s basis in such obligation for federal income tax purposes, but such amortized premium will not be deductible for federal income tax 38 purposes. Such reduction in basis will increase the amount of any gain (or decrease the amount of any loss) to be recognized for federal income tax purposes upon a sale or other taxable disposition of the obligation. The amount of premium that is amortizable each year by a purchaser is determined by using such purchaser’s yield to maturity. The rate and timing of the amortization of the bond premium and the corresponding basis reduction may result in an owner realizing a taxable gain when its Bond is sold or disposed of for an amount equal to or in some circumstances even less than the original cost of the Bond to the owner. The excess, if any, of the stated redemption price at maturity of Bonds of a maturity over the initial offering price to the public of the Bonds of that maturity is “original issue discount.” Original issue discount accruing on a Bond is treated as interest excluded from the gross income of the owner thereof for federal income tax purposes and is exempt from California personal income tax to the same extent as would be stated interest on that Bond. Original issue discount on any Bond purchased at such initial offering price and pursuant to such initial offering will accrue on a semiannual basis over the term of the Bond on the basis of a constant yield method and, within each semiannual period, will accrue on a ratable daily basis. The amount of original issue discount on such a Bond accruing during each period is added to the adjusted basis of such Bond to determine taxable gain upon disposition (including sale, redemption or payment on maturity) of such Bond. The Code includes certain provisions relating to the accrual of original issue discount in the case of purchasers of Bonds who purchase such Bonds other than at the initial offering price and pursuant to the initial offering Persons considering the purchase of Bonds with original issue discount or initial bond premium should consult with their own tax advisors with respect to the determination of original issue discount or amortizable bond premium on such Bonds for federal income tax purposes and with respect to the state and local tax consequences of owning and disposing of such Bonds. Other Tax Consequences Although interest on the Bonds may be exempt from California personal income tax and excluded from the gross income of the owners thereof for federal income tax purposes, an owner’s federal, state or local tax liability may be otherwise affected by the ownership or disposition of the Bonds. The nature and extent of these other tax consequences will depend upon the owner’s other items of income or deduction. Without limiting the generality of the foregoing, prospective purchasers of the Bonds should be aware that (i) section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds and the Code contains additional limitations on interest deductions applicable to financial institutions that own tax-exempt obligations (such as the Bonds), (ii) with respect to insurance companies subject to the tax imposed by section 831 of the Code, section 832(b)(5)(B)(i) reduces the deduction for loss reserves by 15% of the sum of certain items, including interest on the Bonds, (iii) interest on the Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by section 884 of the Code, (iv) passive investment income, including interest on the Bonds, may be subject to federal income taxation under section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the gross receipts of such Subchapter S corporation is passive investment income, (v) section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining the taxability of such benefits, receipts or accruals of interest on the Bonds and (vi) under section 32(i) of the Code, receipt of investment income, including interest on the Bonds, may disqualify the recipient thereof from obtaining the earned income credit. Bond Counsel will express no opinion regarding any such other tax consequences. The Internal Revenue Code of 1986 (the “Code”) imposes certain requirements that must be met subsequent to the issuance and delivery of the Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax 39 purposes. Noncompliance with such requirements could cause the interest on the Bonds to be included in the gross income of the owners thereof for federal income tax purposes retroactive to the date of issuance of the Bonds. The Financing Authority and the City have covenanted to maintain the exclusion of the interest on the Bonds from the gross income of the owners thereof for federal income tax purposes. NO LITIGATION There is no action, suit, or proceeding known by the Financing Authority or the City to be pending or threatened at the present time restraining or enjoining the delivery or in any way contesting or affecting the validity of the Bonds, the Indenture, the Installment Sale Agreement or any proceedings of the Financing Authority or the City taken with respect to the execution or delivery thereof. RATING Moody’s Investors Service, Inc. has assigned the Bonds a rating of “Aa2.” Such ratings reflect only the views of such organization and any desired explanation of the significance of such ratings should be obtained from Moody’s, at the following address: Moody’s Investors Service, Inc., 7 World Trade Center, 250 Greenwich Street, New York, NY 10007. The City and the Financing Authority have furnished to Moody’s certain materials and information with respect to the Financing Authority, the City and the Bonds. Generally, a rating agency bases its rating on the information and materials furnished to it and on investigations, studies and assumptions of its own. There is no assurance such ratings will continue for any given period of time or that such ratings will not be revised downward or withdrawn entirely by the rating agency, if in the judgment of such rating agency, circumstances so warrant. The Financing Authority, the City and the Underwriter have undertaken no responsibility to oppose any such proposed revision or withdrawal. Any such downward change in or withdrawal of the ratings might have an adverse effect on the market price or marketability of the Bonds. UNDERWRITING The Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated (the “Underwriter”) pursuant to a Bond Purchase Agreement among the Underwriter, the Financing Authority and the City (the “Purchase Agreement”). The Underwriter has agreed to purchase all of the Bonds for an aggregate purchase price of $7,721,031.09, subject to certain conditions set forth in the Purchase Agreement. The purchase price for the Bonds reflects a net original issue premium of $525,117.45 and an underwriter’s discount of $34,086.36. The Underwriter may offer and sell the Bonds to certain dealers (including dealers depositing Bonds into investment trusts), dealer banks, banks acting as agent and others at prices lower than said public offering prices. BANK QUALIFICATION Section 265 of the Code provides, in general, that interest expense to acquire or carry tax-exempt obligations is not deductible from the gross income of the owner of such obligations. In addition, section 265 of the Code generally disallows 100% of any deduction for interest expense that is incurred by “financial institutions” described in such section and is allocable, as computed in such section, to taxexempt interest on obligations acquired after August 7, 1986. The disallowance does not apply to interest expense allocable to tax-exempt obligations (other than private activity bonds that are not qualified 501(c)(3) bonds) that are designated by an issuer as “qualified tax-exempt obligations.” An issuer may designate obligations as “qualified tax-exempt obligations” only if the amount of the issue of which they are a part, when added to the amount of all other tax-exempt obligations (other than private activity bonds that are not qualified 501(c)(3) obligations and other than certain refunding bonds) issued or reasonably anticipated to be issued by the issuer during the same calendar year, does not exceed $10,000,000. 40 The Authority has designated the Bonds as “qualified tax-exempt obligations” and has certified its expectation that the above-described $10,000,000 ceiling will not be exceeded. Accordingly, it is anticipated that financial institutions that purchase the Bonds will not be subject to the 100% disallowance of interest expense allocable to interest on the Bonds under section 265(b) of the Code. However, the deduction for interest expense incurred by a financial institution that is allocable to the interest on the Bonds will be reduced by 20% pursuant to section 291 of the Code. VERIFICATION OF MATHEMATICAL COMPUTATIONS The Verification Agent will deliver a report stating that the firm has verified the accuracy of mathematical computations concerning the adequacy of the uninvested cash initially deposited in the Escrow Fund to pay the interest due with respect to the 2004 Bonds to and including the Redemption Date, and to pay on the Redemption Date the Redemption Price thereof. The report of the Verification Agent will include the statement that the scope of its engagement was limited to verifying the mathematical accuracy of the computations contained in such schedules provided to it and that the Verification Agent has no obligation to update its report because of events occurring, or data or information coming to its attention, after the date of its report. MISCELLANEOUS All quotations from, and summaries and explanations of the Indenture, the Installment Sale Agreement, the Bonds or other documents contained herein do not purport to be complete, and reference is made to said documents and statutes for full and complete statements of their provisions. This Official Statement is submitted only in connection with the sale of the Bonds by the Financing Authority. All estimates, assumptions, statistical information and other statements contained herein, while taken from sources considered reliable, are not guaranteed by the Financing Authority, the City or the Underwriter. The information contained herein should not be construed as representing all conditions affecting the Financing Authority, the City or the Bonds. 41 All information contained in this Official Statement pertaining to the Financing Authority and the City has been furnished by the Financing Authority and the City and the execution and delivery of this Official Statement has been duly authorized by the Financing Authority and the City. REDONDO BEACH COMMUNITY FINANCING AUTHORITY By: /s/ Peter Grant Acting Executive Director CITY OF REDONDO BEACH By: 42 /s/ Peter Grant Acting City Manager APPENDIX A THE CITY OF REDONDO BEACH General The City was incorporated in 1892 and adopted a charter in 1949. The City is located on the coastal edge of Los Angeles County, approximately 20 miles from downtown Los Angeles and approximately 7 miles south of Los Angeles International Airport and spans 6.3 square miles. The City’s population as of January 1, 2013 is 67,396. The City remains a mostly residential, non-industrial community. It is a highly-educated, upscale community where the median cost of a home is over $800,000 as calculated by Zillow in December 2013. The City provides a full range of municipal services. These include public safety (police and fire protection); recreation and community services; library; parks; maintenance and improvement of streets and infrastructure; planning and zoning; housing; economic development; transit and general government. The City also operates and maintains a large recreational and commercial harbor, including King Harbor, a 1,509-slip recreational boating harbor; the Redondo Beach Pier and Seaside Lagoon; and a bathing and surfing beach. The City has significant areas of employment and retail activity in the northern industrial complex anchored by Northrop Grumman, while the South Bay Galleria anchors the east end of the City. The Harbor/Pier and the Riviera Village made up of specialty shops and services is located at the south end of the City. City Government The City is divided into five districts and under a Council-Manager form of government. One councilperson is elected from each district and serves four year overlapping terms at elections held every two years. Each councilperson has a limit of two full terms. The Mayor is elected from the City at large, and is also limited to two full terms. Other elected officials are the City Treasurer, City Attorney and the City Clerk, serving terms of four years, but can be re-elected an unlimited number of times. The City Council is responsible for, among other things, passing ordinances, adopting the budget, and appointing the City Manager. The members of the City Council and expiration dates of their respective terms are as follows: Council Member District Term Expires Steve Aspel, Mayor Jeff Ginsburg, Councilmember Bill Brand, Councilmember Pat Aust, Councilmember Steve Sammarco, Councilmember Matthew J. Kilroy, Councilmember District 1 District 2 District 3 District 4 District 5 April 2017 April 2017 April 2017 April 2015 April 2017 April 2015 In addition to sitting as the governing board of the City, the Mayor and the City Council act as the Board of Directors for various component units of the City, including the Financing Authority, the Housing Authority, and the Successor Agency to the Redevelopment Agency of the City of Redondo Beach. The City Manager is responsible for carrying out the policies and ordinances of the City Council and for appointing heads of the City’s various departments. A-1 City full-time employees numbered 431 as of June 30, 2013, of which 155 are assigned to the Police Department and 96 are sworn employees. There are 60 sworn employees in the Fire Department. The Fire Department has three (3) stations. Current City Management staff include the following: William P. Workman, City Manager. William P. Workman was appointed by the Redondo Beach City Council to serve as City Manager effective January 2005. Under the City’s council/manager form of government, the City Manager serves as the chief operating officer of the City. Prior to working for the City, Mr. Workman served as Assistant City Administrator for the City of Huntington Beach, and City Manager for the City of Corona. Mr. Workman is a member of the South Bay City Manager’s Association (Immediate Past President), Chairman of the Redondo City Manager’s Harbor & Pier, and Riviera Village Stakeholders Working Groups, and an Executive Board Member of the Redondo Beach Roundtable. Mr. Workman has a Bachelors of Arts degree in Geography and History from California State University, Fullerton, and a Masters in Public Administration from University of Southern California. He is also an Ex-Officio Board Member of the Redondo Beach Chamber of Commerce. Craig Koehler, Finance Director. Craig Koehler has served as Finance Director for the City since 2013. Prior to working for the City, Mr. Koehler served as the Interim Finance Director for the City of El Monte. Prior to this, Mr. Koehler was employed as a Director of Finance and Treasurer for a Special Water District for three years, and Chief Financial Officer for a Joint Power Authority for approximately 7 years. Mr. Koehler has more than 30 years of experience in finance. Mr. Koehler received a Bachelor of Science degree in Business Administration from California State University, Long Beach, and has also earned certification in advanced governmental accounting. Mr. Koehler is a member of the California State Municipal Finance Officers Association, and the Government Finance Officers Association of the United States. Mike Witzansky, Public Works Director. Mr. Witzansky has served as Public Works Director for the City since July 2010 and prior to that served as the City’s Recreation and Community Services Director beginning in January 2006. Before working for the City, Mr. Witzansky served as an Administrative Analyst and Senior Business Manager for the City of Torrance for approximately six years. Mr. Witzansky received a Bachelor of Arts degree in Politics from Pomona College. Mr. Witzansky is a member of the American Public Works Association and is currently the Chairman of the Board of Directors for the Torrance Community Credit Union. A-2 Income A yearly comparison of the total person income and per capita income for the last ten reported years for the County of Los Angeles is set forth in the table below. COUNTY OF LOS ANGELES INCOME DEMOGRAPHICS Calendar Year 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 Personal Income (000,000s) Per Capita Personal Income $309,827 326,402 346,053 373,322 390,296 413,317 402,281 410,675 420,913 443,006 $31,611 33,167 35,147 37,991 39,794 42,195 40,867 41,791 42,564 44,474 ____________________ Source: State of California Employment Development Department. Population The City’s population as of January 1, 1990 was 60,400, and as of January 1, 2000, was 63,261, an increase of 4.7%. The City’s population increased approximately 2% between 2004 and 2013. The following table shows the population of the City and the County for the last ten years, as of January 1 of each year. POPULATION STATISTICS Year City of Redondo Beach Los Angeles County 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 66,008 65,931 65,782 65,738 65,839 66,162 66,716 66,895 67,041 67,396 9,806,944 9,816,153 9,798,609 9,780,808 9,785,474 9,801,096 9,822,121 9,847,712 9,889,520 9,958,091 ____________________ Source: U.S. Department of the Census and the California State Department of Finance. A-3 Construction Activity The value of building permits issued in the City in 2013 totaled $78,769,000. Approximately 6% of the building permits issued over the last five years were for new residential construction. The following table presents building permit valuations for the City from calendar year 2009 through 2013. CITY OF REDONDO BEACH BUILDING PERMIT VALUATIONS Type of Permit: Valuation ($000) Residential Other Additions Alterations Non-Residential Total Valuation # new residential units: # of Total Permits 2009 2010 2011 2012 2013 $10,608 1,141 7,605 16,398 $35,752 34 867 $ 4,898 5,518 5,184 24,773 $40,373 19 827 $14,607 1,247 9,352 12,989 $38,195 50 1,158 $18,813 953 10,585 34,559 $64,910 67 1,036 $21,832 31,528 10,629 14,780 $78,769 70 1,166 ____________________ Source: City of Redondo Beach Building Department. Employment and Industry The service industries, notably hotels, restaurants and retail trade, account for a large proportion of the labor force within the City. Small manufacturing firms, primarily electronics, finance, insurance and real estate are the other major sectors of employment. The aerospace industry is also represented in the City by Northrop Grumman located in the northern industrial area of the City. The civilian labor force, employment and unemployment for the City, County and State, as well as average employment by industry for the County, for the years 2008 through 2013, are outlined in the following tables. A-4 CITY OF REDONDO BEACH, LOS ANGELES COUNTY AND STATE OF CALIFORNIA LABOR FORCE, EMPLOYMENT AND UNEMPLOYMENT Yearly Average for Years 2008 through 2013 Year Area Civilian Labor Force Employed Unemployed 2008 City of Redondo Beach Los Angeles County California United States 46,100 4,936,000 18,207,300 154,287,000 44,300 4,566,900 16,893,900 145,362,000 1,800 369,100 1,313,500 8,924,000 3.9% 7.5 7.2 5.8 2009 City of Redondo Beach Los Angeles County California United States 44,800 4,936,000 18,207,300 154,287,000 42,000 4,566,900 16,893,900 145,362,000 2,800 369,100 1,313,500 8,924,000 6.2% 11.6 11.3 9.3 2010 City of Redondo Beach Los Angeles County California United States 44,000 4,911,900 18,330,500 153,889,000 41,600 4,294,200 16,063,500 139,064,000 3,000 617,700 2,267,000 14,825,000 6.7% 12.6 12.4 9.6 2011 City of Redondo Beach Los Angeles County California United States 44,800 4,927,200 18,404,500 153,617,000 41,900 4,323,000 16,237,300 139,869,000 2,900 604,200 2,167,200 13,747,000 6.6% 12.3 11.8 8.9 2012 City of Redondo Beach Los Angeles County California United States 44,700 4,879,700 18,320,200 154,974,000 42,100 4,345,700 16,560,300 142,469,000 2,000 534,000 1,934,500 12,506,000 5.8% 11.0 10.5 8.1 City of Redondo Beach Los Angeles County California United States ____________________ 45,700 4,960,300 18,596,800 155,389,000 43,300 4,470,700 16,933,300 143,929,000 2,400 489,600 1,663,500 11,460,000 5.2% 9.90 8.9 7.4 2013 Source: State of California Employment Development Department. A-5 Unemployment Rate LOS ANGELES COUNTY ANNUAL AVERAGE EMPLOYMENT BY INDUSTRY 2008 through 2012 2008 Agriculture Non-Agriculture Construction and Mining Manufacturing Trade, Transportation and Utilities Information Professional & Business Services Leisure & Hospitality Other Services Government Total All Industries ____________________ 2009 2010 2011 2012 6,900 6,200 6,200 5,600 5,400 4,070,700 3,824,100 3,772,500 3,797,100 3,864,300 149,600 121,400 108,600 109,000 113,000 434,500 389,200 373,200 366,800 365,700 803,300 742,600 739,300 747,700 762,000 210,300 191,200 191,500 191,900 190,300 582,600 529,800 527,500 542,900 567,200 401,600 385,600 384,800 394,600 414,000 146,100 137,900 136,700 136,900 140,700 603,700 595,800 579,600 565,500 556,800 4,077,600 3,830,300 3,778,700 3,802,700 3,869,700 Totals may not add up due to rounding. Source: State of California Employment Development Department. Major Employers The following table shows major employers in the City for the Fiscal Year ended June 30, 2013. CITY OF REDONDO BEACH PRINCIPAL EMPLOYERS June 30, 2013 Name of Company Northrop Grumman Redondo Beach Unified School District City of Redondo Beach Crown Plaza (Holiday Inn) The Cheesecake Factory U.S. Post Office Nordstrom, Inc. Target Store DHL Global Forwarding Macy’s Employees % of Total Employment w/in City 5,645 995 431 339 261 260 254 217 206 206 16.33% 2.88 1.25 0.98 0.76 0.75 0.73 0.63 0.60 0.60 _____________________________ Source: City of Redondo Beach. A-6 Assessed Valuation Local secured assessed valuations in the City increased approximately 54% between fiscal years 2004 and 2013. The table below presents the assessed valuations in the City from 2004 to 2013. CITY OF REDONDO BEACH ASSESSED VALUATION OF TAXABLE PROPERTY Last Five Fiscal Years Ending June 30 Fiscal Years (Ending) 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Assessed Value $ 7,806,803,523 8,226,139,068 9,069,569,628 10,009,448,728 10,702,653,367 11,277,756,486 11,366,238,160 11,615,436,098 11,761,105,629 12,050,139,612 ____________________ Source. County of Los Angeles Assessor’s Office. Economic and other factors beyond the City’s control, such as economic recession, deflation or land values, or the complete or partial destruction of taxable property caused by, among other eventualities, earthquake, flood or other natural disaster could cause a deduction in the assessed value of taxable property in the City. CITY OF REDONDO BEACH PROPERTY TAX LEVIES AND COLLECTIONS Last Ten Fiscal Years Ending June 30 Fiscal Year Total Tax Levy 2004 $16,229,288 2005 19,327,612 2006 19,954,589 2007 21,893,557 2008 23,253,318 2009 24,948,068 2010 25,278,747 2011 25,809,271 2012 26,025,500 2013 27,652,911 ____________________ Current Tax Collections Percent of Levy Collected $15,968,858 18,856,789 19,442,404 21,130,547 22,214,291 23,904,011 24,462,121 25,195,837 25,493,811 27,193,269 98.40% 97.56 97.43 96.51 95.53 95.82 96.77 97.62 97.96 98.34 Source: County of Los Angeles Auditor/Controller. A-7 Delinquent Tax Collections Total Tax Collections Total Collections as Percent of Current Levy 506,977 459,220 455,758 477,535 646,294 1,156,615 1,204,949 1,083,378 799,155 789,478 $16,475,835 19,316,009 19,898,162 21,608,082 22,860,082 25,667,070 25,279,214 26,279,214 26,292,966 27,982,747 101.52% 99.94 99.724 98.70 98.31 100.45 101.54 101.82 101.03 101.19 Tax Levies and Delinquencies The City uses the facilities of Los Angeles County for the assessment and collection of taxes. City taxes are collected at the same time and on the same tax rolls as County, district and special district taxes. Taxes on the secured roll are payable in two installments on November 1 and February 1 of each fiscal year, and become delinquent after December 10 and April 10, respectively. Taxes on unsecured property are assessed and payable March 1 and become delinquent the following August 31. A 10% penalty attaches to delinquent taxes which have been levied on property on the secured roll. Such property may thereafter be redeemed by payment of the delinquent taxes and the delinquency penalty, plus a redemption penalty of 1/2 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 is subject to sale by the County Tax Collector. A list of the ten largest taxpayers in the City for the most recent fiscal year is included in the following table. CITY OF REDONDO BEACH PRINCIPAL TAXPAYERS June 30, 2013 2013 Assessed Valuation Taxpayer Northrop Grumman Space and Mission South Bay Center SPE LLC AES Redondo Beach, LLC The Kobe Group INC Noble House Recp Hotel Venture LLC LPF Redondo Beach INC HPT IHG Properties Trust MKEG P LLC AMB AMS Spinnaker LLC 616 Esplanade Street LLC Total $ 537,576,380 194,003,848 173,035,658 64,753,938 60,522,561 54,444,365 43,657,882 37,731,773 33,942,467 33,290,133 4.29% 1.55 1.38 0.52 0.48 0.43 0.35 0.30 0.27 0.27 $1,232,959,005 9.84% ____________________ Source: HdL Cone, Los Angeles County Assessor 2012/213 Combined Tax Rolls. A-8 Percentage of Total Assessed Valuation Commercial Activity The following table provides a summary of taxable transactions in the City from January 1, 2008 through a portion of 2012. CITY OF REDONDO BEACH TAXABLE TRANSACTIONS (In Thousands) 2009 2010 2011 2012(1) $ 54,7031 18,216 29,111 64,534 64,457 130,553 138,846 158,554 71,733 $730,708 $ 46,173 19,144 12,609 69,187 46,647 145,267 83,330 155,109 7,0610 $644,522 $ 50,066 39,401 9,224 66,880 55,139 141,993 92,673 155,812 71,955 $683,143 $ 43,788 55,244 8,863 75,443 73,128 156,783 97,597 162,475 73,795 $747,117 $ 42,111 44,450 6,243 59,956 56,895 124,239 66,611 130,910 60,457 $589,860 101,496 87,737 91,396 105,308 62,416 $832,204 $732,259 $774,538 $852,425 $652,277 2008 Motor Vehicle & Parts Home Furnishings & Appliances Building Material and Garden Food & Beverage Stores Gasoline Outlets Clothing General Merchandise stores Food Services & Drink Other retail stores Retail Stores Totals All Other Outlets Total All Outlets ____________________ (1) Through first three quarters of 2012. Source: California State Board of Equalization Statistical Research and Consulting Division. Employee Relations City employees are represented by 6 employee associations. Pursuant to the City’s Municipal Code and the Meyers-Millis-Brown-Act, the City and the employee associations negotiate wages, hours and conditions of employment. Negotiations are currently underway with the 6 employee associations and are expected to conclude in the near future. Pending new contracts, the union employees are operating under their respective expired contracts. Employee Association Employees Contract Expiration Redondo Beach Police Officers (Officers and Sergeants) 89 June 30, 2014 Redondo Beach Police Officers (Police Management Unit) 6 June 30, 2012 Redondo Beach Firefighters 56 June 30, 2012 Redondo Beach Professional and Supervisory 65 June 30, 2012 Redondo Beach City Employees 94 June 30, 2012 California Teamsters Public, Professional & Medical Employees, Union Local 911 82 June 30, 2012 ____________________ Source: City of Redondo Beach. A-9 Risk Management The City maintains a self-insurance program for workers’ compensation and liability claims. The program accumulates resources in the Self-Insurance Program internal service fund to meet potential losses. For Fiscal Year 2012-13, the self-insurance retention (SIR) is $750,000 for workers’ compensation and $500,000 for liability. excess coverage up to $100 million for each workers’ compensation claim is provided by a third-party private insurer, and excess liability up to $20 million for each occurrence is covered by the Independent Cities Risk Management Authority (ICRMA). ICRMA is a joint powers authority for medium-sized California municipalities which have agreed to pool risks and losses. Each member’s share of pooled costs depends on the losses of all members as well as the member’s own loss experience. Both the workers’ compensation and liability claims programs are managed by a third-party claims administrator under the direction of the Risk Management Division of the Human Resources Department. The amounts included in the Self-Insurance Program internal service fund are significant partly due to requirements of Government Accounting Standards Board (GASB) Statement No. 10. In complying with GASB 10, the City must record as a liability and expenditure not only actual risk/loss experienced in the areas of workers’ compensation and liability, but also claims incurred but not reported (IBNR). IBNR claims include exposure for losses of which a city is not yet aware, as well as any statistically probable increase in costs for accidents that are already known to the City. The appropriate amount to include on the financial statements for IBNR claims is typically developed by an actuary. As of June 30, 2013, the City recorded that workers’ compensation claims payable totaled $13.8 million, representing an increase of $1.5 million or 9.84%, from the prior period. This increase is attributable to an increase in reserves based on legislation that changed statutory benefit levels and the outcomes of future administrative proceedings and litigation. Liability claims payable totaled $2.5 million representing an increase of $37,301, or 1.4%, from the prior period. This increase is attributable to an increase in estimated reserves and the settlement of claims in previous years. The City participates in a direct-cost reimbursement method for unemployment insurance. This program is administered by the State Employment Development Department (EDD) to provide salary continuance for terminated employees. For Fiscal Year 2012-13, reimbursement to EDD was $66,642. A-10 APPENDIX B AUDITED FINANCIAL STATEMENTS OF THE CITY AS OF JUNE 30, 2013 B-1 (THIS PAGE IS INTENTIONALLY LEFT BLANK) Comprehensive Annual Financial Report City of Redondo Beach, California For the year ending June 30, 2013 City of Redondo Beach Redondo Beach, California Comprehensive Annual Financial Report For the year ended June 30, 2013 PREPARED BY THE CITY OF REDONDO BEACH, CALIFORNIA FINANCIAL SERVICES DEPARTMENT City of Redondo Beach Comprehensive Annual Financial Report For the year ended June 30, 2013 Table of Contents Page INTRODUCTORY SECTION Table of Contents ............................................................................................................................................................................................................................. i Letter of Transmittal ..........................................................................................................................................................................................................................v GFOA Certificate of Achievement for Excellence in Financial Reporting............................................................................................................................ xviii List of Principal Officials ................................................................................................................................................................................................................xix Organizational Structure ................................................................................................................................................................................................................. xx FINANCIAL SECTION Independent Auditor’s Report ......................................................................................................................................................................................................... 1 Management’s Discussion and Analysis ........................................................................................................................................................................................ 4 Basic Financial Statements: Government-wide Financial Statements: Statement of Net Position ........................................................................................................................................................................................................ 27 Statement of Activities and Changes in Net Position .......................................................................................................................................................... 29 Fund Financial Statements: Governmental Fund Financial Statements: Balance Sheet.......................................................................................................................................................................................................................... 33 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position ................................................................................. 35 Statement of Revenues, Expenditures and Changes in Fund Balances ......................................................................................................................... 36 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities................................................................................................................................................. 38 Proprietary Fund Financial Statements: Statement of Net Position ..................................................................................................................................................................................................... 41 Statement of Revenues, Expenses and Changes in Net Position .................................................................................................................................... 43 Statement of Cash Flows ...................................................................................................................................................................................................... 44 i City of Redondo Beach Comprehensive Annual Financial Report For the year ended June 30, 2013 Table of Contents Page Fiduciary Fund Financial Statements: Statement of Fiduciary Net Position ................................................................................................................................................................................... 47 Statement of Changes in Fiduciary Net Position .............................................................................................................................................................. 48 Notes to the Financial Statements .............................................................................................................................................................................................. 49 Required Supplementary Information: Budgetary Information ........................................................................................................................................................................................................... 107 Defined Pension Plan ............................................................................................................................................................................................................. 111 Other Post Employment Benefits .......................................................................................................................................................................................... 112 Modified Approach for City Streets Infrastructure Capital Assets.................................................................................................................................. 113 Supplementary Information: Non-Major Governmental Funds: Combining Balance Sheet .......................................................................................................................................................................................................... 120 Combining Statement of Revenues, Expenditures and Changes in Fund Balances.......................................................................................................... 123 Schedule of Revenues, Expenditures and Changes in Fund Balances - Budget and Actual: State Gas Tax Special Revenue Fund ............................................................................................................................................................................ 126 Parks and Recreation Facilities Special Revenue Fund .............................................................................................................................................. 127 Narcotic Seizure/Forfeiture Special Revenue Fund ................................................................................................................................................... 128 Proposition A Special Revenue Fund............................................................................................................................................................................ 129 Proposition C Special Revenue Fund ............................................................................................................................................................................ 130 Measure R Special Revenue Fund ................................................................................................................................................................................. 131 Local Transportation Article 3 Special Revenue Fund ............................................................................................................................................... 132 Air Quality Improvement Special Revenue Fund ....................................................................................................................................................... 133 Storm Drain Improvement Special Revenue Fund ..................................................................................................................................................... 134 Street Landscaping and Lighting District Special Revenue Fund............................................................................................................................. 135 Community Development Block Grant Special Revenue Fund ................................................................................................................................ 136 ii City of Redondo Beach Comprehensive Annual Financial Report For the year ended June 30, 2013 Table of Contents Page Supplementary Information, Continued: Disaster Recovery Special Revenue Fund .................................................................................................................................................................... 137 Housing Authority Special Revenue Fund .................................................................................................................................................................. 138 Subdivision Park Trust Special Revenue Fund............................................................................................................................................................ 139 Low-Mod Income Housing Asset Special Revenue Fund .......................................................................................................................................... 140 Parking Authority Debt Service Fund .......................................................................................................................................................................... 141 Pier Parking Structure Rehabilitation Capital Projects Fund..................................................................................................................................... 142 Capital Improvement Projects Capital Projects Fund ................................................................................................................................................. 143 Internal Service Funds: Combining Statement of Net Position.................................................................................................................................................................................. 145 Combining Statement of Revenues, Expenditures and Changes in Net Position .......................................................................................................... 146 Combining Statement of Cash Flows ................................................................................................................................................................................... 147 Fiduciary Funds: Statement of Fiduciary Net Position..................................................................................................................................................................................... 149 Statement of Changes in Fiduciary Net Position ................................................................................................................................................................ 150 Independent Auditors’ Report on Internal Control over Financial Reporting and on Compliance and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards .............................................................. 152 STATISTICAL SECTION Net Position by Component ......................................................................................................................................................................................................... 155 Changes in Net Position ................................................................................................................................................................................................................ 156 Fund Balances of Governmental Funds ...................................................................................................................................................................................... 159 Changes in Fund Balances of Governmental Funds ................................................................................................................................................................. 160 Assessed Value and Estimated Actual Value of Taxable Property ......................................................................................................................................... 161 Direct and Overlapping Property Tax Rates .............................................................................................................................................................................. 162 iii City of Redondo Beach Comprehensive Annual Financial Report For the year ended June 30, 2013 Table of Contents Page STATISTICAL SECTION, CONTINUED Principal Property Taxpayers ....................................................................................................................................................................................................... 163 Property Tax Levies and Collections ........................................................................................................................................................................................... 164 Ratios of Outstanding Debt by Type ........................................................................................................................................................................................... 165 Direct and Overlapping Governmental Activities Debt ........................................................................................................................................................... 166 Legal Debt Margin Information ................................................................................................................................................................................................... 167 Pledged - Revenue Coverage........................................................................................................................................................................................................ 168 Demographic and Economic Statistics ........................................................................................................................................................................................ 169 Principal Employers....................................................................................................................................................................................................................... 170 Full - Time Equivalent City Government Employees by Function ......................................................................................................................................... 171 Operating Indicators by Function ................................................................................................................................................................................................ 172 Capital Asset Statistics by Function............................................................................................................................................................................................. 173 Redondo Beach South Bay Center Redevelopment Project: - Certification of Continuing Disclosure ................................................................................................................................................................................ 174 - Historical Project Area Valuations ....................................................................................................................................................................................... 175 - Revenue vs. Levy Analysis ................................................................................................................................................................................................... 176 - Top Ten Taxable Property Owners ...................................................................................................................................................................................... 177 - Recent Appeals History ......................................................................................................................................................................................................... 178 Redondo Beach Public Financing Authority, Wastewater System Financing Project: - Certification of Continuing Disclosure ................................................................................................................................................................................ 181 - Sewer Rates per Month .......................................................................................................................................................................................................... 182 - Sewer Connections by Type of Customer ........................................................................................................................................................................... 183 iv December 13, 2013 Honorable Mayor, City Council and Citizens of the City of Redondo Beach: The Financial Principles of the City of Redondo Beach require we issue the Comprehensive Annual Financial Report by the second Council meeting in December of each year. Pursuant to this requirement, we hereby submit the Comprehensive Annual Financial Report (CAFR) of the City of Redondo Beach, California (City), for the fiscal year ended June 30, 2013. These financial statements are presented in conformance with generally accepted accounting principles (GAAP) and audited in accordance with generally accepted auditing standards by an independent firm of licensed certified public accountants. The primary purpose in providing this report, as defined by the City Charter, is to inform the Mayor and City Council of all financial and administrative activities of the previous fiscal year. In addition, this report is directed to two other groups: the citizens of Redondo Beach and the financial community. For the citizens, the report provides an opportunity to correlate City services and accomplishments with the expenditure of financial resources. For the financial community, this report provides information necessary to evaluate financial practices of the City, assure their soundness in accordance with GAAP, and determine the financial capacity of the City to incur and service debt for long-range capital planning. Responsibility for the accuracy of the data presented and completeness and fairness of the presentation, including disclosures, rests with the City. Consequently, management assumes full responsibility for the completeness and reliability of all information presented in this report. To provide a reasonable basis for making these representations, management of the City has established a comprehensive internal control framework that is designed to protect the City’s assets from loss, theft or misuse and to compile sufficient reliable information for the preparation of the City’s financial statements in conformance with GAAP. Because the cost of internal controls should not outweigh the benefits, the City’s comprehensive framework of internal controls has been designed to provide reasonable, rather than absolute assurance that the financial statements will be free from material misstatement. As management, we assert that, to the best of our knowledge and belief, this financial report is complete and reliable in all material respects. GAAP requires that management provide a narrative introduction, i.e., overview and analysis to accompany the basic financial statements in the form of Management’s Discussion and Analysis (MD&A). This letter of transmittal is designed to complement the MD&A and should be read in conjunction with it. The City’s MD&A can be found immediately following the report of the independent auditors in the financial section of the CAFR. v PROFILE OF THE CITY OF REDONDO BEACH The City of Redondo Beach, incorporated in 1892, is located in the South Bay part of Los Angeles County and spans 6.3 square miles. According to the State of California’s Department of Finance, Redondo Beach has a population of 67,396 as of January 1, 2013, remaining relatively flat with 2012. The City remains a highly residential, non-industrial community. It is a highly-educated, upscale community where the median cost of a home is $720,500. Redondo Beach has significant concentrations of employment and retail activity in the northern industrial complex anchored by Northrop Grumann, while the South Bay Galleria anchors the east end of the City. The Harbor/Pier area also contributes to the City’s economy, and an eclectic mix of specialty shops and services known as the Riviera Village is located at the south end. Based on the number of full-time employees, the top ten employers in Redondo Beach are Northrop Grumann, Redondo Beach Unified School District, the City, Crown Plaza-Holiday Inn, Cheesecake Factory, U.S. Post Office, Nordstrom, Target, DHL Global Forwarding, and Macy’s. The City is divided into five districts and operates under a Council-Manager form of government. One councilperson is elected from each district and serves a term of four years, with a limit of two full terms. The Mayor is elected by the City at large, also limited to serving two full terms of four years each. Other elected officials are the City Treasurer, City Attorney and City Clerk - all serving terms of four years, but can be re-elected an unlimited number of times. The City Council is responsible for, among other things, passing ordinances, adopting the budget, establishing policy, appointing committees/commissions and appointing a City Manager. In addition to sitting as the governing board of the City, the Mayor and City Council act as the Board of Directors for various component units of the City: the Redondo Beach Housing Authority, the Redondo Beach Public Financing Authority, the Redondo Beach Community Financing Authority, the Parking Authority of the City of Redondo Beach, and the Redevelopment/Successor Agency of the City of Redondo Beach. The City Manager is responsible for carrying out the policies and ordinances of the City Council and for appointing the heads of the City’s various departments. In May 2008, the Mayor and City Council established an audit committee to enhance the City’s communication with its independent accounting firm, ensuring increased involvement by the governing board in the City’s accounting processes. The City provides a full range of municipal services. These include public safety (police and fire protection), recreation and community services, library, parks, maintenance and improvement of streets and infrastructure, planning and zoning, housing, economic development, transit, and general government. The City also operates and maintains a harbor under a trust agreement with the State of California. The annual budget serves as the foundation for the City’s financial planning and control. The City Council is required to adopt an annual budget on or before June 30 of each year for the General Fund, Special Revenue Funds, Enterprise Funds, Capital Projects Fund and Internal Service Funds. The City also adopts a five-year capital improvement program and a redevelopment/successor agency budget. The level of appropriated budgetary control is the total adopted budget, which is defined as the total budget for all funds and divisions, and all revisions and amendments approved by the City Council subsequent to the initial budget adoption. The City Manager may authorize transfers within each fund and between line items or programs within each department; however, supplemental appropriations and transfers between funds during the budget year must be approved by four affirmative votes of the City Council. Unexpended or unencumbered appropriations expire at the end of each fiscal year. Encumbered appropriations and appropriations related to grants and donations are re-appropriated in the ensuing year’s budget by action of the City Council. The City utilizes an encumbrance system, whereby commitments, such as purchase orders and unperformed contracts, are recorded as reserved fund balances at year end. vi FACTORS AFFECTING FINANCIAL CONDITION Economic Outlook During FY 2012-2013, Redondo Beach experienced a 2.7% change in real property assessed valuations, compared to last year’s 3.11%. Hotel occupancy rates decreased by 3.3%, and Transient Occupancy Tax revenue increased by 4.5%, due to improved visitation and increased days of stay. The Utility users’ tax revenue reflected an increase of 3.90% in FY 2012-2013. Redondo Beach continues to exceed the countywide average in total taxable retail sales, ranking 31 out of 89 cities. Redondo Beach experienced a decrease in its unemployment rate from 6.4% in FY 2011-2012 to 5.4% in FY 2012-2013, which is well below the Los Angeles County and State of California FY 2012-2013 unemployment rates of 9.2% and 8.9%, respectively. Economic Development All sectors of the national and regional economy have been impacted by the stagnant economy. Fortunately, the South Bay region has not been negatively impacted nearly as much as other areas of Southern California. Opportunities still exist to further minimize the impacts and set the stage for improvement. The City’s emphasis on economic development is targeted on a number of key strategic goals: Revitalizing the Harbor and Pier area through a public-private partnership that will renovate 15 waterfront acres. Reinforcing the desirability of the Riviera Village as a destination for shopping, dining, and services through improved signage and enhanced streetscapes. Engaging in advocacy efforts to retain funds for contracts and research and development at Northrup Grumman Corporation and Space Park area businesses. Encouraging the continued success of the Artesia Boulevard business district and South Bay Galleria which is poised for a major redevelopment. Attracting business opportunities through the use of economic development incentive agreements. Ensuring growth in the business community through business retention, thereby enhancing the community’s overall economic base. Making investments in infrastructure, such as new Harbor Patrol and Recreation and Community Services facilities and road improvements to support the local economy. vii The City has experienced increases in each of its five major revenue categories: property tax, sales tax, utility users’ tax, motor vehicle in lieu tax, and transient occupancy tax. These major sources are discussed in more detail below. Property Tax The City’s largest revenue source, property tax, is imposed on real property (land and permanently attached improvements, such as buildings) and tangible personal property (moveable property) located within the City. Property is initially assessed by the County Assessor at a tax rate of 1.0% of the assessed value and rising no more than 2.0% each year. The City receives revenues equal to 16.6% of the tax rate from the County of Los Angeles - Auditor/Controller’s Office. The City’s property tax valuations, while slowing from pre-recession levels, continue to be positive. With Redondo Beach being a desirable location, coupled with continued low mortgage interest rates, the FY 2012-2013 citywide assessed valuation experienced a positive change of $324 million, or 2.65%, to $12.53 billion. The City’s assessed valuation amount is derived 79.5% from single-family residential properties, 8.7% from commercial properties, 3.6% from industrial properties, and the remaining 8.2% from vacant and institutional properties. During FY 2012-2013, property tax revenue increased $3.6 million or 18.2%, to $23.16 million (includes homeowners’ exemption). This increase was due to continuing but steady, economic growth, property reassessments, and increased housing sales. The housing market began to rebound during the first half of 2012, as home buying increased due to low interest rates and affordable prices. As a result, the annual increase in property tax revenue appears to be recovering; however, the growth rates are still well below those experienced before the recession. viii Sales Tax The City’s second largest revenue source is sales tax. Sales tax in Los Angeles County is 9.75% of the sale price of taxable goods and services sold at retail. Redondo Beach receives 1% of taxable sales from the State Board of Equalization. Twenty-five percent of the City’s FY 2012-2013 traditional sales tax base is now committed to the State for deficit reduction bonds. This amount is backfilled with, and distributed on the same basis as property tax revenue to the City with a revenue swapping procedure commonly referred to as the “triple flip”. Sales tax revenue has increased following the end of the recession and this trend has continued through FY 2011-12, with the City receiving $9.59 million in sales tax revenue, an increase of $693,000, or 7.78%, from prior year. In FY 12-13 the City received $10.23 million in sales tax revenue an increase of $633,454 or 6.6% when compared to FY 11-12. Fiscal year 12-13, sales tax revenue consisted of $7.61 million in local sales tax revenue and $2.62 million in State “triple flip” funds. Population growth, local competition, consumer confidence, and unemployment are all factors that contribute to the volatility of this key tax-based operating revenue. The City is committed to re-establishing a strong local economy through both business retention and business expansion, thereby enhancing the community’s overall economic base. Although sales related to current retail vendors should, at least, show slight increases, the City anticipates significant contributions to sales tax revenue in the coming years as the South Bay Marketplace continues to strengthen, new investment in the Harbor’s revitalization comes to fruition, and collection of sales tax by remote sellers, especially Amazon, is enforced. Sales Tax 12 Dollars in Millions 10 8 6 4 2 Fiscal Year ix 12-13 11-12 10-11 09-10 08-09 07-08 06-07 05-06 04-05 03-04 - Utility Users’ Tax The City’s third largest revenue source, utility users’ tax (UUT), is imposed on consumers of electric, gas, cable services, water and telephone services. Federal and state governmental agencies and pay telephone users are exempt. UUT revenue consists of approximately 38% telecommunications and 35% electricity. Each city sets its UUT rate, and Redondo Beach’s is 4.75%. The City successfully protected this UUT rate by placing a measure on the March 2009 ballot to modernize the City’s UUT ordinance. This important measure was strongly endorsed by the citizens, passing it by 75%. Therefore, the long-term viability of telecommunications-based UUT revenue (approximately 38% of the UUT tax) has been secured. UUT revenue for FY 2012-2013 totaled $7.71 million, reflecting an increase from the prior year of $289,491 or 3.9%. The UUT increase is largely due to one time recovery of unpaid UUT from Verizon during calendar year 2008 to 2010 paid during FY 12-13. Excluding the one time Verizon UUT recovery, FY 12-13 UUT increased by $22,073 or 0.30%. For FY 2013-14, the initial estimate of UUT revenue is conservatively projected to increase by $100,000 or 1.2%. This is due to enhanced business activity coupled with anticipated increased utilization of telecommunication services. x Motor Vehicle in Lieu Tax The City’s fourth largest revenue source is motor vehicle in lieu tax and is imposed by the State on owners of registered vehicles for the privilege of operating a vehicle on public highways. A portion of the tax is disbursed to cities based on the proportion that the population of each city bears to the total population of all cities in the State (a per capita formula). The license fee paid to the State by vehicle owners is 0.65% of the market value of the motor vehicle; however, cities are due 2% of the market value of the motor vehicle. Since there is a discrepancy of 1.35% in what the State collects and what cities are due, the State backfills the additional 1.35% from its General Fund in the form of property tax revenue. For each year the vehicle is owned, the assessed fee declines in accordance with a depreciation schedule reflecting the decreased value of the vehicle. Historically, the City experienced a steady increase in Vehicle Licenses Fee (VLF) until FY 2003-2004, when revenue decreased by $937,000 as a result of State budgetary realignment reducing the VLF apportionment to a tax rate of 0.65%. In FY 2003-2004, the State Budget Act of 2004 substantially changed the allocation of VLF revenues to cities and counties. With this, the backfill of 1.35% referenced above was distributed in the form of property tax revenues and the official name of the tax was changed to Motor Vehicle in Lieu Tax (MVIL). In FY 2004-2005, the MVIL revenue increased by $2.7 million to $5.7 million. This increase was attributed to the State’s advance repayment of $1.1 million in MVIL funds loaned to the State from prior year, adjustments to prior period apportionments, and implementation of the revised State allocation formula. Since FY 2005-2006, the City has experienced steady increases in MVIL revenue due to the growth in both VLF revenues and gains in property tax in lieu. In FY 2012-2013, MVIL revenue totaled $6.33 million, increasing $311,783, or 5.2%, from prior year. This increase comprises gains in VLF and property tax in lieu revenues of $161,486 and $150,297, respectively. xi Transient Occupancy Tax The City’s fifth largest revenue source, transient occupancy tax (TOT), is imposed on occupants of hotel, motel, inn, tourist home or other lodging facilities unless such occupancy is for 30 days or longer. The tax is applied to the customer’s lodging bill at a rate of 12%, which was increased 2% in July 2005, and substantially enhanced revenues. One percent (1%) of the TOT collected is contributed to the Redondo Beach Chamber of Commerce and Visitors Bureau to support marketing and tourism in the City. This 1% is not netted against revenues, but rather reflected in the City’s expenditures. The City TOT revenue has been experiencing positive growth during the past two years and during FY 11-12 TOT revenue exceeded FY 10-11 revenue by $266,000, or 8.2% to $3.53 million. In FY 12-13 TOT revenue increased by $159,643, or 4.52% to $3.69 million. Although TOT revenue increased, the rate of increase experienced was at a slower pace when compared to FY 11-12. The slower growth rate was primarily due to scheduled remodeling of the Crown Plaza and Sunrise Best Western hotels. xii LONG-TERM CAPITAL IMPROVEMENT PLANNING The City annually adopts a Five-Year Capital Improvement Program. The first year funding of capital improvement projects is included in the fiscal year 2012-2013 adopted budget. These projects, however, should not be viewed as immediate resolution to existing infrastructure problems, but instead as part of “setting the table” for the future. It will take time to rehabilitate the City’s capital assets, and we anticipate our long-range replacement program will protect the City’s valuable assets for future generations. Meanwhile, the City continues to invest in a number of significant projects: Street Resurfacing Residential Street Rehabilitation - In FY 2012-2013, the City awarded a contract for $575,000 for construction of the next phase of its multi-year residential street rehabilitation program. For FY 2013-2014, the City has budgeted $800,000 to continue the residential resurfacing effort. In addition, the FY 2013-2014 budget includes $250,000 in annual roadway maintenance funds to mitigate the impacts of trash hauling vehicles on City streets. Arterial Street Resurfacing - In FY 2012-2013, the City completed major resurfacing projects on 190th Street, Manhattan Beach Boulevard and Prospect Avenue. The total cost of those projects was $1.86 million. For FY 2013-2014, the City budget includes over $3.6 million for additional arterial improvements, $21,000 for implementing measures to relieve traffic congestion, and $143,000 for sidewalk, curb and gutter improvements. Citywide Curb Ramp Improvements – The City awarded a contract and began work on $450,000 in citywide curb ramp improvements. The FY 2013-2014 budget includes $160,000 to continue this effort. Riviera Village Improvements – In FY 2012-2013, the City completed Phase III of streetscape improvements along Catalina Avenue in the Riviera Village. Phase IV funding, in the amount of $725,000, is included in the FY 2013-2014 budget. Storm Drain System Improvements Water Quality Improvements - The City is continuing to implement an aggressive program to improve the quality of the water discharged from the City’s storm drain system. In FY 2005-2006, a “Water Quality Task Force” was formed to find solutions to recurring “red tides” and water quality issues in the City’s harbor. The FY 2013-2014 budget includes $32,000 to implement the last of the Task Force’s recommendations – the harbor trash skimmer project. The City is working with adjoining Cities to comply with the new Municipal NPDES MS4 permit. The FY 2013-2014 budget includes $200,000 in funding for this effort. Sewer Improvements Sewer Line Replacement - In FY 2012-2013, the City spent $375,000 on upgrades to the City’s sewer facilities system. In June, the City awarded a $1.2 million contract to continue upgrading the City’s sewer facilities system. The FY 2013-2014 budget includes $2.65 million in funding for sewer facility improvements including a sewer system camera inspection. Sewer Pump Station Rehabilitation – In FY 2012-2013, the City spent over $140,000 on improvements to the City’s sewer pump stations. The FY 2013-2014 budget includes $4.25 million for upgrades to the City’s sewer pump stations including stations on Portofino Way and Yacht Club Way. Facility Improvements Fire Station 1 Roof Repairs – In FY 2012-2013, the City spent $95,000 on major roof repairs at Fire Station 1. In addition, a new HVAC system was installed at the historic Veterans Park Community Center. Seaside Lagoon Restroom Facilities – In FY 2012-2013, vintage neon signage was installed on the recently completed Seaside Lagoon Restroom Facility. Another major facility currently in the final phases of design is the new Transit Center. The FY 2013-2014 budget includes over $5 million for construction of the project. Park Improvements – In FY 2012-2013, the City completed Phase II renovations at Perry Park and a dedication ceremony was held in May. ADA and safety improvements of $140,000 were completed on parking lots at Dominguez Park and at City Hall. Waterfront Improvements – In the waterfront, the City completed repairs to the Basin II Seawall and drainage repairs to the pier parking structure. xiii CASH MANAGEMENT POLICIES AND PRACTICES The City invests all idle cash in various investment instruments, as authorized within the City’s Statement of Investment Policy. The City Treasurer employs a buy and hold philosophy of cash management, ensuring the full return of all investment principal. In February of 2013, the City commenced utilization of FTN Financial Main Street Advisors in providing non-discretionary investment management services to the City Treasurer. Composition of the City’s investment portfolio consists of a well diversified mix of Federal Agency instruments, complimented by a blend of AA rated Corporate Medium Term Notes, both investment types of which are structured along a five-year laddered maturity schedule. In addition, sufficient portfolio liquidity is maintained through continued maintenance of a significant portion of the investment portfolio’s position in the State managed Local Agency Investment Fund, or LAIF. The City maintains an Investment Policy certified for reporting excellence by the Association of Public Treasurers – United States & Canada (APT – US&C) and has established both a written investment policy and investment procedures manual. The Investment Policy is reviewed and approved by both the City Council and the Budget and Finance Commission on an annual basis. The investment policy’s established performance benchmark is the one-year moving average of the Two-Year Constant Maturity Treasury index (CMT). In the periodic purchase of investments, both the rate of return provided by LAIF and the yield on the US Treasury security of closest maturity to the purchased investment serve also as investment performance benchmarks. The level of investments maintained with LAIF fluctuates in accordance with variations in both the City’s operational and capital improvement program cash flow requirements. The LAIF balance is maintained at a level of $15 to $35 million, or approximately 33% of the general portfolio’s assets on average, ensuring maintenance of sufficient investment portfolio liquidity. The yield provided by LAIF has declined over the past year in line with the overall reduction in short-term market interest rates. Idle investment funds above the liquidity threshold have been placed primarily in Federal Agency investments within the two to five year investment maturity range. The reduction in market interest rates experienced over the past year have been both anticipated and well managed, proactively responding to both the City’s operating and capital improvement cash flow requirements. The rate of return on the City’s investment portfolio consistently meets or exceeds the level of the established investment portfolio performance benchmark. As of June 30, 2013 the City’s general portfolio was invested as follows: Investments Bank Certificates of Deposit Federal Agency Issues Corporate Medium Term Notes Local Agency Investment Fund Total Investments and Averages Market Value $ 3,718,588 18,617,060 17,686,935 30,000,000 % of Portfolio 5.31% 26.59% 25.26% 42.84% Yield to Maturity 1.08% 1.04% 1.78% 0.24% $70,022,583 100.00% 0.89% Average Term of Investment 2.15 years * As required by GASB 31, the City recorded the unrealized loss on certain investments to account for the market value at June 30, 2013. The amount, $361,953, represents 0.51% of the current market value of the investments within the City’s investment portfolio – an insignificant unrealized decrease in the City’s overall level of financial resources. This unrealized loss in the value of investments results from structural factors and interest rate movements within the financial marketplace over the past year impacting the market valuation of the City’s investments in both Federal Agency issues and Corporate Medium Term Notes. xiv RISK MANAGEMENT The City maintains a self-insurance program for workers’ compensation and liability claims. The program accumulates resources in the Self-Insurance Program internal service fund to meet potential losses. For fiscal year 2012-2013, the self-insurance retention (SIR) is $750,000 for workers’ compensation and $500,000 for liability. Excess coverage up to $100 million for each workers’ compensation claim is provided by a third-party private insurer, and excess liability up to $20 million for each occurrence is covered by the Independent Cities Risk Management Authority (ICRMA). ICRMA is a joint powers authority for medium-sized California municipalities which have agreed to pool risks and losses. Each member’s share of pooled costs depends on the losses of all members as well as the member’s own loss experience. Both the workers’ compensation and liability claims programs are managed by a third-party claims administrator under the direction of the Risk Management Division of the Human Resources Department. The amounts included in the Self-Insurance Program internal service fund are significant partly due to requirements of Government Accounting Standards Board (GASB) Statement No.10. In complying with GASB 10, the City must record as a liability and expenditure not only actual risk/loss experienced in the areas of workers’ compensation and liability, but also claims incurred but not reported (IBNR). IBNR claims include exposure for losses of which a city is not yet aware, as well as any statistically probable increase in costs for accidents that are already known to the City. The appropriate amount to include on the financial statements for IBNR claims is typically developed by an actuary. As of June 30, 2013, the City recorded the following: Workers’ Compensation Claims Claims payable totaled $13.8 million representing an increase of $1.5 million or 9.84%, from the prior period. This increase is attributable to an increase in reserves based on legislation that changed statutory benefit levels and the outcomes of future administrative proceedings and litigation. Liability Claims Claims payable totaled $2.5 million representing an increase of $37,301, or 1.4%, from the prior period. This increase is attributable to an increase in estimated reserves and the settlement of claims in previous years. Unemployment Insurance The City participates in a direct-cost reimbursement method for unemployment insurance. This program is administered by the State Employment Development Department (EDD) to provide salary continuance for terminated employees. For fiscal year 2012-2013, reimbursement to EDD was $66,642. xv PENSION AND OTHER POST-EMPLOYMENT BENEFITS The City provides three Tier 1 defined benefit pension plans – two for safety employees (3% at 55 for Fire and 3% at 50 for Police) and one for miscellaneous employees (2% at 55). Beginning July 2012, two additional Tier 2 defined benefit pension plans are provided – one for safety employees (3% at 55 with a 4.5% employee contribution for Fire and 3% at 55 for Police) and one for miscellaneous employees (2% at 60). Beginning January 2013, pursuant to the California Public Employee’s Pension Reform Act of 2013 (PEPRA), Tier 3 defined benefit pension plans were added, 2.7% at 57 for safety employees and 2% at 62 for miscellaneous employees. These plans are part of the California Public Employees Retirement System (CalPERS), which acts as a common investment and administrative agent for participating public employers within the State of California. The City makes contributions to the plans based on amounts determined by CalPERS actuaries. For FY 2012-2013, the City contributed the Tier 1 full-time employees’ required contributions on their behalf and for their account. Tier 2 and Tier 3 plans require most employees to contribute to the cost of their employee contribution. Additionally, as part of the compensation reductions the City negotiated with employee bargaining groups, nearly all employees make a contribution toward the City’s employer contribution to CalPERS. The employer rate for safety employees in FY 2012-2013 was 40.4%, up from 38.4% in FY 2011-2012, with the miscellaneous employees’ rate increasing from 14.1% to 14.5%. Rates are projected to increase from FY 2012-2013 levels for the 2013-2014 fiscal year to 40.6% for safety employees and 14.9% for miscellaneous employees. Further increases are expected in the coming years as a result of CalPERS decision to lower the discount rate (rate of return) on its investment portfolio, its announced demographic and actuarial adjustments, and its decision to smooth investment losses from 2008 and 2009 over a period of time. The total contribution paid by the City toward pension benefits was $10.1 million, which includes the employer and employer-paid member contributions. Approximately 82.3%, or $8.3 million, was charged to the General Fund. The anticipated total City contribution for FY 2013-2014 is estimated to be approximately $10.8 million and is expected to increase again in FY 2014-2015. Aside from contributing to CalPERS, the City also contributes to Social Security. The FY2012-2013 total cost for Social Security and Medicare coverage was $1.6 million, of which $1.0 million, or 65.3%, is from the General Fund. Safety employees do not participate in Social Security and Medicare, except for those employees hired after 1986, who are required to participate in Medicare. The City also provides post-retirement health care benefits to its employees in accordance with agreements reached with various employee bargaining groups. The City pays for retirees’ health care premiums in these plans up to limits established in the agreements with the bargaining units. All post retirement healthcare benefits end at age 65. These payments are paid through an Other Post Employment Benefits (OPEB) trust, which was established by the City in FY 2009-2010 to comply with GASB 45. The OPEB trust allows the City to prefund actuarially derived OPEB costs that are expected to be incurred in future periods. In FY 2012-2013, the City contributed $1.3 million to the OPEB trust to cover current and future retiree medical benefits; however, future contributions may vary based on future actuarial studies. As of June 30, 2013, the City was providing benefits to 105 participants. SIGNIFICANT EVENTS AND ACCOMPLISHMENTS During FY 2012-2013 the City achieved many accomplishments that may not be evident from a review of the financial statements. One of the more important accomplishments is the result of the Los Angeles County Grand Jury financial evaluation of the 88 cities in Los Angeles County. The City of Redondo Beach received a #1 ranking on benchmark financial policies, best practices and governance. The City received a score of 97, missing a perfect 100 because we do not have two months of dedicated General Reserve, only one month. The Grand Jury assessed revenues, expenditures, fund balances, net assets and liabilities. A #41 ranking was attributed to the City based on their evaluation on the City’s financial condition. This would be about what one would expect as we have only now begun recovery from the financial havoc caused by the Great Recession and the State’s takeaway of local revenues. Additionally, this ranking is consistent with the recent HDL per capita revenue comparison showing that Redondo Beach is not in the top tier of revenue generating cities in Los Angeles County. xvi xviii CITY OF REDONDO BEACH MAYOR AND CITY COUNCIL Steve Aspel Mayor Jeff Ginsburg Bill Brand Pat Aust Stephen Sammarco Matt Kilroy Councilmember District 1 Councilmember District 2 Councilmember District 3 Councilmember District 4 Councilmember District 5 CITY OFFICIALS William P. Workman City Manager Peter Grant Assistant City Manager Michael Webb Eleanor Manzano Stephen Diels City Attorney City Clerk City Treasurer Joesph Hoefgen Aaron Jones Recreation, Transit and Community Services Director Community Development Director Robert Metzger W. Joseph Leonardi Fire Chief Chief of Police Peter Carmichael Christine Hach Waterfront and Economic Development Director Iterim Director of Library Services Chris Benson Michael Witzansky Information Technology Director Public Works Director Kym Vieira Craig Koehler Human Resources Director Finance Director xix CITIZENS OF REDONDO BEACH Elected Officials MAYOR AND CITY COUNCIL CITY CITY ATTORNEY CITY CLERK TREASURER Boards & Commissions Board of Appeals & Uniform Code Budget & Finance Commission Planning Commission Library Commission Public Arts Commission Preservation Commission Recreation & Parks Commission Suspension Appeals Board Harbor Commission Public Safety Commission Historical Commission Public Works Commission Youth Commission CITY MANAGER City Departments Engineering & Building Services Handicapped Access Appeals Board Fire Information Technology Waterfront and Economic Development Human Resources Public Library Police Public Works Planning ORGANIZATIONAL CHART FY 2012-13 xx Financial Services Recreation, Transit & Community Services An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City as of June 30, 2013, and the respective changes in financial position, and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis and budgetary comparison information and other 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. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City’s basic financial statements. The introductory section, combining and individual nonmajor fund financial statements, and statistical section, are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual nonmajor fund financial statements are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other 2 additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the combining and individual nonmajor fund financial statements are fairly stated in all material respects in relation to the basic financial statements as a whole. 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. Implementation of new pronouncement As discussed in Note 1 of the financial statements, the City of Redondo Brach adopted the provisions of GASB Statement No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources and Net Position. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 13, 2013, on our consideration of the City of Redondo Beach, California’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 City’s internal control over financial reporting and compliance. December 13, 2013 San Bernardino, CA 3 CITY OF REDONDO BEACH MANAGEMENT’S DISCUSSION AND ANALYSIS Management of the City of Redondo Beach (the “City”) provides the Management Discussion and Analysis of the City’s Comprehensive Annual Financial Report (CAFR) for readers of the City’s financial statements. This narrative overview and analysis of the financial activities of the City is for the fiscal year ended June 30, 2013. We encourage readers to consider this information in conjunction with the additional information that is furnished in the letter of transmittal, which can be found preceding this narrative, and with the City’s financial statements, which follow. Keep in mind that the Financial Highlights, immediately following, are strictly snapshots of information. Net assets, changes in net assets, and fund disclosures are discussed in more detail later in the report. Financial Highlights - Primary Government Government-Wide Highlights Net Position - Assets of the City exceeded its liabilities at fiscal year ending June 30, 2013 by $251.1 million - assets for governmental activities exceeded liabilities by $183.9 million and assets for business-type activities exceeded liabilities by $67.1 million. Changes in Net Position - The City’s net assets increased $9.0 million in fiscal year 2012-2013. Net position of governmental activities increased $1.4 million, and net assets of business-type activities increased $7.6 million. Fund Highlights Governmental Funds - At the close of fiscal year 2012-2013, the City’s total governmental funds reported a fund balance of $42.5 million, an increase of $2.4 million from the prior year. Highlighted below are this year’s major funds included in this grouping. General Fund - The fund balance of the General fund (includes Special Revenue – PERS Reserve Fund of $3.8 million) on June 30, 2013 was $17.6 million, an increase of $4.2 million from the prior year. Other Intergovernmental Grants Special Revenue Fund – The fund balance of the Special Revenue – Other Intergovernmental Grants Fund on June 30, 2013 was negative $1.0 million, a decrease in the negative fund balance by $275,542 from the prior year. Debt Service – Public Financing Authority Fund - The fund balance of the Debt Service – Public Financing Authority Fund on June 30, 2013, was $6.8 million, a decrease of $544,133 from the prior year. 4 OVERVIEW OF FINANCIAL STATEMENTS This discussion and analysis is intended to serve as an introduction to the City’s basic financial statements. The City’s basic financial statements are comprised of three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements. Government-Wide Financial Statements The government-wide financial statements are designed to provide readers with a broad overview of the City’s finances, in a manner similar to private-sector business. They are comprised of the following: Statement of Net Position The Statement of Net Position presents summarized information of all the City’s assets and liabilities, with the difference between the two reported as net assets. Over time, increases or decreases in net assets may serve as a useful indicator of whether the financial position of the City is improving or deteriorating. This financial statement combines and consolidates governmental funds’ current financial resources with capital assets and long-term obligations. Statement of Activities and Changes in Net Position The Statement of Activities and Changes in Net Position presents information showing how the government’s net assets changed during the fiscal year. All changes in net assets are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of the related cash flows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned, but unused vacation leave). Government-wide financial statements distinguish functions of the City that are principally supported by taxes and intergovernmental revenues (governmental activities) from other functions that are intended to recover all or a significant portion of their costs through user fees and charges (business-type activities). The governmental activities of the City include general government, public safety, public works, cultural and leisure services and housing and community development. Business type activities include operations of the harbor, sewer (wastewater), solid waste, and transit. The government-wide financial statements include not only the City itself (known as the primary government), but also the activities of legally separate component units: the Parking Authority of the City of Redondo Beach, the Redondo Beach Public Financing Authority (PFA), and the Redondo Beach Housing Authority. Because the City Council acts as the governing board for each of these component units and because they function as part of the City government, their activities are blended with those of the primary government. The government-wide financial statements can be found behind the tab section titled Government-Wide Financial Statements. 5 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 state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the City can be divided into three categories: Governmental funds, proprietary funds, and fiduciary funds. The fund financial statements provide detail 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 No. 34 (GASB 34) and replaces the concept of combining like funds and presenting them in total. Instead, each Major Fund is presented individually, while all Non-Major Funds are summarized and presented in a single column. Governmental Funds Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide 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 a government’s near-term financial requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government’s near-term financing decisions. A reconciliation of both the governmental funds balance sheet and the governmental funds statement of revenues, expenditures, and changes in fund balance with the governmental-wide financial statements can be found on pages behind the tab section titled Government-Wide Financial Statements. The City has 28 governmental funds, of which three are considered major funds for presentation purposes. Each major fund is presented separately in the governmental funds balance sheet and in the governmental funds statement of revenues, expenditures, and changes in fund balances. The City’s three major funds are: General Fund, Other Intergovernmental Grants Special Revenue Fund, and Public Financing Authority Debt Service Fund. Data from the non-major governmental funds (e.g., State Gas Tax Fund, Local Transit Fund, Storm Drain Fund, Disaster Recovery Fund) are combined into a single, aggregated presentation. The governmental funds financial statements can be found on pages behind the tab section titled Fund Financial Statements. Individual fund data for each of these non-major governmental funds is provided in the form of combining statements on pages behind the tab section titled Non-Major Governmental Funds. 6 Proprietary Funds The City maintains two types of proprietary funds: enterprise funds and internal service funds. Enterprise funds are used to report the same functions presented as business-type activities in the government-wide financial statements. Enterprise funds are used to account for harbor activities, solid waste (i.e., collection, recycling and hazardous waste disposal), operations and maintenance of City sewers, and transit activities. Internal service funds are used to accumulate and account for the City’s vehicles, building maintenance and repair, major facilities repair, information technology, emergency communications, and insurance. Because internal services predominantly benefit governmental rather than business-type functions, they have been included within governmental activities in the government-wide financial statements. Proprietary funds’ financial statements provide the same type of information as the government-wide financial statements, only in more detail. Like the government-wide financial statements, proprietary funds’ financial statements use the accrual basis of accounting. Separate financial statements are provided for Harbor Uplands, Harbor Tidelands, Solid Waste, Wastewater, and Transit. Conversely, the internal service funds are combined into a single, aggregated presentation in the proprietary funds financial statements. Individual fund data for each internal service fund is provided in the form of combining statements in the Internal Service Funds section of this report. The basic proprietary funds financial statements can be found behind the tab section titled Fund Financial Statements. Fiduciary Funds Fiduciary (Agency) funds are used to account for resources held for the benefit of parties outside the government. Agency funds are not reflected in the government-wide financial statements because the resources of those funds are not available to support City programs. Notes to the Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the financial statements can be found behind the tab section titled Notes to the Financial Statements. Required Supplementary Information In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information. The required supplementary information includes disclosure of the modified approach for the city pavement infrastructure and budgetary and pension plan information. This information can be found behind the tab section titled Required Supplementary Information. 7 City of Redondo Beach's Statement of Net Position Fiscal Year Ended June 30, 2012 and 2013 Current and Other Assets Capital Assets, net depreciation Total Assets Governmental Business-Type Activities Activities 2012-2013 2011-2012 $ 74,928,984 $ 82,577,571 142,980,777 143,933,767 217,909,761 2012-2013 Total 2011-2012 2012-2013 2011-2012 36,502,231 $ 34,046,422 $ 111,431,215 $ 116,623,993 43,803,140 40,159,444 186,783,917 184,093,211 226,511,338 80,305,371 74,205,866 298,215,132 300,717,204 24,631,047 24,743,229 11,479,916 11,971,704 36,110,963 36,714,933 9,305,294 19,233,339 1,678,597 2,660,186 10,983,891 21,893,525 33,936,341 43,976,568 13,158,513 14,631,890 47,094,854 58,608,458 142,096,683 143,049,830 38,936,171 34,957,595 181,032,854 178,007,425 $ Long-Term Liabilities Outstanding Other Liabilities Total Liabilities Net investment in capital assets Restricted 17,703,725 17,861,803 Unrestricted 24,173,012 21,623,137 $ 183,973,420 $ 182,534,770 Total Net Position $ 8 17,703,725 17,861,803 28,210,687 24,616,381 - 52,383,699 46,239,518 67,146,858 $ 59,573,976 $ 251,120,278 $ 242,108,746 Net Position The chart above reflects the City’s combined net position (governmental and business-type activities) of $251.1 million at the close of fiscal year ending June 30, 2013. The largest portion of the City’s total net position (72.1%) reflects investment in capital assets (e.g., land, streets, sewers, buildings, machinery, and equipment) net of outstanding debt used to acquire those assets. The City uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City’s investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. The remaining City net position (27.9%) represents resources that are either unrestricted or subject to external restrictions (e.g., certain capital projects, community development, debt services). Changes in Net Position Also noted in the chart above, the City’s fiscal year 2012-2013 total net position increased by $9.0 million, or 3.7%, from the prior year. The governmental activities net position increased $1.4 million, or 0.79%, and business-type activities net position increased $7.6 million, or 12.7%. The increase in net position of governmental activities of $1.4 million was due to an increase in total assets of $9.1 million. Within total assets, the increase in capital assets, net of accumulated depreciation, was primarily attributable to Fire Station 1 roof repair and Harbor Patrol Facility Replacement projects. These capital asset additions also resulted in a corresponding increase in Investments in Capital Assets, Net of Related Debt. The increase in net assets was offset by decrease in liabilities of $11.5 million. Other liabilities, specifically accounts payable, decreased mainly due to the timing of payments to vendors. Long-term liabilities, specifically claims and judgments payable increased, due to higher reserves related to workers’ compensation and general liability claims. Increases in workers’ compensation claims are attributable to an increase in reserves based on future legislation or ballot initiatives that may change statutory benefit levels and the outcomes of future administrative proceedings and litigation. Increases in general liability claims are attributable to higher reserves based on future legislation that may affect the tort liability system, and the outcomes of litigation and settlement negotiations primarily related to Police Department firing range. Business-type activities net assets increased by $7.6 million or 12.7%, the increase was primarily due to the Harbor Patrol Facility Replacement and Seaside Lagoon rehabilitation projects and lower investment earnings. 9 City of Redondo Beach's Change in Net Position Fiscal Year Ended June 30, 2012 and 2013 Governmental Activities Revenues: 2012-2013 Business-Type Activities 2011-2012 2012-2013 2011-2012 $ 16,843,858 $ 15,864,430 Total 2012-2013 2011-2012 Program revenues: Charges for services Operating grants and contributions Capital grants and contributions Total program revenues $ 21,970,592 $ 20,351,312 9,925,853 8,590,969 705,357 4,582,744 32,601,802 1,672,668 2,545,504 33,525,025 21,062,030 1,395,363 17,259,793 $ 38,814,450 11,598,521 $ 36,215,742 9,986,332 3,250,861 4,582,744 53,663,832 50,784,818 General revenues: Property taxes 30,728,698 28,335,561 - - 30,728,698 28,335,561 Sales taxes 10,228,355 9,594,901 - - 10,228,355 9,594,901 7,711,580 7,422,089 - - 7,711,580 7,422,089 - - - 8,703 33,693 - - 34,912 33,693 Utilities users taxes Other taxes Motor vehicle license 8,703 34,912 - Transient occupancy taxes 3,693,144 3,533,501 - - 3,693,144 3,533,501 Franchise taxes 1,796,606 1,950,934 - - 1,796,606 1,950,934 Business license taxes 1,018,677 1,203,591 - - 1,018,677 1,203,591 Use of money and property 1,212,032 3,371,724 69,851 241,958 1,281,883 3,613,682 Other revenues 1,499,306 2,831,748 2,674,174 181,532 4,173,480 3,013,280 35,578 73,574 Gain (loss) on sale of capital asset - - 35,578 73,574 Total general revenues 57,967,591 58,351,316 2,744,025 423,490 60,711,616 58,774,806 Total revenue 90,569,393 91,876,341 23,806,055 17,683,283 114,375,448 109,559,624 Expenses: General government 11,974,780 8,560,957 - - 11,974,780 8,560,957 Public safety 43,141,036 43,020,839 - - 43,141,036 43,020,839 10,589,076 Public works 11,588,895 10,589,076 - - 11,588,895 Cultural and leisure services 10,933,176 7,389,274 - - 10,933,176 7,389,274 Housing and community development 10,085,882 13,822,831 - - 10,085,882 13,822,831 266,651 Interest on long-term debt 266,651 637,624 - - 9,914,969 - - - Harbor Tidelands - - 4,998,098 7,689,071 4,998,098 7,689,071 Harbor Uplands - - 3,657,127 3,952,061 3,657,127 3,952,061 Wastewater - - 1,880,835 3,196,442 1,880,835 3,196,442 Solid Waste - - 3,610,925 3,431,017 3,610,925 3,431,017 Transit - - 3,288,696 3,113,076 3,288,696 3,113,076 17,435,681 21,381,667 105,426,101 115,317,237 Total expenses Change in net position before transfers Transfers 87,990,420 93,935,570 2,578,973 (2,059,229) (1,202,508) (1,017,605) 6,370,374 (3,698,384) 1,202,508 1,017,605 - 637,624 AB 1484 demand payment 8,949,347 - 9,914,969 (5,757,613) - . Extr aor dinar y Item Gain (loss) on dissolution of Redevelopment Agency Change in net position Net position, beginning of year Net position, end of year - 27,858,112 - - 27,858,112 1,376,465 24,781,278 7,572,882 (2,680,779) 8,949,347 22,100,499 182,534,770 157,753,492 59,573,976 62,254,755 242,108,746 220,008,247 $ 183,911,235 $ 182,534,770 $ 67,146,858 $ 251,058,093 $ 242,108,746 10 $ 59,573,976 Levels of revenues and expenditures also impact current assets and other liabilities and, therefore, cause changes in net assets. As reflected above, total revenues increased in fiscal year 2012-2013 by $4.9 million, or 4.5%. Major increases in program revenues are reflected mainly in: Charges for services due to an increase in rents and percentages in the Harbor Uplands Fund and growth in parking meter and structure fees, and increased rates for trash collection. General revenues increased primarily due to increases in property tax, sales tax, transient occupancy tax, and utility user’s tax. These increases were offset by decreases in Franchise taxes, Business license tax and use of money and property. The substantial decrease in use of money and property was due to the decline in investment earnings as a result of the slow recovering economy. The decrease in franchise tax and business license tax was also a result of the slow recovery of the economy. Citywide total expenses decreased $9.8 million, or 8.6%, when compared to fiscal year 2011-2012. The substantial decrease in expenses was primarily related to AB 1484 demand payment (Low and Moderate Income Housing Fund). There were also significant decreases in capital improvement projects and personnel cost related to the wastewater fund. Offsetting these decreases are increases in general government, public works, and culture and leisure services. Although personnel costs were lower resulting from a citywide hiring freeze, employee concessions, and elimination of funding for selected filled and vacant positions, these program expenses increased due to rises in PERS, workers’ compensation and general liability claims. Increases in workers’ compensation claims are attributable to an increase in reserves based on future legislation or ballot initiatives that may change statutory benefit levels and the outcomes of future administrative proceedings and litigation. Increases in general liability claims are attributable to higher reserves based on future legislation that may affect the tort liability system, and the outcomes of litigation. 11 Governmental Activities As reflected in the Changes in Net Position schedule above, the total governmental activity expenses were $88.0 million in fiscal year 2012-2013; and total revenues from governmental activities were $90.6 million, of which 36.0% were derived from program revenues consisting of charges for services and grants. On the following chart, the governmental activity expenses net of program revenues, decreased $5.0 million, or -8.0%, in fiscal year 2012-2013. Net expenses decreased substantially due to AB 1484 demand payment (Low and Moderate Income Housing Fund). There were also significant decreases in expenses related to general government, culture and leisure services and interest on long term debt. The decrease in general government resulted primarily from reductions in personnel costs as a result of a citywide hiring freeze, employee concessions and elimination of funding for selected filled and vacant positions. Culture and leisure services net expenses decreased due and reduction of construction expenses related to completion of project during prior year. The reduction of the balance of outstanding bonds also allows for a reduction in interest expense in addition to a reduction of interest on long term debt. Offsetting the above decreases are increases in public works and housing and community development are related to the construction expenses of the harbor patrol faculty and seaside lagoon rehabilitation projects. Although personnel costs were lower resulting from a citywide hiring freeze, employee concessions, and elimination of funding for selected filled and vacant positions, these program expenses increased due to more than offsetting rises in workers’ compensation and general liability claims. Percent Impact to Net Assets Governmental Activities: 2012-2013 Increase 2011-2012 (Decrease) Expenses Net of Program Revenues* General government $ (659,349) $ 1,855,508 -136% Public safety (38,262,249) (37,482,231) 2% Public works (7,054,804) (4,381,279) 61% Cultural and leisure services (7,297,631) (5,696,885) 28% Housing and community development (1,847,934) (4,153,065) -56% (266,651) (637,624) -58% (9,914,969) 100% $ (60,410,545) -8% Interest on long term debt AB 1484 demand payment - Total Governmental Activity Expenses Net of Program Revenues $ (55,388,618) *Program revenues are derived directly from the program itself or from parties outside the reporting government’s taxpayers or citizenry. They reduce the net cost of the function to be financed from the government’s general revenues. 12 The chart below is a graphical representation of the schedule above 13 General Revenues Related to Governmental Activities General Revenues 2012-2013 Taxes $ Use of money and property Other revenues Total General Revenues $ 2011-2012 55,220,675 $ 52,074,270 1,212,032 3,371,724 332,376 1,887,717 56,765,083 $ 57,333,711 General revenues are all other revenues not attributable to a specific program and, therefore, not categorized as program revenues. These revenues include taxes, use of money and property, and other revenues and decreased 0.9% over prior year. The largest decrease was use of money and other revenues. General Revenues 0.59% 2.14% Taxes Use of money and property Other revenues 97.28% 14 Business-Type Activities The City has five business-type activities: Harbor Tidelands, Harbor Uplands, Solid Waste, Wastewater, and Transit. The total net position of the business-type activities increased by $7.6 million from the prior year. Harbor Tidelands is used for the operations of small boat harbor facilities available to the general public, including related pier activities. This fund is restricted under the City Tidelands Trust Agreement with the State of California. In fiscal year 2012-2013, the total net position of the Harbor Tidelands increased $5.5 million from prior year. Harbor Uplands is also used for the operations of small boat harbor facilities available to the general public, including related pier activities. However, the use of these funds is subject only to the decisions of the City Council. In fiscal year 2012-2013, the total net position of Harbor Uplands increased by $161,406 from prior year. Wastewater is funded by a capital facility charge, or more commonly referred to as a sewer user fee. These funds are used to support the operations of the wastewater fund, which is restricted to sewer infrastructure improvements. In fiscal year 2012-2013, the total net position of Wastewater increased $1.9 million from the prior year. Solid Waste is the City’s comprehensive solid waste program, which includes refuse collection, recycling, and hazardous waste disposal services. The solid waste program is supported through user service fees. In fiscal year FY 2012-2013, the total net position of Solid Waste decreased $1,231 from prior year. Transit operations provide transportation services mainly to the cities of Redondo Beach, Hermosa Beach, and Manhattan Beach. The transit system is supported through bus passes, passenger fares, contributions from other local jurisdictions, Transportation Development Act Article 4 funding, and Propositions A and C discretionary funding. In fiscal year 2012-2013, the total net position of Transit did not change from prior year. INTERNAL SERVICE FUNDS The City has six internal service funds, as well as overhead. The internal service funds are: Vehicle Replacement, Building Occupancy, Information Technology, Self-Insurance Program, Emergency Communications, and Major Facilities Repair. These funds are used to account for interdepartmental operations where service providers (e.g., fleet, IT, building maintenance) recoup costs by charging user departments. FINANCIAL ANALYSIS OF INDIVIDUAL FUNDS As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Please note that unlike the Government-Wide financial statements displayed previously, the fund financial statements which follow are not reflected on a full accrual basis. Therefore, amounts reflected in the fund financial statements versus the Government-Wide statements may differ due to this change in accounting methodology. 15 Governmental Funds The focus of the City’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the City’s financial requirements. In particular, unrestricted fund balance may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year. Governmental Funds - The following schedule is a summary of governmental fund revenues for fiscal year ended June 30, 2013, and includes Major and NonMajor Funds. It reflects the amount and percent of increase or decrease of each source of revenue compared to the prior year. Source of Revenue Taxes Percent Amount Percent of (Decrease) Increase FY 12-13 Total FY 11-12 (Decrease) 55,882,844 62% $ (4,006,901) -7.2% Interdepartmental 6,656,858 7% (407,230) -6.1% Licenses & permits 1,259,505 1% 83,917 6.7% Fines & forfeitures 1,663,966 2% (29,180) -1.8% Use of money & property 3,146,954 3% 613,547 19.5% Intergovernmental 13,380,088 15% 2,959,776 22.1% Charges for services 7,461,642 8% 24,371 0.3% Other revenues 1,062,143 1% 1,885,905 177.6% 90,514,000 100% $ (4,552,717) -5.0% Total $ Increase $ Total governmental fund revenues decreased $4.6 million, or -5.0%, from fiscal year 2012-2013. Intergovernmental decreased $407,230 or 6.1%, due to reimbursements received for completion of grant funded projects. Charges for services decreased $9,107 or 0.1%, due to decreases in planning fees and plan check fees. Other revenues increased $1.9 million, or 182.2%, in addition, there were reductions of community donations to various areas of the City. 16 The following schedule is a summary of governmental fund expenditures by function for fiscal year ended June 30, 2013, and includes both Major and Non-Major Funds. It reflects the amount and percent of increase or decrease for each functional category of expenditures compared to the prior year. Governmental Funds Expenditures by Categories Fiscal Year 2012-13 Current: - Expenditures Increase Percent Amount Percent of (Decrease) Increase FY 12-13 Total FY 11-12 (Decrease) General government 7% Current: General government $ 9,285,279 11% $ 1,200,104 12.9% Public safety 42,480,962 49% 236,947 0.6% Public works 9,212,829 11% 1,816,963 19.7% Cultural and 3% 9% Public safety 17% Public works - leisure services 8,567,569 10% Housing and community development Capital outlay Debt service 9,360,093 11% 6,357,661 7% $ 38.3% Cultural and leisure services - 1,650,903 AB 1484 Demand Payment 3,285,372 86,915,296 (4,189,655) 866,303 -44.8% 13.6% 2% (740,473) -44.9% 0% (9,914,969) -100.0% 100% $ (7,439,408) 6% 9% 49% Housing and community development Capital outlay Total governmental fund expenditures decreased $7.4 million, or -8.5%, from fiscal year 2012-2013. As mentioned earlier, the variances are attributable to: General government increased by $1.2 million, or 12.9%, primarily due to increases in attorney fees. Public safety increased by $236,947, or .6%, due to personnel costs. Public Works increased by $1.8 million or 19.9% and Cultural and leisure services increased by $3.3 million, or 38.3%, due to increased personnel costs, as well as construction expenses related to LED Streetlight Replacement Project, Catalina Harbor Advanced Traffic Signal Management project, Aviation Gym Skylight project, Dale Page and Dominquez Park ADA Restroom improvement projects. Housing and community development substantially decreased by $4.2 million, or 44.8%, due to the housing Section 8 voucher program and the reduction in associated administrative costs, and impacts of sequestrations imposed by the Federal Government. Capital outlay expenditures increased by $866,303 or 13.6%, primarily due to completion of projects and, therefore, reduced construction expenses. Debt service expenditures substantially decreased by $740,473 or 44.9%. The substantial decrease was due to the refinancing of the Public Financing Authority 2001 Refunding Revenue Bonds. 17 Although there are three major funds in the City of Redondo Beach which are reported on page one on the MD & A, the following discussions focuses on the General Fund, which is the major operating fund of the City. . REVENUES VS. EXPENDITURES General Fund – Last Ten Years Revenues Expenditures $75 $70 Dollars in Millions $65 $60 $55 $50 $45 $40 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Fiscal Year End Impacts of both increases and decreases to General Fund revenues resulted in a net increase of $5.6 million, or 8.3%, from fiscal year 2011-2012. The increases in revenue were due to increases in property taxes, sales taxes, utilities users taxes and TOT taxes resulted from a slowly recovery economy and travel industries. The increase in these revenues was slightly offset by decreases related to lower investment earnings, franchise tax, business license tax and use of money and property. 18 General Fund Balance The fund balance of the General Fund as of June 30, 2013 was $17.6 million (includes Special Revenue – PERS Reserve Fund of $3.8 million), an increase of $4.2 million, when compared to the prior year. The City Council approved the constraints of the General Fund balance reflected below. FY 10-11 FY 11-12 $ 5,595,596 $ 5,712,942 Compensated Absences 1,088,635 1,108,239 607,602 Carryovers designations 1,283,994 936,283 1,358,673 Encumbrances 428,183 580,110 634,744 Legal Fees 313,000 - - Self-Insurance Program Fund Allocation 350,000 1,375,000 2,650,000 Health Ins Premium Increases 65,000 41,673 - MUNIS Upgrades 50,000 - - 4,007,236 - - 17,300 17,300 17,050 CalPers - - 3,813,747 Compensation Restoration - POA - 151,904 737,196 - 10,222 General Fund Contingency PERS Petty Cash Compensation Restoration - Management & Confidential FY 12-13 $ 5,889,783 Compensation Restoration - Other Bargaining Groups - - 113,830 Increase Offer to Unions - - 332,381 Assigned Contingency - - 1,000,000 25,258 - 272,083 Unassigned Balance As part of year-end activities, the City Council reviews the General Fund balance and determines how the City should commit/assign the unrestricted portion. As illustrated above, Council constraints of General Fund balance over the past several years reflect the City’s Strategic Plan. Aside from policy-designated amounts (i.e., General Fund Contingency and Compensated Absences), much of the money is committed or assigned to accomplish strategic goals. 19 GENERAL FUND BUDGETARY HIGHLIGHTS The final amended fiscal year 2012-2013 budget totaled $72.9 million, excluding transfers out and including net amendments of $4.3 million to the originally adopted budget. The City Council adopts budget adjustments during the year to reflect both changed priorities and consideration of events that took place subsequent to the budget adoption. The amendments can be briefly summarized as follows: Appropriation of $370,000 for special and run-off elections.. Appropriations of $200,000 for the intervener participation in the California Energy Commission’s review of the AES Corporation’s application for a new power plant application. Funding of prior-year encumbrances of $680,108. Funding of carry-over appropriations of $936,283. Increased mid-year appropriations by $2,099,208. Budget amendments were funded from/credited to available fund balance. During the year, however, revenues exceeded budgetary estimates by approximately $540,000 and expenditures were $5.2 million less than budgetary estimates, primarily due to personnel vacancies and contractual services that were not completed by year-end. CAPITAL ASSETS AND DEBT ADMINISTRATION Capital Assets Capital assets of the City, including infrastructure assets are those assets used in the performance of the City’s functions. At June 30, 2013, net capital assets of the governmental and business-type activities totaled $143 million and $43.8 million, respectively. Depreciation on capital assets is recognized in the GovernmentWide financial statements. The City has elected to use the “Modified Approach” as defined by GASB 34 for infrastructure reporting for its paving system (streets). Under GASB 34, eligible infrastructure capital assets are not required to be depreciated as long as: The City manages the eligible infrastructure capital assets using an asset management system with characteristics of: 1) an up-to-date inventory, 2) condition assessments which summarize the results using a measurement scale, and 3) estimated annual amounts budgeted to maintain and preserve an established condition assessment level. The City documents the eligible infrastructure capital assets being preserved approximately at the established and disclosed condition assessment level. 20 Prior to FY 2008-2009, the City’s PQI rating, an amalgam of the PCR and the International Roughness Index (IRI) established by the World Bank, was based on a 10.0 scale. In fiscal year 2008-2009, the PQI rating was converted to a 100 point scale to make it comparable to alternative pavement rating methods. City policy was to achieve an average rating of 80 for all streets by fiscal year 2008-2009 and maintain this rating on a go-forward basis. This rating allows minor cracking and raveling of the pavement along with minor roughness that could be noticeable to drivers traveling at posted speeds. As of June 30, 2013 the City’s street system was rated at a PQI of 83. The City’s budget for street maintenance for the fiscal year ended June 30, 2013 was $10.2 million. Actual expenditures were $2.7 million, with the remaining budget carried forward as continuing appropriations. The City is judiciously investing in this infrastructure asset as part of the five-year Capital Improvement Program and will continue to rehabilitate and maintain its streets in order to achieve this goal. The estimated expenditures required to maintain and improve the overall condition of the streets from July 1, 2013 through June 30, 2014 is a minimum of $5.2 million. More information on the modified approach for City streets infrastructure capital assets is behind the tab section titled Required Supplementary Information. Accumulated Depreciation Original Cost Book Value Capital Assets - Governmental Activities Land Buildings and Improvements Equipment, Vehicles, Machinery Work in Progress Construction in Progress Infrastructure Total $ 16,522,947 45,979,533 23,496,354 1,003,491 5,717,382 126,984,106 $ (16,982,445) (14,659,176) (45,081,415) $ 16,522,947 28,997,088 8,837,178 1,003,491 5,717,382 81,902,691 $ 219,703,813 $ (76,723,036) $ 142,980,777 $ 11,323,255 684,062 30,708,383 4,337,465 25,487,615 $ (15,266,076) (13,471,564) - $ 11,323,255 684,062 15,442,307 (9,134,099) 25,487,615 $ 72,540,780 $ (28,737,640) $ 43,803,140 Capital Assets - Business-Type Activities Land Construction in Progress Buildings and Improvements Equipment, Vehicles, Machinery Infrastructure Total For more information on the City’s capital assets, refer to Note 6 of the Notes to Financial Statements and also the tab section titled Capital Assets Used in the Operation of Governmental Funds. 21 DEBT ADMINISTRATION Debt service funds are used to account for the accumulation of resources for payment of interest and principal on bonds issued by the City. The ratio of net bonded debt to assessed valuation and the amount of bonded debt per capita for the fiscal year 2012-2013 are provided below. These indicators provide important information for management and concerned citizens, as well as potential investors. Amount Net Direct: Bonded Debt $ 1,334,000 Ratio of Debt to Assessed Value of Property 0.11% Debt per Capita $ 198.01 Bonds issued by the Public Financing Authority (PFA), also a component unit of the City, were originally issued to provide funds to acquire the 1996 Tax Allocation Bonds of the Redevelopment Agency, to finance certain redevelopment activities with respect to the South Bay Center project area and to provide new monies for certain public capital improvements within the City. In addition, bonds were issued to refinance the Redevelopment Agency’s Pier Reconstruction bonds and to finance various improvements to, and to remedy a variety of deficiencies in the facilities of the Wastewater Enterprise. The City has no general obligation bond indebtedness. For a complete listing of the City’s long-term debt obligations, refer to Note 8 of the notes to financial statements. ECONOMIC FACTORS AND NEXT YEAR’S BUDGET AND RATES Fiscal year 2012-2013 finds the City’s finances have stabilized, but at a much lower level than forecasted. More work has to be done as we maneuver through the next financial and economic challenges. We face strong headwinds from high unemployment, high oil prices, housing defaults, increasing pension and health care costs, accelerated regional and global competition, record level state and federal deficits, raising business failures, and low confidence in government. General Fund revenues from outside sources are projected to decrease $1,345,780 from the fiscal year 2012-2013 midyear budget. Budgetary expectations reflect: Property Tax revenue for fiscal year 2013-2014 is projected to decrease by $739,607, or 3.5%, to $20,500,000, excluding property tax in lieu of VLF and homeowners’ exemptions. This decrease is primarily due to the FY 2012-13 one-time receipts ($1.6 million) of property tax representing the City’s portion of the State’s/County’s distribution of the former Redevelopment Agency’s housing funds. Overall, the economy is slowly recovering, with some improvement in the housing market. Redondo Beach’s housing market has been fairly stable through the housing downturn due to its coastal location. Property tax revenue is the City’s number one source of operating revenue. Sales and Use Tax revenue is projected to increase $324,000, or 3.2%, to $10,498,000. Sales tax revenue is generally up due to new businesses replacing closures and an increase in consumer spending. This projection is conservatively based on analysis of current trends, including annual adjustments to the State “triple flip” sales tax apportionment, receipts from the City’s largest sales tax sources, levels of consumer disposable income, heightened regional sales tax competition and moderating consumer confidence. 22 Utility Users’ Tax (UUT) revenue is projected to decline by $200,000, or 2.5%, to $7,800,000 with consumers’ conservation efforts and business closures due to the depressed economy. This estimate is based upon analysis of the projected performance from each of the categorical components of the City’s UUT tax base, including electricity, natural gas, telecommunications, water, and cable television. UUT revenue provides support for essential City operational services. Franchise Fees are projected to increase by $75,000, or 4.0%, to $1,950,000 for FY 2013-14. Components of franchise fee revenue include Time Warner cable television operations, Southern California Edison electricity franchise, Southern California Gas operations, Verizon, and taxicab franchise operations. With the exception of revenues from Southern California Gas, revenues from franchise fees reflect moderate increases, which is in line with growth in local operations. Cable television franchise fees represent about 50% of the overall franchise fee revenue estimate for FY 201314, while projected revenue from the electricity franchise represents about 20%. The franchise revenue generated from the sale and transport of natural gas utilized to power the local AES power plant represents approximately 20% of the total franchise fee estimate. Cyclical uncertainties of the deregulated energy environment and their impacts upon the productive utilization rate of the AES power plant require a conservative estimate from this revenue source. Investment Earnings for the General Fund for fiscal year 2013-14 are projected to decrease by $210,000, or 35.0%, to $390,000. This decline is attributable to lower interest rates within the investment marketplace, a reduction in the overall size of the portfolio and the financial unfeasibility of the annual TRANs program. The three major components of the portfolio are: liquid investments with the State Local Agency Investment Fund, and both Federal Agency and high-grade corporate Medium-Term Note Investments structured with a 1 to 5 year investment maturity matrix. Enhanced cash management activities serve as core elements of the City Treasurer's comprehensive cash management program. In addition, implementation of a strategically focused capital improvement program (CIP) cash management plan will serve to enhance investment returns from CIP funding sources, while ensuring CIP program liquidity. Budgeted General Fund appropriations decreased 2.1%, or $1,468,867, to $68,160,062, from the midyear budget. Personnel costs increased .8%, primarily due to the Public Employees Retirement System (PERS) employer contribution rate increases from 14.080% to 14.526% for the miscellaneous group and from 38.386% to 40.391% for public safety. When added to the employee contribution rates of 7% and 9% for the miscellaneous and public safety groups, respectively, the total rates used in calculating the fiscal year 2012-2013 personnel amounts are 21.526% and 49.391%. Internal service fund appropriations decreased by approximately $3.6 million from FY2011-12 budgeted amounts. The largest decreases are due to the Emergency Communications and Vehicle Replacement Funds, which had one-time equipment replacement needs in FY 2011-12 that are yet to be reflected in FY 2012-13. The FY 2011-12 maintenance and operations midyear budget is much higher than the FY 2012-13 because the midyear budget also reflects carryover appropriations of $1.7 million, including carryover encumbrances of about $428 thousand. These carryovers increase the FY 2011-12 amounts and will not be included in FY 2012-13 until year-end adjustments are made. During FY 2012-2013, Redondo Beach experienced a 2.7% change in real property assessed valuations, compared to last year’s 3.11%. Hotel occupancy rates decreased by 3.3%, and Transient Occupancy Tax revenue increased by 4.5%, due to improved visitation and increased days of stay. The Utility users’ tax revenue reflected an increase of 3.90% in FY 2012-2013. Redondo Beach continues to exceed the countywide average in total taxable retail sales, ranking 31 out of 89 cities. Redondo Beach experienced a decrease in its unemployment rate from 6.4% in FY 2011-2012 to 5.4% in FY 2012-2013, which is well below the Los Angeles County and State of California FY 2012-2013 unemployment rates of 9.2% and 8.9%, respectively. All sectors of the national and regional economy have been impacted by the stagnant economy. Fortunately, the South Bay region has not been negatively impacted nearly as much as other areas of Southern California. Opportunities still exist to further minimize the impacts and set the stage for improvement. In order to continue to retain and attract business and stimulate tourism, the City must strive to maintain a business friendly attitude and to provide the highest quality in municipal services. 23 CONTACTING THE CITY’S FINANCIAL MANAGEMENT The financial report is designed to provide our citizens, taxpayers, customers, investors and creditors with a general overview of the City’s finances and to show the City’s accountability for the money it receives. If you have questions about this report, or need additional financial information, contact the Financial Services Department at 415 Diamond Street, Redondo Beach CA 90277, phone 310-318-0683, or e-mail [email protected] 24 BASIC FINANCIAL STATEMENTS 25 GOVERNMENT-WIDE FINANCIAL STATEMENTS 26 CITY OF REDONDO BEACH Statement of Net Position June 30, 2013 Governmental Activities Primary Government Business-Type Activities Total ASSETS Cash and investments Receivables: Accounts Interest Taxes Notes and loans Internal balances Due from other governments Advances to other governments Prepaid items Deferred charges Restricted cash and investments with fiscal agents Capital assets: Nondepreciable Depreciable, net $ 55,249,318 $ 23,037,950 $ 78,287,268 578,024 58,928 160,792 236,933 159,391 7,903,737 29 266,979 4,099,468 1,808,426 317,788 3,871,288 4,542,284 7,931 7,910,221 8,439,468 99,516 404,668 5,742,357 77,297,856 65,682,921 12,007,317 31,795,823 89,305,173 97,478,744 Total capital assets 142,980,777 43,803,140 186,783,917 Total assets 217,909,761 80,305,371 298,215,132 1,230,402 258,860 3,871,288 4,381,492 (229,002) 7,750,830 535,731 99,487 137,689 1,642,889 27 CITY OF REDONDO BEACH Statement of Net Position June 30, 2013 Primary Government Governmental Activities Business-Type Activities 4,552,798 3,575,223 150,000 96,900 854,355 76,018 1,047,691 476,894 154,012 5,600,489 3,575,223 150,000 96,900 1,331,249 230,030 162,323 802,585 1,123,187 24,934 539,126 187,257 802,585 1,662,313 2,298,410 15,524,709 4,719,833 352,985 10,562,871 2,651,395 15,524,709 15,282,704 Total noncurrent liabilities 24,631,047 11,479,916 36,110,963 Total liabilities 33,936,341 13,158,513 47,094,854 142,096,683 38,936,171 181,032,854 Total LIABILITIES Accounts payable Accrued liabilities Pollution remediation liability Accrued interest Unearned revenue Deposits payable Noncurrent liabilities: Due within one year: Compensated absences payable Claims and judgments payable Other long-term debt Due in more than one year: Compensated absences payable Claims and judgments payable Other long-term debt NET POSITION Net investment in capital assets Restricted for: Debt service Public safety Public works Housing and community development 6,818,696 1,240,969 8,573,727 1,070,333 Total restricted 17,703,725 Unrestricted 24,173,012 $ Total net position See accompanying notes to basic financial statements. 28 183,973,420 - 6,818,696 1,240,969 8,573,727 1,070,333 - 17,703,725 28,210,687 $ 67,146,858 52,383,699 $ 251,120,278 CITY OF REDONDO BEACH Statement of Activities and Changes in Net Position For the year ended June 30, 2013 Functions/Programs Expenses Program Revenues Operating Capital Grants and Grants and Contributions Contributions Charges for Services Net (Expense) Revenue and Changes in Net Position Total Governmental Activities Business-Type Activities $ $ Total Primary government: Governmental activities: General government Public safety Public works Cultural and leisure services Housing and community development Interest on long term debt $ Total governmental activities 11,974,780 43,141,036 11,588,895 10,933,176 10,085,882 266,651 $ 11,315,431 4,466,605 2,170,823 1,770,757 2,246,976 - 87,990,420 21,970,592 4,998,098 3,657,127 1,880,835 3,610,925 3,288,696 $ 412,182 1,677,530 1,845,169 5,990,972 - $ 685,738 19,619 - $ 11,315,431 4,878,787 4,534,091 3,635,545 8,237,948 - (659,349) (38,262,249) (7,054,804) (7,297,631) (1,847,934) (266,651) 9,925,853 705,357 32,601,802 5,572,625 3,760,715 3,764,711 3,396,353 349,454 19,055 1,653,613 2,545,504 - 8,118,129 3,760,715 3,764,711 3,415,408 2,003,067 - 3,120,031 103,588 1,883,876 (195,517) (1,285,629) 3,120,031 103,588 1,883,876 (195,517) (1,285,629) 17,435,681 16,843,858 1,672,668 2,545,504 21,062,030 - 3,626,349 3,626,349 105,426,101 $ 38,814,450 $ 11,598,521 3,250,861 $ 53,663,832 3,626,349 (51,762,269) (55,388,618) - $ (659,349) (38,262,249) (7,054,804) (7,297,631) (1,847,934) (266,651) (55,388,618) Business-type activities: Harbor Tidelands Harbor Uplands Wastewater Solid Waste Transit Total business-type activities Total primary government $ 29 $ (55,388,618) CITY OF REDONDO BEACH Statement of Activities and Changes in Net Position For the year ended June 30, 2013 Governmental Activities Business-Type Activities 30,728,698 3,693,144 10,228,355 1,796,606 1,018,677 7,711,580 8,703 34,912 1,212,032 1,499,306 35,578 (1,202,508) 69,851 2,674,174 1,202,508 30,728,698 3,693,144 10,228,355 1,796,606 1,018,677 7,711,580 8,703 34,912 1,281,883 4,173,480 35,578 - 56,765,083 3,946,533 60,711,616 1,376,465 7,572,882 8,949,347 Total General revenues and tranfers: Taxes: Property taxes Transient occupancy taxes Sales Taxes Franchise Taxes Business licenses taxes Utilities users taxes Other taxes Motor vehicle license in lieu - unrestricted Use of money and property Other Gain on sale of capital assets Transfers Total general revenues and transfers Change in net position Net position, beginning of year Net position, end of year See accompanying notes to basic financial statements. 30 182,534,770 59,573,976 242,108,746 $ 183,911,235 $ 67,146,858 $ 251,058,093 FUND FINANCIAL STATEMENTS Governmental Fund Financial Statements Proprietary Fund Financial Statements Fiduciary Fund Financial Statements 31 GOVERNMENTAL FUND FINANCIAL STATEMENTS General Fund - The General Fund is used to account for all revenues and expenditures that are not required to be accounted for in another fund. Other Intergovernmental Grants Special Revenue Fund – To account for federal, state and other governmental agencies grant funding that supplements local funding. Public Financing Authority Debt Service Fund – To account for the payment of interest and principal on tax allocation bonds and other debt issued to finance City and redevelopment activities. Total Non-Major Funds - The aggregate of all the non-major governmental funds. 32 CITY OF REDONDO BEACH Balance Sheet Governmental Funds June 30, 2013 Special Revenue Funds Debt Service Funds Other Public Financing Intergovernmental Grants Authority General Total Non-Major Funds Total Governmental Funds ASSETS Pooled cash and investments Receivables: Accounts Interest Taxes Notes and loans Prepaid costs Due from other funds Due from other governments Advances to other funds Advances to other governments Restricted assets: Cash and investments with fiscal agents Total assets $ 16,694,674 $ 352,996 $ 125,000 1,148 881,961 - 954,976 221,851 3,871,288 21,430 99,401 333,930 393,275 1,195,660 - 345,184 $ 14,501 99 6,280,000 - - 16,526,923 $ 121,204 35,762 4,360,062 195,594 1,215,681 258,860 3,871,288 4,381,492 99,401 333,930 7,750,830 1,195,660 535,731 - 535,731 1,642,889 33,919,777 - 1,642,889 $ 23,786,485 $ 1,361,105 $ 8,282,673 $ 21,775,276 $ 55,205,539 $ 1,321,001 3,575,223 150,000 8,425 76,018 1,097,676 - $ 975,393 845,930 584,159 - $ 1,195 267,122 1,195,660 $ 941,184 274,817 1,435,188 - $ 3,238,773 3,575,223 150,000 854,355 76,018 541,939 3,117,023 1,195,660 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable Accrued liabilities Pollution remediation liability Unearned revenue Deposits payable Due to other funds Deferred revenue Advances from other funds Total liabilities 6,228,343 2,405,482 33 1,463,977 2,651,189 12,748,991 CITY OF REDONDO BEACH Balance Sheet Governmental Funds June 30, 2013 Special Revenue Funds Debt Service Funds Other Public Total Total Intergovernmental Financing Non-Major Governmental Grants Authority Funds Funds 16,010,908 3,113,179 - 120,831 22,829,604 5,889,783 14,388,624 (772,294) General Fund Balances: Nonspendable Restricted Committed Assigned Unassigned 120,831 5,889,783 11,275,445 272,083 17,558,142 Total fund balances Total liabilities and fund balances See accompanying notes to basic financial statements. (1,044,377) $ 23,786,485 6,818,696 - (1,044,377) $ 1,361,105 34 6,818,696 $ 8,282,673 19,124,087 $ 21,775,276 42,456,548 $ 55,205,539 CITY OF REDONDO BEACH Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position June 30, 2013 Total Fund Balance - Total Governmental Funds $ 42,456,548 Amounts reported for governmental activities in the Statement of Net Position were different because: Capital assets net of depreciation have not been included as financial resources in governmental fund activity. Non-depreciable Depreciable, net Total capital assets Government-Wide Statement of Net Position Internal Service Funds $ $ $ 77,297,856 65,682,921 142,980,777 $ (4,778,587) (4,778,587) 77,297,856 60,904,334 138,202,190 Accrued interest payable on long-term debt did not require current financial resources. Therefore, accrued interest payable was not reported as a liability in governmental funds. (96,900) Bond issuance costs from issuing debt were expenditures in the fund financial statements. However, they were deferred and subject to capitalization and amortization in the Government-Wide Financial Statements. 137,689 Revenues were recorded as deferred revenue in the governmental funds because they did not represent current financial resources at year end. end However, However they were recognized as revenues in the Government-Wide Financial Statements. 3,117,023 Internal Service funds were used by management to charge the costs of certain activities, such as insurance and fleet, management, to individual funds. The assets and liabilities of the Internal Service funds were included in governmental activities in the Government-Wide Statement of Net Position. 7,297,405 Long-term liabilities were not due and payable in the current period. Therefore, they were not reported in the governmental funds: Other long-term debt - due within one year Government-Wide Statement of Net Position Internal Service Funds $ $ Other long-term debt - due in more than one year Compensated absences payable - due within one year (4,719,833) (162,323) Compensated absences payable - due in more than one year Total long-term liabilities $ Net Position of Governmental Activities See accompanying notes to basic financial statements. (1,123,187) (2,298,410) (8,303,753) $ 439,198 (683,989) 444,894 18,413 (4,274,939) (143,910) 260,713 1,163,218 (2,037,697) (7,140,535) $ 35 183,973,420 CITY OF REDONDO BEACH Statement of Revenues, Expenditures, and Changes in Fund Balances Governmental Funds For the year ended June 30, 2013 Special Revenue Funds Debt Service Funds Other Public Intergovernmental Financing Grants Authority General REVENUES: Taxes Interdepartmental Licenses and permits Intergovernmental Charges for services Use of money and property Fines and forfeitures Miscellaneous Total revenues $ 55,882,844 6,656,858 1,259,505 54,040 5,216,209 1,879,243 1,620,958 857,815 $ 3,149,452 120,940 $ 1,225,845 80 Total Non-Major Funds $ 10,176,596 2,245,433 41,866 43,008 83,308 Total Governmental Funds $ 55,882,844 6,656,858 1,259,505 13,380,088 7,461,642 3,146,954 1,663,966 1,062,143 73,427,472 3,270,392 1,225,925 12,590,211 90,514,000 9,285,279 41,945,269 3,122,050 5,236,471 8,567,569 - 418,617 69,320 2,947,513 119,155 - 117,076 6,118,888 3,907,038 3,410,148 9,285,279 42,480,962 9,360,093 9,212,829 8,567,569 6,357,661 EXPENDITURES: Current: General government Public safety Housing and community development Public works Cultural and leisure services Capital outlay Debt Service: Principal retirement Interest and fiscal charges Total expenditures EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 68,156,638 5,270,834 - 1,380,000 270,903 3,435,450 1,770,058 (165,058) (544,133) 36 13,553,150 (962,939) 1,380,000 270,903 86,915,296 3,598,704 CITY OF REDONDO BEACH Statement of Revenues, Expenditures, and Changes in Fund Balances Governmental Funds For the year ended June 30, 2013 General Special Revenue Funds Debt Service Funds Other Public Intergovernmental Financing Grants Authority Total Non-Major Funds Total Governmental Funds OTHER FINANCING SOURCES (USES): Transfers in Transfers out Total other financing sources (uses) Net change in fund balances 839,865 (1,943,237) (1,103,372) 440,600 440,600 4,167,462 275,542 (544,133) 1,943,237 (2,494,080) (550,843) 3,223,702 (4,437,317) (1,213,615) (1,513,782) 2,385,089 20,637,869 40,071,459 FUND BALANCES: Beginning of year End of year 13,390,680 $ 17,558,142 See accompanying notes to basic financial statements. (1,319,919) $ (1,044,377) 7,362,829 $ 6,818,696 37 $ 19,124,087 $ 42,456,548 CITY OF REDONDO BEACH Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities Year ended June 30, 2013 Net Change In Fund Balances - Total Governmental Funds $ 2,385,089 Amounts reported for governmental activities in the Statement of Activities were different because: Governmental funds report capital outlays as expenditures. However, in the Government-Wide Statement of Activities and Changes in Net Position, the costs of those assets was allocated over their estimated useful lives as depreciation expense. This was the amount of capital assets recorded in the current period. $ Funds Government-Wide Capital Outlay Expenses 6,357,661 Government-Wide Statement of Net Position Depreciation expense on capital assets was reported in the Government-Wide Statement of Activities and Changes in Net Position, but they did not require the use of current financial resources. Therefore, depreciation expense was not reported as expenditures in the governmental funds. $ (4,218,475) $ (2,043,328) Capital asset contribution $ (2,545,504) 1,768,829 Internal Service Funds $ 1,139,594 (3,078,881) Long-Term compensated absences 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, long-term compensated absences was not reported as expenditures in the governmental funds. 215,925 Repayment of principal of long-term debt was an expenditure in governmental funds, but the repayment reduced long-term liabilities in the Government-Wide Statement of Net Position: Principal retirement 1,380,000 Amortization expense 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, amortization expense was not reported as an expenditure in the governmental funds: Amortization of bond premium Amortization of deferred charges 38 18,989 (27,537) CITY OF REDONDO BEACH Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities Year ended June 30, 2013 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 the prior year. 12,800 Certain revenues were recorded as deferred revenue in the governmental funds because they were not available as current financial resources. However, they were included as revenue in the Government-Wide Statement of Activities and Changes in Net Position under the full accrual basis. (156,508) Internal service funds were used by management to charge the costs of certain activities, such as insurance and fleet management, to individual funds. The net revenue of the internal service funds was reported with governmental activities. (1,080,056) Change in Net Position of Governmental Activities See accompanying notes to basic financial statements. $ 39 1,438,650 PROPRIETARY FUND FINANCIAL STATEMENTS Harbor Tidelands Enterprise Fund - To account for the operations of small boat harbor facilities available to the general public, including related pier activities. The use of this fund is restricted under the City Tideland Trust Agreement with the State of California. Harbor Uplands Enterprise Fund - To account for the operations of small boat harbor facilities available to the general public, including related pier activities. The use of this fund is subject only to the decisions of the City Council. Wastewater Enterprise Fund - To account for the capital facility charge, more commonly referred to as a sewer user fee. The capital facility charge is designed to reimburse the City's wastewater system for the capital costs to provide wastewater capacity to new system users. This charge is associated with the expansion of the system required over time to address increases in wastewater flow generated by new development. Solid Waste Enterprise Fund - To account for revenues and expenses related to the City's comprehensive solid waste program, including AB 939 funds. Transit Enterprise Fund - To account for transportation activities of the City. Internal Service Funds - These funds are used to account for interdepartmental operations where it is the stated intent that costs of providing services to the departments of the City on a continuing basis be financed or recovered primarily by charges to the user departments. 40 CITY OF REDONDO BEACH Statement of Net Position Proprietary Funds June 30, 2013 Business-Type Activities - Enterprise Funds Harbor Solid Uplands Wastewater Waste Transit Harbor Tidelands Total Governmental Activities Internal Service Funds 23,037,950 $ 21,329,541 578,024 58,928 160,792 236,933 159,391 29 266,979 14,721 86 - ASSETS Current assets: Cash and cash equivalents Receivables: Accounts Interest Notes and loans Due from other funds Due from other governments Prepaid items Deferred charges Restricted: Cash with fiscal agent Total current assets Noncurrent assets: Advance to other government Capital assets: Non-depreciable Depreciable, net $ 13,869,805 220,582 48,187 160,792 236,933 - $ 2,004,103 155,827 7,959 - $ 5,625,524 60,742 56,065 266,979 4,099,468 $ 1,228,347 $ 310,171 98,340 43,183 29 - 42,533 2,782 60,143 - - - $ 4,099,468 - 14,536,299 2,167,889 5,791,049 2,112,688 3,948,589 16,293,281 7,546,617 5,499,942 512,111 8,431,563 93,292 1,477,745 12,007,317 31,795,823 4,778,587 Total capital assets 20,241,870 13,046,559 8,943,674 93,292 1,477,745 43,803,140 4,778,587 Total noncurrent assets 26,032,919 15,159,247 8,943,674 93,292 1,477,745 51,706,877 4,778,587 Total assets 40,569,218 17,327,136 19,052,452 1,463,191 1,893,374 80,305,371 26,122,935 41 10,108,778 - 1,369,899 - 415,629 - 28,598,494 7,903,737 21,344,348 - CITY OF REDONDO BEACH Statement of Net Position Proprietary Funds June 30, 2013 LIABILITIES Current liabilities: Accounts payable Deposits payable Due to other funds Unearned revenue Accrued compensated absences Accrued claims and judgments Bonds, notes, and capital leases Total current liabilities Noncurrent liabilities: Accrued claims and judgments Accrued compensated absences Bonds, notes, and capital leases Total noncurrent liabilities Total liabilities NET POSITION Net investment in capital assets Unrestricted Total net position Harbor Tidelands Business-Type Activities - Enterprise Funds Harbor Solid Wastewater Waste Transit Uplands Total Governmental Activities Internal Service Funds 168,183 131,217 8,425 296,500 149,252 22,795 6,430 - 34,763 44,488 4,545 242,626 273,280 52,804 2,965 - 422,213 379,602 2,569 - 1,047,691 154,012 476,894 24,934 539,126 1,314,025 20,993 18,413 802,585 439,198 604,325 178,477 326,422 329,049 804,384 2,242,657 2,595,214 119,289 2,355,354 91,042 - 64,329 8,207,517 41,978 - 36,347 - 352,985 10,562,871 15,524,709 260,713 444,894 2,474,643 91,042 8,271,846 41,978 36,347 10,915,856 16,230,316 3,078,968 269,519 8,598,268 371,027 840,731 13,158,513 18,825,530 19,725,576 17,764,674 13,046,559 4,011,058 4,592,999 5,861,185 93,292 998,872 1,477,745 (425,102) 38,936,171 28,210,687 3,894,495 3,402,910 $ 37,490,250 $ 17,057,617 See accompanying notes to basic financial statements. 42 $ 10,454,184 $ 1,092,164 $ 1,052,643 $ 67,146,858 $ 7,297,405 CITY OF REDONDO BEACH Statement of Revenues, Expenses and Changes in Net Position Proprietary Funds For the year ended June 30, 2013 Business-Type Activities - Enterprise Funds Harbor Solid Uplands Wastewater Waste Transit Harbor Tidelands Total Governmental Activities Internal Service Funds OPERATING REVENUES: Sales and service charges Harbor rentals Miscellaneous Total operating revenues $ 1,055,230 4,517,395 2,435,111 $ 1,585,287 2,175,428 43,846 $ 3,764,711 - $ 3,396,353 194,286 $ 349,454 931 $ 10,151,035 6,692,823 2,674,174 $ 15,289,813 82,000 8,007,736 3,804,561 3,764,711 3,590,639 350,385 19,518,032 15,371,813 OPERATING EXPENSES: Personnel services Contractual services Administrative and general expenses Depreciation expense Total operating expenses 2,939,881 81,135 1,376,973 468,007 4,865,996 1,709,927 400,672 1,272,642 273,886 857,931 77,514 300,751 202,589 753,709 2,512,281 328,711 16,224 354,273 2,052,614 651,539 230,270 6,615,721 5,124,216 3,930,616 1,190,976 3,657,127 1,438,785 3,610,925 3,288,696 16,861,529 5,324,509 7,481,937 2,936,316 756,025 16,498,787 OPERATING INCOME (LOSS) 3,141,740 147,434 2,325,926 (20,286) (2,938,311) 2,656,503 (1,126,974) 19,055 19,055 1,638,257 15,356 1,653,613 1,657,312 69,851 (574,152) 15,356 1,168,367 (1,231) (1,284,698) 3,824,870 NONOPERATING REVENUES (EXPENSES): Intergovernmental Investment income Interest expense Gain on sale of capital assets Total nonoperating revenues (expenses) INCOME (LOSS) BEFORE TRANSFERS AND CAPITAL CONTRIBUTIONS 55,879 (132,102) (76,223) 3,065,517 13,972 13,972 (442,050) (442,050) 161,406 1,883,876 35,811 35,811 (1,091,163) CAPITAL CONTRIBUTIONS: Capital asset contribution TRANSFERS: Transfers in Transfers out Total transfers Change in net position 2,545,504 (82,190) (82,190) 5,528,831 - - - - - - 161,406 1,883,876 - 2,545,504 1,284,698 1,284,698 (1,231) - 1,284,698 (82,190) 1,202,508 - 446,846 (435,739) 11,107 7,572,882 (1,080,056) NET POSITION: Beginning of year End of year 31,961,419 16,896,211 $ 37,490,250 $ 17,057,617 8,570,308 $ 10,454,184 See accompanying notes to basic financial statements. 43 1,093,395 $ 1,092,164 1,052,643 $ 1,052,643 59,573,976 $ 67,146,858 8,377,461 $ 7,297,405 CITY OF REDONDO BEACH Statement of Cash Flows Proprietary Funds For the year ended June 30, 2013 Business-Type Activities - Enterprise Funds Harbor Solid Uplands Wastewater Waste Transit Harbor Tidelands Total Governmental Activities Internal Service Funds $ 19,662,864 (9,942,294) (6,672,287) $ 15,375,031 (8,478,640) (5,320,407) CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers and users Cash payments to suppliers for goods and services Cash payments to employees for services Net cash provided (used) by operating activities $ 8,078,581 (2,018,454) (3,019,002) $ 3,845,370 (1,957,423) (1,710,181) 3,041,125 177,766 $ 3,760,701 (476,840) (854,206) 2,429,655 $ 3,641,820 (2,785,424) (742,275) $ 336,392 (2,704,153) (346,623) 114,121 (2,714,384) 3,048,283 1,575,984 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers in Transfers out Repayment received from other funds Repayment received from other governments Advance to other funds Subsidy from grants Net cash provided (used) by noncapital financing activities (82,190) 29,788 (18,472) - (6,742) - 122,023 (56,065) (23,139) - 1,284,698 1,658,409 1,284,698 (82,190) 151,811 (23,139) (25,214) 1,602,344 446,846 (435,739) - (70,874) (6,742) 65,958 (23,139) 2,943,107 2,908,310 11,107 (994,334) (283,732) (132,102) - (516,716) - (512,111) (232,626) (442,050) - - (266,007) 15,356 (2,289,168) (516,358) (574,152) 15,356 (1,136,846) 474,473 (450,560) 35,811 (1,410,168) (516,716) (1,186,787) - (250,651) (3,364,322) (1,077,122) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Acquisition and construction of capital assets Proceeds from new capital leases Principal paid on capital debt Interest paid on capital debt Proceeds from sales of capital assets Net cash used by capital and related financing activities CASH FLOWS FROM INVESTING ACTIVITIES: Interest received Net cash provided (used) by investing activities Net increase (decrease) in cash and cash equivalents 69,156 17,347 - - (431) 86,072 - 69,156 17,347 - - (431) 86,072 - (22,359) 2,678,343 1,629,239 (328,345) 1,308,826 90,982 509,969 CASH AND CASH EQUIVALENTS: Beginning of year End of year 12,240,566 2,332,448 8,416,166 1,137,365 $ 13,869,805 $ 2,004,103 $ 9,724,992 $ 1,228,347 44 $ 332,530 24,459,075 20,819,572 310,171 $ 27,137,418 $ 21,329,541 - - - - - (4,099,468) CITY OF REDONDO BEACH Statement of Cash Flows, Continued Proprietary Funds For the year ended June 30, 2013 Governmental Business-Type Activities - Enterprise Funds Activities Harbor Harbor Tidelands Uplands Wastewater Waste Solid Internal $ 13,869,805 - $ 2,004,103 - $ 5,625,524 4,099,468 $ 1,228,347 - $ $ 13,869,805 $ 2,004,103 $ 9,724,992 $ 1,228,347 $ $ $ 147,434 $ 2,325,926 $ $ (2,938,311) 468,007 273,886 202,589 16,224 230,270 62,623 1,853 (643,334) 8,222 2,014 - 57,809 197 (284,306) (17,000) (254) - (18,382) 12,714 (111,289) 3,725 14,372 (56,283) 96,021 65 55,568 11,435 11,377 1,206 32,880 7,650 (48,079) 46,973 96,021 2,115 12,714 (950,481) (8,778) 24,570 (22,330) 1,586 1,862 440,909 1,498,473 4,103 - (100,615) 30,332 103,729 134,407 223,927 391,780 2,702,958 $ 2,429,655 $ 114,121 $ $ - Transit Total Service Funds 310,171 - $ 23,037,950 4,099,468 $ 21,329,541 - 310,171 $ 27,137,418 $ 21,329,541 $ $ FINANCIAL STATEMENT PRESENTATION: Cash and cash equivalents Cash with fiscal agent Total cash and cash equivalents and cash with fiscal agent RECONCILIATION OF OPERATING INCOME (LOSS) 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: Depreciation expense Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (Increase) decrease in taxes receivable (Increase) decrease in prepaid expenses (Increase) decrease in deferred charges Increase (decrease) in accounts payable Increase (decrease) in deposits payable Increase (decrease) in claims and judgments Increase (decrease) in compensated absences Increase (decrease) in unearned revenue Total adjustments Net cash provided (used) by operating activities NONCASH INVESTING, CAPITAL, AND FINANCING ACTIVITIES Capital asset contribution 3,141,740 $ 3,041,125 $ 177,766 $ 2,545,504 $ - See accompanying notes to basic financial statements. 45 - (20,286) 2,656,503 1,190,976 756,025 $ (2,714,384) $ 3,048,283 $ $ $ 2,545,504 $ - (1,126,974) 1,575,984 - FIDUCIARY FUND FINANCIAL STATEMENTS Agency Funds - These funds are custodial in nature (assets equal liabilities) and do not involve measurement of results of operations. They are used to account for assets held in an agency capacity for others and therefore cannot be used to support the City's programs. Redevelopment Obligation Retirement Fund - This fund accounts for the activities of the Successor Agency to the City of Redondo Beach Redevelopment Agency. The fund’s primary purpose is to expedite the dissolution of the former Agency’s net position (except for the low and moderate income housing fund’s net position) in accordance with AB x1 26 and AB 1484. 46 CITY OF REDONDO BEACH Statement of Fiduciary Net Position Fiduciary Agency Funds June 30, 2013 Redevelopment Agency Obligation Funds Retirement Fund ASSETS Pooled cash and investments $ 697,106 $ 1,033,443 Receivables: Accounts 5,469 119,880 502 19 $ 703,077 1,153,342 $ 323,043 - 380,034 - Interest Total assets LIABILITIES Accounts payable Deposits payable Due to other governments - 375,000 Advances from other governments - 535,731 Long-term liabilities Due with one year - 99,000 Due in more than one year - 29,112,724 $ Total liabilities 703,077 30,122,455 NET POSITION (DEFICIT) Net position held in trust $ See accompanying notes to basic financial statements. 47 (28,969,113) CITY OF REDONDO BEACH Statement of Changes in Fiduciary Net Position Fiduciary Funds For the year ended June 30, 2013 Redevelopment Obligation Retirement Fund ADDITIONS: Charges for services $ 85,248 Investment earnings 76,265 RPTTF distributions 1,580,292 Total additions 1,741,805 DEDUCTIONS Administration expense 375,000 Contract services 14,026 AB 1484 demand payment 1,221,341 Debt service: Interest expense 976,222 Total deductions 2,586,589 Change in net position (844,784) Net position, beginning of the year (28,124,329) Net position, end of the year See accompanying notes to basic financial statements. $ 48 (28,969,113) City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The basic financial statements of the City of Redondo Beach, California (City) have been prepared in conformity with generally accepted accounting principles (GAAP) as applied to governmental agencies. The Governmental Accounting Standards Board (GASB) is the accepted standard setting body for establishing governmental accounting and financial reporting principles. The more significant of the City's accounting policies are described below. A. Financial Reporting Entity The City was incorporated on April 29, 1892, under the laws of the State of California and enjoys all the rights and privileges applicable to a Charter City. It is governed by an elected Mayor and a five-member council. As required by GAAP, the financial statements present the City and its component units, entities for which the City is considered to be financially accountable. 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. Each blended component unit has a June 30 year-end. The City had no discretely presented component units. The following entities are reported as blended component units: The Parking Authority of the City of Redondo Beach (Parking Authority) was established on March 3, 1969, pursuant to the provisions of the Streets and Highway Code of the State of California. The principal purpose of the Parking Authority is to provide public off-street parking within the City. The Parking Authority serves all the citizens of the government and is governed by a board comprised of the government's elected council. The Redondo Beach Housing Authority (Housing Authority) was formed on June 2, 1975, for the purpose of providing affordable, decent housing for lower income residents of the City. The Housing Authority operates the Fair Housing and Section 8 housing programs. The Housing Authority serves all the citizens of the government and is governed by a board comprised of the government's elected council. 49 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) A. Financial Reporting Entity, (Continued) The Redondo Beach Public Financing Authority (Financing Authority), a joint powers authority, was formed on June 25, 1996, to provide financing for capital improvement projects. The Agency joined with the City to form the Financing Authority, which is accounted for as a component unit of the Agency. The Financing Authority operates rental property and issues bonds to provide funds for public capital improvements. The Financing Authority has the same governing board as the City, which also performs all accounting and administrative functions for the Financing Authority. The Agency's financial statements, as well as financial information relating to the other component units, can be obtained from the City Clerk's Office or Financial Services Department located at City Hall. 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 accompanied by a total column. Fiduciary activities of the City are not included in these statements. These basic financial 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, deferred inflows of resources, and liabilities, including capital assets (as well as infrastructure assets) and longterm 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 are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Certain indirect costs are included in the program expenses reported for specific functions. 50 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) B. Basis of Accounting and Measurement Focus, (Continued) 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 Certain eliminations have been made in regards to interfund activities, payables and receivables. All internal balances in the Statement of Net Position have been eliminated except those representing balances between the governmental activities and the business-type activities, which are presented as internal balances and eliminated in the total primary government column. In the Statement of Activities and Changes in Net Position, internal service fund transactions have been eliminated; however, those transactions between governmental and business-type activities have not been eliminated. The following interfund activities have been eliminated: Due to/from other funds Advances to/from other funds Transfers in/ out 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. The City has presented all major funds that have met the applicable criteria. 51 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) B. Basis of Accounting and Measurement Focus, (Continued) All governmental funds are accounted for on a spending or “current financial resources” measurement focus and the modified accrual basis of accounting. Accordingly, only current assets and current liabilities are included on the Balance Sheet. The Statement of Revenues, Expenditures and Changes in Fund Balances presents 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. Revenues are recorded when received in cash, except for revenues subject to accrual (generally 60 days after year-end), which are recognized when due. The primary revenue sources, which have been treated as susceptible to accrual by the City, are property taxes, sales taxes, franchise taxes, special assessments, intergovernmental revenues and other taxes. Expenditures are recorded in the accounting period in which the related fund liability is incurred. Deferred revenues arise when potential revenues do not meet both the "measurable" and "available" criteria for recognition in the current period. Deferred 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 deferred revenue is removed and revenue is recognized. The reconciliations of the Fund Financial Statements to the Government-Wide Financial Statements are provided to explain the differences created by the integrated approach of GASB Statement No. 34. The City reports the following major governmental funds: General Fund - the City's primary operating fund that accounts for all financial resources of the general government except those required to be accounted for in another fund. Other Intergovernmental Grants Special Revenue Fund – accounts for federal, state and other governmental agencies grant funding that supplements local funding. 52 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) B. Basis of Accounting and Measurement Focus, (Continued) Public Financing Authority Debt Service Fund - accounts for the payment of interest and principal on tax allocation bonds and other debt issued to finance city and redevelopment activities. Proprietary Fund Financial Statements Proprietary fund financial statements include a Statement of Net Position, a Statement of Revenues, Expenses and Changes in Net Position, and a Statement of Cash Flows for each proprietary fund. A separate column representing internal service funds is also presented in these statements. However, internal service balances and activities have been combined with the governmental activities in the government-wide financial statements. Proprietary funds are accounted for using the "economic resources" measurement focus and the accrual basis of accounting. Accordingly, all assets and liabilities (whether current or noncurrent) are included on the Statement of Net Position. The Statement of Revenues, Expenses and Changes in Net Position presents increases (revenues) and decreases (expenses) in total net position. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred. In these funds, receivables have been recorded as revenue and provisions have been made for uncollectible amounts. Operating revenues in the proprietary funds are those revenues that are generated from the primary operations of the fund. All other revenues are reported as non-operating revenues. Operating expenses are those expenses that are essential to the primary operations of the fund. All other expenses are reported as nonoperating expenses. The City reports all of its enterprise funds as major proprietary funds: Harbor Tidelands Fund - accounts for the operations of small boat harbor facilities available to the general public, including related pier activities. The use of this fund is restricted under the City Tideland Trust Agreement with the State of California. Harbor Uplands Fund - accounts for the operations of small boat harbor facilities available to the general public, including related pier activities. The use of this fund is subject only to the decisions of the City Council. 53 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) B. Basis of Accounting and Measurement Focus, (Continued) Wastewater Fund - accounts for the capital facility charge and a sewer use fee. The charges are designed to reimburse the City's wastewater system for the capital and maintenance and operations costs necessary for providing wastewater capacity to system users. These charges are associated with the expansion of the system required over time to address increases in wastewater flow generated by new development. Solid Waste Fund - accounts for the revenues and expenses related to the City's comprehensive solid waste program, including AB 939 funds. Transit Fund - accounts for the transportation activities of the City. Fiduciary Fund Financial Statements The City maintains two fiduciary fund types. The first is a private-purpose trust fund which uses the economic resources measurement focus and the accrual basis of accounting. Private-purpose trust funds are used to report trust arrangements under which principal and income benefit individuals, private organizations, or other governments. The second is an agency fund which has no measurement focus. Agency funds are custodial in nature (assets equal liabilities) and do not involve the recording of City revenues and expenses. C. 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. D. 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. In accordance with GASB Statement No. 31, Accounting and Financial Reporting for Certain Investments and for External Investment Pools, highly liquid market investments with maturities of one year or less at time of purchase are stated at amortized cost. All other investments are stated at fair value. Market value is used as fair value for those securities for which market quotations are readily available. 54 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) D. Cash, Cash Equivalents and Investments, (Continued) 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. In accordance with GASB Statement No. 40, Deposit and Investment Risk Disclosures (an amendment of GASB No. 3), certain disclosure requirements, if applicable, are provided for deposit and investment risk in the following areas: Interest Rate Risk Credit Risk Overall Custodial Credit Risk Concentration of Credit Risk Foreign Currency Risk For purposes of the statement of cash flows of the proprietary fund types, cash and cash equivalents include all investments, as the City operates an internal cash management pool which maintains the general characteristics of a demand deposit account. E. Restricted Cash and Investments Certain restricted cash and investments are held by fiscal agents for the redemption of bonded debt and for acquisition and construction of capital projects. Cash and investments are also restricted for deposits held for others within the enterprise funds. F. Prepaid Items Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items. 55 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) G. Interfund Transactions Activity between funds that are representative of lending/borrowing arrangements outstanding at the end of the fiscal year are referred to as either "due to/from other funds" (i.e., the current portion of interfund loans) or "advances to/from other funds" (i.e., the noncurrent portion of interfund loans)." Any residual balances outstanding between the governmental activities and business-type activities are reported in the governmental-wide financial statements as "internal balances." H. Capital Assets In the Government-Wide Financial Statements, capital assets, which include land, buildings, improvements, equipment, furniture, and infrastructure assets (e.g., roads, sidewalks, and similar items), are reported in the applicable governmental or business-type activities. Capital assets are recorded at historical cost or estimated historical cost if actual cost is not available. Donated assets are valued at their estimated fair value on the date donated. City policy has set the capitalization threshold for reporting capital assets at the following: General Capital Assets Infrastructure Capital Assets Buildings, Parking Structures and Parking Lots $ 5,000 25,000 100,000 The City has chosen the Modified Approach for reporting of the Street Pavement Subsystem infrastructure assets, and as a result no depreciation is recorded for that system; instead, all expenditures made for these assets, except for additions and improvements, are expensed in the year incurred. For all other assets, depreciation is recorded on a straight-line basis over the useful lives of the assets as follows: Asset Buildings and Improvements Equipment Vehicles Infrastructure 56 Years 45 5-20 4-20 5-60 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) H. Capital Assets, (Continued) The City defines infrastructure as the physical assets that allow the City to function. These assets include: Streets system Site amenities such as parking and landscaped areas used by the City in the conduct of its business Underground utilities Each major infrastructure system can be divided into subsystems. For example, the street system can be divided into concrete and asphalt pavements, concrete curb and gutters, sidewalks, medians, etc. Subsystem detail is not presented in these financial statements; however, the City maintains detailed information on these subsystems. In June 2013, a visual survey of all pavement segments was conducted to assess the existing surface condition of each of the individual pavement segments. Upon completion of the study, a Pavement Quality Index (PQI) was calculated for each segment in the City's pavement network to reflect the overall pavement condition. Ratings ranged from 0 to 100. A PQI of 0 would correspond to badly deteriorated pavement with virtually no remaining life; a PQI of 100 would correspond to pavement with proper engineering design and construction at the beginning of its life cycle. During the year, the comprehensive survey is updated to reflect the pavement's current condition. The following conditions were defined: Condition Very Good Good Fair Poor Rating 90-100 70-89 50-69 0-49 In line with the Capital Improvement Program and as presented to the City Council on December 17, 2002, City policy is to achieve an average rating of 80 for all streets beginning in fiscal year 2008-09. This rating allows minor cracking and raveling of the pavement along with minor roughness that could be noticeable to drivers traveling at posted speeds. For 2011, 2012, and 2013, the City's street system was rated at a PQI of 83 on the average. 57 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) H. Capital Assets, (Continued) For a detailed description of the Modified Approach, see the Required Supplementary Information section of this report. For all other infrastructure systems, the City elected to use the Basic Approach for infrastructure reporting. As such, the City records the assets at historical cost and depreciates them over their useful lives, and regularly evaluates them for impairment. Expenditures that extend the life of the asset are capitalized. Interest accrued during capital assets construction, if any, is capitalized for the business-type and proprietary funds as part of the asset cost. In the fund financial statements, capital assets are not presented. Consequently, capital assets are a reconciling item and are shown in the Reconciliation of the Balance Sheet of Governmental Funds to the Government-Wide Statement of Net Position. I. Interest Payable In the government-wide financial statements, interest payable on long-term debt is recognized as the liability is incurred for governmental fund types and proprietary fund types. In the fund financial statements, governmental fund types do not recognize interest payable, while proprietary fund types recognize the interest payable when the liability is incurred. J. Unearned Revenue and Deferred Revenue In the government-wide financial statements, unearned revenue is recognized for transactions in which revenue has not yet been earned. Typical transactions recorded as unearned revenues in the government-wide financial statements are long-term loans receivable and prepaid charges for services. In the fund financial statements, deferred revenue is recorded when transactions have not yet met the revenue recognition criteria based on the modified accrual basis of accounting. The City records deferred revenue for transactions in which revenues have not been earned, or in which funds are not available to meet current financial obligations. Typical transactions in which deferred revenue is recorded are grants received but not yet earned or available. 58 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) K. Compensated Absences Payable Only the short-term liability for compensated absences (the amount due to employees for future absences, such as vacation and compensatory time, which are attributable to services already rendered) is reported as a current liability in the governmental funds and only if they have matured, for example, as a result of employee resignations and retirements; the long-term liability is reported in the government-wide financial statements. The short-term liability is the amount that will be liquidated with current financial resources and is expected to be paid during the next fiscal year. All of the liability for compensated absences applicable to proprietary funds is reported in those funds. Vacation pay is payable to employees at the time a vacation is taken or upon termination of employment. Employees may accrue from two to three times their annual accrual rate. Upon termination an employee will be paid for any unused accrued vacation pay. Sick leave is payable when an employee is unable to work because of illness. Unused sick leave is forfeited upon termination. L. Claims and Judgments Payable The short-term and long-term claims are reported as liabilities in the Self-Insurance Program Internal Service Fund. The short-term liability which will be liquidated with current financial resources is the amount of the settlement reached, but unpaid, related to claims and judgments entered. M. Long-Term Debt Government-Wide Financial Statements Long-term debt and other long-term obligations are reported as liabilities in the appropriate activities. Bond premiums and discounts, as well as issuance costs, are deferred and amortized over the life of the bonds using the effective interest method. Bonds payable are reported net of the applicable bond premium or discount. Bond issuance costs are reported as deferred charges and amortized over the term of the related debt. 59 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) M. Long-Term Debt, (Continued) Fund Financial Statements The fund financial statements do not present long-term debt. Consequently, long-term debt is a reconciling item and is shown in the Reconciliation of the Balance Sheet of Governmental Funds to the Government-Wide Statement of Net Position. Bond premiums and discounts, as well as issuance costs, are recognized during the current period. Bond proceeds are reported as other financing sources net of the applicable premium or discount. Issuance costs, whether or not withheld from the actual net proceeds received, are reported as debt service expenditures. N. 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 attributed to the acquisition, construction, or improvement of the assets. Restricted Net Position - This amount is restricted by external creditors, grantors, contributors, laws or regulations of other governments. 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." O. Fund Balances In the Governmental Fund Financial Statements, fund balances are classified in the following categories: Nonspendable - Nonspendable fund balances are items that are not expected to be converted to cash, such as prepaid items and inventories, or items that are required to be maintained intact, such as principal of an endowment or revolving loan funds. 60 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Ccontinued) O. Fund Balances, (Continued) Restricted - Restricted fund balances include amounts that can be spent only for the specific purposes stipulated by external resources providers, such as grant providers, constitutionally, or through enabling legislation. Effectively, restrictions may be changed or lifted only with the consent of resource providers. Committed - Committed fund balances include amounts that can be used only for the specific purposes when the City Council passes a resolution that places specific constrains on how the resources may be used. The City Council can modify or rescind the resolution at any time through passage of an additional resolution. Assigned - Assigned fund balances comprise amounts intended to be used by the government for specific purposes, but are neither restricted nor committed. Intent is expressed when the City council approves which resources should be assigned to expenditures of particular purposes during the adoption of the annual budget. The City Manager uses that information to determine whether those resources should be classified as assigned or unassigned for presentation in the City’s fund financial statements. Unassigned - Unassigned fund balance is a residual (surplus) classification used for the General Fund only and includes amounts not contained in the other classifications. Unassigned amounts in the General Fund are technically available for any purpose. If a governmental fund, other than the General Fund, has a fund balance deficit, it will be reported as a negative amount in the unassigned classification in that fund. Spending Policy Government-Wide Financial Statements and the Proprietary Fund Financial Statements When an expense is incurred for purposes for which both restricted and unrestricted net assets are available, the City's policy is to apply restricted net assets first. Governmental Fund Financial Statements When expenditures are incurred for purposes for which all restricted, committed, assigned and unassigned fund balances are available, the City's policy is to apply in the following order, except for instances wherein an ordinance specifies the source: 61 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) O. Fund Balances, (Continued) P. Restricted Committed Assigned Unassigned Property Taxes Under California law, property taxes are assessed and collected by the counties on up to 1% of assessed property value, plus other increases approved by the voters. Property taxes collected are pooled and then allocated to the cities based on complex formulas. January 1 June 30 November 1 and February 1 December 10 and April 10 November 20, 2012 December 20, 2012 January 18, 2013 February 20, 2013 March 20, 2013 April 19, 2013 May 20, 2013 June 20, 2013 July 19, 2013 August 20, 2013 Lien Date Levy Date Due Dates Collection Date Unsecured, redemptions, and SB813 taxes Homeowners’ exemption, secured, and SB813 taxes Homeowners’ exemption, secured, and SB813 taxes Redemptions, secured, and SB813 taxes Unsecured and SB813 taxes Secured and SB813 taxes Redemptions, homeowners’ exemption, secured, and SB813 taxes Homeowners’ exemption and SB813 taxes Secured and SB813 taxes Secured, redemptions, unsecured, and SB813 taxes 62 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, (Continued) Q. Use of Estimates The preparation of the basic financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities. In addition, estimates affect the reported amount of expenses. Actual results could differ from these estimates and assumptions. R. New GASB Pronouncement Beginning with the current fiscal year, the City implemented GASBS No. 63, Financial Reporting of Deferred Outflows of Resources, Deferred Inflows of Resources, and Net Position. This statement is designed to improve financial reporting by standardizing the presentation of deferred outflows of resources and deferred inflows of resources and their effects on the government’s net position. Deferred outflows of resources are transactions that result in the consumption of net assets in one period that are applicable to future periods and are not considered assets as described by the statement. Deferred outflows of resources are required to be presented separately after assets on the statement of net position. Deferred inflows of resources are transactions that result in the acquisition of net assets in one period that are applicable to future periods and are not considered to be liabilities as described by the statement. Deferred outflows of resources are required to be presented separately after liabilities on the statement of net position. 63 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 2. STEWARDSHIP, COMPLIANCE, AND ACCOUNTABILITY A. Excess of expenditures over appropriations in individual funds was as follows: Fund Appropriations Expenditures $ $ Excess Major Funds: General Fund: Public works 5,200,733 5,236,471 $ (35,738) Public Financing Authority Debt Service: Principal retirement 76,812 1,380,000 (1,303,188) Interest and fiscal charges 64,303 270,903 (206,600) 1,262,243 1,284,698 (22,455) 1,764 28,393 (26,629) 17,060 17,195 (135) - 5,410 (5,410) 1,209,382 (753,207) Non-Major Funds: Proposition A Special Revenue: Transfers out Proposition C Special Revenue: Housing and community development Disaster Recovery Special Revenue: Public safety Subdivision Park Trust Special Revenue: Housing and community development Capital Improvement Projects Capital Projects: Transfers out B. 456,175 Deficit Fund Balance The following funds had a deficit balance as of June 30, 2013: Major Funds: Other Intergovernmental Grants Non-Major Funds: Street Landscaping and Lighting District Local Transportation Article 3 Community Development Block Grant Disaster Recovery (1,044,377) (5,959) (176) (197,515) (3,644) The deficit fund balances are expected to be recovered through grant and other revenues and inter-fund transfers. 64 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 3. CASH AND INVESTMENTS Cash and investments are presented on the Statement of Net Position as follows at June 30, 2013: Cash and investments Restricted cash and investments with fiscal agents Total Government-Wide Statement of Net Position BusinessGovernmental Type Activities Activities Total $ 55,257,249 $ 23,037,950 $ 78,295,199 $ 1,642,889 56,900,138 4,099,468 $ 27,137,418 $ Fiduciary Funds Statement of Net Position $ 1,730,549 5,742,357 84,037,556 $ 1,730,549 Cash, cash equivalents, and investments consisted of the following at June 30, 2013: Cash and cash equivalents: Petty cash $ Demand deposits - City 17,050 8,703,319 Demand deposits - Successor Agency 988,914 Total cash and cash equivalents 9,709,283 Investments: Local Agency Investment Fund (LAIF) - City 30,263,190 Local Agency Investment Fund (LAIF) - Successor Agency 30,692 Time deposits 250,000 Negotiable certificates of deposit 3,468,588 Corporate Bonds 17,686,935 US Government Securities 18,617,060 Total investments 70,316,465 Total cash and investments 80,025,748 Cash and investments with fiscal agent Total 5,742,357 $ 65 85,768,105 $ Total 80,025,748 $ 5,742,357 85,768,105 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 3. CASH AND INVESTMENTS, (Continued) A. Cash Deposits The carrying amounts of the City's cash deposits were $8,703,463 at June 30, 2013. Bank balances at June 30, 2013, were $8,880,421 which were fully insured or collateralized with securities held by the pledging financial institutions in the City's name as discussed below. The California Government Code requires California banks and savings and loan associations to secure the City's cash deposits by pledging securities as collateral. This Code states that collateral pledged in this manner shall have the effect of perfecting a security interest in such collateral superior to those of a general creditor. Thus, collateral for cash deposits is considered to be held in the City's name. The fair value of pledged securities must equal at least 110% of the City's cash deposits. California law also allows institutions to secure City deposits by pledging first trust deed mortgage notes having a value of 150% of the City's total cash deposits. The City may waive collateral requirements for cash deposits which are fully insured up to $250,000 by the Federal Deposit Insurance Corporation. The City, however, has not waived the collateralization requirements. The City follows the practice of pooling cash and investments of all funds, except for funds required to be held by fiscal agents under the provisions of bond indentures. Interest income earned on pooled cash and investments is allocated on an accounting period basis to the various funds based on the period-end cash and investment balances. Interest income from cash and investments with fiscal agents is credited directly to the related fund. B. Investments Under the provisions of the City's investment policy, and in accordance with California Government Code, the following investments are authorized: United States Treasury Bills, Notes and Bonds Obligations issued by the Federal Government Bankers' Acceptances with a maturity of 180 days or less Time Certificates of Deposits Negotiable Certificates of Deposit Commercial Paper with a maturity of 270 days or less Local Agency Investment Fund (LAIF) 66 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 3. CASH AND INVESTMENTS, (Continued) B. Investments, (Continued) Medium-Term Notes (5 year maturity or less) of domestic Corporations or Depository Institutions Mutual Funds Guaranteed Investment Contracts not to exceed $5 million annually Certificate of Deposit Placement Services Collateralized Bank Deposits The City investment policy applies to all financial assets, investment activities and debt issues of the City (including funds which are invested by trustees appointed under debt trust indentures, with direction from the City Treasurer). The City is a participant in LAIF which is regulated by California Government Code Section 16429 under the oversight of the Treasurer of the State of California. The City's investments with LAIF at June 30, 2013, include a portion of the pool funds invested in Structured Notes and Asset-Backed Securities: Structured Notes 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 Generally mortgage-backed securities that 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 (for example, Collateralized Mortgage Obligations) or credit card receivables. As of June 30, 2013, the City had $30,263,190 invested in LAIF, which had invested 1.96% of the pool investment funds in Structured Notes and AssetBacked Securities. The LAIF fair value factor of 1.000273207 was used to calculate the fair value of the investments in LAIF. C. Deposit and Investment Risk Credit Risk The City's investment policy limits investments in medium-term notes (MTN's) to those rated "AA" or higher by Standard and Poor's (S&P) or by Moody's. As of June 30, 2013, all MTN's were rated "A" or higher by Moody's. As of June 30, 2013, the City's Federal Agency investments were rated "Aaa" by Moody's and S&P. All securities were investment grade and were in accordance with State and City law. Investments in U.S. government securities are not considered to have credit risk; therefore, their credit quality is not disclosed. As of June 30, 2013, the City's investments in external investment pools are unrated. 67 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 3. CASH AND INVESTMENTS, (Continued) C. Deposit and Investment Risk, (Continued) Custodial Credit Risk The custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty to a transaction, a government will not be able to recover the value of investment or collateral securities that are in the possession of an outside party. As of June 30, 2013, none of the City's deposits or investments was exposed to custodial credit risk. Concentration of Credit Risk The City's investment policy imposes restrictions on the maximum percentage it can invest in a Single type of investment. Investments in Federal Agencies have the implied guarantee of the United States government. While all the City's investments are in compliance with the City's investment policy as of June 30, 2013, in accordance with GASB Statement No. 40, if a City has invested more than 5% of its total investments in any one issuer, they are exposed to concentration of credit risk. The City has invested more than 5% of the total investment value with the following issuers: % of Total Federal National Mortgage Association $ 8,830,400 4,909,390 7% $ 13,739,790 20% Federal Home Loan Mortgage Corp. 68 Investments 13% City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 3. CASH AND INVESTMENTS, (Continued) C. Deposit and Investment Risk, (Continued) Interest Rate Risk The City's investment policy limits investment maturities as a means of managing its exposure to fair value losses arising from increasing interest rates. The City's investment policy states that at least 50% of the City's portfolio shall mature in three years or less; and at least 25% in one year or less. The only exception to these maturity limits shall be the investment of the gross proceeds of tax exempt bonds. The City has elected to use the segmented time distribution method of disclosure for its interest rate risk. As of June 30, 2013, the City had the following investments and remaining maturities: Investment Maturities Investment Types External Investment Pools Local Agency Investment Fund Time deposits Negotiable certifiate of deposits Federal Agencies Federal Farm Credit Bank Federal Home Loan Bank Federal Home Loan Mortgage Corp. Federal National Mortgage Assoc. Corporate Bonds Total Investments 4. Up to 1 year $ $ 1 to 2 years 30,293,882 1,003,210 31,297,092 $ $ 250,000 1,247,728 2,590,205 4,087,933 2 to 3 years $ $ 498,893 5,147,010 5,645,903 3 to 5 years $ $ Fair value 1,721,967 1,957,560 2,919,710 4,909,390 8,830,400 8,946,510 29,285,537 $ $ 30,293,882 250,000 3,468,588 1,957,560 2,919,710 4,909,390 8,830,400 17,686,935 70,316,465 RECEIVABLES The following is a summary of receivables net of allowances for uncollectible amounts at June 30, 2013: Accounts receivable Interest receivable Taxes receivable Loans receivable Total $ $ Government-Wide Statement of Net Position Governmental Business-Type Activities Activities 1,230,402 $ 578,024 258,860 58,928 3,871,288 4,381,492 160,792 9,742,042 $ 797,744 69 Fiduciary Funds Statement of Net Position $ 125,349 521 $ 125,870 $ $ Total 1,933,775 318,309 3,871,288 4,542,284 10,665,656 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 4. RECEIVABLES, (Continued) A. Fund Financial Statements At June 30, 2013, the Fund Financial Statements show the following receivables: Accounts Receivable Accounts receivable consisted of amounts accrued in separate funds in the ordinary course of operations. The total amount of accounts receivable for each major fund and non-major fund in the aggregate as of June 30, 2013, was as follows: Governmental Funds: General Fund $ Other Governmental Grants - Special Revenue Fund 954,976 125,000 Public Financing Authority - Debt Service Fund 14,501 Non-Major Funds 121,204 Total Governmental Funds 1,215,681 Proprietary Funds: Harbor Tidelands - Enterprise Fund 220,582 Harbor Uplands - Enterprise Fund 155,827 Wastewater Fund - Enterprise Fund 60,742 Solid Waste - Enterprise Fund 98,340 Transit - Enterprise Fund 42,533 Internal Service Funds 14,721 Total Proprietary Funds 592,745 Fiduciary Funds Agency Funds 5,469 Redevelopment Obligation Retirement Fund 119,880 Total Fiduciary 125,349 Total Accounts Receivable $ 70 1,933,775 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 4. RECEIVABLES, (Continued) B. Interest Receivable Interest receivable consists of interest from investments pooled by the City and is distributed among the funds according to their ending cash balances. The interest receivable as of June 30, 2013, was as follows: Governmental Funds: General Fund $ Other Governmental Grants - Special Revenue Fund 221,851 1,148 Public Financing Authority - Debt Service Fund 99 Non-Major Funds 35,762 Total Governmental Funds 258,860 Proprietary Funds: Harbor Tidelands - Enterprise Fund 48,187 Harbor Uplands - Enterprise Fund 7,959 Transit - Enterprise Fund 2,782 Total Proprietary Funds 58,928 Fiduciary Funds Agency Funds 502 Redevelopment Obligation Retirement Fund 19 Total Fiduciary Funds 521 $ Total 71 318,309 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 4. RECEIVABLES, (Continued) C. Taxes Receivable At June 30, 2013, the City had the following taxes receivable: Governmental Funds General Fund Type of Taxes: Property Taxes $ 547,633 Sales Taxes 1,269,600 Transient Occupancy Taxes 358,084 Utility Users Taxes 587,134 Transfer Taxes 160,479 Public Safety Augmentation Fund Taxes 110,493 Triple Flip 837,865 Total taxes D. $ 3,871,288 Loans Receivable At June 30, 2013, the City had the following loans receivable: Proprietary Funds Governmental Funds Non-Major Home Rehabilitation Loans $ Landlord Program Senior Housing Program Computer Program Harbor Area Business Loans Total $ Harbor General Governmental Tidelands Fund Funds Enterprise Fund - $ 958,622 - 476,563 - 2,924,877 21,430 - - - 21,430 $ 4,360,062 72 $ - Total $ 476,563 - 2,924,877 - 21,430 160,792 $ 958,622 - 160,792 160,792 $ 4,542,284 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 4. RECEIVABLES, (Continued) D. Loans Receivable, (Continued) Home Rehabilitation Loans At June 30, 2013, the City was owed, in its Low and Moderate Income Housing Asset Special Revenue Fund, $958,622 for various home rehabilitation loans made by the City. The terms of repayment vary. Because the notes do not meet the City's availability criteria for revenue recognition, the City has deferred the revenue related to these loans in the government funds. Revenue is recognized in the year of repayment. All loans are secured by trust deeds. Housing Assistance Loans At June 30, 2013, the City was owed, in its Community Development Block Grant Special Revenue Fund, $476,563 for various housing assistance loans made by the City. The terms of repayment vary. Because the notes do not meet the City's availability criteria for revenue recognition, the City has deferred the revenue related to these loans. Revenue is recognized in the year of repayment. All loans are secured by trust deeds. Computer Loan Program The City has a computer loan program for employees to purchase computers. The maximum loan amount per employee is $1,500 with a repayment term maximum of two years. Repayments from the employees are made through payroll deductions. At June 30, 2013, the loan receivable balance was $21,430. Senior Housing Program On June 21, 1995, the Agency loaned $2,200,000 to the Corporate Fund for Housing (a California non-profit public benefit corporation), the McCandless senior housing complex. The loan term is for 45 years and bears interest at 2% per annum. Any portion of the Agency loan remaining unpaid upon the 45th anniversary of completion shall be forgiven. Repayments will be made from residual receipts of the housing complex. The loan is secured by the Agency Deed of Trust. At June 30, 2013, the loan receivable included accrued interest of $724,877. 73 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 4. RECEIVABLES, (Continued) D. Loans Receivable, (Continued) Harbor Area Business Loans At June 30, 2013, the City's Harbor Tidelands Enterprise Fund was owed $160,792 for repairs made on behalf of a harbor area business subsequent to the storms of 1988. The terms of the twenty-eight year $488,871 contract call for interest at 1.6% per annum. Principal and accrued interest are payable annually. Included in the $160,792, the City's Harbor Tidelands Enterprise Fund was owed $45,641 for repairs made on behalf of a harbor area business subsequent to the storms of 1988. The terms of the twenty-seven year $104,844 contract call for interest at 4.7% per annum. Principal and accrued interest are payable annually. 5. INTERFUND TRANSACTIONS A. Government-Wide Financial Statements Internal Balances At June 30, 2013, the City had the following internal receivables and payables for covering cash shortfalls: Internal Balances Receivable Business-Type Activities Internal Balances Payable Governmental Activities $ 74 236,933 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 5. INTERFUND TRANSACTIONS, (Continued) Transfers The City had the following transfers as of June 30, 2013: Transfers In Business-Type Activities Transfers Out Governmental Activities B. $ 1,202,508 Fund Financial Statements Due to/from Other Funds The City had the following due to/from other funds as of June 30, 2013: Due from Other Funds Harbor General Fund Due to Other Funds Public Financing Authority $ 30,189 Internal Service Funds Non-Major Governmental Funds Total $ Tidelands Enterprise Fund $ 236,933 Total $ 267,122 20,993 - 20,993 274,817 - 274,817 325,999 $ 236,933 $ 562,932 The General Fund has amounts due from the Public Financing Authority Fund of $30,189 for reimbursement of expenditures made on the Public Financing Authority’s behalf, $20,993 from Internal Services funds for deficit cash reimbursement, and from the Non-Major Governmental Funds of $88,740 for temporary cash deficits and $191,077 for reimbursement of expenditures made on the Housing Authority’s behalf. The Harbor Tidelands Enterprise Fund has a due from the Public Financing Authority Fund of $236,933 for Kincaid's Restaurant rental income in excess of Financing Authority obligations passed through to the Harbor Tidelands Fund. 75 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 5. INTERFUND TRANSACTIONS, (Continued) B. Fund Financial Statements, (Continued) Advances to Other Funds The City had the following long-term advance to other funds as of June 30, 2013: Advance to Other Funds Advance from Other Funds Public Financing Authority General Fund $ 1,195,660 During the 2009-10 fiscal year, the City made a loan to the Authority for the internal refinancing of the remaining loan principal to repay First California Bank for the South Bay Bank loan. As of June 30, 2013, the amount owed on the loan was $1,195,660. Advances to Other Government During the previous fiscal years, the Financing Authority made loans to the Redevelopment Agency for various bonds. However, due to the dissolution of the Agency in the current year, the balance of the loans previously made to the redevelopment agency was transferred to the Successor Agency of the former redevelopment agency, pursuant to ABx1 26 and AB 1484. Therefore, the balance was moved in from an Advance to Other Funds to a Due from Other Governments in the Public Financing Authority Debt Service Fund. 2001 Pier Refinancing Bond was paid off in the fiscal year 2012-13. The Agency's remaining balances as of June 30, 2013 was $6,280,000. During the previous fiscal years, the City made loans to the Agency. These loans bear interest at rates up to 12% per annum depending upon when the loan was initiated. The City may demand payment of all or a portion of the principal balance at any time as funds become available; however, such demands are not anticipated within the next fiscal year. As of June 30, 2013, loans and accrued unpaid interest owed on those loans were $7,903,737. 76 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 5. INTERFUND TRANSACTIONS, (Continued) B. Fund Financial Statements, (Continued) Transfers The City had the following transfers as of June 30, 2013: Transfers In Other Transfers Out General Fund $ Internal General Intergovernmental Non-Major Enterprise Fund Grants Funds Funds - $ - $ 1,943,237 $ Service Funds - $ - Total $ 1,943,237 Enterprise Funds: Harbor Tidelands 82,190 Non-Major Governmental Funds Internal Service Funds Total - 456,175 301,500 $ 839,865 - 440,600 $ 440,600 - $ 1,943,237 - 1,284,698 $ 1,284,698 82,190 312,607 2,494,080 134,239 $ 446,846 435,739 $ 4,955,246 The General Fund transferred out a total of $1,943,237 to various funds consisting of $1,076,710 to cover expenditures in the Street Landscaping and Lighting District Non-Major Governmental Fund, $26,527 to Measure R Fund for prior year interest allocation, and $840,000 to Capital Projects Fund for the new police station pre-development work. Internal Service Funds transferred $301,500 to the General Fund for Fire Department overtime. Transfers between the Harbor Tidelands Enterprise Fund and the General Fund of $82,190 were for the property tax in lieu fee. Transfers from the Non-Major Governmental Funds in the amount of $2,494,080 consisted of a $1,284,698 transfer of a transit subsidy to the Transit Fund, $456,175 to the General Fund for March, 2013 election and review of AES new power plant application, $440,600 from Capital Projects Fund to Other Governmental Revenue fund for correction of prior year Proposition 1B revenue, and $312,607 transfer to Internal Service Fund for correction of prior year revenue from sale of Land Rover property. 77 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 6. CAPITAL ASSETS The City elected to use the "Modified Approach" as defined by GASB Statement No. 34 for infrastructure reporting for its street pavement system. As a result, no accumulated depreciation or depreciation expense has been recorded for this system. A more detailed discussion of the "Modified Approach" is presented in the Required Supplementary Information section of this report. All other capital assets including other infrastructure systems were reported using the Basic Approach whereby accumulated depreciation and depreciation expense have been recorded. A. Government-Wide Financial Statements At June 30, 2013, the City's capital assets consisted of the following: Governmental Business-Type Activities Activities Total Non-depreciable assets: Land $ 16,522,947 $ 11,323,255 $ 5,717,382 Work in progress 1,003,491 - 1,003,491 54,054,036 - 54,054,036 Infrastructure - streets Total non-depreciable assets 684,062 27,846,202 Construction in progress 6,401,444 77,297,856 12,007,317 89,305,173 45,979,533 30,708,383 76,687,916 8,179,300 648,679 8,827,979 13,264,780 3,688,786 16,953,566 2,052,274 25,487,615 27,539,889 Depreciable assets: Buildings and improvements Furniture and equipment Automotive equipment Leased equipment Infrastructure 72,930,070 Total depreciable assets - 72,930,070 142,405,957 60,533,463 202,939,420 (32,248,521) Less accumulated depreciation for: (16,982,445) (15,266,076) Furniture and equipment Buildings and improvements (6,554,869) (645,613) (7,200,482) Automotive equipment (7,382,830) (2,055,975) (9,438,805) (721,477) (10,769,976) Leased equipment Infrastructure (45,081,415) Total accumulated depreciation Total depreciable assets, net Total capital assets, net $ (45,081,415) (76,723,036) (28,737,640) (105,460,676) 65,682,921 31,795,823 97,478,744 142,980,777 78 (11,491,453) - $ 43,803,140 $ 186,783,917 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 6. CAPITAL ASSETS, (Continued) A. Government-Wide Financial Statements, (Continued) The following is a summary of changes in the capital assets for governmental activities during the fiscal year: Balance at Balance at July 1, 2012 Additions Deletions Reclassifications June 30, 2013 Non-depreciable assets: Land $ 16,522,947 $ - $ $ $ (3,680,611) 16,522,947 Work in progress 1,003,491 - - - 1,003,491 54,054,036 - - - 54,054,036 Total non-depreciable assets - - 7,230,335 Infrastructure - streets 2,167,658 - Construction in progress - (3,680,611) 5,717,382 78,810,809 2,167,658 77,297,856 45,219,249 93,414 - 8,146,237 48,063 (15,000) - 8,179,300 11,180,009 2,482,376 (397,605) - 13,264,780 Depreciable assets: Buildings and improvements Furniture and equipment Automotive equipment Leased equipment Infrastructure Total depreciable assets 666,870 - 45,979,533 1,593,631 458,643 - 72,353,998 177,269 (69,434) 468,237 72,930,070 2,052,274 138,493,124 3,259,765 (482,039) 1,135,107 142,405,957 Less accumulated depreciation for: Buildings and improvements (15,991,540) (990,905) - - (16,982,445) Furniture and equipment (6,229,495) (340,374) 15,000 - (6,554,869) Automotive equipment (6,894,101) (886,334) 397,605 - (7,382,830) Leased equipment (721,477) Infrastructure Total accumulated depreciation Total depreciable assets, net Governmental activities capital assets, net - - (721,477) (43,533,553) (1,617,296) - 69,434 - (45,081,415) (73,370,166) (3,834,909) 482,039 - (76,723,036) 65,122,958 $ 143,933,767 (575,144) $ * Capital asset contribution from governmental fund to proprietary fund 79 1,592,514 $ - 1,135,107 $ (2,545,504) * $ 65,682,921 142,980,777 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 6. CAPITAL ASSETS, (Continued) A. Government-Wide Financial Statements, (Continued) Depreciation expense was charged to functions/programs of governmental activities for the fiscal year ended June 30, 2013 as follows: Governmental Activities: General government $ 156,723 Public safety 193,266 Public works 2,202,484 Culture and leisure services 342,102 Housing and community development 2,546 Internal Service Funds: Vehicle Replacement 785,462 Building Occupancy 2,280 Information Technology 78,775 Emergency Communications 71,271 Total depreciation expense 80 $ 3,834,909 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 6. CAPITAL ASSETS, (Continued) A. Government-Wide Financial Statements, (Continued) The following is a summary of changes in the capital assets for business-type activities for the year ended June 30, 2013: Balance at Balance at July 1, 2012 Additions Reclassifications June 30, 2013 Nondepreciable assets: Land $ 11,323,255 Construction in progress $ - Total non-depreciable - $ - $ 11,323,255 665,306 18,756 684,062 11,323,255 665,306 18,756 12,007,317 28,006,415 176,335 2,525,633 30,708,383 Depreciable assets: Buildings and improvements Furniture and equipment 648,679 Automotive equipment Infrastructure Total depreciable assets - - 648,679 - 3,688,786 3,402,779 286,007 24,324,980 1,161,520 1,115 25,487,615 56,382,853 1,623,862 2,526,748 60,533,463 Less accumulated depreciation: Buildings and improvements Furniture and equipment Automotive equipment Infrastructure Total accumulated depreciation Total depreciable assets, net Business-type activities capital assets, net (14,650,139) (615,937) - (643,126) (2,487) - (645,613) (1,805,542) (250,433) - (2,055,975) (10,447,857) (322,119) - (10,769,976) (27,546,664) (1,190,976) 28,836,189 $ 40,159,444 * Capital asset contribution from governmental fund to proprietary fund 81 (28,737,640) 432,886 $ 1,098,192 (15,266,076) 2,526,748 $ 2,545,504 31,795,823 * $ 43,803,140 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 6. CAPITAL ASSETS, (Continued) Depreciation expense for business-type activities for the fiscal year ended June 30, 2013 was charged as follows: Harbor Tidelands $ 468,007 Harbor Uplands 273,886 Wastewater 202,589 Solid Waste 16,224 Transit 230,270 $ Total depreciation expense B. 1,190,976 Fund Financial Statements In the governmental fund financial statements, capital assets are not presented. Consequently, capital assets are a reconciling item and are shown in the Reconciliation of the Governmental Funds Balance Sheet to the Government-Wide Statement of Net Position. 7. COMPENSATED ABSENCES PAYABLE The following is a summary of compensated absences payable transactions for the year ended June 30, 2013: Classification Balance July 1, 2012 Additions Deletions Amounts Amounts Balance Due Within Due in More June 30, 2013 One Year than One Year Governmental Activities: Compensated absences payable $ 2,672,555 $ 2,148,334 $ (2,360,156) $ 2,460,733 $ 162,323 $ 2,298,410 $ 353,349 3,025,904 $ 360,430 2,508,764 $ (335,860) (2,696,016) $ 377,919 2,838,652 $ 24,934 187,257 $ 352,985 2,651,395 Business-Type Activities Compensated absences payable Total The long-term portion of compensated absences payable has been accrued for the Governmental Activities on the Government-Wide Financial Statement. Also, compensated absences are generally liquidated by the General Fund. There is no fixed payment schedule to pay these liabilities. 82 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 8. LONG-TERM DEBT The following is a summary of long-term debt transactions for the year ended June 30, 2013: Balance July 1, 2012 Additions Deletions Amounts Amounts Balance Due Within Due in More June 30, 2013 One Year than One Year Governmental Activities: PFA 2001 Refunding Revenue Bonds $ PFA 2008 Refunding Revenue Bonds Unamortized bond premium County Deferral Loans Capital Leases Total governmental activities 740,000 $ - $ (740,000) $ - $ - $ - 5,485,000 - (640,000) 4,845,000 665,000 4,180,000 132,917 - (18,989) 113,928 18,989 94,939 - - $ 883,936 7,241,853 $ $ 8,735,000 $ 458,644 458,644 $ (458,488) (1,857,477) $ (235,000) $ 884,092 5,843,020 $ 8,500,000 - - $ 439,198 1,123,187 $ 444,894 4,719,833 $ 245,000 $ 8,255,000 Business-Type Activities: Wastewater Revenue Bond 2004, Series A Unamortized bond discount - (52,231) - 2,374 (49,857) (2,374) (47,483) 852,791 - (90,917) 761,874 95,009 666,865 Boating and Waterways Construction Loan 88-21-84 Boating and Waterways Construction Loan 89-21-147 Total business-type activities $ 2,082,795 11,618,355 - $ 83 $ (192,815) (516,358) $ 1,889,980 11,101,997 $ 201,491 539,126 $ 1,688,489 10,562,871 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 8. LONG-TERM DEBT, (Continued) Public Financing Authority 2001 Refunding Revenue Bonds The Financing Authority issued refunding revenue bonds dated November 1, 2001, totaling $2,965,000. The purpose of the bonds was to fund a loan by the Financing Authority to the Agency pursuant to a loan agreement (Loan), dated November 1, 2001, by and between the Financing Authority and Agency. The proceeds of the Loan were used to provide funds to refinance certain redevelopment activities of the Agency within or for the benefit of the Agency’s Harbor Center Redevelopment Project Area (Project Area) and refund the Agency’s outstanding Tax Allocation and Revenue Bonds issued in 1993. A letter of credit (LC) was required as part of the financing agreement, and in 2001, Allied Irish Bank (AIB) issued a LC for the full amount. In 2009, modified policies of AIB prohibited it from renewing the LC. Therefore, the Agency replaced the original LC with a three-year LC provided by Bank of the West (BOW), under the terms of a LC dated February 1, 2009. Collateral for this LC took the form of a deposit of $1 million in a money market/demand account with BOW for a corresponding three-year term commencing on March 2, 2009, and maturing March 2, 2012. As described in Note 18, Dissolution of California Redevelopment Agencies, the State mandated dissolution of all redevelopment agencies effective February 1, 2012. With this, BOW understandably would not renew the LC with the now dissolved Agency. Also, the Successor Agency was not able to renew or replace the terms of the LC as the provisions of AB X1 26 were unclear as to the power of the Successor Agency to do so. Pursuant to the terms of the LC and the 2001 bonds, BOW drew on the full amount of the LC and purchased the outstanding 2001 bonds. BOW became the owner of the 2001 bonds and required interest-only payments of 10.00% until the bonds could be refinanced. The 2001 Revenue Bond were paid off as of June 30, 2013. Public Financing Authority 2008 Refunding Revenue Bonds The Financing Authority issued refunding revenue bonds dated January 2008, totaling $7,645,000. The proceeds of the bonds were used to refund the Financing Authority's 1996 Revenue Bonds and pay the costs of issuance of the bonds. As of June 30, 2013, the balance outstanding was $4,845,000, with an unamortized premium of $113,928. The Bonds shall bear interest at rates between 3.00% and 4.00% and is payable on each January 1 and July 1, commencing July 1, 2008. The bonds are payable from a pledge of revenues consisting primarily of payments to be made by the City of Redondo Beach under a lease agreement. Principal is due annually beginning on July 1, 2008, in amounts ranging from $385,000 to $805,000. The bonds mature on July 1, 2019. The bonds are subject to optional and mandatory early redemption provisions. 84 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 8. LONG-TERM DEBT, (Continued) The annual requirements to amortize the outstanding bond indebtedness as of June 30, 2013, including interest, are as follows: Year Ending June 30, 2014 Principal $ Interest 665,000 $ Total 193,800 $ 858,800 2015 695,000 167,200 862,200 2016 715,000 139,400 854,400 2017 745,000 110,800 855,800 2018 775,000 81,000 856,000 1,250,000 67,800 1,317,800 2019-2020 Total $ 4,845,000 $ 760,000 $ 5,605,000 The following is a summary of the 2008 Refunding Revenue unamortized premium outstanding at June 30, 2013: Balance Balance July 1, 2012 $ 132,917 Additions $ Deletions - $ 85 (18,989) June 30, 2013 $ 113,928 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 8. LONG-TERM DEBT, (Continued) Capital Leases The City has entered into various lease purchase agreements for equipment. These leases have been classified as capital leases. The related assets have been capitalized in the government-wide financial statements at the initial present value of the lease payments. The balance outstanding at June 30, 2013, was $884,092. The total leased assets by major asset class consisted of the following: June 30, 2013 Equipment under capitalized lease, at cost 2,052,274 Accumulated depreciation (721,477) Equipment under capitalized lease, net $ The annual debt service requirements outstanding at June 30, 2013 were as follows: For the Years Total Ending June 30, Payments 2014 $ 2015 439,198 256,756 2016 92,293 2017 94,866 2018 $ Total 86 979 884,092 1,330,797 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 8. LONG-TERM DEBT, (Continued) Wastewater Revenue Bonds, 2004, Series A The City issued revenue bonds dated May 12, 2004, totaling $10,335,000. The purpose of the bonds was to finance certain improvements and related facilities that constitute part of the Wastewater Enterprise Fund. The bond proceeds used are capital related. The serial bonds in the amount of $5,230,000 mature through May 1, 2024, and bear a variable interest rate ranging from 2.50% to 5.00% per annum. Term bonds in the amount of $5,105,000 mature through May 1, 2034, and bear interest at the rate of 5.00%. The serial bonds maturing on or after May 1, 2015, are subject to optional redemption provisions. The term bonds are subject to optional and mandatory redemption provisions. The bonds are payable solely from and secured by a pledge of and lien upon the net revenues of the Wastewater Enterprise Fund. As of June 30, 2013, the balance outstanding was $8,500,000, with an unamortized bond discount of $49,857. Principal and interest paid for the current year and total revenues for the Wastewater Fund were $235,000, $442,050, and $3,764,711, respectively. The annual requirements to amortize the outstanding bond indebtedness as of June 30, 2013, including interest, are as follows: Year Ending June 30, 2014 Principal $ Interest 245,000 $ Total 417,269 $ 662,269 2015 255,000 406,856 661,856 2016 265,000 395,700 660,700 2017 275,000 383,775 658,775 2018 290,000 370,713 660,713 1,680,000 1,630,137 3,310,137 2024-2028 2,130,000 1,170,000 3,300,000 2029-2033 2,730,000 580,000 3,310,000 2019-2023 2034 Total 630,000 $ 31,500 8,500,000 $ 87 5,385,950 661,500 $ 13,885,950 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 8. LONG-TERM DEBT, (Continued) The following is a summary of the 2004 Revenue Bond Series A unamortized discount outstanding at June 30, 2013: Balance Balance July 1, 2012 $ (52,231) Additions $ Deletions - $ June 30, 2013 2,374 $ (49,857) Boating and Waterways Construction Loan 88-21-84 On July 25, 1988, the City entered into a $2,000,000 loan agreement with the California Department of Boating and Waterways (Contract No. 88-21- 84). Proceeds of the loan were used to finance harbor dredging, storm recovery repairs and hazard-mitigation projects. The loan bears interest at 4.5%. As of June 30, 2013, the balance outstanding was $761,874. The annual debt service requirements for the Boating and Waterways Construction indebtedness outstanding at June 30, 2013, are as follows: Year Ending June 30, 2014 Principal $ 2015 Interest 95,009 $ 99,284 Total 34,284 $ 30,009 129,293 129,293 2016 103,752 25,541 129,293 2017 108,421 20,872 129,293 2018 113,300 15,993 129,293 2019-2021 242,108 16,462 Total $ 761,874 $ 88 143,161 258,570 $ 905,035 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 8. LONG-TERM DEBT, (Continued) Boating and Waterways Construction Loan 89-21-147 In 1989, the City entered into a $4,500,000 construction loan agreement with the California Department of Boating and Waterways (Contract No. 89- 21-147) at an interest rate of 4.5%. Proceeds of the loan were used to finance the City's cost-sharing obligations in connection with the Federal breakwater improvement program, storm repairs and hazard-mitigation projects. As of June 30, 2013, the balance outstanding was $1,889,980. The annual debt service requirements for the Boating and Waterways Construction indebtedness outstanding at June 30, 2013, are as follows: Year Ending June 30, 2014 Principal $ Interest 201,491 $ Total 85,049 $ 286,540 2015 210,558 75,982 286,540 2016 220,033 66,507 286,540 2017 229,935 56,605 286,540 2018 240,282 46,258 286,540 2019-2021 Total 787,681 $ 71,931 1,889,980 $ 89 402,332 859,612 $ 2,292,312 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 9. NON-CITY OBLIGATIONS The following bond issues are not reported in the City's financial statements because these are special obligations payable solely from and secured by specific revenue sources described in the resolutions and official statements of the respective issues. Neither the faith and credit nor the taxing power of the City, the Agency, the State of California or any political subdivision thereof, is pledged for payment of these bonds. Original Outstanding Amount June 30, 2013 A. Multifamily Housing Revenue Bonds /Notes Heritage Pointe Project Series 2004A $ 11,390,000 $ 10,890,000 $ 6,425,000 $ 3,790,196 B. Multifamily Housing Revenue Refunding Bonds/SEASONS at Redondo Beach Series 2008A 10. OPERATING LEASE INCOME A. Harbor Tidelands and Uplands Enterprise Operating Leases The Harbor Tidelands and Harbor Uplands Enterprise Funds were created by to provide small boat harbor facilities to the general public. The Harbor Tidelands and Harbor Uplands Enterprise Funds operate as landlords, assigning or leasing facilities and land area. Principal sources of income are from rental of land and facilities. A major portion of the operating revenue of the Harbor Tidelands and Uplands Enterprise Funds arise from long-term leases of land, pier space, waterways and other facilities which require the lessees to make substantial investments in leasehold improvements. These leases are accounted for as operating leases. The total cost of the assets leased was $10,406,895, less accumulated depreciation of $951,746. The balance as of June 30, 2013 was $9,455,149. 90 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 10. OPERATING LEASE INCOME, (Continued) A. Harbor Tidelands and Uplands Enterprise Operating Leases, (Continued) The following is a schedule, by year, of minimum future lease rentals on non-cancellable operating leases as of June 30, 2013: Year Ending Minimum Future June 30, Lease Rentals 2014 $ 5,466,956 2015 5,713,956 2016 5,623,956 2017 5,623,956 2018 3,608,906 2019-2023 16,753,781 2024-2028 14,488,537 2029-2033 13,548,831 2034-2038 12,836,599 2039-2043 12,933,059 2044-2048 9,978,179 2049-2053 9,822,659 2054-2058 9,822,659 2059-2063 8,382,155 2064-2068 2,807,021 2069 514,767 Totals $ 137,925,977 The above accounts do not include lease rental income based on a percentage of lessee’s gross revenues that may be received under the leases. 91 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 11. RISK MANAGEMENT The City is exposed to risks of losses related to torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters; and currently reports all of its risk management activities in its Self-Insurance Program Internal Service Fund. The City has adopted a self-insurance workers' compensation program, which is administered by a third-party agent, AdminSure. The self-insurance coverage for each claim is limited to $750,000. Excess coverage of up to $5,000,000 for each claim is provided by the Independent Cities Risk Management Authority (ICRMA), an insurance pool, in which a consortium of cities has agreed to share risks and losses. As of June 30, 2013, the estimated claims payable for workers' compensation was $13,827,323, which included claims incurred but not reported (IBNR). The current year's portion of the claims was $637,563. For general liability claims, the City is also self-insured up to $500,000 for each occurrence. The self-insurance program is administered by a third-party agent, AdminSure. Each claim in excess of the self-insured retention of up to $2,000,000 is covered by the ICRMA. There is also excess coverage in the amount of $18 million. As of June 30, 2013, the estimated claims payable for general liability was $2,499,971, which included IBNR. The current year's portion was $165,022. Governmental activities claims and judgments are generally liquidated by the General Fund. Liability on June 30, 2013 General Liability $ Workers' Compensation 2,499,971 13,827,323 Total $ 16,327,294 Settled claims have not exceeded any of the City's coverage amounts in: any of the last three fiscal years and there were no reductions in the City's coverage during the year. The estimated claims payable for workers' compensation and general liability is based on estimates provided by the third-party administrator, the City Attorney, the Risk Management staff, and ICRMA's actuary. 92 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 11. RISK MANAGEMENT, (Continued) Changes in the reported liability resulted from the following: Year Ended Balance June 30, July 01, 2012 2011 $ Additions 13,454,314 $ 312,812 Deletions $ 1,137,278 Amounts Amounts Balance Due Within Due in More June 30, 2013 One Year than One Year $ 14,904,404 $ 742,843 $ 14,161,561 2012 14,904,404 401,768 (477,351) 14,828,821 820,938 14,007,883 2013 14,828,821 608,744 889,729 16,327,294 802,585 15,524,709 Effective July 17, 1990, the City became a member of the Independent Cities Risk Management Authority (ICRMA), a public entity risk pool currently operating as a common risk management and insurance program for 29 California cities. The City pays an annual premium to the pool for its excess general liability insurance coverage. The agreement for formation of the ICRMA provides that the pool will be self-sustaining through member premiums. The City continues to carry insurance from commercial companies for all other risks of loss, including coverage for property, earthquake and flood, automobile, physical damage and special events. 11. RISK MANAGEMENT, (Continued) Condensed Financial Information of the ICRMA Condensed audited financial information of ICRMA as of June 30, 2012 (most recent information available) is as follows: Assets $ Total 64,085,174 Liabilities of member cities $ 28,787,592 Net assets Total liabilities and net assets $ 35,297,582 64,085,174 Revenues $ Cost and expenses 19,847,624 18,569,953 Net income 2,507,608 Net assets - July 1, 2011 Net assets - June 30, 2012 $ 93 32,789,974 35,297,582 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 12. EMPLOYEE RETIREMENT PLANS A. Pension Plan Plan Description – The City contributes to the California Public Employees’ Retirement System (PERS), an agent multiple-employer public employee defined benefit pension plan. PERS provides retirement and disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. PERS acts as a common investment and administrative agent for participating public entities within the State of California. Benefit provisions and all other requirements are established by State statute and City ordinance. Copies of PERS’ annual financial report may be obtained from their Executive Office located at 400 P Street, Sacramento, California, 95814. The City has a multiple-tier retirement plan with benefits varying by plan. Funding Policy – Active plan members are required by State statute to contribute a percentage of their annual covered salary. The following table details the contribution percentages and the portion of those percentages paid by the City, as employer, on their behalf and for their accounts. The City’s portion amounted to $2,244,633 for the year ended June 30, 2013. Pension Plan Miscellaneous Tier 1 Miscellaneous Tier 2 Miscellaneous Tier 3 Fire Tier 1 Fire Tier 2 Fire Tier 3 Police Tier 1 Police Tier 2 Police Tier 3 Employee Contribution Percentage City Portion Employee Portion 7.00% 7.00% 6.50% 9.00% 9.00% 11.25% 9.00% 9.00% 11.25% 7.00% 0.00% 0.00% 9.00% 4.50% 0.00% 9.00% 9.00% 11.25% 0.00% 7.00% 6.50% 0.00% 4.50% 11.25% 0.00% 0.00% 0.00% [1] Employees hired on or before June 25, 2012 [2] Employees hired after June 25, 2012 and classic members of the PERS system [3] Employees hired on or after January 1, 2013 and new to the PERS system 94 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 12. EMPLOYEE RETIREMENT PLANS, (Continued) B. Pension Plan, (Continued) The City is required to contribute for fiscal year 2012-13 at an actuarially determined rate of 14.526% and 40.391% of annual covered payroll for miscellaneous and safety employees, respectively. Annual Pension Cost - For 2012-13, the City's annual pension cost of $10,090,495 for PERS was equal to the City's required and actual contributions. The required contribution was determined as part of the June 30, 2010, actuarial valuation using the entry age normal actuarial cost method. The actuarial assumptions included (a) 7.75% investment rate of return (net of administrative expenses), (b) projected salary increases ranging from 3.55% to 14.45% for miscellaneous employees and from 3.55% to 13.15% for safety employees depending on age, service, and type of employment, and (c) 3.25% per year costof-living adjustments. Both (a) and (b) included an inflation component of 3.0%. The actuarial value of PERS assets was determined using techniques that smooth the effects of short-term volatility in the market value of investments over a three-year period. PERS unfunded actuarial accrued liability (or surplus) is being amortized as a level percentage of projected payroll on a closed basis. The average remaining amortization period at June 30, 2010, was 21 years for miscellaneous and 30 years for safety employees for prior and current service unfunded liability. THREE-YEAR TREND INFORMATION FOR PERS Annual Fiscal Year 06/30/2011 $ Percentage of Pension APC Net Pension (APC) Contributed Obligation 9,646,142 100% 06/30/2012 10,085,958 100% - 06/30/2013 10,090,495 100% - 95 $ - City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 12. EMPLOYEE RETIREMENT PLANS, (Continued) A. Pension Plan, (Continued) Funding Status as of the Most Recent Actuarial Date: The amounts reflected herein represent the City's portion as reported by CalPERS. Safety Plan (A) (B) (C) (D) (E) (F) Unfunded Unfunded Entry Age (Overfunded) (Overfunded) Actuarial Actuarial Liability as Actuarial Actuarial Actuarial Accrued Funded Valuation Asset Accrued Liability Ratio Covered Covered Payroll Date Value Liability (B-A) (A/B) Payroll (C/E) 06/30/2011 $ 217,038,991 $ 268,946,368 $ 51,907,377 80.7% Percentage of $ 14,954,415 347.1% Miscellaneous Plan (A) (B) (C) (D) (E) (F) Unfunded Unfunded Entry Age (Overfunded) (Overfunded) Actuarial Actuarial Liability as Actuarial Actuarial Actuarial Accrued Funded Valuation Asset Accrued Liability Ratio Covered Covered Payroll Date Value Liability (B-A) (A/B) Payroll (C/E) 06/30/2011 $ 129,874,269 $ 148,638,920 $ 18,764,651 * Most recent information available 96 87.4% Percentage of $ 18,657,247 100.6% City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 12. EMPLOYEE RETIREMENT PLANS, (Continued) B. Other Post Employment Benefits Plan Descriptions and Eligibility. In addition to the pension benefits described above, the City provides certain health insurance benefits, in accordance with memorandums of understanding, to retired employees through the California Employers' Retiree Benefit Trust (CERBT) Fund, which is an agent multipleemployer plan administered by CaIPERS. The City provides medical insurance for all employees who retire with a minimum of 20 years of full-time public agency service. The City shall pay the single retiree medical premium rate, for qualified retirees, for a medical insurance plan in which the retiree is enrolled from among those medical plans provided by the City. These contributions of the City for such medical premiums shall cease on the date the retiree becomes eligible to enroll in the Federal Medicare program and/or any Medicare supplemental plans. At June 30, 2013, approximately 107 employees are eligible to receive post-employment benefits. Funding Policy. The required contribution of the City is based on a percentage of PERSable payroll. For fiscal year 2013, the City contributed $1,354,077 to the plan. Annual OPEB Cost and Net OPEB Obligation. The City's annual Other Postemployment Benefit (OPEB) cost (expense) is calculated based on the Annual Required Contribution (ARC) of the Employer, an amount actuarially determined in accordance with the parameters of GASB Statement 45. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excesses) over a period not to exceed thirty 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 changes in the City's net OPEB Obligation to the Plan: Total Annual required contribution $ Interest on net OPEB obligation 1,354,000 - Adjustment to annual required contribution - Annual OPEB cost (expense) 1,354,000 Contributions made (1,354,000) Increase in net OPEB obligation - Net OPEB obligation - beginning of year - Net OPEB obligation - end of year $ 97 - City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 12. EMPLOYEE RETIREMENT PLANS, (Continued) B. Other Post Employment Benefits, (Continued) The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2013 is as follows: Fiscal Annual Year OPEB Annual OPEB Cost OPEB Ended Cost Contribution Contributed Obligation 06/30/2013 $ 1,354,000 % of Annual $ 1,354,000 100% Net $ - Funded Status and Funding Progress. As of June 30, 2011, the most recent actuarial valuation date, the plan was 21.1 percent funded. The Actuarial Accrued Liability for benefits was $20,086,000, and the actuarial value of assets was $4,245,000, resulting in a VAAL of $15,841,000. The actual covered payroll (annual payroll of active employees covered by the plan) was $30,774,470 and the ratio of VAAL to the covered payroll was 51%. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts 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 rate. 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 table below shows a one-year analysis of the actuarial value of assets as a percentage of the actuarial accrual liability and the unfunded actuarial accrued liability as a percentage of the annual covered payroll as of June 30, 2011. (A) (B) (C) (D) (E) (F) Unfunded Actuarial Actuarial Unfunded Liability as Actuarial Accrued Actuarial Actuarial Asset Liability Accrued Funded Actual Covered Valuation Value Entry Age Liability Ratio Covered Payroll Date (A) (B) (A-B) (A/B) Payroll (C/E) 06/30/2011 $ 4,245,000 $ 20,086,000 $ (15,841,000) 98 Percentage of 21.1% $ 30,774,470 -51.47% City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 12. EMPLOYEE RETIREMENT PLANS, (Continued) B. Other Post Employment Benefits, (Continued) 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 members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce 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. In the June 30, 2011 actuarial valuation, the entry age actuarial cost method was used. The actuarial assumptions include a 7.25% investment rate of return which is based on the expected return on funds invested by CaIPERS, and an annual healthcare cost trend rate of actual premiums, which is reduced over eight years to an ultimate rate of 5.0% for 2021 and thereafter. The actuarial assumption for inflation was 3 percent, and the aggregate payroll increases was 3.25 percent used in the actuarial valuation. The initial VAAL from June 30, 2006 valuation is being amortized as level percentage of projected payroll over a 30 year closed period (25 years remaining for fiscal year 2013/2014). Subsequent increases/ decreases in VAAL due to actuarial gains/losses or changes in assumptions or methods are amortized over 15 year closed periods. The average remaining amortization period may be no more than 30 years. 13. COMMITMENTS AND CONTINGENCIES A. Lawsuits The City is a defendant in various lawsuits. Although the outcome of these lawsuits is not presently determinable, it is the opinion of the City's legal counsel that resolution of these matters will not have a material adverse effect on the financial condition of the City. B. Federal and State Grant Programs The City participates in Federal and State grant programs. These programs are subject to audit. No cost disallowance is expected as a result of any audits. 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. 99 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 13. COMMITMENTS AND CONTINGENCIES, (Continued) C. Commitments As of June 30, 2013, in the opinion of City management, there were no outstanding matters that would have a significant effect on the financial position of the funds of the City. D. Contingencies The regional water quality Control Board has filed regulatory notice of violations against the City regarding issues with Seaside Lagoon water quality discharges to the harbor. The City has appealed the violations to the State Water Board. At this time, potential fines, assessments, and settlements are estimated as likely not to exceed $51,000. The City Council approved an Asset Management Plan for the Waterfront on December 18, 2007, and the Harbor Enterprise Business Plan on August 24, 2010. These documents, serve as the blueprint for the City’s waterfront revitalization efforts. One of the central strategies in the Asset Management Plan is the consolidation of underutilized pier area leaseholds into larger, single leasehold to promote the highest and best use of these properties through new private sector investment. In February 2012, the City entered into an agreement for the Pier Plaza Leasehold and financing from Compass Bank is in the form of a Lease, Leaseback through which the City receives an upfront one-time payment from Compass (lease) in exchange for a regular monthly payment of interest and principal from the City over twenty years (leaseback), much like a traditional loan. The purchase price for the leasehold is $8.4 million. The money is provided at an interest rate which is fixed at 4.22% for seven years after which time the rate is variable. The seven year fixed term is arranged through a SWAP agreement with Compass Bank through which the City pays a slightly higher interest rate 4.22% in exchange for the certainty of the fixed rate for the seven year term. In April 2012, the City entered into an agreement for the International Boardwalk Leasehold and received financing with Compass Bank in the form of a Lease, Leaseback through which the City receives an upfront one-time payment from Compass (lease) in exchange for a regular monthly payment of interest and principal from the City over twenty years (leaseback), much like a traditional loan. The property being leased for this transaction is the Plaza Parking structure that sits adjacent to the International Boardwalk. The Letter Agreement for Purchase document covers the broader terms of the transaction. The purchase price for the leasehold is $2.9 million. The money is provided at an interest rate which will be fixed at approximately 4.25% for seven years after which time the rate is variable. The seven year fixed term is arranged through a SWAP agreement with Compass Bank through which the City pays a slightly higher interest rate (4.25%) in exchange for the certainty of the fixed rate for the seven year term. The SWAP agreement is laid out in more detail in the ISDA Master Agreement and Schedule to the ISDA Master Agreement. 100 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 13. COMMITMENTS AND CONTINGENCIES, (Continued) The City’s General Fund serves as the backstop in the event the Leaseholds fail to perform according to the terms as set forth in the agreements. The estimated outstanding balance on the Pier Plaza and International Boardwalk leaseholds as of June 30, 2013, is $8 million, and $2.6 million, respectively. 14. POLLUTION REMEDIATION OBLIGATIONS The Department of Toxic Substances Control (DTSC) has filed regulatory Notice of Violations against the City regarding the Redondo Beach Police Department's gun range concerning issues with lead bullet fragments. Cleanup, potential fines, assessments, and settlements incurred by the City to date are approximately $282,000. Additional cleanup and settlements currently are estimated to be $150,000. This liability has been accrued in the General Fund. 101 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 15. CLASSIFICATION OF FUND BALANCES The City adopted the provisions of GASB Statement No. 54, Fund Balance and Governmental Fund Type Definitions. GASB 54 establishes Fund Balance classifications based largely upon the extent to which a government is bound to observe constraints imposed upon the use of the resources reported in governmental funds. The Governmental Fund statements conform to this classification. Special Revenue Debt Service Other Public Nonmajor Total General Intergovernmental Financing Governmental Governmental Fund Grants Authority Funds Funds Nonspendable Prepaid costs $ Notes and loans receivable Total nonspendable 99,401 $ - 21,430 120,831 $ - - $ - - $ - 99,401 21,430 120,831 Restricted Debt service - - Public safety - - - 1,240,969 1,240,969 Public works - - - 9,055,367 9,055,367 Low and moderate income housing - - - 2,267,794 2,267,794 Housing and community development - - - 3,446,778 3,446,778 - - 16,010,908 22,829,604 Total restricted 6,818,696 - 6,818,696 6,818,696 Committed Contingency 5,889,783 - - - 5,889,783 5,889,783 - - - 5,889,783 Capital improvement projects 124,785 - - General government 355,074 - - - 355,074 Public safety 56,661 - - - 56,661 Housing and community development 95,119 - - - 95,119 4,266 - - - 4,266 123,624 - - - 123,624 Carryover assignments 1,233,888 - - - 1,233,888 Compensated absences 607,602 - - - 607,602 17,050 - - - 17,050 2,650,000 - - - 2,650,000 Union Offer Increase 332,381 - - - 332,381 Compensation restoration 861,248 - - - 861,248 - - 1,000,000 Total committed Assigned Cultural and leisure services Public works Petty cash Self-insurance program Contingency 1,000,000 CalPERS Total assigned - - - - 272,083 Unassigned Total fund balance 3,813,747 11,275,445 $ 17,558,142 (1,044,377) $ (1,044,377) 102 3,113,179 - 6,818,696 3,813,747 3,113,179 $ 3,237,964 14,388,624 $ 19,124,087 (772,294) $ 42,456,548 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 16. DISSOLUTION OF CALIFORNIA REDEVELOPMENT AGENCIES On December 29, 2011, the California Supreme Court upheld Assembly Bill X1 26 (Bill) that provides for the dissolution of all redevelopment agencies in the State of California. Most cities in California had established a redevelopment agency that was included in the reporting entity of the City as a blended component unit (since the City council, in many cases, also served as the governing board for those agencies). The Bill provides that upon dissolution of a redevelopment agency, either the City or another unit of local government will agree to serve as the “successor agency” to hold the assets until they are distributed to other units of state and local government. If the City declines to accept the role of successor agency, other local agencies may elect to perform this role. If no local agency accepts the role of successor agency the Governor is empowered by the Bill to establish a local “designated local authority" to perform this role. On January 10, 2012 the City Council met and created a Successor Agency in accordance with the Bill as part of the City’s resolution number 12-01. After enactment of the law, which occurred on June 28, 2011, redevelopment agencies in the State of California cannot enter into new projects, obligations or commitments. Subject to the control of a newly established oversight board, remaining assets can only be used to pay enforceable obligations in existence at the date of dissolution (including the completion of any unfinished projects that were subject to legally enforceable contractual commitments). In future fiscal years, successor agencies will only be allocated tax revenue in the amount that is necessary to pay the estimated annual installment payments on enforceable obligations of the former redevelopment agency until all enforceable obligations of the prior redevelopment agency have been paid in full. The Bill directs the State Controller of the State of California to review the propriety of any transfers of assets between redevelopment agencies and other public bodies that occurred after January 1, 2011. If the public body that received such transfers is not contractually committed to a third party for the expenditure or encumbrance of those assets, the State Controller is required to order the available assets to be transferred to the public body designated as the successor agency by the Bill. In accordance with the timeline set forth in the Bill (as modified by the California Supreme Court on December 29, 2011) all redevelopment agencies in the State of California were dissolved and ceased to operate as a legal entity as of February 1, 2012. Prior to that date, the final seven months of the activity of the redevelopment agency is reported in the governmental funds of the City. After the date of dissolution, activities of the dissolved redevelopment agency are reported in a fiduciary trust fund (private purpose trust fund) in the fiduciary statements of the City. 103 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 17. SUCCESSOR AGENCY LONG-TERM DEBT In accordance with the provisions of Assembly Bill X1 26 (Bill) and the California Supreme Court’s decision to uphold the Bill, the obligations of the former redevelopment agency became vested with the funds established for the successor agency upon the date of dissolution, February 1, 2012. Former tax increment revenues pledged to fund the debts of the former redevelopment agency will be distributed to the Successor Agency subject to the reapportionment of such revenues as provided by the Bill. The debt of the Successor Agency as of June 30, 2013 is as follows: Balance July 1, 2012 Additions Deletions Amounts Amounts Balance Due Within Due in More June 30, 2013 One Year than One Year Successor Agency: County Deferral Loan - 1983 tax Increment Deferral $ County Deferral Loan - 1984 tax Increment Deferral 6,934,419 $ - 7,400,570 Bank of America Loan $ - - 693,000 - $ 6,934,419 - 7,400,570 - 693,000 $ - $ - 6,934,419 7,400,570 99,000 594,000 City Loan - Principal - Harbor Center 4,288,426 - - 4,288,426 - 4,288,426 City Loan - Interest - Harbor Center 3,590,101 25,208 - 3,615,309 - 3,615,309 City Loan (PFA) - Harbor Center City Loan - South Bay Center Total $ 668,885 - (668,885) 6,765,000 - (485,000) 29,647,401 $ 718,208 104 $ (1,153,885) - - 6,280,000 $ 29,211,724 - $ 99,000 6,280,000 $ 29,112,724 City of Redondo Beach Notes to the Financial Statements For the year ended June 30, 2013 17. SUCCESSOR AGENCY LONG-TERM DEBT, (Continued) 1983 Tax Increment Deferral - On November 15, 1983, the Agency and the County of Los Angeles (County) entered into an agreement for reimbursement of tax increment funds. It was recognized that the South Bay Center Project Area needed to utilize a substantial portion of the annual tax increment in the early years to finance its redevelopment activities. Therefore, the County taxing entities agreed to defer receipt of tax increment reimbursement from the Agency. This deferral is debt of the Agency to be repaid only from the Agency's share of future tax increment. There is no fixed payment schedule to repay this loan and is non-interest bearing. The balance outstanding at June 30, 2013, was $6,934,419. 1984 Tax Increment Deferral - On February 14, 1984, the Agency and the County entered into an agreement for reimbursement of tax increment funds. It was recognized that the Aviation High School Project Area needed to utilize a substantial portion of the annual tax increment in the early years to finance its redevelopment activities. Therefore, the County taxing entities agreed to defer receipt of tax increment reimbursement from the Agency. This deferral is debt of the Agency to be repaid only from the Agency's share of future tax increment. There is no fixed payment schedule to repay this loan and is noninterest bearing. The balance outstanding at June 30, 2013, was $7,400,570. Bank of America Loan - On December 1, 2012, the Agency entered into a note payable with Bank of America to pay off the City loan to Public Finance Agency of $693,000. The note principal balance is payable annually in installments of $99,000, and interest payments are made semi-annually at 5.75%. The final financing commitment expires September 1, 2019. 18. RISKS & UNCERTAINTIES A. Grants Amounts received or receivable from grant agencies are subject to audit and adjustment by grantor agencies. Any disallowed claims, including amounts already collected, may constitute a liability of the applicable funds. The amount, if any, of expenditures that may be disallowed by the grantor cannot be determined at this time, although the City expects such amounts, if any, to be immaterial. B. Successor Agency Deductions (expenses) incurred by the Successor Agency for the year ended June 30, 2013 (and subsequent years in which the Successor Agency is in operation) are subject to review by various State agencies and the County in which the Successor Agency resides. If any expenses incurred by the Successor Agency are disallowed by the State agencies or County, the City, acting as the Successor Agency could be liable for the repayment of the disallowed costs from either its own funds or by the State withholding remittances normally paid to the City. The amount, if any, of expenses that may be disallowed by the State agencies or County cannot be determined at this time, although the Successor Agency expects such amounts, if any, to be immaterial. 105 REQUIRED SUPPLEMENTARY INFORMATION 106 City of Redondo Beach Required Supplementary Information For the year ended June 30, 2013 1. BUDGETARY INFORMATION Through the budget, the City Council sets the direction of the City, allocates its resources and establishes its priorities. The Annual Budget assures the efficient and effective uses of the City's economic resources, as well as establishing that the highest priority objectives are accomplished. The Annual Budget serves from July 1 to June 30, and is a vehicle that openly communicates these priorities to the community, businesses, vendors, employees and other public agencies. Additionally, it establishes the foundation of effective financial planning by providing resource planning, performance measures and controls that permit the evaluation and adjustment of the City's performance. The City follows these procedures in establishing the budgetary data reflected in the basic financial statements: 1. 2. 3. 4. 5. 6. The City Council approves each year's budget submitted by the City Manager prior to the beginning of the new fiscal year. The City Council's policy is to adopt an annual line-item budget for the general, special revenue, debt service, and capital projects funds. Public hearings are conducted prior to its adoption by the Council. Supplemental appropriations, when required during the period, are also approved by the Council. Intradepartmental budget changes are approved by the City Manager. Expenditures may not exceed appropriations at the departmental level, which is the legal level of control. Budgets are created in accordance with GAAP.3.32. Encumbrance accounting, under which purchase orders, contacts, and other commitments for the expenditure of monies are recorded in order to reserve that portion of the applicable appropriation, is employed as an extension of formal budgetary integration in the general, special revenue, debt service, and capital projects funds. Unexpended and unencumbered appropriations of these governmental funds automatically lapse at the end of the fiscal year. Encumbrances outstanding at year-end are reported as a reservation of fund balances. They do not constitute expenditures or estimated liabilities. The following are the budget comparison schedules for General Fund, Other Intergovernmental Grants Special Revenue Fund, and Public Financing Authority Debt Service Fund. 107 CITY OF REDONDO BEACH Required Supplementary Information For the year ended June 30, 2013 1. BUDGETARY INFORMATION, Continued Budget Comparison Schedule, General Fund Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Final 13,390,680 $ 13,390,680 $ Actual Positive Amounts (Negative) 13,390,680 $ - RESOURCES (INFLOWS): Taxes 51,601,000 52,697,837 55,882,844 3,185,007 Interdepartmental 6,249,628 6,656,858 6,656,858 - Licenses and permits 1,011,620 1,273,620 1,259,505 (14,115) Intergovernmental - Charges for services - 11,435,447 54,040 12,232,934 54,040 5,216,209 (7,016,725) (301,765) Use of money and property 2,193,008 2,181,008 1,879,243 Fines and forfeitures 1,685,400 1,685,400 1,620,958 (64,442) Miscellaneous 1,066,614 1,067,014 857,815 (209,199) Transfers in 1,181,854 2,683,354 839,865 (1,843,489) 89,815,251 93,868,705 87,658,017 (6,210,688) 9,555,080 11,004,155 9,285,279 1,718,876 42,423,533 43,157,376 41,945,269 1,212,107 447,809 Amount available for appropriation CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: General government Public safety Housing and community development 3,163,711 3,569,859 3,122,050 Public works 5,014,222 5,200,733 5,236,471 (35,738) Cultural and leisure services 8,628,339 8,742,280 8,567,569 174,711 1,351,138 3,365,076 1,943,237 1,421,839 70,136,023 75,039,479 70,099,875 4,939,604 Transfers out Total charges to appropriations FUND BALANCE - ENDING $ 108 19,679,228 $ 18,829,226 $ 17,558,142 $ (1,271,084) CITY OF REDONDO BEACH Required Supplementary Information For the year ended June 30, 2013 1. BUDGETARY INFORMATION, Continued Budget Comparison Schedule, Other Intergovernmental Grants Special Revenue Fund Variance with Final Budget Budget Amounts Original FUND BALANCE (DEFICIT) - BEGINNING $ Actual Final (1,319,919) $ Positive Amounts (1,319,919) $ (1,319,919) (Negative) $ - RESOURCES (INFLOWS): Intergovernmental 2,004,799 3,553,714 3,149,452 (404,262) Miscellaneous - - 120,940 120,940 Transfers in - - 440,600 440,600 Amount available for appropriation 684,880 2,233,795 2,391,073 157,278 Public safety 71,220 1,100,149 418,617 681,532 Public works 69,745 69,745 69,320 425 1,863,834 11,959,830 2,947,513 9,012,317 2,004,799 13,129,724 3,435,450 9,694,274 CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Capital outlay Total charges to appropriations FUND BALANCE (DEFICIT) - ENDING $ (1,319,919) 109 $ (10,895,929) $ (1,044,377) $ 9,851,552 CITY OF REDONDO BEACH Required Supplementary Information Public Financing Authority Debt Service Fund For the year ended June 30, 2013 1. BUDGETARY INFORMATION, Continued Budget Comparison Schedule, Public Financing Authority Debt Service Fund Variance with Final Budget Budget Amounts Original FUND BALANCE (DEFICIT) - BEGINNING $ Final 7,362,829 $ 7,362,829 $ Actual Positive Amounts (Negative) 7,362,829 $ - RESOURCES (INFLOWS): Use of money and property 329,337 Miscellaneous 329,337 - Amount available for appropriation - 1,225,845 896,508 80 80 7,692,166 7,692,166 8,588,754 896,508 188,222 188,222 119,155 69,067 76,812 76,812 1,380,000 CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Housing and community development Debt Service: Principal retirement Interest and fiscal charges Total charges to appropriations FUND BALANCE (DEFICIT) - ENDING $ 110 (1,303,188) 64,303 64,303 270,903 (206,600) 329,337 329,337 1,770,058 (1,440,721) 7,362,829 $ 7,362,829 $ 6,818,696 $ (544,213) City of Redondo Beach Required Supplementary Information For the year ended June 30, 2013 2. DEFINED PENSION PLAN A schedule of funding progress for the past three actuarial valuations is presented below. Safety Plan (A) (B) (C) (D) (E) (F) Unfunded Unfunded (Overfunded) (Overfunded) Actuarial Entry Age Actuarial Actuarial Actuarial Accrued Valuation Asset Accrued Liability Ratio Covered Covered Payroll Date Value Liability (B-A) (A/B) Payroll (C/E) Actuarial 06/30/2008 $ 195,959,373 $ 232,567,064 $ Liability as Funded Percentage of 36,607,691 84.3% 15,118,770 242.1% 06/30/2009 202,858,694 252,092,246 49,233,552 80.5% $ 16,436,916 299.5% 06/10/2010 209,481,432 259,321,750 49,840,318 80.8% 15,615,232 319.2% Miscellaneous Plan (A) (B) (C) (D) (E) (F) Unfunded Unfunded (Overfunded) (Overfunded) Actuarial Entry Age Actuarial Liability as Actuarial Actuarial Accrued Valuation Asset Accrued Liability Ratio Covered Covered Payroll Date Value Liability (B-A) (A/B) Payroll (C/E) Actuarial 06/30/2008 $ 114,865,498 $ 124,542,795 $ Funded Percentage of 9,677,297 92.2% 06/30/2009 119,584,408 135,652,505 16,068,097 88.2% 20,267,353 79.3% 06/30/2010 124,366,166 141,617,233 17,251,067 87.8% 19,612,331 88.0% *Latest information available 111 $ 20,641,265 46.9% City of Redondo Beach Required Supplementary Information For the year ended June 30, 2013 3. OTHER POST EMPLOYMENT BENEFITS Schedule of Funding Progress for the City’s Plan (A) (B) (C) (D) (E) (F) (Unfunded) (Unfunded) Overfunded Entry Age Overfunded Actuarial Actuarial Actuarial Actuarial Actuarial Asset Accrued Accrued Funded Valuation Value Liability Liability Ratio Covered Covered Payroll Date (A) (B) (A-B) (A/B) Payroll (C/E) 06/30/2008 $ - $ 14,474,000 $ Liability as Percentage of (14,474,000) 0.0% 36,525,000 39.63% 06/30/2010 1,918,000 17,882,000 (15,964,000) 10.7% 31,700,000 50.36% 06/30/2011 4,245,000 20,086,000 (15,841,000) 21.1% 30,485,000 -51.96% 112 $ City of Redondo Beach Required Supplementary Information For the year ended June 30, 2013 4. MODIFIED APPROACH FOR CITY STREETS INFRASTRUCTURE CAPITAL ASSETS In accordance with GASB Statement No. 34, the City is required to account for and report infrastructure capital assets. GASB Statement No. 34 defines infrastructure assets as " ... long-lived capital assets that are stationary in nature and normally can be preserved for a significantly greater number of years than most capital assets ... " Major infrastructure systems include the street system, storm water system, sewer system, and traffic control system. Each major infrastructure system can be divided into subsystems. For example, the street system can be divided into concrete and asphalt pavements, concrete curb and gutters, sidewalks, medians, etc. Subsystem detail is not presented in these basic financial statements; however, the City maintains detailed information on these subsystems. The City has elected to use the "Modified Approach" as defined by GASB Statement No. 34 for infrastructure reporting for its Streets Pavement System. Under GASB Statement No. 34, eligible infrastructure capital assets are not required to be depreciated under the following requirements: The City manages the eligible infrastructure capital assets using an asset management system with characteristics of (1) an up-to-date inventory; (2) condition assessments which summarize results using a measurement scale; and (3) estimated annual amounts budgeted to maintain and preserve an established condition assessment level. The City documents that the eligible infrastructure capital assets are being preserved approximately at or above the established and disclosed condition assessment level. The City commissioned a physical assessment of the street conditions as of June 30, 2011. The study assisted the City by providing inspection data used to evaluate pavement condition. This helped to establish a City-defined target level of pavement performance, while optimizing the expenditure of limited fiscal resources. The entire pavement network within the City is composed of approximately 125 centerline miles of paved surfaces. The City's street system can be grouped by function class as follows: 22 centerline miles of arterial, 5 centerline miles of collector and 98 centerline miles of residential. In June 2013, a visual survey of all pavement segments was conducted to assess the existing surface condition of each of the individual pavement segments. Upon completion of the study, a Pavement Quality Index (PQI) was calculated for each segment in the City's pavement network to reflect the overall pavement condition. Rating ranged from 0 and 100. A PQI of 0 would correspond to badly deteriorated pavement with virtually no remaining life; a PQI of 100 would correspond to pavement with proper engineering design and construction at the beginning of its life cycle. During the year, the comprehensive survey is updated to reflect the pavement's current condition. 113 City of Redondo Beach Required Supplementary Information For the year ended June 30, 2013 4. MODIFIED APPROACH FOR CITY STREETS INFRASTRUCTURE CAPITAL ASSETS, (Continued) The following conditions were defined: Condition Very Good Good Fair Poor Rating 90-100 70-89 50-69 0-49 In line with the capital Improvement Program and as presented to City Council on December 2002, City policy is to achieve an average rating of 80 for all streets by fiscal year 2008-2009. This rating allows minor cracking and raveling of the pavement along with minor roughness that could be noticeable to drivers traveling at posted speeds. The City established the standard of 70 for fiscal years 2007, 2008, and 2009. The condition assessments for the most recent years since implementation are as follow: Year PQI rate 2010 83 Condition Very Good 40% Good 47% Fair Poor 2011 85 Good 45% 114 3% 33% Good 54% Poor 83 5% Very Good Fair 2013 7% 47% Poor 82 6% Very Good Fair 2012 % of Streets 7% 6% Very Good 35% Good 53% Fair 7% Poor 5% City of Redondo Beach Required Supplementary Information For the year ended June 30, 2013 4. MODIFIED APPROACH FOR CITY STREETS INFRASTRUCTURE CAPITAL ASSETS, (Continued) The City expended $2,656,343 on street improvement projects for the fiscal year ended June 30, 2013. These capital improvements expenditures enhanced the condition of many streets and delayed deterioration on others. The estimated expenditures required to maintain and improve the overall condition of the streets from July 1, 2012 through June 30, 2014 is a minimum of $5,200,000. A schedule of budget verses actual for the most recent years since implementation, which preserved City streets at the current 83 rating is presented below. Funded by Fiscal Year 2006-2007 Capital Improvement Funded by Total Project Fund Other Funds Expenditures Final Budget $ 6,493,717 $ 1,292,207 $ 569,668 $ 1,861,875 2007-2008 11,633,589 154,835 2,824,248 2,979,083 2008-2009 10,835,819 1,543,773 2,350,822 3,894,595 2009-2010 11,788,643 1,413,430 3,017,149 4,430,579 2010-2011 9,260,708 688,073 4,607,518 5,295,591 2011-2012 8,874,102 246,152 996,761 1,242,913 2012-2013 10,212,651 496,766 2,159,576 2,656,342 As of June 30, 2013, 22% of City streets were rated below the targeted average condition level of 80. However, as noted above, the City is investing in this infrastructure assets as part of the five-year Capital Improvement Program and will continue to rehabilitate and maintain its streets in order to achieve this goal. 115 City of Redondo Beach Required Supplementary Information For the year ended June 30, 2013 4. MODIFIED APPROACH FOR CITY STREETS INFRASTRUCTURE CAPITAL ASSETS, (Continued) Capital Improvement Project Project # Budget $ 367,257 $ Project Fund Other Fund Total Expenditures Expenditures Expenditures Bus Shelters & Benches 40120 Pavement & Sidewalk Repairs 40140 143,432 - - $ 765 - $ 765 Pavement Management Study 40170 31,700 - - Residential Street Rehabilitation 40190 1,098,620 - 10,297 10,297.00 Citywide Curb Ramp Improvements 40399 515,141 17,813 255,262 273,075.00 Target Community Improvements 40460 6,090 - - Traffic Calming Project 40470 70,467 49,196 - Bicycle Trans Plan Implementation 40510 183,740 - 8,684 8,684.00 Catalina/Harbor Advd Traf Sig Mgmt 40600 1,661 - 57,855 57,855.00 Riviera Village Improvements 40640 134,329 36,109 - 36,109.00 PCH/Torrance Blvd Right Hand Turn Lane 40650 90,000 - - Grant/Artesia Countdown Ped Signal 40710 33,000 - 18 18.00 8,980.00 - 49,196.00 - Harbor Dr. Resurfacing - Beryl to Herondo 40720 674,033 - 8,980 North Redondo Beach Bikeway Lighting 40740 180,800 - 7 7.00 190th St Resurfacing - PCH to Prospect 40750 336,247 - 336,247 336,247.00 Artesia/Aviation EB Rt Turn Lane 40770 12,276 - 10,392 10,392.00 Artesia/Aviation NB Rt Turn Lane 40780 840,101 - 1,100 1,100.00 PV Boulevard/PCH WB Rt Turn Lane 40790 318,420 - 269 269.00 PCH Study Recommendations 40800 1,399,750 - 1,108 1,108.00 PCH/Torrance Boulevard NB Rt Turn Lane 40810 578,871 - 37,891 37,891.00 MBB/Inglewood EB Rt Turn Lane 40820 12,873 - 11,271 11,271.00 - 675,816 675,816.00 MBB Resurfacing - RB Ave to Inglewood Ave 40830 689,596 Annual Roadway Maintenance 40840 265,840 Beryl/190th Signal Study 40850 50,000 - 27,273 27,273.00 Beryl St. Improvement - Flagler to 190th 40860 100,000 - 49,367 49,367.00 Camelian/PCH Streetscape Improvements 40870 100,000 - - Kingsdale Resurfacing - 182nd to Grant 40880 360,000 - - Prospect Resurfacing - Pearl to Emerald 40890 916,974 North Harbor Drive Cycle Track Project 40900 596,433 - - - PCH/Catalina Entryway Prop Acquisition 40910 105,000 - - - $ 10,212,651 116 265,840 - 127,808 $ 496,766 265,840.00 - 666,974 $ 2,159,576 794,782.00 $ 2,656,342 SUPPLEMENTARY INFORMATION 117 NON-MAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS State Gas Tax Fund - To account for the City's share of State gas tax allocations. Gasoline taxes must be used for maintenance and improvement of City streets. Parks and Recreation Facilities Fund - To account for revenues assessed on the construction of new residential units. Revenue is used solely for the acquisition, improvement and expansion of public parks and recreational facilities. Narcotic Seizure/Forfeiture Fund - To account for the City's portion of monies seized during arrests and expenditures for related enforcement activities. Proposition A Fund - To account for the operations of transit-related projects funded by a voter-approved, one-half cent sales tax levied within Los Angeles County. Proposition C Fund - To account for the operations of transit-related projects funded by a voter-approved, one-half cent sales tax levied within Los Angeles County. Measure R Fund - To account for monies received from the sales tax approved pursuant to Assembly Bill 2321, Measure R Ordinance of the Los Angeles County Metropolitan Transportation Authority for public transportation purposes. Local Transportation Article 3 Fund - To account for the operation of transportation services in the City and the Dial-A-Ride Program which provides transportation to Redondo Beach and Hermosa Beach residents. Air Quality Improvement Fund - To account for monies received from the South Coast Air Quality Management District, which are used to reduce air pollution from motor vehicles. Storm Drain Improvement Fund - To account for the receipt of the storm drain impact fees and the related National Pollutant Discharge Elimination System implementation and enforcement costs. Street Landscaping and Lighting District Fund - To account for the costs of establishing, improving and maintaining street landscaping and lighting in certain areas of the City. Costs of the projects are estimated and property owners are assessed their proportionate share. 118 NON-MAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS, (continued) Community Development Block Grant Fund - To account for Community Development Block Grant revenues and expenditures. Such revenues are restricted to the revitalization of low and moderate income areas within the City. Disaster Recovery Fund - To account for monies received from agencies of the Federal and State governments for disaster recovery assistance. Housing Authority Fund - To account for revenues and expenditures relating to low-cost housing for individuals meeting criteria established by the U.S. Department of Housing and Urban Development (HUD). Subdivision Park Trust Fund - To account for revenues and expenditures relating to Quimby Fees. Low-Mod Income Housing Asset Fund - To account for all transferred housing assets of the dissolved Redevelopment Agency and funds generated from those housing assets. DEBT SERVICE FUND Parking Authority Fund - To account for the remaining funds from the matured revenue bonds originally issued to purchase land and finance construction of a public parking facility and for the cooperation agreement with the Redevelopment Agency in connection with the Aviation High School Redevelopment Project Area. CAPITAL PROJECTS FUNDS Pier Parking Structure Rehabilitation Fund - To account for the costs to rehabilitate the publicly owned pier parking structure. Capital Improvement Projects Fund - To account for capital improvements of the City. 119 City of Redondo Beach Combining Balance Sheet Non-Major Governmental Funds June 30, 2013 Special Revenue State Parks and Narcotic Gas Recreation Seizure / Proposition Proposition Measure Local Transportation Tax Facilities Forfeiture A C R Article 3 ASSETS Pooled cash and invesments $ 1,548,562 $ 31,581 $ 1,242,965 $ 1,332,220 $ 3,840,716 $ 1,130,243 $ - Receivables: Accounts Interest Notes and loans - - - - - - - 6,072 - 5,206 4,655 16,268 2,981 - - - - - - - - Due from other governments - - - - - - Advance to other governments - - - - - - Total assets $ 1,554,634 $ $ 41,537 $ 31,581 $ 1,248,171 $ - $ 7,202 $ 1,336,875 $ 3,856,984 $ $ 70,197 $ 1,133,224 114,091 $ 114,091 $ 100,292 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable - - Deferred revenue - - - - - - - Due to other funds - - - - - - 13,975 41,537 - 7,202 - 70,197 - 114,267 Total liabilities Fund balances: Restricted 1,513,097 Assigned Total fund balances Total liabilities and fund balances 31,581 1,513,097 $ 1,554,634 - 31,581 $ 31,581 1,336,875 1,240,969 - 1,240,969 $ 1,248,171 120 3,786,787 1,336,875 $ 1,336,875 1,133,224 3,786,787 $ 3,856,984 (176) - - 1,133,224 $ 1,133,224 (176) $ 114,091 City of Redondo Beach Combining Balance Sheet Non-Major Governmental Funds, Continued June 30, 2013 Special Revenue Street Landscaping Community Quality Air Storm Drain and Lighting Development Disaster Housing Subdivision Improvement Improvement District Block Grant Recovery Authority Park Trust ASSETS Pooled cash and invesments $ 35,190 $ 346,829 $ 142,415 $ - $ - $ 1,267,381 $ 493,471 Receivables: Accounts - - 241 - - - - Interest 559 - - - - - - Notes and loans - - - 476,563 - - - 21,165 - 55,274 5,064 - - - - - - - - - - Due from other governments Advance to other governments Total assets $ 56,914 $ $ 2,172 $ 346,829 $ 197,930 $ $ 203,889 $ 481,627 $ - $ 1,267,381 $ 493,471 150,285 $ - $ 2,327 $ 122,879 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable - Deferred revenue - - - 476,566 - Due to other funds - - - 52,291 3,644 191,077 2,172 - 679,142 3,644 193,404 122,879 (197,515) (3,644) 1,073,977 370,592 Total liabilities 203,889 - - Fund balances: Restricted 54,742 Assigned - Total fund balances Total liabilities and fund balances 346,829 54,742 $ 56,914 (5,959) - - 346,829 $ 346,829 - (5,959) $ 121 197,930 - (197,515) $ 481,627 - (3,644) $ - - 1,073,977 $ 1,267,381 370,592 $ 493,471 City of Redondo Beach Combining Balance Sheet Non-Major Governmental Funds, Continued June 30, 2013 Special Revenue Capital Projects Debt Service Pier Parking Capital Total Low-Mod Income Parking Structure Improvement Non-Major Housing Asset Authority Rehabilitation Projects Funds ASSETS Pooled cash and invesments $ - $ 5,678 $ 823 $ 5,108,849 $ 16,526,923 Receivables: Accounts - Interest - Notes and loans - 3,883,499 Due from other governments 535,731 Total assets $ 4,419,230 120,963 4 - - Advance to other governments 17 - 121,204 - 35,762 - 4,360,062 - - - 195,594 - - - 535,731 $ 5,695 $ 827 $ 5,229,812 $ $ - $ - $ 240,404 $ 21,775,276 LIABILITIES AND FUND BALANCES Liabilities: Accounts payable $ - 941,184 Deferred revenue 958,622 - - - 1,435,188 Due to other funds 13,830 - - - 274,817 972,452 - - Total liabilities 240,404 2,651,189 827 1,876,229 16,010,908 - 3,113,179 3,113,179 827 4,989,408 19,124,087 Fund balances: Restricted 3,446,778 Assigned Total fund balances Total liabilities and fund balances 5,695 - - 3,446,778 $ 4,419,230 5,695 $ 5,695 122 $ 827 $ 5,229,812 $ 21,775,276 City of Redondo Beach Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Non-Major Governmental Funds For the year ended June 30, 2013 Special Revenue State Parks and Narcotic Gas Recreation Seizure / Proposition Proposition Measure Local Transportation Tax Facilities Forfeiture A C R Article 3 REVENUES: Use of money and property $ Intergovernmental 6,266 $ 1,396,982 - $ - 5,430 $ - 3,735 $ 1,052,390 17,350 $ 874,446 9,215 $ 653,912 114,091 Charges for services - 16,000 - - - - - Fines and forfeitures - - 43,008 - - - - Miscellaneous 548 - - - - - - 16,000 48,438 - 99,881 - - - - - - - - - - - - - - 28,393 - - (1,535) 11,253 - 966,495 18,981 114,091 (1,535) 111,134 - 994,888 18,981 114,091 17,535 (62,696) (103,092) 644,146 - 1,403,796 Total revenues 1,056,125 891,796 663,127 114,091 EXPENDITURES: Current: Public safety - Public works 1,169,478 Housing and community development Capital outlay 1,169,478 Total expenditures - EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 234,318 1,056,125 OTHER FINANCING SOURCES (USES): Transfers in - - - - 26,527 - Transfers out - - - (1,284,698) - - - - - - (1,284,698) - 26,527 - 234,318 17,535 (62,696) 670,673 - 1,278,779 14,046 Total other financing sources (uses) Net change in fund balances - (228,573) (103,092) Fund Balances: Beginning of year End of year $ 1,513,097 $ 31,581 1,303,665 $ 1,240,969 123 1,565,448 $ 1,336,875 3,889,879 $ 3,786,787 462,551 $ 1,133,224 (176) $ (176) City of Redondo Beach Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Non-Major Governmental Funds, Continued For the year ended June 30, 2013 Special Revenue Street Landscaping Community Quality Air Storm Drain and Lighting Development Disaster Housing Subdivision Improvement Improvement District Block Grant Recovery Authority Park Trust REVENUES: Use of money and property $ Intergovernmental 1,456 $ - $ - $ $ 150,466 - $ $ 5,934,309 - Charges for services 80,832 60,960 Fines and forfeitures - - Miscellaneous - - 82,288 60,960 Public safety - - Public works - - 58,520 - - 130,718 - 162,394 12,186 - 141,171 - 220,914 12,186 2,626,064 271,889 17,195 (138,626) 48,774 (1,077,785) (121,423) (55,979) 39,000 (35,279) 1,076,710 - - - - - - - - - - - - 39,000 (35,279) 1,540,164 - 538 - Total revenues - - - - - 2,120 - - - - - - 8,115 - (40,904) - 93,091 1,548,279 150,466 (38,784) - 5,934,847 93,091 EXPENDITURES: Current: Housing and community development Capital outlay Total expenditures 2,626,064 - 17,195 - - - - - 5,895,847 5,410 - 122,960 5,895,847 128,370 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES OTHER FINANCING SOURCES (USES): Transfers in - - Transfers out - - - - Total other financing sources (uses) Net change in fund balances 1,076,710 (138,626) 48,774 (1,075) (121,423) (55,979) 193,368 298,055 (4,884) (76,092) 52,335 Fund Balances: Beginning of year End of year $ 54,742 $ 346,829 $ (5,959) 124 $ (197,515) $ (3,644) 1,034,977 $ 1,073,977 405,871 $ 370,592 City of Redondo Beach Combining Statement of Revenues, Expenditures, and Changes in Fund Balances Non-Major Governmental Funds, Continued For the year ended June 30, 2013 Special Revenue Capital Projects Debt Service Pier Parking Capital Total Low-Mod Income Parking Structure Improvement Non-Major Housing Asset Authority Rehabilitation Projects Funds REVENUES: Use of money and property $ Intergovernmental (2,145) $ - 16 $ - 5 $ - - $ - 41,866 10,176,596 Charges for services - - - Fines and forfeitures - - - - 43,008 14,958 - - 7,500 83,308 552,857 12,590,211 Miscellaneous 12,813 Total revenues 16 545,357 5 2,245,433 EXPENDITURES: Current: Public safety - - - Public works - - - Housing and community development Capital outlay Total expenditures - 117,076 111,496 3,907,038 - - - - - - 1,862,152 - 3,410,148 6,118,888 - - - 1,973,648 13,553,150 EXCESS (DEFICIENCY) OF REVENUES OVER (UNDER) EXPENDITURES 12,813 16 5 (1,420,791) (962,939) OTHER FINANCING SOURCES (USES): Transfers in - - - Transfers out - - - (1,209,382) (2,494,080) - - - (369,382) (550,843) (1,790,173) (1,513,782) 6,779,581 20,637,869 Total other financing sources (uses) Net change in fund balances 840,000 12,813 16 5 3,433,965 5,679 822 1,943,237 Fund Balances: Beginning of year End of year $ 3,446,778 $ 5,695 125 $ 827 $ 4,989,408 $ 19,124,087 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual State Gas Tax Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Use of money and property Intergovernmental Miscellaneous Amount available for appropriation Final 1,278,779 $ 1,278,779 $ Actual Positive Amounts (Negative) 1,278,779 $ - 2,500 2,500 6,266 1,757,871 1,757,871 1,396,982 (360,889) 3,766 4,000 4,000 548 (3,452) 3,043,150 3,043,150 2,682,575 (360,575) 1,422,423 1,535,192 1,169,478 365,714 1,422,423 1,535,192 1,169,478 365,714 CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Public works Total charges to appropriations FUND BALANCE - ENDING $ 126 1,620,727 $ 1,507,958 $ 1,513,097 $ 5,139 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Parks and Recreation Facilities Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Final 14,046 Charges for services Amount available for appropriation $ 14,046 $ Actual Positive Amounts (Negative) 14,046 $ - 15,000 15,000 16,000 1,000 29,046 29,046 30,046 1,000 - 1,200 (1,535) 2,735 - 1,200 (1,535) 2,735 CHARGES TO APPROPRIATIONS (OUTFLOWS): Capital Outlay Total charges to appropriations FUND BALANCE - ENDING $ 29,046 127 $ 27,846 $ 31,581 $ 3,735 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Narcotic Seizure/Forfeiture Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Final 1,303,665 Use of money and property Fines and forfeitures Amount available for appropriation $ 1,303,665 $ Actual Positive Amounts (Negative) 1,303,665 $ - 3,400 3,400 5,430 2,030 103,000 41,000 43,008 2,008 1,410,065 1,348,065 1,352,103 4,038 CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Public safety Capital outlay Total charges to appropriations FUND BALANCE - ENDING $ 64,890 269,820 99,881 169,939 129,542 160,709 11,253 149,456 194,432 430,529 111,134 319,395 1,215,633 128 $ 917,536 $ 1,240,969 $ 323,433 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Proposition A Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Use of money and property Intergovernmental Amount available for appropriation Final 1,565,448 $ 1,565,448 $ Actual Positive Amounts (Negative) 1,565,448 $ - 11,100 11,100 3,735 974,895 974,895 1,052,390 77,495 (7,365) 2,551,443 2,551,443 2,621,573 70,130 1,262,243 1,262,243 1,284,698 (22,455) 1,262,243 1,262,243 1,284,698 (22,455) CHARGES TO APPROPRIATIONS (OUTFLOWS): Transfers out Total charges to appropriations FUND BALANCE - ENDING $ 129 1,289,200 $ 1,289,200 $ 1,336,875 $ 47,675 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Proposition C Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Final 3,889,879 Use of money and property Intergovernmental Amount available for appropriation $ 3,889,879 $ Actual Positive Amounts (Negative) 3,889,879 $ - 17,100 17,100 17,350 250 808,649 808,649 874,446 65,797 4,715,628 4,715,628 4,781,675 66,047 CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Housing and community development Capital outlay Total charges to appropriations FUND BALANCE - ENDING $ 1,640 1,764 28,393 510,000 4,453,967 966,495 3,487,472 511,640 4,455,731 994,888 3,460,843 4,203,988 130 $ 259,897 $ 3,786,787 (26,629) $ 3,526,890 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Measure R Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Final 462,551 Use of money and property $ - Intergovernmental Positive Amounts (Negative) 462,551 $ 9,215 1,106,032 - Amount available for appropriation $ - 560,000 Transfer in 462,551 Actual - 9,215 653,912 (452,120) 26,527 26,527 1,022,551 1,568,583 1,152,205 (416,378) 560,000 1,106,032 18,981 1,087,051 560,000 1,106,032 18,981 1,087,051 CHARGES TO APPROPRIATIONS (OUTFLOWS): Capital outlay Total charges to appropriations FUND BALANCE - ENDING $ 462,551 131 $ 462,551 $ 1,133,224 $ 670,673 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Local Transportation Article 3 Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE (DEFICIT) - BEGINNING $ Final (176) Intergovernmental Amount available for appropriation $ (176) $ Actual Positive Amounts (Negative) (176) $ - 90,859 90,859 114,091 23,232 90,683 90,683 113,915 23,232 80,000 114,091 114,091 - 80,000 114,091 114,091 - CHARGES TO APPROPRIATIONS (OUTFLOWS): Capital outlay Total charges to appropriations FUND BALANCE (DEFICIT) - ENDING $ 10,683 132 $ (23,408) $ (176) $ 23,232 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Air Quality Improvement Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Final 193,368 Use of money and property Charges for services Amount available for appropriation $ 193,368 $ Actual Positive Amounts (Negative) 193,368 $ - 800 800 1,456 656 78,000 78,000 80,832 2,832 272,168 272,168 275,656 3,488 8,246 CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Housing and community development Capital outlay Total charges to appropriations FUND BALANCE - ENDING $ 65,314 66,766 58,520 - 162,394 162,394 - 65,314 229,160 220,914 8,246 206,854 133 $ 43,008 $ 54,742 $ 11,734 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Storm Drain Improvement Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Final 298,055 Charges for services Amount available for appropriation $ 298,055 $ Actual Positive Amounts (Negative) 298,055 $ - 35,000 35,000 60,960 25,960 333,055 333,055 359,015 25,960 30,000 292,936 12,186 280,750 30,000 292,936 12,186 280,750 CHARGES TO APPROPRIATIONS (OUTFLOWS): Capital outlay Total charges to appropriations FUND BALANCE - ENDING $ 303,055 134 $ 40,119 $ 346,829 $ 306,710 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Street Landscaping and Lighting District Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE (DEFICIT) - BEGINNING $ Final (4,884) Charges for services Miscellaneous Transfers in Amount available for appropriation $ (4,884) $ Actual Positive Amounts (Negative) (4,884) $ - 1,564,500 1,564,500 1,540,164 (24,336) 35,000 109,000 8,115 (100,885) 957,649 957,649 1,076,710 2,552,265 2,626,265 2,620,105 119,061 (6,160) CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Public works Total charges to appropriations FUND BALANCE (DEFICIT) - ENDING $ 2,557,149 2,635,008 2,626,064 8,944 2,557,149 2,635,008 2,626,064 8,944 (4,884) 135 $ (8,743) $ (5,959) $ 2,784 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Community Development Block Grant Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE (DEFICIT) - BEGINNING $ (76,092) Intergovernmental Amount available for appropriation Final $ (76,092) $ Actual Positive Amounts (Negative) (76,092) $ - 266,341 439,606 150,466 (289,140) 190,249 363,514 74,374 (289,140) 143,219 145,864 130,718 15,146 CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Housing and community development Capital outlay Total charges to appropriations FUND BALANCE (DEFICIT) - ENDING $ 130,430 351,050 141,171 209,879 273,649 496,914 271,889 225,025 (83,400) 136 $ (133,400) $ (197,515) $ (64,115) CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Disaster Recovery Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Final 52,335 Charges for services Miscellaneous Amount available for appropriation $ 52,335 $ Actual Positive Amounts (Negative) 52,335 $ - 1,200 1,920 2,120 20,000 - (40,904) (40,904) 200 73,535 54,255 13,551 (40,704) CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Public Safety Total charges to appropriations FUND BALANCE (DEFICIT) - ENDING $ 17,060 17,060 17,195 (135) 17,060 17,060 17,195 (135) 56,475 137 $ 37,195 $ (3,644) $ (40,839) CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Housing Authority Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Use of money and property Final 1,034,977 $ - Intergovernmental Amount available for appropriation 1,034,977 $ - Actual Positive Amounts (Negative) 1,034,977 $ 538 538 6,088,509 6,088,509 5,934,309 (154,200) 7,123,486 7,123,486 6,969,824 (153,662) CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Housing and community development Total charges to appropriations FUND BALANCE - ENDING $ 138 6,065,130 6,065,130 5,895,847 169,283 6,065,130 6,065,130 5,895,847 169,283 1,058,356 $ 1,058,356 $ 1,073,977 $ 15,621 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Subdivision Park Trust Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Miscellaneous Amount available for appropriation Final 405,871 $ 405,871 $ Actual Positive Amounts (Negative) 405,871 $ - 150,000 150,000 93,091 (56,909) 555,871 555,871 498,962 (56,909) CHARGES TO APPROPRIATIONS (OUTFLOWS): Current: Housing and community development - Capital outlay Total charges to appropriations FUND BALANCE - ENDING $ - 5,410 (5,410) 164,000 342,161 122,960 219,201 164,000 342,161 128,370 213,791 391,871 139 $ 213,710 $ 370,592 $ 156,882 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Low-Mod Income Housing Asset Special Revenue Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original $ Final 3,433,965 $ 3,433,965 $ Actual Positive Amounts (Negative) 3,433,965 $ - FUND BALANCE - BEGINNING Use of money and property - - (2,145) (2,145) Miscellaneous - - 14,958 14,958 3,446,778 12,813 Amount available for appropriation FUND BALANCE - ENDING 3,433,965 $ 3,433,965 140 3,433,965 $ 3,433,965 $ 3,446,778 $ 12,813 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Parking Authority Debt Service Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ 5,679 Use of money and property Amount available for appropriation FUND BALANCE - ENDING Final $ 5,679 - - 5,679 5,679 5,679 141 $ $ 5,679 $ $ Actual Positive Amounts (Negative) 5,679 $ - 16 16 5,695 16 5,695 $ 16 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Pier Parking Structure Rehabilitation Capital Projects Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ 822 Use of money and property Amount available for appropriation FUND BALANCE - ENDING Final $ 822 - - 822 822 822 142 $ $ 822 $ $ Actual Positive Amounts (Negative) 822 $ - 5 5 827 5 827 $ 5 CITY OF REDONDO BEACH Schedule of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual Capital Improvement Projects Capital Projects Fund For the year ended June 30, 2013 Variance with Final Budget Budget Amounts Original FUND BALANCE - BEGINNING $ Charges for services Final 6,779,581 $ 394,150 Miscellaneous Transfers in Amount available for appropriation 6,779,581 $ 394,150 Actual Positive Amounts (Negative) 6,779,581 $ 545,357 151,207 34,000 34,000 7,500 - 800,000 840,000 40,000 8,007,731 8,172,438 164,707 7,207,731 (26,500) CHARGES TO APPROPRIATIONS (OUTFLOWS): Current Public works Capital outlay Transfers out 123,549 123,736 111,496 12,240 1,857,000 5,752,308 1,862,152 3,890,156 456,175 456,175 1,209,382 2,436,724 6,332,219 3,183,030 (753,207) Total charges to appropriations FUND BALANCE - ENDING $ 143 4,771,007 $ 1,675,512 $ 4,989,408 3,149,189 $ 3,313,896 INTERNAL SERVICE FUNDS Vehicle Replacement Fund - To account for the cost of maintaining and replacing City vehicles. Such costs are billed to City departments at a rate that which provides the future acquisition and operating costs of City vehicles. Building Occupancy Fund - To account for the cost of maintaining and improving City buildings. Such costs are billed to City departments at a rate which provides for the annual maintenance and improvement costs. Information Technology Fund - To account for the cost of maintaining and replacing City computer and telecommunications equipment. Such costs are billed to City departments at a rate which provides for the annual maintenance and replacement costs. Self-Insurance Program Fund - To account for the costs of providing liability, workers' compensation and unemployment insurance to all City departments. Such costs are billed to City departments at a rate which provides for the annual insurance costs. Printing and Graphics Fund - To account for the costs of providing printing and graphics services to all City departments. Such costs are billed to City departments at a rate which provides for the annual printing costs. Printing and Graphic Fund was closed out at June 30, 2013 and transferred remaining balance to Information Technology Fund. Emergency Communications Fund - To account for the cost of maintaining and replacing various City communication equipment, primarily for Public Safety. Such costs are billed to the City's designated departments at a rate that provides for the annual maintenance and replacement costs. Major Facilities Repair Fund - To account for monies received from user departments within the City for major facilities repair costs. 144 CITY OF REDONDO BEACH Combining Statement of Net Position All Internal Service Funds June 30, 2013 Vehicle Replacement Building Occupancy Information Technology Self-Insurance Program Printing and Graphics Emergency Communications Major Facilities Repair 576,373 - $ 13,446,975 1,033 - $ $ $ 576,373 13,448,008 Total ASSETS Current assets: Cash and cash equivalents Accounts receivable Prepaid costs $ Total current assets Noncurrent assets: Capital assets - net of accumulated depreciation Total noncurrent assets Total assets 5,935,189 13,688 - $ - $ 5,948,877 - 2,923,207 12,803 1,476,119 2,923,207 12,803 1,476,119 8,872,084 12,803 2,052,492 13,448,008 219,058 1,281 - 210,023 3,245 20,993 - 385,963 6,108 439,198 220,339 234,261 18,136 - - 931,384 86 439,620 - $ 439,620 21,329,541 14,721 86 - 931,470 21,344,348 - - 366,458 - - 366,458 - 1,297,928 486,615 920 802,585 - - 12,366 6,859 - - 1,314,025 18,413 20,993 802,585 439,198 831,269 1,290,120 - 19,225 - 2,595,214 45,948 - 86,480 444,894 13,037 15,524,709 - - 97,112 - - 260,713 15,524,709 444,894 18,136 45,948 531,374 15,537,746 - 97,112 - 16,230,316 238,475 280,209 1,362,643 16,827,866 - 116,337 - 18,825,530 (3,379,858) - 366,458 815,133 - 4,778,587 - 4,778,587 439,620 26,122,935 LIABILITIES Current liabilities: Accounts payable Accrued compensated absences Due to other funds Accrued claims and judgments Bonds, notes, and capital leases Total current liabilities Noncurrent liabilities: Accrued compensated absences Accrued claims and judgments Bonds, notes, and capital leases Total noncurrent liabilities Total liabilities NET POSITION Net investment in capital assets Unrestricted Total net position 2,923,207 5,710,402 $ 8,633,609 12,803 (280,209) $ (267,406) 592,027 97,822 $ 689,849 145 $ (3,379,858) $ - $ 1,181,591 439,620 $ 439,620 3,894,495 3,402,910 $ 7,297,405 CITY OF REDONDO BEACH Combining Statement of Revenues, Expenditures and Change in Net Position All Internal Service Funds For the year ended June 30, 2013 Vehicle Replacement Building Occupancy Information Technology Self-Insurance Program Printing and Graphics Emergency Communications Major Facilities Repair $ $ $ $ Total OPERATING REVENUES: Sales and service charges Miscellaneous $ Total operating revenues OPERATING EXPENSES: Administrative and general expenses Personnel services Contractual services Depreciation Total operating expenses OPERATING INCOME (LOSS) 2,951,629 78,919 $ Total nonoperating revenues (expenses) INCOME (LOSS) BEFORE TRANSFERS 5,093,360 - - 2,588,681 - 113,987 - $ 5,093,360 - 2,588,681 209,061 1,176,380 194,022 603,699 1,142,179 939,464 413,345 2,280 692,069 717,360 881,307 78,775 685,173 531,122 5,484,018 - 230 - 207,604 1,960,183 509,245 71,271 - 2,936,316 5,324,509 7,481,937 756,025 2,183,162 2,497,268 2,369,511 6,700,313 230 2,748,303 - 16,498,787 (1,606,953) (230) (270,461) (51,081) 113,987 15,289,813 82,000 2,318,430 (159,622) 15,371,813 113,987 (1,126,974) 35,811 - - - - - - 35,811 35,811 - - - - - - 35,811 (270,461) - Change in net position 2,315,349 3,081 2,226,807 883,197 Transfers in Transfers out $ 3,030,548 847,386 NONOPERATING REVENUES AND EXPENSES: Gain on sale of capital assets 2,226,807 - - 883,197 (270,461) (51,081) (1,606,953) (230) 126,313 (7,926) 312,607 (301,500) 7,926 (126,313) (1,595,846) (118,617) 67,306 (159,622) 113,987 - (1,091,163) - (159,622) 446,846 (435,739) 113,987 (1,080,056) NET POSITION Beginning of year End of year 3,055 7,750,412 $ 8,633,609 $ (267,406) $ 622,543 (1,784,012) 689,849 $ (3,379,858) 146 118,617 $ - 1,341,213 $ 1,181,591 325,633 $ 439,620 8,377,461 $ 7,297,405 CITY OF REDONDO BEACH Combining Statement of Cash Flows All Internal Serivce Funds For the year ended June 30, 2013 Vehicle Replacement Building Occupancy Information Technology Self-Insurance Program Printing and Graphics Emergency Communications Major Facilities Repair Total CASH FLOWS FROM OPERATING ACTIVITIES: Cash received from customers and users Cash payments to suppliers for goods and services Cash payments to employees for services $ 3,033,167 (389,585) (1,175,854) $ 1,467,728 Net cash provided (used) by operating activities 2,226,807 (1,486,517) (954,254) $ 2,320,146 (1,240,498) (719,701) (213,964) $ 5,092,329 (4,636,518) (536,458) $ (685) - 359,947 (80,647) (685) $ 2,588,595 (724,837) (1,934,140) $ (70,382) 113,987 - $ 113,987 15,375,031 (8,478,640) (5,320,407) 1,575,984 CASH FLOWS FROM NONCAPITAL FINANCING ACTIVITIES: Transfers in Transfers out Net cash provided (used) by noncapital financing activities - - 126,313 (7,926) 312,607 (301,500) 7,926 (126,313) - - 446,846 (435,739) - - 118,387 11,107 (118,387) - - 11,107 (606,380) 35,811 - (530,466) 474,473 (450,560) - - - - - (1,136,846) 474,473 (450,560) 35,811 (570,569) - (506,553) - - - - (1,077,122) (28,219) (69,540) CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Acquisition and construction of capital assets Proceeds from new capital leases Principal paid on capital debt Proceeds from sales of capital assets Net cash used by capital and related financing activities 897,159 Net increase (decrease) in cash and cash equivalents (213,964) (119,072) (70,382) 113,987 509,969 CASH AND CASH EQUIVALENTS: Beginning of year End of year 5,038,030 $ 5,935,189 213,964 $ 897,159 - 604,592 $ 576,373 (213,964) 13,516,515 $ (28,219) 13,446,975 119,072 $ (69,540) - 1,001,766 $ (119,072) 931,384 325,633 $ (70,382) 439,620 20,819,572 $ 21,329,541 $ (1,126,974) 113,987 RECONCILIATION OF OPERATING INCOME (LOSS) 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: Depreciation expense Changes in operating assets and liabilities: (Increase) decrease in accounts receivable (Increase) decrease in prepaid expenses Increase (decrease) in accounts payable Increase (decrease) in accrued liabilities Increase (decrease) in compensated absences $ $ $ (270,461) $ (51,081) 603,699 2,280 78,775 2,619 13,498 526 69,006 (14,789) 1,716 332,878 (2,341) 620,342 Total adjustments Net cash provided (used) by operating activities 847,386 1,467,728 56,497 $ (213,964) $ 359,947 147 $ - (80,647) $ 230 (685) - 1,526,306 $ (230) - (1,033) 2 34,200 1,498,473 (5,336) 411,028 $ (1,606,953) (455) $ (685) (159,622) $ 71,271 - 756,025 (86) (7,988) 26,043 - 1,586 1,862 440,909 1,498,473 4,103 89,240 $ 113,987 (70,382) $ 113,987 2,702,958 $ 1,575,984 FIDUCIARY FUNDS AGENCY FUNDS The agency funds are used to account for assets held by the City as an agent. Agency funds include the following: Deposits Fund - To account for monies received and disbursed by the City in its capacity as an agent, including refundable deposits and payroll. Assessment District 92-1 Fund - To account for monies held for debt service transactions of the Manhattan Beach Boulevard Assessment District (District 92-1) Bonds for which the City is not obligated. 148 City of Redondo Beach Combining Statement of Fiduciary Net Position Agency Funds June 30, 2013 Assessment District 92-1 Deposits Total Agency Funds ASSETS: Pooled cash and investments Receivables: Accounts Interest $ 519,094 $ 5,469 502 Total Assets 178,012 $ - $ 525,065 $ $ 323,043 $ 178,012 697,106 5,469 502 $ 703,077 $ 323,043 LIABILITIES: Accounts payable Deposits payable 202,022 Total Liabilities $ 149 525,065 178,012 $ 178,012 380,034 $ 703,077 City of Redondo Beach Combining Statement of Changes in Fiduciary Net Position Agency Funds For the year ended June 30, 2013 Balance at June 30, 2012 Additions Balance at June 30, 2013 Deletions Deposits ASSETS: Pooled cash and investments Receivables: Accounts Interest Prepaid Expense Total Assets $ 132,036 $ 19,213 579 825,390 $ 4,517,711 $ 535,505 502 - 977,218 $ Accounts payable 77,373 $ Deposits payable 899,845 (4,130,653) $ (549,249) (579) (825,390) 5,053,718 $ 3,094,076 $ 519,094 5,469 502 - (5,505,871) $ (2,848,406) $ 525,065 LIABILITIES: Total Liabilities 4,044,049 7,138,125 (4,741,872) $ 977,218 $ $ $ 178,012 $ - $ $ 178,012 $ - $ 178,012 $ $ 178,012 $ (7,590,278) 323,043 202,022 $ 525,065 - $ 178,012 $ - $ 178,012 - $ - - $ - Assessment District 92-1 ASSETS: Pooled cash and investments Total Assets LIABILITIES: Deposits payable Total Liabilities 150 178,012 $ 178,012 City of Redondo Beach Combining Statement of Changes in Fiduciary Net Position Agency Funds For the year ended June 30, 2013 Balance at June 30, 2012 Additions Balance at June 30, 2013 Deletions Total - All Agency Funds ASSETS: Pooled cash and investments Receivables: Accounts Interest Prepaid Expense Total Assets $ 310,048 $ 19,213 579 825,390 4,517,711 $ 535,505 502 - (4,130,653) $ (549,249) (579) (825,390) 697,106 5,469 502 - $ 1,155,230 $ 5,053,718 $ (5,505,871) $ 703,077 $ 77,373 $ 3,094,076 $ (2,848,406) $ 323,043 LIABILITIES: Accounts payable Deposits payable Total Liabilities 1,077,857 $ 1,155,230 151 4,044,049 $ 7,138,125 (4,741,872) $ (7,590,278) 380,034 $ 703,077 Honorable Mayor and Members of the City Council of the City of Redondo Beach Redondo Beach, California Page 2 A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity’s financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free of material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grants, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly we do not express such an opinion. The results of our tests disclosed no instance of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. Accordingly, this communication is not suitable for any other purpose. December 13, 2013 153 Overview of the Five Categories Presented in the City's Statistical Section Contents Page Financial Trends Presented are schedules containing trend information to assist in the reader's understanding of how the City's financial performance has changed over time. 155 Revenue Capacity Presented are schedules to assist the reader's assessment of the factors affecting the City's ability to generate revenue through property taxes. 161 Debt Capacity Presented are schedules to assist the reader's understanding of the City's current level of outstanding debt and it's ability to issue additional debt in the future. 165 Demographic and Economic Information Presented are schedules to assist the reader's understanding of the socioeconomic environment within which the City operates and to help make comparisons over time and with other governments. 169 Operating & Other Information Presented are schedules to assist the reader's understanding of how the City's financial information relates to the services provided by the City and the activities it performs. 154 171 City of Redondo Beach Net Position by Component Last Ten Fiscal Years (accrual basis of accounting) 2004 Governmental Activities: Invested in capital assets, net of related debt Restricted Unrestricted Total governmental activities net position $ 131,553,186 18,585,387 (3,642,292) 146,496,281 2005 $ 131,738,853 32,636,751 (22,641,897) 141,733,707 2006 $ 131,382,820 29,022,856 (15,492,009) 144,913,667 Fiscal Year 2008 2007 $ 135,153,851 34,504,525 (16,364,199) 153,294,177 $ 134,543,764 34,884,364 (14,805,067) 154,623,061 $ 2009 135,170,376 17,828,013 876,969 153,875,358 2010 $ 137,743,367 16,803,437 (766,752) 153,780,052 2011 $ 140,306,635 29,890,049 (12,443,192) 157,753,492 2012 $ 143,049,830 17,861,803 21,623,137 182,534,770 2013 $ 142,096,683 17,703,725 24,173,012 183,973,420 Business-type activities: Invested in capital assets, net of related debt Restricted Unrestricted Total business-type activities net position 25,572,316 30,464,219 56,036,535 39,409,701 19,380,216 58,789,917 39,151,202 20,013,129 59,164,331 38,139,435 22,770,297 60,909,732 36,923,208 25,271,647 62,194,855 35,414,035 25,564,850 60,978,885 35,985,952 25,550,889 61,536,841 34,790,325 27,481,003 62,271,328 34,957,595 24,616,381 59,573,976 38,936,171 28,210,687 67,146,858 Primary government: Invested in capital assets, net of related debt Restricted Unrestricted Total primary government net position 157,125,502 18,585,387 26,821,927 202,532,816 171,148,554 32,636,751 (3,261,681) 200,523,624 170,534,022 29,022,856 4,521,120 204,077,998 173,293,286 34,504,525 6,406,098 214,203,909 171,466,972 34,884,364 10,466,580 216,817,916 170,584,411 17,828,013 26,441,819 214,854,243 173,729,319 16,803,437 24,784,137 215,316,893 175,096,960 29,890,049 15,037,811 220,024,820 178,007,425 17,861,803 46,239,518 242,108,746 181,032,854 17,703,725 52,383,699 251,120,278 $ $ $ $ Source: City of Redondo Beach Comprehensive Annual Financial Report, Government-Wide Financial Statements 155 $ $ $ $ $ $ City of Redondo Beach Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) 2004 Expenses Government activities: General government Public Safety Housing and community development Cultural and leisure services Public works Interest on long-term debt AB 1484 demand payment Total governmental activities expenses Business-type activities: Harbor Tidelands Harbor Uplands Solid Waste Transit Wastewater Total business-type activities expenses Total primary government expenses $ 8,182,895 28,889,848 11,746,765 7,673,578 14,478,369 1,377,259 72,348,714 2005 $ 10,427,561 32,490,257 11,797,139 8,204,892 14,212,509 1,956,707 79,089,065 2006 $ 10,638,910 35,772,948 11,749,944 8,812,584 12,936,637 2,122,317 82,033,340 2007 $ 10,019,467 38,269,521 12,194,088 9,499,827 14,986,259 1,696,368 86,665,530 $ Fiscal Year 2008 2009 10,234,450 40,835,961 14,063,015 10,143,340 13,601,505 2,419,799 91,298,070 9,234,672 42,293,976 17,696,101 7,586,649 12,538,423 1,747,427 91,097,248 $ 2010 $ 7,618,055 40,737,832 16,227,602 6,543,884 17,930,811 1,077,588 90,135,772 2011 $ 7,951,800 41,849,863 13,159,622 7,002,619 12,381,276 1,014,572 83,359,752 2012 $ 8,560,957 43,020,839 13,822,831 7,389,274 10,589,076 637,624 9,914,969 93,935,570 2013 $ 11,974,780 43,141,036 10,085,882 10,933,176 11,588,895 266,651 87,990,420 4,474,733 4,682,845 2,901,712 886,466 12,945,756 85,294,470 5,142,991 4,071,680 3,001,525 1,350,156 13,566,352 92,655,417 4,447,965 4,466,239 3,225,121 2,686,646 14,825,971 96,859,311 4,902,841 4,503,160 3,493,852 2,122,793 15,022,646 101,688,176 5,075,571 5,416,019 3,129,337 1,853,206 15,474,133 106,772,203 5,360,523 5,288,345 3,228,498 2,092,245 15,969,611 107,066,859 5,372,721 4,441,227 3,364,549 2,207,319 15,385,816 105,521,588 5,415,810 4,571,399 3,574,516 3,102,333 2,476,972 19,141,030 102,500,782 7,689,071 3,952,061 3,431,017 3,113,076 3,196,442 21,381,667 115,317,237 4,998,098 3,657,127 3,610,925 3,288,696 1,880,835 17,435,681 105,426,101 176,191 1,226,777 5,233,846 1,462,232 1,746,110 13,548,374 507,063 23,900,593 218,476 1,357,045 5,091,922 1,743,838 1,866,308 14,385,755 715,672 25,379,016 4,732,359 1,353,696 5,425,840 1,864,303 1,879,095 11,403,631 2,856,548 29,515,472 6,434,951 1,290,081 4,989,531 1,842,631 1,771,922 12,366,720 4,916,505 33,612,341 6,337,391 1,437,688 5,186,896 1,747,849 1,733,379 14,480,137 4,863,545 35,786,885 4,798,599 2,669,185 4,056,523 1,219,916 4,518,076 9,137,687 3,486,113 29,886,099 6,804,342 2,097,003 4,556,546 1,211,155 1,923,289 8,715,661 6,605,139 31,913,135 6,941,477 4,133,005 2,613,104 1,553,477 1,834,052 8,928,050 6,976,620 32,979,785 10,416,465 4,448,833 1,743,286 1,615,347 2,127,381 8,590,969 4,582,744 33,525,025 11,315,431 4,466,605 2,246,976 1,770,757 2,170,823 9,925,853 705,357 32,601,802 Component Units: Program Revenues P R Governmental activities: Charges for Services: General government Public Safety Housing and community development Cultural and leisure services Public works Operating grants and contributions Capital grants and contributions Total governmental activities program revenues 156 City of Redondo Beach Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) 2004 2005 2006 2007 Fiscal Year 2008 2009 4,938,355 3,554,528 2,464,184 236,675 36,362 11,230,104 35,130,697 4,976,742 3,526,424 2,462,684 2,487,868 49,717 13,503,435 38,882,451 4,797,346 3,858,007 3,184,481 2,135,108 73,035 14,047,977 43,563,449 5,067,315 4,103,636 3,481,133 1,842,479 68,841 14,563,404 48,175,745 6,084,834 4,400,815 2,845,736 1,739,468 70,150 15,141,003 50,927,888 5,270,090 4,038,226 2,992,476 2,293,090 162,512 14,756,394 44,642,493 5,408,349 3,935,048 3,356,843 2,437,816 17,769 15,155,825 47,068,960 5,475,085 3,672,769 3,454,839 519,082 2,444,086 1,231,111 16,796,972 49,776,757 5,290,706 4,009,954 3,312,471 676,020 2,575,279 1,395,363 17,259,793 50,784,818 5,572,625 3,760,715 3,396,353 349,454 3,764,711 1,672,668 2,545,504 21,062,030 53,663,832 (48,448,121) (1,715,652) (50,163,773) (53,710,049) (62,917) (53,772,966) (52,517,868) (777,994) (53,295,862) (53,053,189) (459,242) (53,512,431) (55,511,185) (333,130) (55,844,315) (61,211,149) (1,213,217) (62,424,366) (58,222,637) (229,991) (58,452,628) (50,379,967) (2,344,058) (52,724,025) (60,410,545) (4,121,874) (64,532,419) (55,388,618) 3,626,349 (51,762,269) General Revenues and Other Changes in Net Position Governmental Activities Taxes Property taxes, levied for general purpose Transient occupancy taxes Sales taxes Franchise taxes Business licenses taxes Utility users taxes Other taxes Motor vehicle in lieu Investment earnings Other revenues Gain (loss) on sale of capital assets Transfers Gain (loss) on dissolution of Redevelopment Agency Total governmental activities 18,058,184 2,439,439 8,544,764 1,842,050 1,302,614 6,841,854 2,959,364 1,729,697 1,248,023 (12,125) (5,308,676) 39,645,188 19,524,448 2,648,323 9,408,574 1,761,441 1,323,345 7,184,530 5,653,644 2,595,528 1,980,160 473,040 52,553,033 25,617,618 3,354,138 9,906,235 1,767,452 1,376,117 7,398,984 453,645 3,349,037 1,340,746 54,563,972 27,136,137 3,738,839 10,205,436 1,685,711 1,289,608 7,878,429 429,612 4,687,909 1,626,971 58,678,652 27,311,112 3,933,009 9,635,626 1,807,308 1,385,726 8,018,564 293,685 4,264,527 443,706 34,735 (146,710) 56,981,288 28,612,395 3,485,290 9,329,872 1,970,548 1,293,056 7,848,157 205,403 4,948,736 1,599,388 28,288 1,142,313 60,463,446 29,598,821 3,204,045 7,839,179 1,673,632 1,256,462 8,043,207 11,200 198,745 5,118,217 1,078,427 26,396 79,000 58,127,331 28,320,076 3,267,209 8,902,151 1,816,314 1,240,024 7,667,130 310,907 3,585,902 1,601,333 54,076 (758,345) 56,006,777 28,335,561 3,533,501 9,594,901 1,950,934 1,203,591 7,422,089 33,693 3,371,724 2,831,748 73,574 (1,017,605) 27,858,112 85,191,823 30,728,698 3,693,144 10,228,355 1,796,606 1,018,677 7,711,580 8,703 34,912 1,212,032 1,499,306 35,578 (1,202,508) 56,765,083 Business-type activities: Investment earnings Loss on disposal of capital assets Other revenues Transfers Total business-type activities Total primary government 295,611 760,920 5,308,676 6,365,207 46,010,395 810,422 1,032,553 (473,040) 1,369,935 53,922,968 839,082 204,761 1,043,843 55,607,815 1,439,428 138,877 1,578,305 60,256,957 1,329,922 141,621 146,710 1,618,253 58,599,541 944,480 195,080 (1,142,313) (2,753) 60,460,693 801,184 (16,398) 176,052 (79,000) 881,838 59,009,169 408,915 307,915 758,345 1,475,175 57,481,952 241,958 181,532 1,017,605 1,441,095 86,632,918 69,851 2,674,174 1,202,508 3,946,533 60,711,616 Business-type activities: Charges for services: Harbor Tidelands Harbor Uplands Solid Waste Transit Wastewater 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 Change in Net Position 157 2010 2011 2012 2013 City of Redondo Beach Changes in Net Position Last Ten Fiscal Years (accrual basis of accounting) Governmental activities Business-type activities Totally primary government $ 2004 (8,802,933) 4,649,555 (4,153,378) $ 2005 (1,157,016) 1,307,018 150,002 $ 2006 2,046,104 265,849 2,311,953 $ Source: City of Redondo Beach Comprehensive Annual Financial Report, Government-Wide Financial Statements 158 2007 5,625,463 1,119,063 6,744,526 $ Fiscal Year 2008 1,470,103 1,285,123 2,755,226 $ 2009 (747,703) (1,215,970) (1,963,673) $ 2010 (95,306) 651,847 556,541 $ 2011 5,626,810 (868,883) 4,757,927 $ 2012 24,781,278 (2,680,779) 22,100,499 $ 2013 1,376,465 7,572,882 8,949,347 City of Redondo Beach Fund Balances of Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) 2004 General fund Reserved Unreserved: Designated Undesignated Nonspendable Committed Assigned Unassigned Total general fund All other governmental funds Reserved Unreserved, reported in: Special revenue funds Capital projects funds Debt service funds Designated, reported in: Special revenue funds Capital projects funds Undesignated, reported in: Special revenue funds Capital projects funds Debt service funds Nonspendable Nonspendable, reported in: Special revenue funds Restricted Restricted, reported in: Special revenue funds Debt service funds Committed Assigned Assigned, reported in: Capital projects funds Special revenue funds Unassigned Unassigned, reported in: Special revenue funds Capital projects funds Debt service funds Total all other governmental funds $ $ 2005 532,612 $ 2006 1,229,239 $ 2007 759,733 $ Fiscal Year 2009 2008 781,710 $ 902,881 $ 2010 634,743 11,942,979 3,692 12,479,283 9,144,315 1,028,448 11,402,002 9,383,713 2,680,196 12,823,642 10,143,013 214,115 11,138,838 11,363,952 314,926 12,581,759 9,353,252 37,327 10,025,322 5,770,495 3,156,012 7,519,312 21,109,217 21,158,335 15,551,248 5,089,794 2,284,886 4,822 5,941,612 2,085,674 4,819 4,485,135 1,763,987 5,021 8,108,628 1,581,516 5,028 7,429,282 1,614,077 5,028 3,010,610 8,142,187 5,233,040 2,070,751 6,250,116 2,948,322 6,326,050 (1,670,397) 4,400,944 (2 620 107) (2,620,107) - 3,215,250 2,629,467 (3 278 401) (3,278,401) - 218 1,424,414 (3 714 945) (3,714,945) - (2,831,086) 4,050,994 (13 958 851) (13,958,851) - $ 2011 * 514,549 $ 9,321,572 (75,211) 9,760,910 2012 * - $ 2013 * - $ - 167,035 5,595,596 7,891,828 13,654,459 76,547 5,712,942 7,601,191 13,390,680 120,831 5,889,783 11,275,445 272,083 17,558,142 13,938,764 - - - 4,494,765 5,052 1,222,686 5,265,375 5,054 1,165,476 - - - 3,567,481 8,926,207 2,696,956 9,891,290 2,043,237 - - - - (2,368,822) 3,414,086 (12 990 180) (12,990,180) - 5,803,471 2,317,151 (14 007 225) (14,007,225) - 7,103,415 5,365,603 (15 428 315) (15,428,315) - 1,012 57,995 - - - - - - - - 8,524,280 2,898,234 10,472,386 16,010,908 - - - - - - - 13,257,981 8,107,706 - 7,362,829 3,503,086 6,818,696 3,113,179 - - - - - - - 1,645,977 841,689 535,731 3,170,437 - 24,413,234 18,987,473 19,804,009 27,339,818 30,755,494 27,975,394 19,458,609 (3,027,926) 3,040,646 (15,046,266) 17,345,099 (1,319,919) 26,680,779 $ $ $ $ NOTE: *The change of fund balance descriptions is due to the implementation of GASB 54 in fiscal year 2010/2011. Source: City of Redondo Beach Comprehensive Annual Financial Report, Governmental Fund Financial Statements 159 $ $ $ $ $ (1,044,377) 24,898,406 City of Redondo Beach Changes in Fund Balances of Governmental Funds Last Ten Fiscal Years (modified accrual basis of accounting) 2004 Revenues: Taxes Interdepartmental Licenses and permits Intergovernmental Charges for services Use of money and property Fines and forfeitures Other revenues $ Total Revenues Expenditures: Current: General government Public safety Housing and community development Cultural and leisure services Public works AB 1484 demand payment Capital outlay Debt service: Principal Interest Debt issuance costs Total Expenditures E Excess off R Revenues O Over (U (Under) d ) Expenditures E dit Other Financing Sources (Uses): Transfers in Transfers out Refunding bonds issued Other debts issued Bond premium Refunding bonds redeemed Gain (loss) on Redevelopment Agency dissolution Total Other Financing Sources (Uses) Net Change in Fund Balances Debt service as a percentage of noncapital expenditures 2005 39,678,946 1,513,226 16,208,575 7,193,850 2,178,640 1,069,909 784,325 $ 47,416,940 1,713,598 13,322,228 7,738,642 3,834,831 942,598 697,856 $ 2007 49,809,201 4,298,260 2,006,686 14,196,236 8,673,373 3,458,204 889,437 760,816 $ 2008 52,569,593 6,314,753 1,660,339 15,771,721 7,627,197 5,228,621 1,117,196 787,722 $ Fiscal Year 53,052,490 6,314,750 1,306,025 16,660,368 6,814,267 6,279,652 1,984,683 559,093 $ 2009 2010 52,330,017 6,655,458 1,006,075 13,991,411 6,947,073 5,680,333 1,845,838 1,703,984 $ 2011 49,946,499 6,681,277 930,523 15,619,990 7,279,164 4,929,845 1,875,287 999,916 $ 2012 51,768,825 6,383,731 1,248,916 14,545,341 7,485,670 3,512,619 1,785,067 1,447,680 $ 2013 51,875,943 6,249,628 1,343,422 16,339,864 7,486,013 3,760,501 1,634,786 2,948,048 $ 55,882,844 6,656,858 1,259,505 13,380,088 7,461,642 3,146,954 1,663,966 1,062,143 68,627,471 75,666,693 84,092,213 91,077,142 92,971,328 90,160,189 88,262,501 88,177,849 91,638,205 90,514,000 8,134,136 28,548,022 11,753,095 7,565,264 11,866,239 1,884,946 10,291,155 31,357,941 11,134,350 7,446,505 7,404,995 10,024,176 10,531,849 35,109,834 11,341,953 8,658,356 9,409,898 3,356,314 9,878,387 38,254,942 11,960,230 9,120,765 10,218,116 5,318,230 9,033,018 40,909,913 13,970,479 9,780,910 11,046,771 4,121,712 8,693,889 42,869,798 17,569,049 7,372,691 9,554,993 5,683,727 7,901,358 41,964,634 16,392,441 7,427,423 8,787,700 11,562,615 7,582,969 41,450,374 12,882,944 6,671,934 9,450,771 8,384,700 8,085,175 42,244,015 13,549,748 5,282,197 7,395,866 9,914,969 5,491,358 9,285,279 42,480,962 9,360,093 8,567,569 9,212,829 6,357,661 395,046 1,389,640 71,536,388 420,069 1,958,332 80,037,523 1,984,826 2,130,871 82,523,901 757,671 1,698,884 87,207,225 1,526,811 2,902,761 93,292,375 3,448,829 1,738,532 96,931,508 2,492,055 1,069,040 97,597,266 777,554 1,017,824 88,219,070 1,750,000 641,376 94,354,704 1,380,000 270,903 86,915,296 (2 908 917) (2,908,917) (4 370 830) (4,370,830) 1 568 312 1,568,312 3 869 917 3,869,917 (321 047) (321,047) (6 771 319) (6,771,319) (9 334 765) (9,334,765) (41 221) (41,221) (2 716 499) (2,716,499) 3 598 704 3,598,704 3,548,964 (4,194,424) 655,879 - 3,194,254 (6,007,674) 926,685 - 3,296,665 (4,496,995) 736,338 - 6,611,051 (7,853,397) 476,292 - 11,074,552 (6,630,271) 7,645,000 648,720 227,862 (7,645,000) - 5,482,661 (4,595,668) 700,000 547,789 (700,000) - 2,707,679 (2,743,425) 589,314 - 17,341,414 (15,834,081) 301,197 - 11,497,255 (13,478,178) 246,200 13,523,123 3,223,702 (4,437,317) - 10,419 $ 2006 (2,898,498) 2.63% (1,886,735) $ (6,257,565) 3.52% . (463,992) $ 1,104,320 5.48% (766,054) $ 3,103,863 3.09% Source: City of Redondo Beach Comprehensive Annual Financial Report, Government-Wide Financial Statements 160 5,320,863 $ 4,999,816 5.23% 1,434,782 $ (5,336,537) 6.03% 553,568 $ (8,781,197) 4.32% 1,808,530 $ 1,767,309 2.30% 11,788,400 $ 9,071,901 2.77% (1,213,615) $ 2,385,089 2.09% City of Redondo Beach Assessed Value and Estimated Actual Value of Taxable Property Last Ten Fiscal Years City Fiscal Year Ended June 30 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Secured 7,506,186,983 7,919,761,315 8,791,344,602 9,681,892,573 10,414,844,031 10,967,218,597 11,070,789,692 11,088,815,868 11,385,441,715 11,606,153,109 Unsecured 361,472,965 349,465,981 347,996,542 375,435,811 363,370,583 377,551,863 362,332,212 609,276,121 432,094,319 503,602,130 Redevelopment Less: Exemptions (60,856,425) (43,088,228) (69,771,516) (47,879,656) (75,561,247) (67,013,974) (66,883,744) (82,655,891) (56,430,405) (59,615,627) Taxable Assessed Value Secured 7,806,803,523 8,226,139,068 9,069,569,628 10,009,448,728 10,702,653,367 11,277,756,486 11,366,238,160 11,615,436,098 11,761,105,629 12,050,139,612 253,975,182 277,594,347 272,239,842 347,940,107 371,338,622 371,987,381 409,520,646 397,519,636 389,564,455 441,667,976 Unsecured 66,824,277 59,467,281 58,002,148 55,919,195 62,307,947 64,908,544 55,988,588 31,015,873 54,640,221 37,592,938 Exemptions (332,518) (537,132) (547,874) (771,134) (158,162) (866,778) (864,841) (658,821) (671,996) Taxable Assessed Value 320,466,941 337,061,628 329,704,858 403,311,428 432,875,435 436,737,763 464,642,456 427,670,668 443,545,855 478,588,918 Total Direct Tax Rate 0.222% 0.228% 0.273% 0.261% 0.245% 0.244% 0.250% 0.235% 0.232% 0.245% 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 increase of 2%). With few exceptions, property is only re-assessed at the time that it is sold to a new owner. At that point, the new assessed value is reassessed at the purchase price of the property sold. The assessed valuation data shown above represents the only data currently available with respect to the actual market value of taxable property and is subject to the limitations described above. Source: HdL Coren & Cone, Los Angeles County Auditor-Controller/Tax Division 2012-13 Combined Tax Rolls 161 City of Redondo Beach Direct and Overlapping Property Tax Rates (Rate per $100 of taxable value) Last Ten Fiscal Years Fiscal Year 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 City basic rate 0.16617 0.16617 0.16617 0.16617 0.16617 0.16539 0.16539 0.16539 0.16539 0.16539 Redevelopment agency 1.00755 1.00697 1.00604 1.00541 1.00450 1.00430 1.00430 1.00370 1.00370 - Los Angeles County 0.00099 0.00092 0.00080 0.00066 0.00000 0.00000 0.00000 0.00000 0.00000 0.00000 Flood Control 0.00047 0.00024 0.00005 0.00005 0.00000 0.00000 0.00000 0.00000 0.00000 0.00000 Metropolitan Water District 0.00610 0.00580 0.00520 0.00470 0.00450 0.00430 0.00430 0.00370 0.00370 0.00350 Community College 0.01903 0.01656 0.01838 0.03570 0.01647 0.01703 0.01487 0.01614 0.01688 0.01849 Unified School District 0.00866 0.02765 0.03336 0.02970 0.02844 0.04714 0.05519 0.06977 0.08610 0.08162 0.18360 0.18176 0.18234 0.21166 0.18715 0.18608 0.18774 0.18818 0.18575 0.18746 Overlapping Rates: Total Direct Rate Notes: General fund tax rates are representative and based upon the direct and overlapping rates for the largest general fund tax rate area (TRA) by net taxable value. Total Direct Rate is the weighted average of all individual direct rates applied by the City of Redondo Beach. RDA rate is based on the largest RDA tax rate area(TRA) and includes only rate(s) from indebtedness adopted prior to 1969 per California State statute. RDA direct and overlapping rates are applied only to the incremental property values. In 1978, California voters passed Proposition 13 which set the property tax rate at 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 to assessed property values for the payment of any voter approved bonds. Source: HdL Coren & Cone, Los Angeles County Assessor 2012/2013 Tax Rate Table 162 City of Redondo Beach Principal Property Taxpayers Current Year and Nine Years Ago 2013 Taxpayer Northrop Gruman Space and Mission (formerly TRW Inc.) $ 2004 Percent of Percent of Total City Total City Taxable Taxable Taxable Taxable Assessed Assessed Assessed Assessed Value Value Value Value 537,576,380 4.29% 230,804,300 2.84% South Bay Center SPE LLC 194,003,848 1.55% $ 153,748,572 1.89% AES Redondo Beach, LLC 173,035,658 1.38% - The Kobe Group INC 64,753,938 0.52% - Noble House Recp Hotel Venture LLC 60,522,561 0.48% - LPF Redondo Beach INC 54,444,365 0.43% - HPT IHG 2 Properties Trust 43,657,882 0.35% - MKEG P LLC 37,731,773 0.30% - AMB AMS Spinnaker LLC 33,942,467 0.27% - 616 Esplanade Street LLC 33,290,133 0.27% - TRW, INC - - 179,119,748 2.20% Portofino Partners - - 31,432,340 0.39% Intercontinental Hotels Group - - 27,513,825 0.34% Haagen Redondo LLC - - 23,268,546 0.29% Metropolitan Investments LLC - - 22,561,311 0.28% Avalonbay Communities INC - - 18,611,160 0.23% 88 Palos Verdes Inn Limited - - 17,670,747 0.22% Allen H. Ginsburg, Et. Al. - - 16,957,675 0.21% 721,688,224 8.88% $ 1,232,959,005 NOTE: The amounts shown above include assessed value date for both the City and the Redevelopment Agency. Source: HdL Coren & Cone, Los Angeles County Assessor 2012/2013 Combined Tax Rolls 163 9.84% $ City of Redondo Beach Property Tax Levies and Collections Last Ten Fiscal Years Collected within the Fiscal Year Total Tax Ended Levy for June 30 Fiscal Year Fiscal Year of the Levy Amount Collections Percentage of in Subsequent Levy Years Total Collections to Date Percentage Amount of Levy 2004 16,229,288 15,968,858 98.40% 506,977 16,475,835 101.52% 2005 19,327,612 18,856,789 97.56% 459,220 19,316,009 99.94% 2006 19,954,589 19,442,404 97.43% 455,758 19,898,162 99.72% 2007 21,893,557 21,130,547 96.51% 477,535 21,608,082 98.70% 2008 23,253,318 22,214,291 95.53% 646,294 22,860,585 98.31% 2009 24,948,068 23,904,011 95.82% 1,156,615 25,060,626 100.45% 2010 25,278,747 24,462,121 96.77% 1,204,949 25,667,070 101.54% 2011 25,809,271 25,195,837 97.62% 1,083,378 26,279,214 101.82% 2012 26,025,500 25,493,811 97.96% 799,155 26,292,966 101.03% 2013 27,652,911 27,193,269 98.34% 789,478 27,982,747 101.19% Source: County of Los Angeles Auditor-Controller 164 City of Redondo Beach Ratios of Outstanding Debt by Type Last Ten Fiscal Years Governmental Activities Tax Business-type Activities Refunding Fiscal Allocation Revenue Revenue Year Bonds Bonds Bonds Wastewater Loans Total Percentage Capital County Revenue Construction Capital Primary of Personal Per Leases AB 1484 Bonds Loans Leases Government Income * Capita 2004 4,385,000 9,325,000 2,730,000 12,805,278 36,364 - 10,263,776 4,607,531 - 44,152,949 13.42% 664 2005 4,285,000 9,150,000 2,615,000 13,701,886 26,295 - 10,086,150 4,399,037 - 44,263,368 12.78% 657 2006 3,085,000 8,965,000 2,500,000 13,953,397 12,961 - 9,903,524 4,399,037 - 42,818,919 11.60% 638 2007 3,010,000 8,765,000 2,380,000 14,067,018 919 - 9,715,898 4,181,161 - 42,119,996 10.79% 624 2008 2,930,000 - 10,113,873 14,508,927 45,219 - 9,523,272 3,953,480 - 41,074,771 9.94% 609 2009 - - 9,759,884 14,872,887 33,169 - 9,325,646 3,715,553 - 37,707,139 9.37% 557 2010 - - 8,870,895 13,840,146 20,686 - 9,118,020 3,466,920 - 35,316,667 8.76% 519 2011 - - 8,126,906 14,088,789 887,204 - 8,905,394 3,207,098 - 35,215,391 8.37% 526 2012 - - 6,357,917 - 883,933 7,700,000 8,682,769 2,935,586 - 26,560,205 6.00% 396 2013 - - 4,958,928 - 884,094 - 8,450,143 2,651,854 - 16,945,019 - 251 NOTES: * Personal income data was not available from the California Department of Finance subsequent to fiscal year 2011/2012. Percentages reflected are calculated using personal income of the County of Los Angeles. Source: Note 8 of the Notes to Financial Statements California Department of Finance 165 City of Redondo Beach Direct and Overlapping Governmental Activities Debt June 30, 2013 City Assessed Valuation Incremental Valuation Total Assessed Valuation $ $ Percentage Applicable Direct Debt: Boating & Waterways Construction Loan 89-21-147 PFA Refunding Bank Loan Boating & Waterways Construction Loan 88-21-84 PFA 2008 Refunding Revenue Bonds Capital Leases Wastewater Revenue Bond 2004 Ser A Estimated Share of Overlapping Debt Outstanding Debt 6/30/13 100% 100% 100% 100% 100% 100% Total direct debt 1,889,981 693,000 761,874 4,958,928 515,558 8,445,395 $ Overlapping Debt: Redondo Beach Unified School District DS 2000 Ser E Redondo Beach Unified School District DS 2008 Ser A Redondo Beach Unified School District DS 2008 Ser B Redondo Beach Unified School District DS 2008 Ser D BABS Redondo Beach Unified School District 2010 Refunding Series 2000AB Redondo Beach Unified School District 2010 Refund 2000CDE Redondo Beach Unified School District 2008 Series E Redondo Beach Unified School District 2008 Series F QSCB Redondo Beach Unified School District 2012 Ref Bond * Metropolitan Water District El Camino CCS DS 2002 S-2003A El Camino CCD DS 2005 REF BONDS 12,528,728,530 444,160,015 12,084,568,515 100% 100% 100% 100% 100% 100% 100% 100% 100% 1.369% 15.305% 15.305% 17,264,736 1,889,981 693,000 761,874 4,958,928 515,558 8,445,395 $ 17,264,736 360,000 47,574,958 26,329,850 22,765,000 13,830,000 11,415,000 45,002,644 24,000,000 18,055,000 79,696,126 1,790,000 69,346,609 360,000 47,574,958 26,329,850 22,765,000 13,830,000 11,415,000 45,002,644 24,000,000 18,055,000 1,091,023 273,962 10,613,588 El Camino CCD DS 2002 SERIES 2006B 15.305% 88,880,000 13,603,199 El Camino CCD DS 2002 SERIES 2012C 15.305% 180,812,882 27,673,646 Total overlapping debt $ Total direct and overlapping debt NOTE: * This fund is a portion of a larger agency and is responsible for debt in areas outside the city. Source: HdL Coren & Cone, Los Angeles County Assessor and Auditor Combined 2012/2013 Lien Date Tax Rolls 166 629,858,069 $ 262,587,870 $ 279,852,606 City of Redondo Beach Legal Debt Margin Information Last Ten Fiscal Years Legal Debt Margin Calculation for Fiscal Year 2013 Assessed value $ Debt Limit (15% of assessed value) 12,528,728,530 1,879,309,280 Debt applicable to limit - Legal debt margin $ 1,879,309,280 Fiscal Year Debt limit 2004 2005 2006 2007 2008 2009 2010 2011 $ 1,219,090,570 $ 1,284,480,104 $ 1,409,891,173 $ 1,561,914,023 $ 1,670,329,320 $ 1,757,174,137 $ 1,774,632,092 $ 1,775,420,369 - - - - - - - - - - 1,219,090,570 1,284,480,104 1,409,891,173 1,561,914,023 1,757,174,137 1,757,174,137 1,774,632,092 1,775,420,369 1,830,697,723 1,879,309,280 Total net debt applicable to limit Legal debt margin 2012 $ 2013 1,830,697,723 $ 1,879,309,280 Total net debt applicable to the limit as a percentage of debt limit 0% 0% 0% 0% 0% Source: County of Los Angeles Auditor-Controller 167 0% 0% 0% 0% 0% City of Redondo Beach Pledged-Revenue Coverage Last Nine Fiscal Years Wastewater Revenue Bonds Less Net Fiscal Year Ended Wastewater Operating Available June 30, Revenue Expenses Revenue 2004 $ 5,919,446 $ 664,166 $ 5,255,280 Debt Service Principal $ Interest - $ Coverage - 0% 2005* 2,258,072 723,265 1,534,806 180,000 462,798 2.39 2006* 1,739,414 783,193 956,221 185,000 478,063 1.44 2007 1,609,643 798,094 811,549 190,000 472,513 1.22 2008 1,632,533 841,186 791,347 195,000 466,813 1.20 2009 2,238,654 1,036,836 1,201,818 200,000 476,050 1.78 2010 2,371,716 1,106,781 1,264,934 210,000 468,050 1.87 2011 2,376,530 1,023,182 1,353,348 215,000 459,650 2.01 2012 2,469,073 1,241,772 1,227,301 225,000 451,050 1.82 2013 3,469,675 1,201,797 2,267,878 235,000 442,050 3.35 NOTE: * Calculation of coverage was revised to reflect the proper coverage calculation under the bond convenant. The Redondo Beach Public Financing Authority issued the Wastewater System Financing Project Revenue Bonds in fiscal year 2003/2004. 168 City of Redondo Beach Demographic and Economic Statistics June 30, 2013 Per Calendar Personal Capita Income * Personal Unemployment (in millions) Income * Rate ** Year Population 2004 66,545 329,048 49,447 6.3% 2005 67,325 346,423 51,455 5.0% 2006 67,112 369,174 55,009 4.4% 2007 67,495 390,296 57,826 4.7% 2008 67,488 413,317 61,243 6.6% 2009 67,646 402,281 40,867 10.8% 2010 68,105 403,014 41,025 11.5% 2011 66,970 420,803 42,564 11.9% 2012 67,007 443,006 44,474 11.2% 2013 67,396 - 9.6% - NOTES: * Personal income data was not available from the California Department of Finance subsequent to fiscal year 2011/2012. Per Capita Personal Income is based on the metropolitan area of Los Angeles-Long Beach-Santa Ana, CA. Statistics not available subsequent to fiscal year 2011/2012. ** Unemployment rate is based on the metropolitan area of Los Angeles-Long Beach-Santa Ana, CA. Source: California Department of Finance, Demographic Research Unit California Department of Finance, Economic Research Unit U.S. Department of Labor 169 City of Redondo Beach Principal Employers Current Year and Nine Years Ago 2013 2004 Percentage of Total City Employer Employees Northrop Grumman (TRW) Employment Employees 5,645 16.33% Redondo Beach Unified School District 995 2.88% 5,461 416 City of Redondo Beach 431 1.25% 513 Crown Plaza (Holiday Inn) 339 0.98% - The Cheesecake Factory 261 0.76% 243 United States Post Office 260 0.75% 230 Nordstrom, Inc. 254 0.73% 393 Target Store 217 0.63% - D H L Global Forwarding 207 0.60% - Macy's (Robinson's May) 206 0.60% 258 Imperial Bank - 0.00% 253 Web Service Company - 0.00% 236 Beach Cities Health District - 0.00% 215 Source: City of Redondo Beach 170 City of Redondo Beach Full-Time City Government Employees by Function Last Ten Fiscal Years Fiscal Year 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 59 56 56 59 60 58 52 52 49 50 Officers 107 105 105 105 105 105 99 96 96 96 Civilians 58 57 57 58 58 59 58 59 59 59 Firefighters and Officers 68 65 65 64 64 63 60 60 60 60 Civilians 6 5 5 6 6 5 5 3 3 3 Public Works 105 102 102 104 105 105 106 100 95 111 Cultural and Leisure Services 61 59 58 57 54 45 40 37 37 34 Housing & Community Development 44 33 33 34 35 38 30 31 30 15 Harbor, Business, & Transit 5 7 7 9 9 9 8 6 3 3 513 489 488 496 496 487 458 444 432 431 Function General Government Public Safety Police Fire TOTAL Source: City of Redondo Beach 171 City of Redondo Beach Operating Indicators by Function Last Ten Fiscal Years Fiscal Year 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Public Safety Police Physical arrests 3,235 3,229 3,402 3,923 2,702 2,641 2,586 2,464 2,200 -* Traffic citations issued 7,419 7,532 9,683 12,339 10,955 10,786 10,658 12,217 4,490 -* Number of runs - rescues 3,351 3,386 3,551 3,779 3,932 3,942 4,007 4,016 4,313 -* Number of runs - structures & other 1,075 868 1,087 1,672 1,676 1,495 1,552 1,315 1,743 -* Fire Public Works Street rehabilitation (miles) 17.8 13.3 3.2 3.7 2.3 4.6 1.9 3.5 - 1.5 Culture and Leisure Services Library Number of items borrowed 845,496 845,569 852,750 844,947 831,354 Number of visitors 436,714 438,310 439,060 445,056 446,346 81,487 86,562 90,966 82,071 76,578 82,921 558 579 409 382 395 Number of permits issued 4,591 4,544 3,763 3,951 Number of plan checks issued 1,950 1,667 1,566 1,296 16,817 20,236 19,378 1,370 1,342 1,051 94,087 70,458 172,358 122,814 858,934 920,941 933,939 806,890 437,529 455,030 370,357 63,056 63,799 80,381 70,935 415 416 412 352 376 3,270 1,952 2,257 2,832 3,088 - *** 1,101 898 990 1,177 1,036 - *** 19,916 17,634 12,755 8,605 6,848 8,514 - *** 883 630 577 769 702 737 - *** 169,519 298,206 365,701 393,534 404,983 378,326 403,041 401,827 232,692 416,435 487,203 452,467 472,604 474,564 475,754 474,140 436,347 ** 809,968 * 398,583** * Recreation and Community Services Admissions - Seaside Lagoon Number of facility rentals - Seaside Lagoon Housing & Community Development Number of inspections Number of real estate reports Number of bus boardings - Transit Revenue miles - Transit NOTE: * Data not available. ** The number of visitors decreased significantly due to the closure for construction at the North Branch Library for 5 months in fiscal year 2008-09 and then for all of fiscal year 2009-10. *** The data was unavailable for FY 2012-13. Source: City of Redondo Beach - Financial Services Department 172 City of Redondo Beach Capital Asset Statistics by Function Last Ten Fiscal Years Fiscal Year 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Stations 1 1 1 1 1 1 1 1 1 1 Sub-station 1 1 1 1 1 1 1 1 1 1 Fire Stations 3 3 3 3 3 3 3 3 3 3 Function Public Safety Police: Public Works Streets (miles) 127 127 127 127 127 127 127 127 127 127 Streetlights 5120 1892 * 1892* 1892* 1892* 1892* 1892* 1892* 1892* 1892* Street Traffic Controllers 84 84 84 84 84 84 84 84 84 84 Sanitary sewers (miles) 150 150 112 112 112 112 112 112 112 112 Parks 15 15 15 15 15 15 15 15 15 15 Parkettes 13 13 13 13 13 13 13 13 13 13 143.26 143.26 143.26 143.26 143.26 143.26 143.26 143.26 143.26 143.26 1509 1509 1509 1509 1509 1509 1509 1509 1509 1509 Total water area (exclusive of the pier) 107 107 107 107 107 107 107 107 107 107 Total land area Culture and Leisure Services Total Park Acreage Boat Slips Harbor acreage: 52.5 52.5 52.5 52.5 52.5 52.5 52.5 52.5 52.5 52.5 Libraries 2 2 2 2 2 2 2 2 2 2 Community Centers 5 5 5 5 5 5 5 5 5 5 NOTE: * Methodology modification in fiscal year 2004/2005 to reflect city-owned street lights only. Source: City of Redondo Beach 173 City of Redondo Beach Certification of Continuing Disclosure Redondo Beach Public Financing Authority 2008 Revenue Bonds (South Bay Center Redevelopment Project) June 30, 2013 This Certification of Continuing Disclosure is provided by the Successor Agency to the former Redevelopment Agency of the City of Redondo Beach and the Redondo Beach Public Financing Authority through US Bank, as Dissemination Agent pursuant to a Continuing Disclosure Certificate dated February 13, 2008 executed and delivered by the former Redevelopment Agency and the Public Financing Authority and the Dissemination Agent in connection with the issuance of $7,645,000 Revenue Bonds, South Bay Center Redevelopment Project Bonds ("the Bonds"). The Bonds were issued pursuant to the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of the Act, and an Indenture of Trust dated as of February 1, 2008 between the Financing Authority and US Bank. The proceeds of the Bonds were issued to provide funds to (i) refund the Authority’s Redondo Beach Public Financing Authority 1996 Revenue Bonds (South Bay Center Redevelopment Project), originally issued in the principal amount of $10,330,000 of which $8,550,000 remained outstanding, (ii) fund a reserve fund for the Bonds, and (iii) pay the costs of issuance of the Bonds. This Certification is made pursuant to the requirements of Section 3(a) of the Continuing Disclosure Certificate with respect to the 2012-13 fiscal year. The Successor Agency and the Public Financing Authority hereby report the following: 1. The audited financial statements of the Successor Agency and the Public Financing Authority for the fiscal year ended June 30, 2013 comprise the book in which this report is included. As such, they contain the amount of all Successor Agency debt outstanding secured by a pledge of tax revenues. 2. During the fiscal year ended June 30, 2013, neither the Successor Agency nor the Public Financing Authority has issued any parity or subordinate debt. 3. During the fiscal year ended June 30, 2013, neither the Successor Agency nor the Public Financing Authority has given or caused to be given notice of the occurrence of any of the following events: a. b. c. d. e. f. g. h. i. j. k. 4. Principal and interest payment delinquencies; Non-payment related defaults; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or events affecting the tax-exempt status of the security; Modifications to rights of security holders; Bond calls; Defeasances; Release, substitution, or sale of property securing repayment of the securities; or Rating changes. The South Bay Center Redevelopment Plan stipulates the Project Area will not receive more than a cumulative limit of $65,000,000 in gross tax increment over its life. According to the records of the Los Angeles County Auditor Controller, as of June 30, 2013 the Agency had been apportioned $44,498,769 in gross tax increment. By projecting the current tax increment levels using only a two percent inflationary growth rate, the tax increment limit is reached in the final year of the bond issue repayment period. 174 City of Redondo Beach Redondo Beach Successor Agency South Bay Center Redevelopment Project Historical Project Area Valuations June 30, 2013 Base Year Secured * Land $ Impts 9,772,776 16,977,265 Pers Prop Exemptions Total Secured 2004-05 2003-04 1983-84 - 26,750,041 $ 26,567,906 $ 2005-06 26,977,212 $ 2006-07 27,424,247 $ 2007-08 51,658,838 159,503,456 162,122,684 164,634,061 178,831,940 597,793 - 572,459 - 1,617 - 1,514 - 186,669,155 189,672,355 192,059,925 230,492,292 $ 2008-09 52,688,442 182,405,613 - 235,094,055 $ 2009-10 53,742,204 185,761,187 - 239,503,391 $ 2010-11 56,292,008 202,649,015 - 258,941,023 $ 2011-12 55,363,042 191,933,851 - 247,296,893 $ 2012-13 63,866,252 182,264,908 - 246,131,160 $ 65,121,571 230,445,447 - 295,567,018 Unsecured Land - - - - - - - - - - - Impts 3,023,006 13,074,302 12,287,632 12,261,701 11,408,416 13,236,695 13,336,333 12,530,739 13,273,687 13,028,973 14,769,340 Pers Prop Exemptions 1,848,954 - 13,786,344 - 13,128,156 - 13,217,135 - 12,577,271 - 13,515,052 - 14,189,166 - 12,550,901 (50,000) 12,457,717 (50,000) 10,906,075 - 15,379,059 - Total Unsecured 4,871,960 26,860,646 25,415,788 25,478,836 23,985,687 26,751,747 27,525,499 25,031,640 25,681,404 23,935,048 30,148,399 GRAND TOTAL 31,622,001 213,529,801 215,088,143 217,538,761 254,477,979 261,845,802 267,028,890 283,972,663 272,978,297 270,066,208 325,715,417 Incremental Value: 181,907,800 183,466,142 185,916,760 222,855,978 230,223,801 235,406,889 252,350,662 241,356,296 238,444,207 294,093,416 1,558,342 2,450,618 36,939,218 7,367,823 5,183,088 16,943,773 (10,994,366) (2,912,089) -4.36% -1.21% Incremental Value Change: (7,127,194) % Change: -3.77% 0.86% 1.34% 19.87% NOTE: Secured values include state assessed non-unitary utility property. Source: HdL Coren & Cone 175 3.31% 2.25% 7.20% 55,649,209 23.34% City of Redondo Beach Redondo Beach Successor Agency South Bay Center Redevelopment Project Revenue vs. Levy Analysis June 30, 2013 Original Charge Secured Value Adjustments to Original Charge Base Year Secured Value Incremental Secured Value Tax Rate Adjusted Levy Unitary Revenue Total Secured/Unitary Levy $ Original Charge Unsecured Value Adjustments to Original Charge Base Year Unsecured Value Incremental Unsecured Value Tax Rate Unsecured Adjusted Levy 2003-04 2004-05 2005-06 2006-07 2007-08 2008-09 2009-10 186,669,155 $ (26,750,041) 159,919,114 0.0100755 1,611,271 29,747 1,641,018 189,672,355 $ (26,750,041) 162,922,314 0.0100697 1,640,576 31,324 1,671,899 192,059,925 $ 50,417,882 (26,750,040) 215,727,767 0.0100604 2,170,316 27,782 2,198,098 230,492,292 $ (26,750,040) 203,742,252 0.0100542 2,048,455 27,587 2,076,043 235,094,055 $ (26,750,041) 208,344,014 0.0100450 2,092,816 28,887 2,121,703 239,503,391 $ 258,941,015 $ (2,894,618) (26,750,041) (26,750,041) 212,753,350 229,296,356 0.0100430 0.0100430 2,136,682 2,302,823 31,263 30,311 2,167,945 2,333,134 2010-11 2011-12 2012-13 247,296,893 $ (26,750,041) 220,546,852 0.0100370 2,213,629 30,206 2,243,835 246,131,160 $ (26,750,041) 219,381,119 0.0100000 2,193,811 31,724 2,225,536 297,200,307 (26,750,041) 270,450,266 0.0100000 2,704,503 31,898 2,736,401 26,860,646 77,266,839 (4,871,960) 99,255,525 0.0100861 1,001,105 25,415,788 2,878,283 (4,871,960) 23,422,111 0.0100755 235,990 25,478,836 200,319 (4,871,959) 20,807,196 0.0100697 209,522 23,985,683 848,749 (4,871,959) 19,962,473 0.0100604 200,831 26,751,747 2,200,114 (4,871,960) 24,079,901 0.0100542 242,103 27,525,499 549,859 (4,871,960) 23,203,398 0.0100450 233,078 25,031,637 2,168,472 (4,871,960) 22,328,149 0.0100430 224,242 25,681,404 240,106 (4,871,960) 21,049,550 0.0100430 211,401 23,935,048 (4,871,960) 19,063,088 0.0100000 190,631 30,466,133 (4,871,960) 25,594,173 0.0100000 255,942 Net Total Revenue 2,642,124 1,907,890 2,407,620 2,276,874 2,363,806 2,401,023 2,557,376 2,455,236 2,416,166 2,992,343 Remittance to Agency Secured/Unitary Remitted Unsecured Remitted HOX Payments 1,640,962 220,615 - 1,667,891 230,164 - 2,197,703 207,367 - 2,075,997 183,272 - 2,122,507 239,176 - 2,167,741 224,182 - 2,333,113 219,123 - 2,243,814 206,749 - 2,380,477 - 2,704,482 252,935 - Total Remittance to Agency: 1,861,577 1,898,055 2,405,070 2,259,268 2,361,683 2,391,923 2,552,236 2,450,563 2,380,477 2,957,417 % of Collection to Levy 70.46% 99.48% 99.89% 99.23% 99.91% 99.62% 99.80% 99.81% Grand Total Revenue: Secured and Unsecured Revenue SB 813 Supplemental Payments Redemptions/Open Roll Corrections Taxpayer Refunds Deferral Payments/Adjustments 1,861,577 4,262 (60,249) - 1,898,055 2,225 (42) 129,927 2,405,070 (17,379) (5,534) (23,253) (46,423) 2,259,268 117,362 4,532 5 (355,390) 2,361,683 (2,883) 12,925 (86) (186,859) 2,391,923 177,804 1,325 (628) (122,005) 2,552,236 (51,122) 36 (83,212) (155,747) 2,450,563 13 (1,476) (52,554) 2,380,477 125,288 351 30,658 - 2,957,417 - Total Paid to Agency: SB 2557 Charges (1) Housing Set Aside Tax Sharing Payments Negative Balance from Prior Year 1,805,590 (34,524) (354,655) (772,023) - 2,030,165 (31,324) (406,033) (813,388) - 2,312,481 (28,308) (517,064) (1,011,111) - 2,025,778 (29,423) (405,156) (716,814) - 2,184,780 (31,971) (436,956) (880,699) - 2,448,419 (31,959) (489,684) (1,103,678) - 2,262,190 (38,139) (452,438) (1,140,974) - 2,396,546 (39,350) (479,309) (1,021,920) - 2,536,774 (37,125) (1,367,321) - 2,957,417 (43,844) (1,594,048) - Net Grand Total Revenue: $ 644,388 $ 779,420 $ 755,998 $ 874,385 Source: HdL Coren & Cone 176 $ 835,154 $ 823,098 $ 630,639 $ 855,966 98.52% $ 1,132,328 98.83% $ 1,319,525 City of Redondo Beach Redondo Beach Successor Agency South Bay Center Redevelopment Project Top Ten Taxable Property Owners June 30, 2013 Secured South Bay Associates SPE LLC $ Total Percent of Secured Unsecured Parcels Inc. Value Parcels Inc. Value 193,363,865 3 71.93% 54,444,365 1 17,727,489 Value 639,983 1 2.53% 20.25% - 0 1 6.59% - 17,541,847 1 6.53% 6,686,110 7 - Percent of Total Inc.Value Use Code 194,003,848 65.97% Commercial 0.00% 54,444,365 18.51% Commercial 0 0.00% 17,727,489 6.03% Commercial - 0 0.00% 17,541,847 5.96% Commercial 2.49% 266,639 1 1.05% 6,952,749 2.36% Commercial 0 0.00% 6,740,815 2 26.67% 6,740,815 2.29% Unsecured 5,799,205 1 2.16% - 0 0.00% 5,799,205 1.97% Commercial - 0 0.00% 2,480,106 1 9.81% 2,480,106 0.84% Unsecured - 0 0.00% 1,841,724 1 7.29% 1,841,724 0.63% Unsecured - 0 0.00% 1,713,281 1 6.78% 1,713,281 0.58% Unsecured $295,562,881 14 109.95% $13,682,548 7 54.13% $309,245,429 Value 1. Unsecured Percent of $ Value $ Pending Appeals on Parcel 2. LPF Redondo Beach Inc. Pending Appeals on Parcel 3. KHS South Bay LLC Pending Appeals on Parcel 4. 1519 Hawthorne Blvd. LLC Pending Appeals on Parcel 5. Walgreen 6. Nordstrom Inc. 7. Outparcel Investment Partners V LLP 8. SFM 9. Kohl's Department Store Pending Appeals on Parcel 10. American Multi-Cinema Inc. Pending Appeals on Parcel Project Area Incremental Value: $268,816,977 $25,276,439 Source: HdL Coren & Cone 177 $294,093,416 105.15% City of Redondo Beach Redondo Beach Successor Agency South Bay Center Redevelopment Project Recent Appeals History Owner APN Appeal Type Appeal Status Original Value Updated or Owner's Proposed Proposed Opinion Value Change % Change Currently Pending Appeals FY 2009-10 Macy's Department Stores Inc. u Unsecured Pending 2,543,455 1,681,900 (861,555) -33.87% Guess? Retail Inc. #5622 u Unsecured Pending 220,219 110,000 (110,219) -50.05% Express LLC #917 4082-018-005 Secured Pending 21,924,618 100,000 (21,824,618) -99.54% South Bay Center Spe LLC - Macys Inc. 4082-018-004 Secured Pending 27,082,027 8,027,470 (19,054,557) -70.36% u Unsecured Pending (1,053,337) -100.00% (645,131) -50.79% Macy's Department Stores, Inc. dba Macy's 1,053,337 - 52,823,656 9,919,370 1,270,131 625,000 1,270,131 625,000 FY 2010-11 American Multi-Cinema Inc/AMC Galleria South u Unsecured Pending 178 City of Redondo Beach Redondo Beach Successor Agency South Bay Center Redevelopment Project Recent Appeals History FY 2011-12 Debbie Smethers u Unsecured Pending 1,382,690 1,032,090 (350,600) James Kurtzman 4082-018-005 Secured Pending 17,510,000 8,000,000 (9,510,000) -54.31% u Unsecured Pending 1,860,985 930,493 (930,492) -50.00% Erin Stache -25.36% Panda Express Inc. u Unsecured Pending 138,598 - (138,598) -100.00% Living Spaces Furniture LLC u Unsecured Pending 576,279 220,000 (356,279) -61.82% 1519 Hawthorne Blvd LLC 4082-019-042 Secured Pending 17,197,890 8,000,000 (9,197,890) -53.48% Scott B. Brown 4082-018-004 Secured Pending 24,799,955 20,000,000 (4,799,955) -19.35% LPF Redondo Beach Inc. 4082-019-047 Secured Pending 54,090,359 30,000,000 (24,090,359) -44.54% 117,556,756 68,182,583 FY 2012-13 Brandon Carver Lpf Redondo Beach Inc Erin Stache James Kurtzman u Unsecured Pending 1,713,281 748,058 (965,223) -56.34% 4082-019-047 Secured Pending 54,444,365 34,997,000 (19,447,365) -35.72% u Unsecured Pending 1,841,724 409,996 (1,431,728) -77.74% 4082-018-005 Secured Pending 17,510,000 8,000,000 (9,510,000) -54.31% -16.91% Kendall Lees 4082-018-006 Secured Pending 17,727,489 14,729,748 (2,997,741) Scott B. Brown 4082-018-004 Secured Pending 25,295,953 12,000,000 (13,295,953) -52.56% Living Spaces Furniture Company 4082-018-042 Secured Pending 17,541,847 12,700,000 (4,841,847) -27.60% 136,074,659 83,584,802 Most Recently Resolved Appeals Among Owners with Pending Appeals Owner APN Appeal Type Appeal Status Original Value Board Value Change % Change u Unsecured Denied 1,279,949 1,279,949 - FY 2009-10 American Multi-Cinema Inc/AMC Galleria South 0.00% FY 2010-11 4082-018-005 Secured Allowed 17,510,000 16,200,000 (1,310,000) -7.48% Macy's West Stores Inc. James Kurtzman u Unsecured Allowed 2,531,639 1,834,336 (697,303) -27.54% Guess Inc. u Unsecured Allowed 203,843 196,449 (7,394) -3.63% 179 City of Redondo Beach Redondo Beach Successor Agency South Bay Center Redevelopment Project Recent Appeals History 2011-12 James Kurtzman Macy S West Stores Inc 4082-018-005 Secured Allowed 17,510,000 16,200,000 (1,310,000) -7.48% u Unsecured Allowed 2,163,988 1,605,833 (558,155) -25.79% Source: HdL Coren & Cone 180 City of Redondo Beach Certification of Continuing Disclosure Redondo Beach Public Financing Authority 2004 Series A Revenue Bonds (Wastewater System Financing Project) June 30, 2013 This Certification of Continuing Disclosure is provided by the City of Redondo Beach (“the City”) and the Redondo Beach Public Financing Authority through US Bank, as Dissemination Agent pursuant to a Continuing Disclosure Certificate dated May 27, 2004 executed and delivered by the City of Redondo Beach and the Public Financing Authority and the Dissemination Agent in connection with the issuance of $10,335,000 Series A Revenue Bonds, City of Redondo Beach Wastewater System Financing Project Bonds (“the Bonds”). The Bonds were issued pursuant to an Indenture of Trust dated as of May 1, 2004 between the Financing Authority and US Bank. The proceeds of the Bonds were issued to provide funds to (a) finance the Improvements and related facilities which constitute part of the Wastewater Enterprise of the City, (b) fund capitalized interest on the Bonds through November 1, 2004, (c) fund a reserve fund for the Bonds, and (d) pay the cost of issuance for the Bonds. This Certification is made pursuant to the requirements of Section 3(a) of the Continuing Disclosure Certificate with respect to the 2012-13 fiscal year. The City and the Public Financing Authority hereby report the following: 1. The audited financial statements of the City, 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, for the fiscal year ended June 30, 2012 comprise the book in which this report is included. 2. During the fiscal year ended June 30, 2013, neither the City nor the Public Financing Authority has given or caused to be given notice of the occurrence of any of the following events: a. b. c. d. e. f. g. h. i. j. k. Principal and interest payment delinquencies; Non-payment related defaults; Unscheduled draws on debt service reserves reflecting financial difficulties; Unscheduled draws on credit enhancements reflecting financial difficulties; Substitution of credit or liquidity providers, or their failure to perform; Adverse tax opinions or events affecting the tax-exempt status of the security; Modifications to rights of security holders; Contingent or unscheduled bond calls; Defeasances; Resale, substitution, or sale of property securing repayment of the securities; or Rating changes 181 City of Redondo Beach Sewer Rates Per Month Last Nine Fiscal Years 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Use Classification Each single family dwelling unit $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 5.00 $ 7.00 $ 7.12 $ 7.12 $ 7.25 $ 10.25 Each unit in a 2-3 unit condo structure 5.00 5.00 5.00 5.00 5.00 7.00 7.12 7.12 7.25 10.25 Each unit in a 2-3 unit apartment structure 3.89 3.89 3.89 3.89 3.89 5.45 5.55 5.55 5.65 7.97 Each unit in a 4 or more unit condo structure Each unit in a 4 or more unit apartment structure 3.89 2.68 3.89 2.68 3.89 2.68 3.89 2.68 3.89 2.68 5.45 3.75 5.55 3.82 5.55 3.82 5.65 3.88 7.97 5.49 Commercial/Industrial/Institutional parcels 0.43 0.43 0.43 0.43 0.43 0.60 0.61 0.61 0.62 0.88 * NOTE: The Redondo Beach Public Financing Authority issued the Wastewater System Financing Project Revenue Bonds in fiscal year 2003/2004. * Per 100 cubic feet of average monthly water usage. 100 cubic feet of water is equal to 748 gallons, average monthly water usage is established based on the latest actual annual water usage record available to the City. On an annual basis, the city will recalculate the monthly charge by using the latest available annual water usage record of each non-residential user at the same $.88 per 100 cubic feet rate to set a new monthly rate. Any water proven to be used for boilers, cooling towers or similar devises that will not be discharged into the sewer system may be deducted from the annual water usage record for rate calculation purposes. Source: City of Redondo Beach 182 City of Redondo Beach Sewer Connections by Type of Customer Last Nine Fiscal Years 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 Type of Customer Residential 13,039 13,211 13,211 13,211 13,108 13,102 13,107 13,109 13,105 78 74 74 74 68 66 61 56 61 61 Commercial 575 510 510 510 451 464 462 466 457 463 Institutional 71 44 64 44 64 44 64 44 62 42 89 43 61 43 58 42 61 43 59 43 13,807 13,903 13,903 13,903 13,731 13,764 13,734 13,731 13,727 13,732 Industrial Mixed use Total NOTE: The Redondo Beach Public Financing Authority issued the Wastewater System Financing Project Revenue Bonds in fiscal year 2003/2004. Source: City of Redondo Beach 183 13,106 (THIS PAGE IS INTENTIONALLY LEFT BLANK) APPENDIX C SUMMARY OF CERTAIN PROVISIONS OF PRINCIPAL LEGAL DOCUMENTS The following includes summaries of certain provisions of the Installment Sale Agreement and the Indenture which are not described elsewhere in this Official Statement. These summaries do not purport to be comprehensive and are qualified in their entirety by reference to the full terms of the documents. DEFINITIONS OF CERTAIN TERMS The following are definitions of certain of the terms used in this Official Statement. Certain capitalized terms used in the Official Statement are either defined elsewhere in the Official Statement or in the Installment Sale Agreement or Indenture, to which reference is hereby made. Unless the context otherwise requires, the terms defined in this Official Statement will have the meanings defined herein, the following definitions to be equally applicable to both the singular and plural forms of any of the terms defined herein: Additional Payments means the payments so designated and required to be paid by the City pursuant to the Installment Sale Agreement. Additional Revenues means, with respect to the issuance of any Parity Obligations, any or all of the following amounts: A. An allowance for Net Revenues from any additions or improvements to or extensions of the Wastewater Enterprise to be financed from the proceeds of such Parity Obligations or from any other source, all in an amount equal to seventy-five percent (75%) of the estimated additional Net Revenues to be derived from such additions, improvements and extensions for the first twelve (12) month period in which each addition, improvement or extension is respectively to be in operation, all as shown by the certificate or opinion of a qualified independent engineer employed by the City. B. An allowance for Net Revenues arising from any increase in the charges made for service from the Wastewater Enterprise which have been approved prior to the incurring of such Parity Obligations, in an amount equal to the total amount by which the Net Revenues would have been increased if such increase in charges had been in effect during the whole of the most recent completed Fiscal Year or during any more recent twelve (12) month period selected by the City, all as shown by the certificate or opinion of an Independent Accountant or independent consultant. Agency means the former Redevelopment Agency of the City of Redondo Beach. Authority means the Redondo Beach Public Financing Authority, a public body corporate and politic duly organized and existing pursuant to a Joint Exercise of Powers Agreement, dated July 2, 1996, amended and restated on December 7, 2004, between the City and the Agency. Authorized Investments means any securities in which the City may legally invest funds subject to its control. C-1 Authorized Representative means: (a) with respect to the Financing Authority, its Chairperson, Vice Chairperson, Executive Director, Treasurer, Controller, Secretary or any other person designated as an Authorized Representative of the Financing Authority by a Written Certificate of the Financing Authority signed by its Chairperson, Vice Chairperson, Executive Director, Treasurer, Controller or Secretary and filed with the City and the Trustee; and (b) with respect to the City, its Mayor, Mayor Pro Tem, City Manager, Finance Director, City Clerk or any other person designated as an Authorized Representative of the City by a Written Certificate of the City signed by its Mayor, Mayor Pro Tem, City Manager, Finance Director or City Clerk and filed with the Trustee. Bond Counsel means (a) Fulbright & Jaworski LLP, or (b) any other attorney or firm of attorneys appointed by or acceptable to the City of nationally recognized experience in the issuance of obligations the interest on which is excludable from gross income for federal income tax purposes under the Tax Code. Bond Law means the Marks-Roos Local Bond Pooling Act of 1985, constituting Article 4 (commencing with Section 6584) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State, as in existence on the Closing Date or as thereafter amended from time to time. Bond Service Fund means the fund by that name established and held by the Trustee pursuant to the Indenture. Bond Year means any twelve-month period commencing on May 2 in a year and ending on the next succeeding May 1, both dates inclusive; except that the first Bond Year will commence on the Closing Date and end on May 1, 2014. Bonds means the Redondo Beach Community Financing Authority Wastewater Revenue Refunding Bonds, 2014 Series A, issued and at any time Outstanding pursuant to the Bond Law and the Indenture. Business Day means a day (other than a Saturday or a Sunday) on which banks are not required or authorized to remain closed in the city in which the Office of the Trustee is located. City means the City of Redondo Beach, a charter city and municipal corporation duly organized and existing under the Constitution and the laws of the State of California. Closing Date means the date of delivery of the Bonds to the Original Purchaser. Continuing Disclosure Agreement means that certain Continuing Disclosure Agreement by and between the City and U.S. Bank National Association, as dissemination agent, dated as of April 1, 2014, as originally executed and as it may from time to time be supplemented, modified or amended in accordance with the terms thereof. Costs of Issuance means all items of expense directly or indirectly relating to the authorization, issuance, sale and delivery of the Bonds, including but not limited to printing expenses, rating agency fees, filing and recording fees, fees, expenses and charges of the City, the Financing Authority, the Trustee, and their respective counsel, including the Trustee’s first annual administrative fee, costs of obtaining a Permitted Investment for monies held in the funds and accounts created and held under the Indenture, fees, charges and disbursements of attorneys, financial advisors, accounting firms, consultants and other professionals, fees and charges for preparation, execution and safekeeping of the Bonds and any other cost, charge or fee in connection with the original issuance of the Bonds and the execution and delivery of the Installment Sale Agreement. C-2 Costs of Issuance Fund means the fund by that name established and held by the Trustee pursuant to the Indenture. Depository means DTC and its successors and assigns or if (a) the then Depository resigns from its functions as securities depository of the Bonds, or (b) the Financing Authority discontinues use of the Depository pursuant to the Indenture, any other securities depository which agrees to follow the procedures requested to be followed by a securities depository in connection with the Bonds and which is selected by the Financing Authority with the consent of the Trustee. Depository Participant means a member of, or participant in, the Depository. DTC means The Depository Trust Company, New York, New York, and its successors and assigns. Escrow Agent means U.S. Bank National Association, as escrow agent and 2004 Bonds Trustee, under the Escrow Agreement. Escrow Agreement means that certain Escrow Deposit and Trust Agreement, by and among the Authority, the City and the Escrow Agent, dated as of April 1, 2014, relating to the refunding and defeasance of the 2004 Bonds. Escrow Fund means the fund by that name established under the Escrow Agreement. Event of Default means any of the events described as events of default in the Indenture or the Installment Sale Agreement, respectively. Fair Market Value means the price at which a willing buyer would purchase the investment from a willing seller in a bona fide, arm’s length transaction (determined as of the date the contract to purchase or sell the investment becomes binding) if the investment is traded on an established securities market (within the meaning of section 1273 of the Tax Code) and, otherwise, the term fair market value means the acquisition price in a bona fide arm’s length transaction (as referenced above) if (i) the investment is a certificate of deposit the value of which is determined in accordance with applicable regulations under the Tax Code, (ii) the investment is an agreement with specifically negotiated withdrawal or reinvestment provisions and a specifically negotiated interest rate (for example, a guaranteed investment contract, a forward supply contract or other investment agreement) the value of which is determined in accordance with applicable regulations under the Tax Code, (iii) the investment is a United States Treasury SecurityState and Local Government Series that is acquired in accordance with applicable regulations of the United States Bureau of Public Debt, or (iv) the investment is the Local Agency Investment Fund of the State of California, but only if at all times during which the investment is held its yield is reasonably expected to be equal to or greater than the yield on a reasonably comparable direct obligation of the United States. Federal Securities means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; or (b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are secured or guaranteed by the full faith and credit of the United States of America. C-3 Financing Authority means the Redondo Beach Community Financing Authority, a public body corporate and politic duly organized and existing pursuant to a Joint Exercise of Powers Agreement, dated January 31, 2012, between the City and the Redondo Beach Parking Authority. Gross Revenues means all income, rents, rates, fees, charges and other moneys derived from the ownership or operation of the Wastewater Enterprise, including, without limiting the generality of the foregoing, (1) all income, rents, rates, fees, charges, business interruption insurance proceeds or other moneys derived by the City from the sale, furnishing and supplying of wastewater treatment or other services, facilities, and commodities sold, furnished or supplied through the facilities of or in the conduct or operation of the business of the Wastewater Enterprise, plus (2) the earnings on and income derived from the investment of such income, rents, rates, fees, charges, or other moneys, including City reserves for the Wastewater Enterprise, and the Rate Stabilization Fund, but excluding in all cases customer deposits or any other deposits or advances subject to refund until such deposits or advances have become the property of the City and excluding any proceeds of taxes required by law to be used by the City to pay bonds hereafter issued. If interest on any Parity Obligations is being reimbursed to the City by the United States of America pursuant to Section 54AA of the Code, or any future similar program, then Gross Revenues shall include such interest being paid or reimbursed by the United States of America. Improvements means the capital improvements to the Wastewater Enterprise financed with proceeds of the 2004 Bonds as described in Exhibit B attached to the Installment Sale Agreement. Indenture means the Indenture of Trust, as originally executed or as it may from time to time be supplemented, modified or amended by any Supplemental Indenture pursuant to the provisions hereof. Independent Accountant means any accountant or firm of such accountants appointed and paid by the City or the Financing Authority, and who, or each of whom (a) is in fact independent and not under domination of the City or the Financing Authority; (b) does not have any substantial interest, direct or indirect, with the City or the Financing Authority; and (c) is not connected with the City or the Financing Authority as an officer or employee of the City or the Financing Authority, but who may be regularly retained to make annual or other audits of the books of or reports to the City or the Financing Authority. Information Services means Electronic Municipal Market Access system (referred to as EMMA), a facility of the Municipal Securities Rulemaking Board, at www.emma.msrb.org; and, in accordance with then-current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds, or no such services, as the Financing Authority may designate in a Written Request of the Financing Authority delivered to the Trustee. Installment Payment Date means the twenty-fifth (25th) day of each April and October during the Term of the Installment Sale Agreement, commencing October 25, 2014. Installment Payments means the payments required to be paid by the City pursuant to the Installment Sale Agreement, including all prepayments thereof. Installment Sale Agreement means that certain Installment Sale Agreement by and between the Financing Authority and the City, with respect to the sale and purchase of the Improvements, dated as of April 1, 2014, as originally executed and as it may from time to time be supplemented, modified or amended in accordance with the terms thereof and of the Indenture. Interest Payment Date means May 1 and November 1 in each year, beginning November 1, 2014, and continuing so long as any Bonds remain Outstanding. C-4 Maximum Annual Debt Service means, with respect to the Bonds, the largest of the sums obtained for any Bond Year after totaling the following for each such Bond Year: A. The principal amount of all Outstanding Bonds maturing or required to be redeemed by mandatory sinking account redemption in such year; and B. The interest which would be due during such year on the aggregate principal amount of Bonds which would be Outstanding in such year if the Bonds Outstanding on the date of such computation were to mature or be redeemed in accordance with the applicable maturity or mandatory sinking account redemption schedule. At the time and for the purpose of making such computation, the amount of Bonds already retired in advance of the above mentioned schedule or schedules shall be deducted pro rata from the remaining amounts thereon; and means, as of the date of any calculation with respect to the Installment Payments or any Parity Obligations, as the case may be, the maximum sum obtained for the current or any future Fiscal Year during the Term of the Installment Sale Agreement by totaling the following amounts for such Fiscal Year: A. the aggregate amount of the Installment Payments coming due and payable in such Fiscal Year pursuant hereto, except to the extent payable from any security deposit pursuant to the Installment Sale Agreement; B. the principal amount of all outstanding Parity Obligations, if any, coming due and payable by their terms in such Fiscal Year; and C. the amount of interest which would be due during such Fiscal Year on the aggregate principal amount of all outstanding Parity Obligations, if any, which would be outstanding in such Fiscal Year if such Parity Obligations are retired as scheduled; provided, however, that with respect to any Parity Obligations which bear interest at a variable rate, such interest shall be calculated at an assumed rate equal to the average rate of interest per annum for each of the five previous whole calendar years as shown by the SIFMA Index (or, in the event and to the extent such index is not maintained for all or any portion of such period, any similar index of variable rate interest for municipal obligations as may be selected by the City in its sole discretion). If interest on any Parity Obligations is reasonably anticipated to be reimbursed to the City by the United States of America pursuant to Section 54AA of the Code, or any future similar program, then interest payments with respect to such Parity Obligations shall be reduced by the amount of such interest reasonably anticipated to be paid or reimbursed by the United States of America; but excluding any Installment Payments coming due or principal or interest amounts of outstanding Parity Obligations held in an escrow or other account irrevocably dedicated therefor, including interest payments that are to be paid from the proceeds of Parity Obligations held by the Trustee. Moody’s means Moody’s Investors Service, a corporation organized and existing under the laws of the State of Delaware, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Financing Authority. C-5 Net Revenues means, for any period, an amount equal to all of the Gross Revenues received during such period minus the amount required to pay all Operation and Maintenance Costs becoming payable during such period. Nominee means the nominee of the Depository, which may be the Depository, as determined from time to time pursuant hereto. Office means the corporate trust office of the Trustee in Los Angeles, California, or at such other or additional offices as may be specified in writing to the Financing Authority and the City. Operation and Maintenance Costs means the reasonable and necessary costs and expenses paid by the City for maintaining and operating the Wastewater Enterprise, including but not limited to (a) the cost of utilities, including electricity and other forms of energy supplied to the Wastewater Enterprise, (b) the reasonable expenses of management and repair and other costs and expenses necessary to maintain and preserve the Wastewater Enterprise in good repair and working and (c) the reasonable administrative costs of the City attributable to the operation and maintenance of the Wastewater Enterprise, including insurance and other costs described in the Installment Sale Agreement, but in all cases excluding (i) debt service payable on obligations incurred by the City with respect to the Wastewater Enterprise, including but not limited to the Installment Payments and debt service payments on any Parity Obligations, (ii) depreciation, replacement and obsolescence charges or reserves therefor and (iii) amortization of intangibles or other bookkeeping entries of a similar nature. Original Purchaser means Stifel, Nicolaus & Company, Incorporated, as the original purchaser of the Bonds upon their delivery by the Trustee on the Closing Date. Outstanding, when used as of any particular time with reference to Bonds, means all Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under the Indenture except: (a) Bonds theretofore canceled by the Trustee or surrendered to the Trustee for cancellation; (b) Bonds with respect to which all liability of the Financing Authority shall have been discharged in accordance with the Indenture; and (c) Bonds for the transfer or exchange of or in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant to the Indenture. Owner, when used with respect to any Bond, means the person in whose name the ownership of such Bond shall be registered on the Registration Books. Parity Obligations means any leases, loan agreements, installment sale agreements, bonds, notes or other obligations of the City payable from and secured by a pledge of and lien upon any of the Net Revenues on a parity with the Installment Payments, entered into or issued pursuant to and in accordance with the Installment Sale Agreement. Permitted Investments means any of the following which at the time of investment are legal investments under the laws of the State for the moneys proposed to be invested therein (the Trustee is entitled to conclusively rely upon a Request of the City directing investments as a certification to the Trustee that such investments are legal investment), but only to the extent that the same are acquired at Fair Market Value: A. Direct obligations of the United States of America (including obligations issued or held in bookentry form on the books of the Department of the Treasury, and CATS and TIGRS) or obligations the principal of and interest on which are unconditionally guaranteed by the United States of America. C-6 B. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following federal agencies and provided such obligations are backed by the full faith and credit of the United States of America (stripped securities are only permitted if they have been stripped by the agency itself): 1. U.S. Export-Import Bank (Eximbank) Direct obligations or fully guaranteed certificates of beneficial ownership 2. Farmers Home Administration (FmHA) Certificates of beneficial ownership 3. Federal Financing Bank 4. Federal Housing Administration Debentures (FHA) 5. General Services Administration Participation certificates 6. Government National Mortgage Association (GNMA or “Ginnie Mae”) GNMA - guaranteed mortgage-backed bonds GNMA - guaranteed pass-through obligations (not acceptable for certain cash-flow sensitive issues.) 7. U.S. Maritime Administration Guaranteed Title XI financing 8. U.S. Department of Housing and Urban Development (HUD) Project Notes Local Authority Bonds New Communities Debentures - U.S. government guaranteed debentures U.S. Public Housing Notes and Bonds - U.S. government guaranteed public housing notes and Bonds C. Bonds, debentures, notes or other evidence of indebtedness issued or guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped securities are only permitted if they have been stripped by the agency itself): 1. Federal Home Loan Bank System Senior debt obligations 2. Federal Home Loan Mortgage Corporation (FHLMC or “Freddie Mac”) Participation Certificates Senior debt obligations 3. Federal National Mortgage Association (FNMA or “Fannie Mae”) Mortgage-backed securities and senior debt obligations 4. Student Loan Marketing Association (SLMA or “Sallie Mae”) Senior debt obligations 5. Resolution Funding Corp. (REFCORP) obligations C-7 6. Farm Credit System Consolidated systemwide bonds and notes D. Money market funds registered under the Federal Investment Company Act of 1940, whose shares are registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAA-m; or AA-m and if rated by Moody’s rated Aaa, Aa1 or Aa2, including funds for which the Trustee or any affiliate of the Trustee provides investment advisory or other management services. E. Certificates of deposit secured at all times by collateral described in (A) and/or (B) above or collateral that may be used by a national bank purposes of satisfying its obligations to collateralize pursuant to the federal law. Such certificates must be issued by commercial banks, savings and loan associations or mutual savings banks. The collateral must be held by a third party and the Trustee or bondholders must have a perfected first security interest in the collateral. F. Certificates of deposit, savings accounts, deposit accounts or money market deposits which are fully insured by FDIC, including BIF and SAIF, including those of the Trustee or any affiliate of the Trustee. G. Investment Agreements, including GICs, Forward Purchase Agreements and Reserve Fund Put Agreements. H. Commercial paper rated, at the time of purchase, “Prime - 1” by Moody’s and “A-1” or better by S&P. I. Bonds or notes issued by any state or municipality which are rated by Moody’s and S&P in one of the two highest rating categories assigned by such agencies. J. Deposit accounts, money-market deposits, federal funds or bankers acceptances with a maximum term of one year of any bank which has an unsecured, uninsured and unguaranteed obligation rating of “Prime - 1” or “A3” or better by Moody’s and “A-1” or “A” or better by S&P. K. Repurchase Agreements (“repos”) for 30 days or less must follow the following criteria. Repurchase agreements provide for the transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee (buyer/lender), and the transfer of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the securities at a specified date. 1 Repos must be between the Trustee and a dealer bank or securities firm a. Primary dealers on the Federal Reserve reporting dealer list which are rated A or better by Standard & Poor’s Corporation and Moody’s Investors Services, or b. Banks rated “A” or above by Standard & Poor’s Corporation and Moody’s Investor Services. C-8 2. The written repo contract must include the following: a. Securities which are acceptable for transfer are: (1) Direct U.S. governments, or (2) Federal agencies backed by the full faith and credit of the U.S. government (and FNMA & FHLMC) b. The term of the repo may be up to 30 days c. The collateral must be delivered to the Trustee (if Trustee is not supplying the collateral) or third party acting as agent for the Trustee (if the Trustee is supplying the collateral) before/simultaneous with payment (perfection by possession of certificated securities). d. Valuation of Collateral (1) The securities must be valued weekly, marked-to-market at the current market price plus accrued interest (a) 3. Legal opinion which must be delivered to the Financing Authority and to the Trustee: a. L. The value of collateral must be equal to 104% of the amount of cash transferred by the Trustee to the dealer bank or security firm under the repo plus accrued interest. If the value of securities held as collateral slips below 104% of the value of the cash transferred by the Trustee, then additional cash/or acceptable securities must be transferred. If, however, the securities used as collateral are FNMA or FHLMC, then the value of collateral must equal 105%. Repo meets guidelines under state law for legal investment of public funds. Local Agency Investment Fund of the State of California (“LAIF”), created pursuant to Section 16429.1 of the California Government Code. Purchase Price means the amount to be paid by the City as the purchase price of the Improvements, being equal to the aggregate principal amount of the Bonds. Rate Stabilization Fund means the fund by that name established in the Installment Sale Agreement. Record Date means, with respect to any Interest Payment Date, the fifteenth (15th) calendar day of the month preceding such Interest Payment Date. Redemption Fund means the fund by that name established and held by the Trustee pursuant to the Indenture. Registration Books means the books maintained by the Trustee for the registration and transfer of ownership of the Bonds. C-9 Reserve Funds means all reserve funds, if any, established to secure the interest on and principal of all Parity Obligations. Responsible Officer means any Vice President, Assistant Vice President or Trust Officer or any other officer of the Trustee having regular responsibility for corporate trust matters related to the Indenture. Revenue Fund means the fund by that name established and held by the Trustee pursuant to the Indenture. Revenues means (a) all amounts received by the Financing Authority or the Trustee pursuant or with respect to the Installment Sale Agreement, including, without limiting the generality of the foregoing, all of the Installment Payments (including both timely and delinquent payments, any late charges, and whether paid from any source), prepayments, insurance proceeds, condemnation proceeds, but excluding any Additional Payments; (b) all moneys and amounts held in the funds and accounts established under the Indenture; and (c) investment income with respect to any moneys held by the Trustee under the Indenture. S&P means Standard & Poor’s, a division of McGraw-Hill, Inc., a corporation organized and existing under the laws of the State of New York, its successors and their assigns, or, if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, any other nationally recognized securities rating agency designated by the Financing Authority. SIFMA Index means Securities Industry and Financial Markets Association Municipal Swap Index announced by Municipal Market Data on the rate determination date and based upon the weekly interest rate resets of tax-exempt variable rate issues included in a database maintained by Municipal Market Data which meets specified criteria established by the Securities Industry and Financial Markets Association or, if such index is no longer published such other equivalent index selected by the City and approved by the Trustee. Securities Depositories means The Depository Trust Company, 55 Water Street, New York, New York 10041, Fax-(212) 855-1000 or 7320; and, in accordance with then current guidelines of the Securities and Exchange Commission, such other addresses and/or such other securities depositories as the Financing Authority may designate in a Written Request of the Financing Authority delivered to the Trustee. State means the State of California. Supplemental Indenture means any indenture, agreement, resolution or other instrument hereafter duly adopted or executed in accordance with the provisions of the Indenture. Tax Code means the Internal Revenue Code of 1986 as in effect on the date of issuance of the Bonds or (except as otherwise referenced herein) as it may be amended to apply to obligations issued on the date of issuance of the Bond, together with applicable proposed, temporary and final regulations promulgated, and applicable official public guidance published, under the Code. Tax Regulations means temporary and permanent regulations promulgated under or with respect to Section 103 of the Tax Code. Term of the Installment Sale Agreement means the time during which the Installment Sale Agreement is in effect, as provided in the Installment Sale Agreement. C-10 Trustee means U.S. Bank National Association, appointed by the Financing Authority to act as trustee under the Indenture, and its assigns or any other corporation or association which may at any time be substituted in its place, as provided in the Indenture. 2004 Bonds means the $10,335,000 Redondo Beach Public Financing Authority Revenue Bonds, 2004 Series A (City of Redondo Beach Wastewater System Financing Project issued by the Authority pursuant to the 2004 Indenture. 2004 Indenture means the Indenture of Trust, dated as of May 1, 2004, by and between the Authority and the Trustee relating to the 2004 Bonds. 2004 Trustee means U.S. Bank National Association, as trustee under the 2004 Indenture. Wastewater Enterprise means the entire wastewater system of the City, including all facilities, properties and improvements at any time owned, controlled or operated by the City for the treatment of wastewater, and any necessary lands, rights, entitlements and other property useful in connection therewith, together with all extensions thereof and improvements thereto at any time acquired, constructed or installed by the City, including the Improvements. Wastewater Enterprise Fund means the fund by that name held by the City. Written Certificate, Written Request and Written Requisition of the Financing Authority or the City mean, respectively, a written certificate, request or requisition signed in the name of the Financing Authority or the City by its Authorized Representative. Any such instrument and supporting opinions or representations, if any, may, but need not, be combined in a single instrument with any other instrument, opinion or representation, and the two or more so combined shall be read and construed as a single instrument. SUMMARY OF CERTAIN PROVISIONS OF THE INSTALLMENT SALE AGREEMENT The Installment Sale Agreement provides the terms of the sale and purchase of the Improvements by the City and the payment of the Installment Payments from the sources and to the extent required under the Installment Sale Agreement. Certain of the provisions of the Installment Sale Agreement are summarized below. This summary does not purport to be complete or definitive and is qualified in its entirety by reference to the full terms of the Installment Sale Agreement. Installment Purchase and Sale of the Improvements Pursuant to the Installment Sale Agreement, in consideration for the issuance of the Bonds, the City agrees to sell, transfer and convey to the Financing Authority all of the City’s right, title and interest in and to the Improvements, and the Financing Authority agrees to purchase the Improvements from the City. In consideration for the Installment Payments and other consideration set forth in the Installment Sale Agreement, the Financing Authority agrees to sell, transfer and convey to the City all of the Financing Authority’s right, title and interest in and to the Improvements, and the City agrees to purchase the Improvements from the Financing Authority, upon the terms and conditions set forth in the Installment Sale Agreement. Subject to provisions of the Installment Sale Agreement, the City and the Financing Authority agree that title to the Improvements shall be deemed conveyed to and vested in the City. C-11 Effective Date; Duration The Installment Sale Agreement shall commence on the Closing Date, and shall end on the date on which the City shall have paid all of the Installment Payments and all other amounts due and payable thereunder. Purchase Price; Installment Payments The City agrees to pay to the Financing Authority, its successors and assigns, but solely from the Net Revenues and other funds pledged under the Installment Sale Agreement, the Purchase Price, together with interest on the unpaid principal balance, payable in Installment Payments coming due and payable in the respective amounts and on the respective Installment Payment Dates specified in Exhibit A to the Installment Sale Agreement. The Installment Payments will be paid by the City to the Trustee, as assignee of the Financing Authority pursuant to the Indenture, in the amounts and at the times as set forth in the Installment Sale Agreement. The City will receive a credit against any Installment Payment due to the extent of any monies on deposit in the Bond Service Fund on the applicable Installment Payment Date. In the event that the City prepays all remaining Installment Payments in full, the City’s obligations under the Installment Sale Agreement will cease and terminate; provided, however, that the City’s obligations to compensate and indemnify the Trustee will survive such prepayment. In the event that the City prepays the Installment Payments in part but not in whole, the principal component of each succeeding Installment Payment will be reduced as determined by the City in writing, and the interest component of each remaining Installment Payment shall be reduced by the aggregate corresponding amount of interest which would otherwise be payable on the Bonds thereby redeemed pursuant to the Indenture. In any event, the remaining Installment Payments will equal in time and amount the remaining debt service on the Bonds. In the event the City should fail to make any of the payments required under the Installment Sale Agreement, the payment in default will continue as an obligation of the City until the amount in default has been fully paid, and the City agrees to pay the same with interest thereon, from the date of default to the date of payment, at a rate of interest per annum equal to the rate borne by the Outstanding Bonds. The City understands and agrees that all Installment Payments have been assigned by the Financing Authority to the Trustee in trust, pursuant to the Indenture, for the benefit of the Owners of the Bonds, and the City assents to such assignment. Obligations of the City Unconditional The City’s obligation to pay the Installment Payments, the Additional Payments and any other amounts coming due and payable under the Installment Sale Agreement is a special obligation of the City limited solely to the Net Revenues. Under no circumstances is the City required to advance moneys derived from any source of income other than the Net Revenues and other sources specifically identified in the Installment Sale Agreement for the payment of the Installment Payments and the Additional Payments, nor is any other funds or property of the City liable for the payment of the Installment Payments and the Additional Payments and any other amounts coming due and payable under the Installment Sale Agreement. The obligations of the City to make the Installment Payments and the Additional Payments from the Net Revenues and to perform and observe the other agreements contained is absolute and unconditional and is not subject to any defense or any right of setoff, counterclaim or recoupment arising out of any breach of the City, the Financing Authority or the Trustee of any obligation to the City or C-12 otherwise with respect to the Wastewater Enterprise. Until such time as all of the Installment Payments, all of the Additional Payments and all other amounts coming due and payable under the Installment Sale Agreement have been fully paid or prepaid, the City (a) will not suspend or discontinue payment of any Installment Payments, Additional Payments or such other amounts, (b) will perform and observe all other agreements contained in the Installment Sale Agreement, and (c) will not terminate the Term of the Installment Sale Agreement for any cause, including, without limiting the generality of the foregoing, the occurrence of any acts or circumstances that may constitute failure of consideration, eviction or constructive eviction, destruction of or damage to the Wastewater Enterprise, sale of the Wastewater Enterprise, the taking by eminent domain of title to or temporary use of any component of the Wastewater Enterprise, commercial frustration of purpose, any change in the tax or law other laws of the United States of America or the State or any political subdivision of either thereof or any failure of the Financing Authority or the Trustee to perform and observe any agreement, whether express or implied, or any duty, liability or obligation arising out of or connected with the Indenture or the Installment Sale Agreement. Pledge of Net Revenues All of the Net Revenues, and all moneys on deposit in the Revenue Fund, are irrevocably pledged, charged and assigned to the punctual payment of the Installment Payments and any Parity Obligations, and except as otherwise provided in the Installment Sale Agreement the Net Revenues and such other funds will not be used for any other purpose so long as any of the Installment Payments remain unpaid. Such pledge, charge and assignment constitutes a first lien on the Net Revenues and such other moneys for the payment of the Installment Payments and any Parity Obligations in accordance with the terms of the Installment Sale Agreement. Allocation of Net Revenues All of the Gross Revenues will be deposited by the City immediately upon receipt in the Wastewater Enterprise Fund. Operation and Maintenance Costs will be paid out of the Wastewater Enterprise Fund as such payments become due and payable. On or before each Installment Payment Date, the City will withdraw from the Wastewater Enterprise Fund, and transfer to the Trustee first, (on a parity with the transfers for the payment of principal of or interest on any Parity Obligations), without preference or priority as to any Parity Obligations, for deposit in the Revenue Fund, an amount of Net Revenues which, together with the balance then on deposit in the Bond Service Fund for the Bonds (other than amounts resulting from the prepayment of the Installment Payments and other than amounts required for payment of principal of or interest on any Bonds which have matured or been called for redemption but which have not been presented for payment), is equal to the aggregate amount of the Installment Payments coming due and payable on the next succeeding Interest Payment Date, and second, any amounts required to restore the balance in a Parity Obligation Reserve Fund, if any, to its reserve requirement, without preference or priority as to any Parity Obligations, and ratably among Parity Obligation Reserve Funds, if insufficient funds to restore all Parity Obligation Reserve Funds. If prior to an Installment Payment Date, the City has determined that Net Revenues will be insufficient in amount to pay in full the Installment Payments next coming due under the Installment Sale Agreement and other principal and interest payments next coming due for any Parity Obligations, then amounts transferred to the Trustee from the Wastewater Enterprise Fund to the Revenue Fund and to the trustees for the Parity Obligations will be made ratably without preference or priority among the Installment Payments and such other principal and interest payments for any Parity Obligations. The City will manage, conserve and apply the Gross Revenues on deposit in the Wastewater Enterprise Fund in such a manner that all deposits required to be made above will be made at the times and in the amounts so required. Subject to the foregoing sentence, so long as no Event of Default has C-13 occurred and is continuing under the Installment Sale Agreement or under any documents governing the Parity Obligations, the City may use and apply Net Revenues in the Wastewater Enterprise Fund for (i) deposits to the Rate Stabilization Fund, (ii) the payment of Additional Payments, (iii) the payment of any subordinate obligations or any unsecured obligations, (iv) the acquisition and construction of extensions and betterments to the Wastewater Enterprise, (v) the prepayment of any obligations of the City relating to the Wastewater Enterprise, or (vi) any other lawful purposes of the Wastewater Enterprise Fund. Additional Payments In addition to the Installment Payments, the City shall pay when due all costs and expenses incurred by the Financing Authority to comply with the provisions of the Indenture, including without limitation all Costs of Issuance (to the extent not paid from amounts on deposit in the Costs of Issuance Fund), and shall pay to the Trustee upon request therefor all compensation for fees due to the Trustee and all of its costs and expenses payable as a result of the performance of and compliance with its duties under the Installment Sale Agreement or under the Indenture or any related documents, together with all amounts required to indemnify the Trustee pursuant to the Indenture, and all costs and expenses of attorneys, auditors, engineers and accountants, but only to the extent permitted by law. Superior and Subordinate Obligations The City will not issue or incur any additional bonds or other obligations during the Term of the Installment Sale Agreement having any priority in payment of principal or interest out of the Net Revenues over the Installment Payments. Nothing is intended or will be construed to limit or affect the ability of the City to issue or incur (a) Parity Obligations pursuant to the Installment Sale Agreement, or (b) obligations which are either unsecured or which are secured by an interest in the Net Revenues which is junior and subordinate to the pledge of and lien upon the Net Revenues established under the Installment Sale Agreement. Issuance of Parity Obligations In addition to the Installment Payments, the City may issue or incur other bonds, notes, loans, advances or indebtedness payable from Net Revenues on a parity with the Installment Payments to provide financing for the Wastewater Enterprise in such principal amount as will be determined by the City. The City may issue or incur any such Parity Obligations subject to the following specific conditions which are made conditions precedent to the issuance and delivery of such Parity Obligations: (a) No Event of Default has occurred and is continuing, and the City will deliver a certificate to that effect to the Trustee; (b) The Net Revenues, calculated in accordance with accounting principles consistently applied, as shown by the books of the City for the latest Fiscal Year or as shown by the books of the City for any more recent twelve (12) month period selected by the City, in either case verified by a certificate or opinion of an Independent Accountant employed by the City, plus (at the option of the City) the Additional Revenues, will be at least equal to one hundred twenty percent (120%) of the amount of the Maximum Annual Debt Service; and (c) The trustee or fiscal agent for such Parity Obligations will be the same entity performing the functions of Trustee under the Indenture. Notwithstanding the foregoing provisions, there are no limitations on the ability of the City to issue any Parity Obligations at any time to refund any outstanding Bonds or any outstanding Parity C-14 Obligations provided such issuance of Parity Obligations produces annual debt service savings to the City. The provisions of subsection (b) will not apply to the portion of Parity Obligations to the extent the proceeds of such Parity Obligations will be deposited in an irrevocable escrow for the purpose of paying the principal of and interest and premium (if any) on such Parity Obligations. Investments All monies in the Wastewater Enterprise Fund may be invested by the City from time to time in any Authorized Investment. Covenants Rates and Charges. The City will fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Wastewater Enterprise during each Fiscal Year, which are at least sufficient, after making allowances for contingencies and error in the estimates, to yield Gross Revenues sufficient to pay the following amounts in the following order of priority: (a) All Operation and Maintenance Costs estimated by the City to become due and payable in such Fiscal Year; (b) All Installment Payments and payments of principal of and interest on any Parity Obligations as they become due and payable during such Fiscal Year, without preference or priority, except to the extent Installment Payments or interest on any Parity Obligations are payable from proceeds of the Bonds or Parity Obligations deposited for such purpose; provided, however, if interest on any Parity Obligations is reasonably anticipated to be reimbursed to the City by the United States of America pursuant to Section 54AA of the Code, or any future similar program, then interest payments with respect to such Parity Obligations will be reduced by the amount of such interest reasonably anticipated to be paid or reimbursed by the United States of America; (c) All amounts, if any, required to restore the balance in any Parity Obligation Reserve Fund, if any, to the full amount of its reserve requirement; and (d) All payments required to meet any other obligations of the City which are charges, liens, encumbrances upon, or which are otherwise payable from, the Net Revenues during such Fiscal Year. In addition, the City will fix, prescribe, revise and collect rates, fees and charges for the services and facilities furnished by the Wastewater Enterprise during each Fiscal Year which are sufficient to yield Net Revenues which are at least equal to one hundred twenty percent (120%) of the amount described in the preceding clauses (b) and (c) for such Fiscal Year. Wastewater Enterprise. The City covenants that the Wastewater Enterprise will not be encumbered, sold, leased, pledged, any charge placed thereon, or otherwise disposed of, as a whole or substantially as a whole unless and until the Trustee receives a written opinion of Bond Counsel to the effect that such sale, lease or disposition will not adversely affect the exclusion of the interest on any Bond from the gross income of the owner thereof for federal income tax purposes. Neither the Net Revenues nor any other funds pledged or otherwise made available to secure payment of the Installment Payments will be mortgaged, encumbered, sold, leased, pledged, any charge placed thereon, or disposed or used except as authorized by the terms of the Installment Sale Agreement. The City will not enter into any agreement which impairs the operation of the Wastewater Enterprise or any part of it necessary to C-15 secure adequate Net Revenues to pay the Installment Payments, or which otherwise would impair the rights of the Bond Owners and the owners of any Parity Obligations with respect to the Net Revenues. If any substantial part of the Wastewater Enterprise is sold, the payment therefor will either (a) be used for the acquisition or construction of improvements, extensions or replacements of facilities constituting part of the Wastewater Enterprise, or (b) to the extent not so used, be paid to the Trustee to be applied to pay or prepay the Installment Payments or any Parity Obligations, in accordance with written instructions of the City filed with the Trustee. Insurance. The City will maintain or cause to be maintained, throughout the Term of the Installment Sale Agreement, but only if and to the extent available at reasonable cost from reputable insurers, a standard comprehensive general insurance policy or policies in protection of the Financing Authority, the City and their respective members, officers, agents and employees. Said policy or policies will provide for indemnification of said parties against direct or contingent loss or liability for damages for bodily and personal injury, death or property damage occasioned by reason of the operation of the Wastewater Enterprise. The City will procure and maintain, or cause to be procured and maintained, throughout the Term of the Installment Sale Agreement, but only in the event and to the extent available from reputable insurers at reasonable cost, casualty insurance against loss or damage to any improvements constituting any part of the Wastewater Enterprise, covering such hazards as are customarily covered with respect to works and property of like character. Said policy or policies will provide coverage in the such limits and shall be subject to such deductibles as is customary with respect to works and property of a like character. Such liability insurance may be maintained as part of or in conjunction with any other insurance coverage carried by the City, and may be maintained in whole or in part in the form of self-insurance by the City, subject to the provisions of the Installment Sale Agreement, or in the form of the participation by the City in a joint powers agency or other program providing pooled insurance. The proceeds of such liability insurance will be applied toward extinguishment or satisfaction of the liability with respect to which such proceeds will have been paid. All amounts collected from insurance against accident to or destruction of any portion of the Wastewater Enterprise will be used to repair, rebuild or replace such damaged or destroyed portion of the Wastewater Enterprise, and to the extent not so applied, will be paid to the Trustee to be applied to pay or prepay the Installment Payments (and the Bonds, under the Indenture) or any Parity Obligations, in accordance with written instructions of the City filed with the Trustee. Eminent Domain. Any amounts received as awards as a result of the taking of all or any part of the Wastewater Enterprise by the lawful exercise of eminent domain, at the election of the City (evidenced by a Written Certificate of the City filed with the Trustee and the Financing Authority) will either (a) be used for the acquisition or construction of improvements and extension of the Wastewater Enterprise, or (b) be paid to the Trustee to be applied to pay or prepay the Installment Payments (and the Bonds, under the Indenture) or any Parity Obligations, in accordance with written instructions of the City filed with the Trustee. Against Competitive Facilities. To the extent that it can so legally obligate itself, the City covenants that it will not acquire, construct, maintain or operate and will not, to the extent permitted by law and within the scope of its powers, permit any other public or private agency, corporation, district or political subdivision or any person whomsoever to acquire, construct, maintain or operate within the territory of the City any wastewater system competitive with the Wastewater Enterprise. Tax Covenants. The City and the Financing Authority covenant not to take any action, or fail to take any action, if such action or failure to take action would adversely affect the exclusion from gross income of the interest payable on the Bonds under Section 103 of the Code. The City and the Financing Authority will not use or permit the use of any of the funds provided from the sale of the Bonds by the C-16 Trustee or any other funds of the City, directly or indirectly, or direct the Trustee to invest any funds held by it under the Indenture or the Installment Sale Agreement, in such manner as would, or enter into, or allow any “related person” (as defined in Section 144(a)(3) of the Code) to enter into, any arrangement, formal or informal, for the purchase of the Bonds that would, or take or omit to take any other action that would, cause any Bond to be an “arbitrage bond” within the meaning of Section 148 of the Code. The City covenants not use or permit the use of the Improvements by any Person in such manner or to such extent as would result in loss of the exclusion from gross income of the interest component of the Installment Payments under Section 103 of the Code. Continuing Disclosure. The City will comply with the continuing disclosure requirements promulgated under Securities and Exchange Commission Rule 15c2-12(b)(5) and comply with the terms and provisions of the Continuing Disclosure Agreement. Amendments The City and the Financing Authority have the right to modify or amend the Installment Agreement, without the consent of the Trustee or any of the Bond Owners or any of the owners of Parity Obligations, but only if such amendment or modification (a) does not cause interest represented by the Bonds to be includable in gross income for federal income tax purposes in the opinion of Bond Counsel, (b) does not materially adversely affect the interests of the Owners of the Bonds or the owners of any Parity Obligations in the opinion of Bond Counsel, (c) does not modify any of the rights or obligations of the Trustee without the Trustee’s written consent, and (d) only is for any one or more of the following purposes (i) to provide for the issuance of Parity Obligations, (ii) to add to the covenants and agreements of the City contained in the Installment Sale Agreement, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power herein reserved to or conferred upon the City, (iii) to cure any ambiguity, or to cure, correct or supplement any defective provision contained therein, or in any other respect whatsoever as the Financing Authority and the City may deem necessary or desirable, or (iv) to amend any provision thereof for the purpose of complying with the applicable requirements of the Tax Code. Prepayment The City may exercise its option to prepay the principal components of the Installment Payments in whole or in part (in integral multiples of $5,000) to the extent the Financing Authority has the ability to effect an optional redemption of the Bonds under the Indenture or from insurance or eminent domain proceeds. The City will give the Trustee and the Financing Authority written notice of its intention to exercise its option not less than sixty (60) days in advance of the date of exercise (or such lesser period of time as will be consented to by the Trustee and the Financing Authority). Any such prepayment price will be deposited by the Trustee in the Redemption Fund to be applied to the redemption of Bonds pursuant to the Indenture. Rate Stabilization Fund From time to time the City may deposit in the Rate Stabilization Fund from Net Revenues remaining, after making the allocation for Installment Payments and parity payments for Parity Obligations, such amounts as the City shall determine, provided that deposits with respect to any Fiscal Year may be made at any time during such Fiscal Year and until (but not after) the day which is 180 days following the end of such Fiscal Year. The City may withdraw amounts from the Rate Stabilization Fund for inclusion in Gross Revenues for any Fiscal Year, or for any other lawful purpose of the Wastewater Enterprise, such withdrawals to be made at any time during such Fiscal Year and until (but not after) the day which is 180 days after the end of such Fiscal Year. All interest or other earnings upon deposits in C-17 the Rate Stabilization Fund may be withdrawn therefrom and accounted for as Gross Revenues. Amounts on deposit in the Rate Stabilization Fund do not constitute Gross Revenues until withdrawn and returned to the Wastewater Enterprise Fund. Events of Default Events of Default and Acceleration of Maturities. The following events shall be Events of Default under the Installment Sale Agreement: (a) failure by the City to pay any Installment Payment when and as the same become due and payable under the Installment Sale Agreement; (b) failure by the City to pay any Additional Payment when due and payable thereunder, and the continuation of such failure for a period of thirty (30) days, (c) failure by the City to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in the preceding causes (a) or (b), for a period of ninety (90) days after written notice specifying such failure and requesting that it be remedied has been given to the City by the Financing Authority or the Trustee; provided, however, that if the City will notify the Financing Authority and the Trustee that in its reasonable opinion the failure stated in the notice can be corrected, but not within such 90-day period, such failure will not constitute an event of default thereunder if the City commences to cure such failure within such ninety (90) day period and thereafter diligently and in good faith cures such failure in a reasonable period of time, (d) the filing by the City of a voluntary petition in bankruptcy, or failure by the City promptly to lift any execution, garnishment or attachment, or adjudication of the City as a bankrupt, or assignment by the City for the benefit of creditors, or the entry by the City into an agreement of composition with creditors, or the approval by a court of competent jurisdiction of a petition applicable to the City in any proceedings instituted under the provisions of the Federal Bankruptcy Code, as amended, or under any similar acts which may thereafter be enacted. Whenever any Event of Default has happened and is continuing, the Trustee as assignee of the Financing Authority will have the right, at its option and without any further demand or notice, but subject in all respects to the provisions of the Indenture, to: (a) declare all principal components of the unpaid Installment Payments, together with accrued interest thereon at the net effective rate of interest per annum then borne by the Outstanding Bonds from the immediately preceding Interest Payment Date on which payment was made, to be immediately due and payable, whereupon the same will immediately become due and payable; (b) take whatever action at law or in equity may appear necessary or desirable to collect the Installment Payments then due or thereafter to become due during the Term of the Installment Sale Agreement, or enforce performance and observance of any obligation, agreement or covenant of the City under the Installment Sale Agreement; and (c) as a matter of right, in connection with the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and the Bond Owners under the Indenture, cause the appointment of a receiver or receivers of the Net Revenues and other amounts pledged thereunder, with such powers as the court making such appointment shall confer. The provisions of the preceding clause (a), however, are subject to the condition that if, at any time after the principal components of the unpaid Installment Payments have been so declared due and payable pursuant to the preceding clause (a), and before any judgment or decree for the payment of the moneys due shall have been obtained or entered, the City will deposit with the Trustee a sum sufficient to pay all principal components of the Installment Payments coming due prior to such declaration and all matured interest components (if any) of the Installment Payments, with interest on such overdue principal and interest components calculated at the net effective rate of interest per annum then borne by the Outstanding Bonds, and the reasonable fees and expenses of the Trustee (including any fees and expenses of its attorneys), and any and all other defaults known to the Trustee (other than in the payment of the principal and interest components of the Installment Payments due and payable solely by reason of such declaration) will have been made good, then, and in every such case, with the written consent of the C-18 Financing Authority, the Trustee will 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. The Trustee shall be required to exercise the remedies provided herein in accordance with the Indenture. SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE The Indenture sets forth the terms of the Bonds, the nature and extent of their security, various rights of the Owners of the Bonds, rights, duties and immunities of the Trustee and the rights and obligations of the City and the Financing Authority. Certain provisions of the Indenture are summarized below. Other provisions are summarized in this Official Statement under the captions “THE BONDS” and “SECURITY FOR THE BONDS.” This summary does not purport to be complete or definitive and is qualified in its entirety by reference to the full terms of the Indenture. Transfer and Exchange of Bonds The registration of any Bond may, in accordance with its terms, be transferred upon the Registration Books by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the Office of the Trustee, accompanied by delivery of a written instrument of transfer in a form acceptable to the Trustee, duly executed. Whenever any Bond or Bonds is surrendered for registration of transfer, the Trustee will execute and deliver a new Bond or Bonds of the same maturity, interest rate and aggregate principal amount, in any authorized denominations. The Financing Authority will pay all costs of the Trustee incurred in connection with any such transfer, except that the Trustee may require the payment by the Bond Owner of any tax or other governmental charge required to be paid with respect to such transfer. Bonds may be exchanged at the Office of the Trustee, for a like aggregate principal amount of Bonds of other authorized denominations of the same interest rate and maturity. The Financing Authority will pay all costs of the Trustee incurred in connection with any such exchange, except that the Trustee may require the payment by the Bond Owner requesting such exchange of any tax or other governmental charge required to be paid with respect to such exchange. The Trustee may refuse to transfer or exchange either (i) any Bond during the period established by the Trustee for the selection of Bonds for redemption or (ii) the portion of any Bond which the Trustee has selected for redemption. Pledge and Assignment All Revenues and any other amounts (including proceeds of the sale of the Bonds) held by the Trustee in any fund or account established under the Indenture are irrevocably pledged to the payment of the interest and premium, if any, on and principal of the Bonds as provided in the Indenture, and the Revenues will not be used for any other purpose while any Bonds remain Outstanding; provided, however, that out of the Revenues and other moneys of the Wastewater Enterprise there may be applied such sums for such purposes as are permitted under the Indenture. Such pledge constitutes a first pledge of and charge and lien upon the Revenues and all other moneys on deposit in the funds and accounts established under the Indenture for the payment of the interest on and principal of the Bonds, in accordance with their terms and the terms of the Indenture. To carry out and effectuate the pledge, charge and lien on the Revenues of the Wastewater Enterprise provided in the Indenture, the Financing Authority agrees and covenants that, with respect to the Wastewater Enterprise, all Revenues when and as received shall be received by the Financing Authority in trust for the benefit of the holders of the Bonds and will be deposited when and as received by the Financing Authority in the Revenue Fund created under the Indenture and which funds the C-19 Financing Authority agrees and covenants to maintain with the Trustee so long as any Bonds are Outstanding. All Revenues will be accounted for through and held in trust in the Revenue Fund, and the Financing Authority has no beneficial right or interest in any of the Revenues except only as provided in the Indenture. The Financing Authority assigns to the Trustee, on behalf of the Owners, all of the Financing Authority’s right, title and interest to and in the Revenues. This assignment is an assignment of all of the Financing Authority’s right, title and interest in and to the Revenues, and such right, title and interest, and the Revenues constitute property of the Trustee on behalf of the Owners of the Bonds. Subject to the Indenture, all Revenues the Trustee collects and receives will be applied to the payment of principal of and interest and premium (if any) on the Bonds equally, without priority for series, issue, number or maturity date, in accordance with the terms hereof. So long as any of the Bonds are Outstanding, the Revenues and such moneys will not be used for any other purpose; except that a portion of the Revenues may be used for purposes as expressly permitted by the Indenture. Fund and Accounts Cost of Issuance Fund. The Trustee will establish, maintain and hold in trust a separate fund to be known as the “Costs of Issuance Fund.” Except as otherwise provided in the Indenture, moneys in the Costs of Issuance Fund will be used solely for the payment of the Costs of Issuance. The Trustee will disburse moneys in the Costs of Issuance Fund from time to time to pay Costs of Issuance (or to reimburse the Financing Authority for payment of Costs of Issuance) upon receipt by the Trustee of a Written Request of the Financing Authority, substantially in the form of the first such request delivered by the Financing Authority to the Trustee on the Closing Date, which: (a) states with respect to each disbursement to be made (i) the requisition number, (ii) the name and address of the person, firm or corporation to whom payment will be made, (iii) the amount to be disbursed, (iv) that each obligation mentioned therein is a proper charge against the Costs of Issuance Fund and has not previously been disbursed by the Trustee from amounts in the Costs of Issuance Fund, and (v) that the amount of such disbursement is for payment of Costs of Issuance incurred and payable by the Financing Authority; (b) specifies in reasonable detail the nature of the obligation; and (c) is accompanied by a bill or statement of account (if any) for each obligation. Upon the earlier of 90 days from the Closing Date, or the filing with the Trustee of a Written Certificate of the Financing Authority stating that all Costs of Issuance have been paid, the Trustee will withdraw all amounts then on deposit in the Costs of Issuance Fund and transfer such amounts to the Bond Service Fund and the Trustee will close the Costs of Issuance Fund. Revenue Fund.. Except with regard to the deposit of earnings on investments, all of the Revenues shall be deposited by the Trustee immediately upon receipt in the Revenue Fund (which the Trustee will establish and hold in trust). Amounts in the Revenue Fund will be applied solely for the uses and purposes set forth in the Indenture. The Trustee will withdraw amounts on deposit in the Revenue Fund and apply such amounts at the times and for the purposes, and in the following priority, first to the Bond Service Fund, and second to the Redemption Fund. Bond Service Fund. On or before the twenty-fifth (25th) calendar day of the month preceding each Interest Payment Date, so long as any Bonds remain Outstanding, the Trustee will withdraw from the Revenue Fund and deposit into the Bond Service Fund (which the Trustee will establish and hold in trust) an amount which, together with other available amounts then on deposit in the Bond Service Fund, is at least equal to the sum of (i) the aggregate amount of principal of and interest coming due and payable on the Bonds on such Interest Payment Date, and (ii) the redemption price of the Term Bonds coming due and payable on such Interest Payment Date by operation of mandatory sinking fund redemption. Amounts in the Bond Service Fund will be applied by the Trustee solely for the purpose of paying the principal of and interest on the Outstanding Bonds when and as such principal and interest becomes due C-20 and payable (including accrued interest on any Bonds purchased or redeemed), and for the purpose of paying the principal of the Term Bonds at the maturity thereof or upon the mandatory sinking fund redemption. If after all of the Bonds have been paid or deemed to have been paid, there are moneys remaining in the Bond Service Fund, such moneys will be transferred by the Trustee to the City, after the payment of any outstanding fees and expenses of the Trustee. Redemption Fund. The Trustee will deposit into the Redemption Fund all amounts required to redeem any Bonds which are subject to optional redemption when and as such amounts become available. Amounts in the Redemption Fund will be applied by the Trustee solely for the purpose of paying the redemption price of Bonds to be optionally redeemed. Following any such redemption of all of the Bonds, any moneys remaining in the Redemption Fund will be transferred by the Trustee to the City. Investment of Moneys All moneys in any of the funds or accounts established with the Trustee pursuant to the Indenture will be invested by the Trustee solely in Permitted Investments, as directed pursuant to the Written Request of the City filed with the Trustee at least two (2) Business Days in advance of the making of such investments. In the absence of any such directions from the City, the Trustee will invest any such moneys in Permitted Investments described in paragraph (D) of the definition thereof. Obligations purchased as an investment of moneys in any fund will be deemed to be part of such fund or account. All interest or gain derived from the investment of amounts in any of the funds or accounts established under the Indenture will be deposited in the fund or account from which such investment was made; except that all interest or gain derived from the investment of amounts in the Reserve Fund will be deposited in the Bond Service Fund. Covenants Tax Covenants. Under the provisions of the Installment Sale Agreement, the City and the Financing Authority have undertaken certain covenants with respect to the exclusion of the interest component of Installment Payments from the gross income of the owner thereof for federal income tax purposes. Said provision also restricts assignment of the Installment Sale Agreement by the Financing Authority unless the assignee, other than the Trustee, will have assumed and undertaken the obligations of the Financing Authority. Accounting Records and Reports. The Trustee will at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with corporate trust industry standards, in which accurate entries will be made of all transactions made by it relating to the proceeds of Bonds, the Revenues, the Installment Sale Agreement, and all funds and accounts held by the Trustee under the Indenture. Such books of record and account shall be available for inspection by the Financing Authority and the City, during business hours and under reasonable circumstances upon reasonable prior notice to the Trustee. Additional Obligations. The Financing Authority covenants that no additional bonds, notes or other indebtedness will be issued or incurred which are payable out of the Revenues in whole or in part, unless the Installment Sale Agreement is amended to provide for an increase in the amount of Installment Payments, such increase complies with and constitutes a Parity Obligation, and a Supplemental Indenture is entered into providing for the issuance of the additional bonds, notes or other indebtedness. Compliance with Contracts. The Trustee will promptly collect all amounts due from the City pursuant to the Installment Sale Agreement. Subject to the provisions of the Indenture, the Trustee will enforce, and take all steps, actions and proceedings which the Trustee determines to be reasonably C-21 necessary for the enforcement of all of its rights thereunder as assignee of the Financing Authority and for the enforcement of all of the obligations of the City under the Installment Sale Agreement. Events of Default Events of Default and Acceleration. The following events are Events of Default under the Indenture (a) default in the due and punctual payment of the principal of any Bond when and as the same will become due and payable, whether at maturity as therein expressed, by proceedings for mandatory sinking fund redemption, by declaration or otherwise, (b) default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment will become due and payable, (c) default by the Financing Authority in the observance of any of the other covenants, agreements or conditions on its part in the Indenture or in the Bonds contained, if such default will have continued for a period of thirty (30) days after written notice thereof, specifying such default and requiring the same to be remedied, will have been given to the City and the Financing Authority by the Trustee; provided, however, that if in the reasonable opinion of the Financing Authority the default stated in the notice (other than a default in the payment of any fees and expenses owing to the Trustee) can be corrected, but not within such thirty (30) day period, such default will not constitute an Event of Default if the Financing Authority will commence to cure such default within such thirty (30) day period and thereafter diligently and in good faith cure such failure in a reasonable period of time, (d) the filing by the Financing Authority of a petition or answer seeking reorganization or arrangement under the Federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction will approve a petition, filed with or without the consent of the Financing Authority, seeking reorganization under the Federal bankruptcy laws or any other applicable law of the United States of America, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction will assume custody or control of the Financing Authority or of the whole or any substantial part of its property, and (e) the occurrence and continuation of an Event of Default under and as defined in the Installment Sale Agreement. Upon the occurrence and during the continuance of any Event of Default the Trustee may, and at the written direction of the Owners of a majority in aggregate principal amount of the Bonds at the time Outstanding, the Trustee will, declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to be due and payable immediately, and upon any such declaration the same will become and will be immediately due and payable, anything in the Indenture or in the Bonds contained to the contrary notwithstanding. This provision, however, is subject to the condition that if, at any time after the principal of the Bonds will have been so declared due and payable and before any judgment or decree for the payment of the moneys due will have been obtained or entered, the Financing Authority will deposit with the Trustee a sum sufficient to pay all of the principal of and interest on the Bonds having come due prior to such declaration, with interest on such overdue principal and interest calculated at the net effective rate of interest per annum then borne by the Outstanding Bonds, and the reasonable fees and expenses of the Trustee, together with interest thereon at the prime rate of the Trustee then in effect, and any and all other defaults known to the Trustee (other than in the payment of the principal of and interest on the Bonds having come due and payable solely by reason of such declaration) will have been made good or cured to the satisfaction of the Trustee or provision deemed by the Trustee to be adequate will have been made therefor, then, and in every such case, the Trustee or the Owners of a majority in aggregate principal amount of the Bonds at the time Outstanding may, by written notice to the Financing Authority and to the Trustee, on behalf of the Owners of all of the Outstanding Bonds, rescind and annul such declaration and its consequences. However, no such rescission and annulment will extend to or shall affect any subsequent default, or will impair or exhaust any right or power consequent thereon. C-22 Application of Funds Upon Acceleration. All amounts received by the Trustee pursuant to any right given or action taken by the Trustee under the provisions of the Indenture will be applied by the Trustee in the following order upon presentation of the several Bonds, and the stamping thereon of the amount of the payment if only partially paid, or upon the surrender thereof if fully paid: First, to the payment of reasonable fees, charges and expenses of the Trustee (including reasonable fees and disbursements of its counsel) incurred in and about the performance of its powers and duties under the Indenture; and Second, to the payment of the whole amount then owing and unpaid upon the Bonds for interest and principal, with interest on such overdue amounts to the extent permitted by law at the net effective rate of interest then borne by the Outstanding Bonds, 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 interest, principal and interest on overdue amounts without preference or priority among such interest, principal and interest on overdue amounts ratably to the aggregate of such interest, principal and interest on overdue amounts. Other Remedies; Rights of Bond Owners. Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy, at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds, and to enforce any rights of the Trustee under or with respect to the Indenture. If an Event of Default will have occurred and be continuing and if requested so to do by the Owners of a majority in aggregate principal amount of Outstanding Bonds and indemnified as provided in the Indenture, the Trustee will be obligated to exercise such one or more of the rights and powers conferred by the Indenture, as the Trustee, being advised by counsel, will deem most expedient in the interests of the Bond Owners. No remedy by the terms of the Indenture conferred upon or reserved to the Trustee (or to the Bond Owners) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Bond Owners thereunder or now or thereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any Event of Default will impair any such right or power or will be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient. Power of Trustee to Control Proceeding. In the event that the Trustee, upon the happening of an Event of Default, will have taken any action, by judicial proceedings or otherwise, pursuant to its duties under the Indenture, whether upon its own discretion or upon the request of the Owners of a majority in principal amount of the Bonds then Outstanding, it will have full power, in the exercise of its discretion for the best interests of the Owners of the Bonds, with respect to the continuance, discontinuance, withdrawal, compromise, settlement or other disposal of such action; provided, however, that the Trustee will not, unless there no longer continues an Event of Default, discontinue, withdraw, compromise or settle, or otherwise dispose of any litigation pending at law or in equity, if at the time there has been filed with it a written request signed by the Owners of a majority in principal amount of the Outstanding Bonds opposing such discontinuance, withdrawal, compromise, settlement or other disposal of such litigation. Any suit, action or proceeding which any Owner of Bonds will have the right to bring to enforce any right or remedy under the Indenture may be brought by the Trustee for the equal benefit and protection of all Owners of Bonds similarly situated and the Trustee is appointed (and the successive respective Owners of the Bonds, by taking and holding the same, will be conclusively deemed so to have appointed it) the true and lawful attorney-in-fact of the respective Owners of the Bonds for the purpose of bringing any such suit, action or proceeding and to do and perform any and all acts and things for and on behalf of the respective Owners of the Bonds as a class or classes, as may be necessary or advisable in the opinion of the Trustee as such attorney-in-fact. C-23 Non-Waiver. Nothing in the Indenture, or in the Bonds, will affect or impair the obligation of the Financing Authority, which is absolute and unconditional, to pay the interest on and principal of the Bonds to the respective Owners of the Bonds at the respective dates of maturity, as provided in the Indenture, out of the Revenues and other moneys pledged for such payment. A waiver of any default or breach of duty or contract by the Trustee or any Bond Owners will not affect any subsequent default or breach of duty or contract, or impair any rights or remedies on any such subsequent default or breach. No delay or omission of the Trustee or any Owner of any of the Bonds to exercise any right or power accruing upon any default will impair any such right or power or will be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy conferred upon the Trustee or Bond Owners by the Bond Law or by the Indenture may be enforced and exercised from time to time and as often as will be deemed expedient by the Trustee or the Bond Owners, as the case may be. Rights and Remedies of Bond Owners. No Owner of any Bond will have the right to institute any suit, action or proceeding at law or in equity, for any remedy under or upon the Indenture, or the Installment Sale Agreement, unless (a) such Owner will have previously given to the Trustee written notice of the occurrence of an Event of Default; (b) the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding will have made written request upon the Trustee to exercise the powers granted or to institute such action, suit or proceeding in its own name; (c) said Owners will have tendered to the Trustee indemnity reasonably acceptable to the Trustee against the costs, expenses and liabilities to be incurred in compliance with such request; (d) the Trustee will have refused or omitted to comply with such request for a period of sixty (60) days after such written request will have been received by, and said tender of indemnity will have been made to, the Trustee; and (e) the Trustee has not received any inconsistent direction during such 60-day period from the Owners of a majority in aggregate principal amount of the Outstanding Bonds. Such notification, request, tender of indemnity and refusal or omission are declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of any remedy under the Indenture; it being understood and intended that no one or more Owners of Bonds will have any right in any manner whatever by his or their action to enforce any right under the Indenture, or the Installment Sale Agreement, except in the manner therein provided, and that all proceedings at law or in equity to enforce any provision of the Indenture will be instituted, had and maintained in the manner therein provided and for the equal benefit of all Owners of the Outstanding Bonds. Amendments Permitted The Indenture and the rights and obligations of the Financing Authority and of the Owners of the Bonds may be modified or amended at any time by a Supplemental Indenture which will become binding when the written consents of the Owners of a majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds disqualified, 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 Financing Authority to pay the principal, interest or redemption premiums 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. The Indenture and the rights and obligations of the Financing Authority and of the Owners of the Bonds may also be modified or amended at any time by a Supplemental Indenture which will become binding upon adoption, without the consent of any Bond Owners, but only to the extent permitted by law and only for any one or more of the following purposes: (i) to add to the covenants and agreements of the Financing Authority in the Indenture, other covenants and agreements thereafter to be observed, or to limit or surrender any rights or power therein reserved to or conferred upon the Financing Authority; (ii) to provide for the issuance of Parity Obligations, as increased Installment Payments under the Installment Sale Agreement; (iii) to make such provisions for the purpose of curing any ambiguity, or of curing, correcting or supplementing any defective provision C-24 contained in the Indenture, or in any other respect whatsoever as the Financing Authority may deem necessary or desirable, provided under any circumstances that such modifications or amendments will not materially adversely affect the interests of the Owners of the Bonds, in the opinion of Bond Counsel; or (iv) to make such additions, deletions or modifications as may be necessary or desirable to assure exemption from federal income taxation of interest on the Bonds. Discharge of Indenture If the Financing Authority will pay and discharge each Outstanding Bond in any one or more of the following ways: (a) by well and truly paying or causing to be paid the principal of and interest and premium (if any) on such Bonds, as and when the same become due and payable; (b) by irrevocably depositing with the Trustee, in trust, at or before maturity, money which, together with the available amounts then on deposit in the funds and accounts established pursuant to the Indenture, is fully sufficient to pay such Bonds, including all principal, interest and redemption premiums; (c) by irrevocably depositing with the Trustee, in trust, Federal Securities in such amount as Bond Counsel or an Independent Accountant shall determine will, together with the interest to accrue thereon and available moneys then on deposit in the funds and accounts established pursuant to the Indenture, be fully sufficient to pay and discharge the indebtedness on such Bonds (including all principal, interest and redemption premiums) at or before their respective maturity dates; and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption will have been mailed or provision satisfactory to the Trustee shall have been made for the mailing of such notice; or (d) by delivering such Bonds to the Trustee for cancellation; then, at the election of the Financing Authority, and notwithstanding that any of such Bonds will not have been surrendered for payment, the pledge of the Revenues and other funds provided for in the Indenture with respect to such Bonds, and all other pecuniary obligations of the Financing Authority under the Indenture with respect to all such Bonds, will cease and terminate, except only the obligation of the Financing Authority to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums due thereon from amounts set aside for such purpose as aforesaid, and all fees, expenses and costs of the Trustee. Notice of such election will be filed with the Trustee. Any funds thereafter held by the Trustee, which are not required for said purposes, will be paid over to the City. C-25 (THIS PAGE IS INTENTIONALLY LEFT BLANK) APPENDIX D BOOK-ENTRY SYSTEM The information in this Appendix D concerning DTC and its book-entry system has been obtained from sources that the Financing Authority and the City believe to be reliable, but the Financing Authority and the City take no responsibility for the accuracy thereof. General The information in this Appendix F concerning DTC and its book-entry system has been obtained from sources that the Financing Authority and the City believe to be reliable, but the Financing Authority and the City take no responsibility for the accuracy thereof. General The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Bonds. The Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond certificate will be issued for each maturity of the Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation, and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. The information set forth on these websites is not incorporated by reference herein. 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 D-1 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 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. Redemption notices shall be sent to DTC. If less than all of the Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue 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 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 Financing Authority or the Trustee, on a 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 nor its nominee, the Trustee, or the Financing Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, premium, if any, and interest payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Financing Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Bonds at any time by giving reasonable notice to the Financing Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Bond certificates are required to be printed and delivered. The City or the Financing Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor securities depository). In that event, Bond certificates will be printed and delivered. D-2 APPENDIX E PROPOSED FORM OF BOND COUNSEL OPINION [Dated the date of closing] Redondo Beach Community Financing Authority 415 Diamond Avenue Redondo Beach, California 90277 City of Redondo Beach 415 Diamond Avenue Redondo Beach, California 90277 $7,230,000 Redondo Beach Community Financing Authority Wastewater Revenue Refunding Bonds, 2014 Series A Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the Redondo Beach Community Financing Authority (the “Financing Authority”) of $7,230,000 aggregate principal amount of the bonds of the Financing Authority designated the “Redondo Beach Community Financing Authority Wastewater Revenue Refunding Bonds, 2014 Series A” (the “Bonds”), pursuant to the provisions of Article 4 of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Bond Law”), and pursuant to an Indenture of Trust, dated as of April 1, 2014 (the “Indenture”), by and among the Financing Authority, the City of Redondo Beach (the “City”) and U.S. Bank National Association, as trustee (the “Trustee”), and a resolution of the governing body of the Financing Authority adopted on March 18, 2014 (the “Resolution”). The proceeds of the Bonds will be applied by the Financing Authority to refund all of the $10,335,000 Redondo Beach Public Financing Authority Revenue Bonds, 2004 Series A (City of Redondo Beach Wastewater System Financing Project), currently outstanding in the principal amount of $8,500,000 (the “2004 Bonds”), as well as pay the costs of issuing the Bonds. The Bonds are special limited obligations of the Financing Authority, payable from Revenues which consist primarily of Installment Payments to be made by the City under an Installment Sale Agreement, dated as of April 1, 2014 (the “Installment Sale Agreement”), by and between the Financing Authority and the City. The City’s obligation to make Installment Payments is secured by a pledge of Net Revenues of the City’s Wastewater Enterprise. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Indenture and the Installment Sale Agreement, as applicable. We have examined the Bond Law and other statutes and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the Financing Authority, the City, the Trustee and others,. contained in the Indenture, the Installment Sale Agreement and in the certified proceedings, opinions of counsel to the Financing Authority, the City and the Trustee, and such other documents, opinions and instruments as we deemed necessary to render the opinions set forth herein, without undertaking to verify the same by independent investigation. E-1 Based upon our examination we are of the opinion, under existing law, that: 1. The Bonds have been duly authorized, executed and delivered by the Financing Authority in accordance with the Bond Law, the Resolution and the Indenture and constitute valid and binding limited obligations of the Financing Authority enforceable in accordance with their terms and payable solely from the sources provided therefor in the Indenture. 2. The Indenture has been duly authorized, executed and delivered by the Financing Authority and the City and, assuming the enforceability thereof against the Trustee, constitutes a legal, valid and binding obligation of the Financing Authority and the City enforceable against the Financing Authority and the City in accordance with its terms. The Indenture establishes a valid pledge of the Revenues (as such term is defined in the Indenture) and other funds pledged thereby for the security of the Bonds, in accordance with the terms of the Indenture. 3. The Installment Sale Agreement has been duly authorized, executed and delivered by the City and the Financing Authority and constitutes a legal, valid and binding obligation of the City and the Financing Authority enforceable against the City in accordance with its terms. The Installment Sale Agreement establishes a valid pledge of the Net Revenues (as such term is defined in the Installment Sale Agreement) in accordance with the terms of the Installment Sale Agreement. 4. Under existing statutes, regulations, rulings and court decisions, interest on the Bonds is exempt from personal income taxes of the State of California and, assuming compliance with the covenants mentioned herein, interest on the Bonds is excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. In the further opinion of Bond Counsel, under existing statutes, regulations, rulings and court decisions, the Bonds are not “specified private activity bonds” within the meaning of section 57(a)(5) of the Code and, therefore, interest on the Bonds will not be treated as an item of tax preference for purposes of computing the alternative minimum tax imposed by section 55 of the Code. Receipt or accrual of interest on Bonds owned by a corporation may affect the computation of the alternative minimum taxable income. A corporation’s alternative minimum taxable income is the basis on which the alternative minimum tax imposed by section 55 of the Code will be computed. The Code imposes certain requirements that must be met subsequent to the issuance and delivery of the Bonds for interest thereon to be and remain excluded pursuant to section 103(a) of the Code from the gross income of the owners thereof for federal income tax purposes. Non-compliance with such requirements could cause the interest on the Bonds to fail to be excluded from the gross income of the owners thereof retroactive to the date of issuance of the Bonds. Pursuant to the Indenture and in the Tax Certificate the Financing Authority in connection with the issuance of the Bonds, the Financing Authority is making representations relevant to the determination of, and is undertaking certain covenants regarding or affecting, the exclusion of interest on the Bonds from the gross income of the owners thereof for federal income tax purposes. In reaching our opinions described in the immediately preceding paragraph, we have assumed the accuracy of such representations and the present and future compliance by the Financing Authority with such covenants. Further, except as stated in the preceding paragraph, we express no opinion as to any federal or state tax consequence of the receipt of interest on, or the ownership or disposition of, the Bonds. Furthermore, we express no opinion as to any federal, state or local tax law consequence with respect to the Bonds, or the interest thereon, if any action is taken with respect to the Bonds or the proceeds thereof predicated or permitted upon the advice or approval of other counsel. E-2 The opinions expressed in paragraphs 1 through 3 above are qualified to the extent the enforceability of the Bonds, the Indenture and the Installment Sale Agreement may be limited by applicable bankruptcy, insolvency, debt adjustment, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally or as to the availability of any particular remedy. The enforceability of the Bonds, the Indenture and the Installment Sale Agreement is subject to the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing, to the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law, and to the limitations on legal remedies against governmental entities in California. Our opinions are based on existing law, which is subject to change. Such opinions are further based on our knowledge of facts as of the date hereof. We assume no duty to update or supplement our opinions to reflect any facts or circumstances that may hereafter come to our attention or to reflect any changes in any law that may hereafter occur or become effective. Moreover, our opinions are not a guarantee of results and are not binding on the Internal Revenue Service; rather, such opinions represent our legal judgment based upon our review of existing law that we deem relevant to such opinions and in reliance upon the representations and covenants referenced above. No opinion is expressed herein on the accuracy, completeness or fairness of the Official Statement or other offering material relating to the Bonds. This opinion is limited to the laws of the State of California and the federal laws of the United States. Very truly yours, E-3 (THIS PAGE IS INTENTIONALLY LEFT BLANK) APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT F-1 (THIS PAGE IS INTENTIONALLY LEFT BLANK) APPENDIX F FORM OF CONTINUING DISCLOSURE AGREEMENT This Continuing Disclosure Agreement (the “Disclosure Agreement”), dated as of April 1, 2014, is executed and delivered by the City of Redondo Beach (the “City”) and U.S. Bank National Association, as Dissemination Agent (the “Dissemination Agent”), in connection with the issuance of $7,230,000 aggregate principal amount of Redondo Beach Community Financing Authority Wastewater Revenue Refunding Bonds, 2014 Series A (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust, dated as of April 1, 2014 (the “Indenture”), among the Redondo Beach Community Financing Authority (the “Financing Authority”), the City and U.S. Bank National Association, as trustee (the “Trustee”). The Bonds are secured by and payable from Revenues, which primarily consist of installment payments to be made by the City under the Installment Sale Agreement dated as of April 1, 2014 (the “Installment Sale Agreement”) between the Financing Authority as seller and the City as purchaser. In connection therewith the City covenants and agrees as follows: Section 1. Purpose of this Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the City and the Dissemination Agent for the benefit of the Bondholders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters (as defined herein) in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth above and in the Indenture, which apply to any capitalized term used in this Disclosure Agreement 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 City pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement. “Beneficial Owner” shall mean any person who (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries); or (b) is treated as the owner of any Bonds for federal income tax purposes. “Disclosure Representative” shall mean the Finance Director of the City or his or her designee, or such other officer or employee as the City shall designate in writing to the Trustee from time to time. “Dissemination Agent” shall mean U.S. Bank National Association, acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by the City and which has filed with the Trustee a written acceptance of such designation. “Holder” shall mean either the registered owners of the Bonds or, if the Bonds are registered in the name of The Depository Trust Company or another recognized depository, any applicable participant in such depository system. “Listed Event” shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. “MSRB” shall mean the Municipal Securities Rulemaking Board established pursuant to Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or authorized by the Securities and Exchange Commission to receive reports pursuant to the Rule. Until otherwise designated F-1 by the MSRB or the Securities and Exchange Commission, filings with the MSRB are to be made through the Electronic Municipal Marketplace Access (EMMA) website of the MSRB, currently located at http://emma.msrb.org. “Official Statement” shall mean the Official Statement for the Bonds dated March 25, 2014. “Participating Underwriter” shall mean any of the original underwriter of the Bonds listed in the Official Statement 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. “State” shall mean the State of California. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than March 31 following the end of the City’s Fiscal Year (currently ending June 30), commencing with the Fiscal Year ending June 30, 2014, provide to the MSRB an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report must be submitted in electronic format, accompanied by such identifying information as prescribed by the MSRB. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may cross-reference other information as provided in Section 4 of this Disclosure Agreement; provided that if the audited financial statements of the City are not available by the date required above for the filing of the Annual Report, the City shall submit the audited financial statements as soon as available. If the City’s Fiscal Year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(f). (b) If the City is unable to provide (or cause the Dissemination Agent to provide) to the MSRB an Annual Report by the date required in subsection (a), the Dissemination shall send to the MSRB a notice in substantially the form attached hereto as Exhibit A. (c) The Dissemination Agent shall: (i) determine the electronic filing address of, and then-current procedures for submitting Annual Reports to, the MSRB each year prior to the date for providing the Annual Report; and (ii) file a report with the City and (if the Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has been provided to the MSRB pursuant to this Disclosure Agreement, and stating the date it was provided. Section 4. Content of Annual Reports. The City’s Annual Report shall contain or include by reference the following categories or similar categories of information updated to incorporate information for the most recent fiscal or calendar year, as applicable (the tables referred to below are those appearing in the Official Statement relating to the Bonds): F-2 (a) The audited financial statements of the City for the prior Fiscal Year, prepared in accordance with Generally Accepted Accounting Principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available; (b) Unless otherwise provided in the audited financial statements filed pursuant to Section 3(a), financial information and operating data with respect to the City for the preceding fiscal year, substantially similar to that provided in the tables 4 and 7 in the Official Statement, and a description of any additional indebtedness incurred during the most recently-completed fiscal year payable from Net Revenues on a parity with the Installment Payments. (c) In addition to any information expressly required to be provided under this Disclosure Agreement, the City shall provide such further material information, if any, as may be necessary to make the specifically required statements in the light of the circumstances under which they are made, not misleading. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which have been submitted to the MSRB or the SEC. If any document included by reference is a final official statement, it must be available from the MSRB. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Listed Events. (a) Pursuant to the provisions of this section, upon the occurrence of any of the following events (in each case to the extent applicable) with respect to the Bonds, the City shall give, or cause to be given by so notifying the Dissemination Agent in writing and instructing the Dissemination Agent to give, notice of the occurrence of such event, in each case, pursuant to Section 5(c) hereof: 1. principal or interest payment delinquencies; 2. non-payment related defaults, if material; 3. modifications to the rights of the Bondholders, if material; 4. optional, contingent or unscheduled calls, if material, and tender offers; 5. defeasances; 6. rating changes; 7. adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701TEB) 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; 8. unscheduled draws on the debt service reserves reflecting financial difficulties; F-3 9. unscheduled draws on the credit enhancements reflecting financial difficulties; 10. substitution of the credit or liquidity providers or their failure to perform; 11. release, substitution or sale of property securing repayment of the Bonds, if material; 12. bankruptcy, insolvency, receivership or similar proceedings of the City, which shall occur as described below; 13. appointment of a successor or additional trustee or the change of name of a trustee, if material, or; 14. the consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City 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. 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 City 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 City, 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 City. (b) Upon receipt of notice from the City and instruction by the City 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, contact the Disclosure Representative, inform such person of the event, and request that the City 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 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 City, or the Dissemination Agent, if the Dissemination Agent has been instructed by the City 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 City’s obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(f). F-4 Section 7. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Agreement, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If at any time there is not any other designated Dissemination Agent, Urban Futures, Inc., upon notice from the City, shall be the Dissemination Agent. The initial Dissemination Agent shall be U.S. Bank National Association. The Dissemination Agent shall not be responsible in any manner for the content of any notice or report prepared by the City pursuant to this Disclosure Agreement. The Dissemination Agent shall receive compensation for the services provided pursuant to this Disclosure Agreement. The Dissemination Agent may resign by providing thirty days written notice to the City and the Trustee. Section 8. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Agreement, the City, the Trustee and the Dissemination Agent may amend this Disclosure Agreement provided, the Dissemination Agent shall not be obligated to enter into any such amendment that modifies or increases its duties or obligations hereunder, and any provision of this Disclosure Agreement may be waived, provided that in the opinion of nationally recognized bond counsel, such amendment or waiver is permitted by the Rule. In the event of any amendment or waiver of a provision of this Disclosure Agreement, the City shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the City. Section 9. Filings with the MSRB. All information, operating data, financial statements, notices and other documents provided to the MSRB in accordance with this Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and shall be accompanied by identifying information as prescribed by the MSRB. Section 10. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement 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 Agreement. If the City 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 Agreement, the City shall have no obligation under this Disclosure Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. In the event of a failure of the City or the Dissemination Agent to comply with any provision of this Disclosure Agreement, the Trustee, at the written request of any Participating Underwriter or the Holders of at least 25% of the aggregate principal amount of Outstanding Bonds and upon provision of indemnification satisfactory to the Trustee, shall, 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 City or the Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the City or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance hereunder. Section 12. Duties, Immunities and Liabilities of the Dissemination Agent. Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if the Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent shall be entitled to the protections and limitations on liability afforded to the Trustee thereunder. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the City agrees F-5 to indemnify and save the Dissemination Agent, their officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding any loss, expense and liabilities due to the Dissemination Agent’s negligence or willful misconduct. The obligations of the City under this Section 12 shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. Section 13. Notices. Any notices or communications to be given under this Disclosure Agreement may be given as follows: To the City: City of Redondo Beach 415 Diamond Avenue Redondo Beach, California 90277 Attention: City Manager Tel: (310) 372-1171 Fax: (310) 379-9268 To the Dissemination Agent: U.S. Bank National Association 633 W. Fifth Street, 24th Floor Los Angeles, California 90071 Attention: Global Corporate Trust Services Tel: (213) 615-6023 Fax: (213) 615-6197 Section 14. Beneficiaries. This Disclosure Agreement shall inure solely to the benefit of the City, the Trustee, the Dissemination Agent, the Participating Underwriter and the Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Section 15. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.] F-6 IN WITNESS WHEREOF, this Disclosure Agreement has been executed on behalf of the City and agreed to and accepted on behalf of the Dissemination Agent by their duly authorized representatives as of April 1, 2014. CITY OF REDONDO BEACH By: Finance Director AGREED AND ACCEPTED: U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent By:_____________________________________ Authorized Officer F-7 EXHIBIT A NOTICE TO MSRB OF FAILURE TO FILE ANNUAL REPORT Name of Obligated Person: City of Redondo Beach Name of Bond Issue: Redondo Beach Community Financing Authority Wastewater Revenue Refunding Bonds, 2014 Series A Date of Issuance: April ___, 2014 NOTICE IS HEREBY GIVEN that the City of Redondo Beach (the “City”) has not provided an Annual Report with respect to the above-named Bonds as required by Section 3(a) of the Continuing Disclosure Agreement, dated as of April 1, 2014, by and between the City and U.S. Bank National Association, as dissemination agent (the “Dissemination Agent”). The City anticipates that the Annual Report will be filed by ___________, 20__. Dated: ______________, 20__ U.S. BANK NATIONAL ASSOCIATION, as Dissemination Agent on behalf of the City By:____________________________________ Authorized Officer cc: City of Redondo Beach F-8
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