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HomeMy WebLinkAbout0001_8_Lease Revenue Bonds, Series 2016A - Exhibit G Preliminary Official StatementStradling Yocca Carlson & Rauth Draft of 10/3/16 PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER __, 2016 Ratings: Standard & Poor’s: “___” See “RATING” herein NEW ISSUE – BOOK-ENTRY ONLY In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions and assuming certain representations and compliance with certain covenants and requirements described in this Official Statement, interest (and original issue discount) on the Series 2016 Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest (and original issue discount) on the Series 2016 Bonds is exempt from State of California personal income tax. See “TAX MATTERS.” $_______________* LAKE ELSINORE FACILITIES FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2016A Dated: Date of Delivery Due: April 1, as shown on inside cover The Lake Elsinore Facilities Financing Authority Lease Revenue Bonds, Series 2016A (the “Series 2016 Bonds”) are payable from base rental payments (the “Base Rental Payments”) to be made by the City of Lake Elsinore (the “City”) for the right to use certain real property consisting of the City’s City Hall, a fire station and certain park and recreation facilities as further described herein (the “Property”), pursuant to a Lease Agreement, dated as of November 1, 2016 (the “Lease Agreement”), by and between the City, as lessee, and the Lake Elsinore Facilities Financing Authority (the “Authority”), as lessor. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS.” The Series 2016 Bondsare being issued to provide funds to (i) finance the acquisition, construction and installation of certain capital improvements owned by the City, (ii) purchase a municipal bond insurance policy to guarantee payment of the principal of and interest on the Series 2016 Bonds (iii) purchase a debt service reserve surety bond for deposit in the reserve fund and (iv) pay the costs incurred in connection with the issuance of the Series 2016 Bonds. The City has covenanted under the Lease Agreement to make all Base Rental Payments provided for therein, to include all such payments as a separate line item in its annual budgets, and to make all the necessary annual appropriations for such Base Rental Payments. The City’s obligation to make Base Rental Payments is subject to abatement during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defects in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property. See “RISK FACTORS—Abatements.” The Series 2016 Bondsare being issued in fully registered book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Interest on the Series 2016 Bonds is payable semiannually on April 1 and October 1 of each year, commencing April 1, 2017. Purchasers will not receive certificates representing their interest in the Series 2016 Bonds. Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of and interest and premium, if any, on the Series 2016 Bonds will be paid by Wilmington Trust, National Association, as trustee (the “Trustee”) to DTC for subsequent disbursement to DTC Participants who are obligated to remit such payments to the Beneficial Owners of the Series 2016 Bonds. See “THE SERIES 2016 BONDS—Book-Entry Only System” herein. The Series 2016 Bonds will be issued pursuant to an Indenture, dated as of November 1, 2016 (the “Indenture”) by and among the City, the Authority and Wilmington Trust, National Association, as trustee. The Series 2016 Bonds and any additional bonds issued pursuant to the Indenture (“Additional Bonds”) are collectively referred to as the “Bonds.” The Series 2016 Bonds are subject to optional, mandatory sinking fund and extraordinary redemption prior to maturity, as described herein. See “THE SERIES 2016 BONDS—Redemption” herein. The scheduled payment of the principal of and interest on the Series 2016 Bonds when due will be guaranteed under an insurance policy to be issued concurrently with the issuance of the Series 2016 Bonds by _______________. [INSURER LOGO] The Series 2016 Bonds are special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged therefor under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State of California, or any political subdivision thereof, is pledged to the payment of the Series 2016 Bonds. The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or the State of California or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State of California is obligated to levy or pledge any form of taxation or for which the City or the State of California has levied or pledged any form of taxation. The Authority has no power to tax. THIS COVER PAGE CONTAINS CERTAIN INFORMATION FOR QUICK REFERENCE ONLY. IT IS NOT A SUMMARY OF THIS ISSUE. INVESTORS MUST READ THE ENTIRE OFFICIAL STATEMENT TO OBTAIN INFORMATION ESSENTIAL TO THE MAKING OF AN INFORMED INVESTMENT DECISION. The Series 2016 Bonds will be offered when, as and if issued and received by the Underwriter, subject to the approval as to their validity by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, and certain other conditions. The Underwriter is being represented by its counsel, Nossaman, LLP, Irvine, California. Certain legal matters will be passed upon for the City by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel to the City, and for the Trustee by its counsel. It is anticipated that the Series 2016 Bonds will be available for delivery through the facilities of The Depository Trust Company on or about November __, 2016. [STIFEL LOGO] Dated: October __, 2016 *Preliminary; subject to change.This Preliminary Official Statement and the information contained herein are subject to completion or amendment. These securities may not be sold, nor may offers to buy them be accepted, prior to the time the Official Statement is delivered in final form. Under no circumstances shall this Preliminary Official Statement constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. $___________* LAKE ELSINORE FACILITIES FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2016A MATURITY SCHEDULE BASE CUSIP†@@@@@@ Maturity Date (April 1)Principal Amount Interest Rate Yield CUSIP† $ % % $_________ ____% Term Bond due April 1, 20__, Yield ____%, Price ______% _____________ *Preliminary, subject to change. †Copyright 2016, American Bankers Association. CUSIP® is a registered trademark of the American Bankers Association. CUSIP data herein is provided by the CUSIP Service Bureau, managed on behalf of the American Bankers Association by Standard & Poor’s. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP Services Bureau. CUSIP numbers are included solely for the convenience of the registered owners of the applicable Bonds. The City, Authority and the Underwriter take no responsibility for the accuracy of such data. No dealer, broker, salesperson or other person has been authorized by the City or the Authority to give any information or to make any representations in connection with the offer or sale of the Series 2016 Bonds other than those contained herein and, if given or made, such other information or representations must not be relied upon as having been authorized by the City or the Authority. 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 Series 2016 Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers or Owners of the Series 2016 Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. 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 a part of, its responsibilities to investors under the federal securities laws as applied to the facts and circumstances of this transaction, but the Underwriter does not guarantee the accuracy or completeness of such information. This Official Statement and the information contained herein are subject to completion or amendment without notice and neither delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the City or the Authority or any other parties described herein since the date hereof. These securities may not be sold nor may an offer to buy be accepted prior to the time the Official Statement is delivered in final form. This Official Statement is being submitted in connection with the sale of the Series 2016 Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose, unless authorized in writing by the City. All summaries of documents and laws are made subject to the provisions thereof and do not purport to be complete statements of any or all such provisions. Certain statements included or incorporated by reference in this Official Statement constitute “forward-looking statements” within the meaning of the United States Private Securities Litigation Reform Act of 1995, Section 21E of the United States Securities Exchange Act of 1934, as amended, and Section 27A of the United States Securities Act of 1933, as amended. Such statements are generally identifiable by the terminology used such as “plan,” “expect,” “estimate,” “project,” “budget,” “intend” or similar words. Such forward-looking statements include, but are not limited to, certain statements contained in the information under the caption “CITY FINANCIAL INFORMATION” and “RISK FACTORS.” THE ACHIEVEMENT OF CERTAIN RESULTS OR OTHER EXPECTATIONS CONTAINED IN SUCH FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS DESCRIBED TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY SUCH FORWARD-LOOKING STATEMENTS. THE CITY DOES NOT PLAN TO ISSUE ANY UPDATES OR REVISIONS TO THE FORWARD-LOOKING STATEMENTS SET FORTH IN THIS OFFICIAL STATEMENT. IN EVALUATING SUCH STATEMENTS, POTENTIAL INVESTORS SHOULD SPECIFICALLY CONSIDER THE VARIOUS FACTORS WHICH COULD CAUSE ACTUAL EVENTS OR RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY SUCH FORWARD-LOOKING STATEMENTS. IN CONNECTION WITH THE OFFERING OF THE SERIES 2016 BONDS, THE UNDERWRITER MAY OVERALLOT OR EFFECT TRANSACTIONS THAT STABILIZE OR MAINTAIN THE MARKET PRICE OF THE SERIES 2016 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. THE UNDERWRITER MAY OFFER AND SELL THE SERIES 2016 BONDS TO CERTAIN DEALERS AND DEALER BANKS AND BANKS ACTING AS AGENT AND OTHERS AT PRICES LOWER THAN THE PUBLIC OFFERING PRICE STATED ON THE COVER PAGE HEREOF AND SAID PUBLIC OFFERING PRICE MAY BE CHANGED FROM TIME TO TIME BY THE UNDERWRITER. THE SERIES 2016 BONDS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, IN RELIANCE UPON AN EXEMPTION CONTAINED IN SUCH ACT AND HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES LAWS OF ANY STATE. The City maintains a website; however, information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Series 2016 Bonds. CITY OF LAKE ELSINORE (County of Riverside, California) City Council Brian Tisdale, Mayor Robert Magee, Mayor Pro Tem Steve Manos Daryl Hickman Natasha Johnson Lake Elsinore Facilities Financing Authority Brian Tisdale, Chair Robert Magee, Vice Chair Steve Manos Daryl Hickman Natasha Johnson City Manager/Executive Director Grant Yates City Clerk Susan M. Domen, MMC Assistant City Manager/Treasurer Jason Simpson PROFESSIONAL SERVICES City Attorney Leibold, McClendon & Mann, a Professional Corporation Irvine, California Bond Counsel and Disclosure Counsel Stradling Yocca Carlson & Rauth, a Professional Corporation Newport Beach, California Financial Advisor Urban Futures, Inc. Orange, California Trustee Wilmington Trust, National Association Costa Mesa, California TABLE OF CONTENTS Page i INTRODUCTION................................................................................................................................................1 THE SERIES 2016 BONDS.................................................................................................................................3 General..............................................................................................................................................................3 Registration, Transfers and Exchanges.............................................................................................................4 Redemption.......................................................................................................................................................4 Book-Entry Only System..................................................................................................................................5 SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS.............................................6 Pledge of Revenues...........................................................................................................................................6 Base Rental Payments.......................................................................................................................................7 Additional Rental Payments .............................................................................................................................7 Abatement.........................................................................................................................................................8 Additional Bonds..............................................................................................................................................8 Substitution, Addition and Removal of Property..............................................................................................9 Action on Default..............................................................................................................................................9 Reserve Fund..................................................................................................................................................10 Insurance.........................................................................................................................................................10 BOND INSURANCE.........................................................................................................................................11 SOURCES AND USES OF FUNDS..................................................................................................................11 BASE RENTAL PAYMENT SCHEDULE .......................................................................................................12 THE 2016 PROJECT..........................................................................................................................................13 THE PROPERTY...............................................................................................................................................13 THE AUTHORITY............................................................................................................................................14 Organization and Membership........................................................................................................................14 Powers.............................................................................................................................................................14 THE CITY..........................................................................................................................................................14 RISK FACTORS................................................................................................................................................14 General Considerations – Security for the Series 2016 Bonds.......................................................................14 Abatements.....................................................................................................................................................15 Seismic Activity..............................................................................................................................................15 Risks Affecting the Success of or the 2016 Project........................................................................................16 Hazardous Substances.....................................................................................................................................16 Other Financial Matters..................................................................................................................................16 Substitution, Addition and Removal of Property; Additional Bonds..............................................................17 No Limitation on Incurring Additional Obligations.......................................................................................17 Limited Recourse on Default; No Acceleration of Base Rental.....................................................................17 Possible Insufficiency of Insurance Proceeds.................................................................................................18 Limitations on Remedies................................................................................................................................18 Loss of Tax Exemption...................................................................................................................................18 No Liability of Authority to the Owners.........................................................................................................19 STATE OF CALIFORNIA BUDGET INFORMATION...................................................................................19 State Budget....................................................................................................................................................19 State Budget for Fiscal Year 2016-17.............................................................................................................19 Potential Impact of State Financial Condition on the City .............................................................................20 Future State Budgets.......................................................................................................................................20 Redevelopment Dissolution............................................................................................................................20 CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS............22 Article XIIIA of the California Constitution...................................................................................................22 ii Article XIIIB of the California Constitution...................................................................................................22 Proposition 62.................................................................................................................................................23 Proposition 218...............................................................................................................................................23 Unitary Property .............................................................................................................................................24 Proposition 22.................................................................................................................................................24 Proposition 1A................................................................................................................................................24 Proposition 26.................................................................................................................................................25 Future Initiatives.............................................................................................................................................25 TAX MATTERS.................................................................................................................................................25 CERTAIN LEGAL MATTERS .........................................................................................................................27 ABSENCE OF LITIGATION............................................................................................................................27 UNDERWRITING .............................................................................................................................................28 RATING.............................................................................................................................................................28 FINANCIAL ADVISOR....................................................................................................................................28 CONTINUING DISCLOSURE..........................................................................................................................28 FINANCIAL STATEMENTS OF THE CITY...................................................................................................29 MISCELLANEOUS...........................................................................................................................................29 General..............................................................................................................................................................1 Government and Administration.......................................................................................................................1 Risk Management.............................................................................................................................................1 CITY FINANCIAL INFORMATION..................................................................................................................3 General..............................................................................................................................................................3 Accounting and Financial Reporting................................................................................................................3 Budget Procedure, Current Budget and Historical Budget Information...........................................................3 Comparative Change in Fund Balance of the City General Fund.....................................................................5 Comparative General Fund Balance Sheets of the City....................................................................................6 Property Taxes..................................................................................................................................................7 Sales Taxes.......................................................................................................................................................9 Services...........................................................................................................................................................10 Tax Revenues by Source.................................................................................................................................10 Indebtedness ...................................................................................................................................................10 Retirement Contributions................................................................................................................................11 Other Post-Employment Benefits...................................................................................................................15 City Investment Policy....................................................................................................................................16 APPENDIX A THE CITY .........................................................................................................................A-1 APPENDIX B SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS...........................................B-1 APPENDIX C AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE YEAR ENDED JUNE 30, 2015....................................................................................................C-1 APPENDIX D PROPOSED FORM OF BOND COUNSEL OPINION....................................................D-1 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE............................................ E-1 APPENDIX F BOOK-ENTRY ONLY SYSTEM .....................................................................................F-1 APPENDIX G SUPPLEMENTAL INFORMATION – THE CITY OF LAKE ELSINORE....................G-1 APPENDIX H SPECIMEN MUNICIPAL BOND INSURANCE POLICY .............................................H-1 iii [INSERT LOCATION MAP] 1 OFFICIAL STATEMENT $__________________* LAKE ELSINORE FACILITIES FINANCING AUTHORITY LEASE REVENUE BONDS, SERIES 2016A INTRODUCTION This Official Statement (which includes the cover page and the appendices hereto) (the “Official Statement”), provides certain information concerning the sale and delivery of $___________ aggregate principal amount of Lake Elsinore Facilities Financing Authority Lease Revenue Bonds, Series 2016A (the “Series 2016 Bonds”). The net proceeds of the sale of the Series 2016 Bonds will be used to (i) finance the acquisition, construction and installation of certain capital improvements owned by the City, (ii) purchase a municipal bond insurance policy to guarantee payment of the principal of and interest on the Series 2016 Bonds, (iii) purchase a debt service reserve surety bond (the “Surety Bond”) for deposit in the reserve fund and (iv) pay the costs incurred in connection with the issuance of the Series 2016 Bonds. The Series 2016 Bonds are equally and ratably payable from base rental payments (the “Base Rental Payments”) to be made by the City of Lake Elsinore (the “City”) for the right to use certain real property consisting of the City’s City Hall, a fire station and certain park and recreation facilities, as further described herein (collectively, the “Property”), pursuant to a Lease Agreement, dated as of November 1, 2016 (the “Lease Agreement”), between the City, as lessee, and the Lake Elsinore Facilities Financing Authority(the “Authority”), as lessor. See “THE PROPERTY.” The Series 2016 Bonds will be issued pursuant to an Indenture, dated as of November 1, 2016 (the “Indenture”), by and among the Authority, the City and the Trustee. Pursuant to the Indenture, the Authority may issue additional bonds (the “Additional Bonds”) payable from the Base Rental Payments on a parity with the Series 2016 Bonds (the Series 2016 Bonds and any such Additional Bonds being collectively referred to as the “Bonds”). Pursuant to a Ground Lease, dated as of November 1, 2016 (the “Ground Lease”), by and between the City and the Authority, the City has leased the Property to the Authority. The Authority has subleased the Property to the City under the Lease Agreement. The Lease Agreement obligates the City to make Base Rental Payments to the Authority. The Trustee and the Authority have entered into an Assignment Agreement, dated as of November 1, 2016, pursuant to which the Authority has assigned to the Trustee for the benefit of the Bond Owners substantially all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement, including its right to receive the Base Rental Payments due under the Lease Agreement and to enforce any remedies in the event of a default by the City. The City will covenant under the Lease Agreement to take such action as may be necessary to include all Rental Payments, which are comprised of Base Rental Payments and Additional Rental Payments (which include taxes and assessments affecting the Property, administrative costs of the Authority relating to the Property, fees and expenses of the Trustee and other amounts payable under the Lease Agreement), due under the Lease Agreement as a separate line item in its annual budgets and to make the necessary annual appropriations therefor, subject to abatement as described herein. *Preliminary; subject to change. 2 Base Rental Payments are subject to complete or partial abatement in the event and to the extent that there is substantial interference with the City’s right to use and occupy the Property or any portion thereof. See “RISK FACTORS—Abatements.” Abatement of Base Rental Payments under the Lease Agreement, to the extent that payment is not made from alternative sources as set forth below, would result in all Bond Owners receiving less than the full amount of principal of and interest on the Bonds. To the extent that proceeds of insurance are available, Base Rental Payments (or a portion thereof) may be made during periods of abatement. See “RISK FACTORS—Abatements” and Appendix B — “SUMMARY OF PRINCIPAL LEGAL DOCUMENTS.” Payment of the principal of and interest on the Series 2016 Bonds will be insured by a municipal bond insurance policy (the “Policy”) to be issued by ____________ (the “Insurer”) concurrently with the issuance of the Series 2016 Bonds. See the caption “BOND INSURANCE.” A specimen of the Policy is set forth in Appendix H. THE SERIES 2016 BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM BASE RENTAL PAYMENTS AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE CITY OR THE STATE OF CALIFORNIA (THE “STATE”), OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE SERIES 2016 BONDS. THE AUTHORITY HAS NO TAXING POWER. THE OBLIGATION OF THE CITY TO MAKE THE BASE RENTAL PAYMENTS DOES NOT CONSTITUTE A DEBT OF THE CITY, THE STATE OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY OR THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. The City has agreed to provide, or cause to be provided, to the Municipal Securities Rulemaking Board for purposes of Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission certain annual financial information and operating data and, in a timely manner, notice of certain listed events. These covenants have been made in order to assist the Underwriter in complying with SEC Rule 15c2-12(b)(5). See “CONTINUING DISCLOSURE” herein for a description of the specific nature of the annual report and notices of listed events and a summary description of the terms of the disclosure agreement pursuant to which such reports are to be made. The Series 2016 Bonds are being issued in fully registered book-entry only form, initially registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”). Interest on the Series 2016 Bonds is payable semiannually on April 1 and October 1 of each year, commencing April 1, 2017. Purchasers will not receive certificates representing their interest in the Series 2016 Bonds. Individual purchases will be in principal amounts of $5,000 or integral multiples thereof. Principal of and interest on the Series 2016 Bonds will be paid by Wilmington Trust, National Association, as trustee (the “Trustee”) to DTC for subsequent disbursement to DTC Participants which are obligated to remit such payments to the Beneficial Owners of the Series 2016 Bonds. See “THE SERIES 2016 BONDS—Book-Entry Only System” herein. The Series 2016 Bonds are subject to redemption prior to maturity as described herein. See “THE SERIES 2016 BONDS—Redemption.” Wilmington Trust, National Association, Costa Mesa, California, will act as Trustee with respect to the Series 2016 Bonds. The Series 2016 Bonds will be issued subject to the approval as to their legality by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, and certain other conditions. The Underwriter is being represented by its counsel, Nossaman, LLP, Irvine, California. Certain legal matters will be passed upon for the City by Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, as Disclosure Counsel to the City, and for the Trustee by its counsel. 3 The City’s financial statements for the fiscal year ended June 30, 2015 includedas Appendix C hereto have been audited by Teaman, Ramirez & Smith, Inc., certified public accountants, Riverside, California (the “Auditor”). See Appendix C—“AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE FISCAL YEAR ENDED JUNE 30, 2015” herein. The City’s financial statements are public documents and are included within this Official Statement without the prior approval of the Auditor. Accordingly, the Auditor has not performed any post-audit review of the financial condition of the City. Certain events could affect the ability of the City to make the Base Rental Payments when due. See “RISK FACTORS” for a discussion of certain factors that should be considered, in addition to other matters set forth herein, in evaluating an investment in the Series 2016 Bonds. The presentation of information, including tables of receipt of revenues, is intended to show recent historical information and, except for the unaudited estimated actual results for Fiscal Year 2016 and the budget discussion for Fiscal Year 2016-17, is not intended to indicate future or continuing trends in the financial position or other affairs of the City. No representation is made that past experience, as it might be shown by such financial and other information, will necessarily continue or be repeated in the future. The summaries or references to the Indenture, the Lease Agreement, the Ground Lease, the Assignment Agreement and other documents, agreements and statutes referred to herein, and the description of the Series 2016 Bonds included in this Official Statement, do not purport to be comprehensive or definitive, and such summaries, references and descriptions are qualified in their entireties by reference to each such document or statute. All capitalized terms used in this Official Statement (unless otherwise defined herein) which are defined in the Indenture or the Lease Agreement shall have the meanings set forth therein, some of which are summarized in Appendix B—“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS.” THE SERIES 2016 BONDS General The Series 2016 Bonds shall be issued in fully registered form without coupons in denominations of $5,000 or any integral multiple thereof. The Series 2016 Bonds will be dated as of and bear interest (calculated on the basis of a 360-day year comprised of twelve 30-day months) from the dated date thereof at the rates set forth on the inside cover page hereof. Interest on the Series 2016 Bonds will be paid semiannually on April 1 and October 1 (each, an “Interest Payment Date”) of each year, commencing April 1, 2017. Interest on the Series 2016 Bonds will be payable from the Interest Payment Date next preceding the date of authentication thereof unless (i) a Series 2016 Bond is authenticated on or before an Interest Payment Date and after the close of business the fifteenth day of the month next preceding such Interest Payment Date (the “Record Date”), in which event it will bear interest from such Interest Payment Date, (ii) a Series 2016 Bond is authenticated on or before the first Record Date, in which event interest thereon will be payable from the dated date thereof, or (iii) interest on any Series 2016 Bond is in default as of the date of authentication thereof, in which event interest thereon will be payable from the date to which interest has been paid in full, payable on each Interest Payment Date. Interest will be paid in lawful money of the United States on each Interest Payment Date to the Persons in whose names the ownership of the Series 2016 Bonds is registered on the Registration Books at the close of business on the immediately preceding Record Date, except as provided below. Interest will be paid by check of the Trustee mailed by first class mail, postage prepaid, on each Interest Payment Date to the Series 2016 Bond Owners at their respective addresses shown on the Registration Books as of the close of business on the preceding Record Date. The principal and premium, if any, of the Series 2016 Bonds will be payable in lawful money of the United States of America upon presentation and surrender thereof upon maturity or earlier redemption at the Office of the Trustee. The Series 2016 Bonds will be subject to optional, mandatory sinking fund and extraordinary redemption as set forth herein. 4 Registration, Transfers and Exchanges The Series 2016 Bonds will be issued as fully registered bonds, registered in the name of Cede & Co. as nominee of DTC, and will be available to actual purchasers of the Series 2016 Bonds (the “Beneficial Owners”) in the denominations set forth above, under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants (as defined in Appendix F) as described herein. Beneficial Owners will not be entitled to receive physical delivery of the Series 2016 Bonds. See “THE SERIES 2016 BONDS—Book-Entry Only System.” Redemption Optional Redemption. The Series 2016 Bonds maturing on or after April 1, 20__, shall be subject to optional redemption, in whole or in part, on any date on or after April 1, 20__, in Authorized Denominations, from and to the extent of prepaid Base Rental Payments paid pursuant to the Lease Agreement, at a Redemption Price equal to the principal amount of the Series 2016 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. Extraordinary Redemption from Condemnation Award or Insurance Proceeds. The Series 2016 Bonds are subject to redemption, in whole or in part, on any date, in denominations of $5,000 or any integral multiple thereof, from and to the extent of any insurance proceeds or condemnation award received with respect to all or a portion of the Property, deposited by the Trustee in the Redemption Fund pursuant to the Indenture, at a Redemption Price equal to the principal amount of the Series 2016 Bonds to be redeemed, plus accrued interest thereon to the date of redemption, without premium. Mandatory Sinking Fund Redemption. The Series 2016 Bonds maturing April 1, 20__ are subject to mandatory sinking fund redemption in part (by lot) on each April 1 on and after April 1, 20__, in integral multiples of $5,000 at a Redemption Price of the principal amount thereof plus accrued interest to the date fixed for redemption, without premium, in accordance with the following schedule: Sinking Fund Redemption Date (April 1) Principal Amount To Be Redeemed (maturity) Selection of Bonds for Redemption. Whenever provision is made in the Indenture for the redemption of less than all of the Bonds, the Trustee shall select the Bonds to be redeemed from all Bonds not previously called for redemption (a) with respect to any optional redemption of Bonds of a Series, among maturities of Bonds of such Series as directed in a Written Request of the Authority, (b) with respect to any redemption from and to the extent of any insurance proceeds or condemnation award received with respect to all or a portion of the Property and the corresponding provision of any Supplemental Indenture pursuant to which Additional Bonds are issued, among maturities of all Series of Bonds on a pro rata basis as nearly as practicable, and (c) with respect to any other redemption of Additional Bonds, among maturities as provided in the Supplemental Indenture pursuant to which such Additional Bonds are issued, and by lot among Bonds of the same Series with the same maturity in any manner which the Trustee in its sole discretion deemsappropriate and fair. For purposes of such selection, all Bonds willbe deemed to be comprised of separate $5,000 denominations and such separate denominations will be treated as separate Bonds which may be separately redeemed. Notice of Redemption. At least 20 but not more than 60 days prior to the date fixed for redemption, the Trustee on behalf and at the expense of the Authority will mail (by first class mail) notice of any redemption to the respective Owners of any Bonds designated for redemption at their respective addresses appearing on the Registration Books, provided, however, so long as the Bonds are registered in the name of the Nominee, notice shall be given in such manner as complies with the requirements of DTC. Such notice will state the date of the 5 notice, the redemption date, the redemption place and the Redemption Price and shall designate the CUSIP numbers, the Bond numbers and the maturity or maturities (except 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 principal corporate trust 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 date fixed for redemption. Such notice may state that such redemption is conditioned upon sufficient funds being on deposit on the redemption date to redeem the Bonds so called for redemption. Neither the failure to receive any notice so mailed, nor any defect in such notice, will affect the validity of the proceedings for the redemption of the Bonds or the cessation of accrual of interest thereon from and after the date fixed for redemption. Partial Redemption of Bonds. Upon surrender of any Bonds redeemed in part only, the Authority will execute and the Trustee will authenticate and deliver to the Owner thereof, at the expense of the Authority, a new Bond or Bonds of the same Series in authorized denominations equal in aggregate principal amount representing the unredeemed portion of the Bonds surrendered. Effect of Notice of Redemption. Notice having been mailed as aforesaid, and moneys for the Redemption Price, and the interest to the applicable date fixed for redemption, having been set aside in the Redemption Fund, the Bonds will become due and payable on said date, and, upon presentation and surrender thereof at the principal corporate trust office of the Trustee, said Bonds will be paid at the Redemption Price thereof, together with interest accrued and unpaid to said date. If, on said date fixed for redemption, moneys for the Redemption Price of all the Bonds to be redeemed, together with interest to said date, will be held by the Trustee so as to be available therefor on such date, and, if notice of redemption thereof has been mailed as aforesaid and not canceled, then, from and after said date, interest on said Bonds will cease to accrue and become payable. All moneys held by or on behalf of the Trustee for the redemption of Bonds will be held in trust for the account of the Owners of the Bonds so to be redeemed without liability to such Owners for interest thereon. All Bonds paid at maturity or redeemed prior to maturity pursuant to the provisions of the Indenture will be canceled upon surrender thereof and destroyed. Book-Entry Only System General. DTC will act as securities depository for the Series 2016 Bonds. The Series 2016 Bonds will be issued as fully-registered bonds registered in the name of Cede & Co. (DTC’s partnership nominee). One fully-registered Series 2016 Bond will be issued for each maturity of the Series 2016 Bonds, each in the initial aggregate principal amount of such maturity, and will be deposited with DTC. See Appendix F —“BOOK- ENTRY ONLY SYSTEM.” Transfer and Exchange of Bonds. The following provisions regarding the exchange and transfer of the Series 2016 Bonds apply only during any period in which the Series 2016 Bonds are not subject to DTC’s book- entry system. While the Series 2016 Bonds are subject to DTC’s book-entry system, their exchange and transfer will be effected through DTC and the Participants and will be subject to the procedures, rules and requirements established by DTC. Any Bond may, in accordance with its terms, be transferred upon the books required to be kept by the Trustee pursuant to the provisions of the Indenture by the Person in whose name it is registered, in person or by his or her duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form acceptable to the Trustee. Whenever any Bond or Bonds will be surrendered for transfer, the Authority will execute and the Trustee will authenticate and will deliver a new Bond or Bonds of the same Series in a like aggregate principal amount, in any Authorized Denomination. The Trustee will require the Bond Owner requesting such transfer to pay any tax or other governmental charge required to be paid with respect to such transfer. 6 The Bonds may be exchanged at the principal corporate trust office of the Trustee for a like aggregate principal amount of Bonds of the same Series of other authorized denominations. The Trustee will 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 is not obligated to make any transfer or exchange of Bonds of a Series during the period established by the Trustee for the selection of Bonds of such Series for redemption, or with respect to any Bonds of such Series selected for redemption. SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS Pledge of Revenues The Series 2016 Bonds are equally and ratably payable from and secured by Base Rental Payments and certain amounts on deposit in the funds and accounts established under the Indenture. Base Rental Payments will be paid by the City from any and all legally available funds. See, “THE CITY,” “FINANCIAL INFORMATION” and “RISK FACTORS.” The City has covenanted in the Lease Agreement to take such action as may be necessary to include all Base Rental Payments and Additional Rental Payments due under the Lease Agreement as a separate line item in its annual budgets and to make the necessary annual appropriations therefor. The Authority, pursuant to the Assignment Agreement, will assign to the Trustee for the benefit of the Series 2016 Bond Owners all of the Authority’s right, title and interest in and to the Ground Lease and the Lease Agreement, including, without limitation, its right to receive Base Rental Payments to be paid by the City under and pursuant to the Lease Agreement; provided that, the Authority will retain the rights to indemnification and to payment of reimbursement of its reasonable costs and expenses under the Lease Agreement. The City will pay Base Rental Payments directly to the Trustee, as assignee of the Authority. See “—Base Rental Payments” below. Pursuant to the Indenture, the Authority may issue Additional Bonds payable from the Base Rental Payments on a parity with the Series 2016 Bonds. See Appendix B —“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—The Indenture—Additional Bonds.” Subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth in the Indenture, all of the Base Rental Payments and any other amounts (including proceeds of the sale of the Bonds) held in the Base Rental Payment Fund, the Interest Fund, the Principal Fund and the Redemption Fund are pledged by the Authority pursuant to the Indenture to secure the payment of the principal of, premium, if any, and interest on the Bonds in accordance with their terms, the provisions of the Indenture and the Act. Said pledge constitutes a first lien on such assets. THE SERIES 2016 BONDS ARE SPECIAL OBLIGATIONS OF THE AUTHORITY, PAYABLE SOLELY FROM BASE RENTAL PAYMENTS AND THE OTHER ASSETS PLEDGED THEREFOR UNDER THE INDENTURE. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE AUTHORITY, THE CITY OR THE STATE, OR ANY POLITICAL SUBDIVISION THEREOF, IS PLEDGED TO THE PAYMENT OF THE SERIES 2016 BONDS. THE AUTHORITY HAS NO TAXING POWER. 7 Base Rental Payments Rental Payments, including Base Rental Payments, will be paid by the City to the Authority for and in consideration of the right to use and occupy the Property and in consideration of the continued right to the quiet use and enjoyment thereof during each Rental Period for which such Rental Payments are to be paid. Each Base Rental Payment will be deposited with the Trustee no later than the 15th day of the month next preceding each Interest Payment Date (the “Base Rental Deposit Date”) on which such Base Rental Payment is due. All Base Rental Payments will be paid directly by the City to the Trustee, and if received by the Authority at any time will be transferred by the Authority to the Trustee within one Business Day after the receipt thereof. All Base Rental Payments received by the Trustee will be deposited by the Trustee in the Base Rental Payment Fund. Pursuant to the Indenture, on the Business Day immediately preceding each Interest Payment Date and on the Business Day immediately preceding each Principal Payment Date, the Trustee will transfer amounts in the Base Rental Payment Fund as are necessary to the Interest Fund and the Principal Fund to provide for the payment of the interest on and principal of the Series 2016 Bonds. Scheduled Base Rental Payments relating to the Series 2016 Bondsare set forth below under the heading “BASE RENTAL PAYMENT SCHEDULE.” THE OBLIGATION OF THE CITY TO MAKE THE BASE RENTAL PAYMENTS DOES NOT CONSTITUTE A DEBT OF THE CITY OR THE STATE OR OF ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMIT OR RESTRICTION, AND DOES NOT CONSTITUTE AN OBLIGATION FOR WHICH THE CITY OR THE STATE IS OBLIGATED TO LEVY OR PLEDGE ANY FORM OF TAXATION OR FOR WHICH THE CITY OR THE STATE HAS LEVIED OR PLEDGED ANY FORM OF TAXATION. Additional Rental Payments For the right to use and occupy the Property, the Lease Agreement requires the City to pay, as Additional Rental Payments thereunder, in addition to the Base Rental Payments, such amounts as shall be required for the payment of the following: (i)All taxes and assessments of any type or nature charged to the Authority or the City or affecting the Property or the respective interests or estates of the Authority or the City therein. (ii)All reasonable administrative costs of the Authority relating to the Property including, but without limiting the generality of the foregoing, salaries, wages, fees and expenses, compensation and indemnification of the Trustee payable by the Authority under the Indenture, fees of auditors, accountants, attorneys or engineers, and all other necessary and reasonable administrative costs of the Authority or charges required to be paid by it in order to maintain its existence or to comply with the terms of the Indenture or the Lease Agreement or to defend the Authority and its members, officers, agents and employees. (iii)Insurance premiums for all insurance required pursuant to the Lease Agreement. (iv)Any amounts with respect to the Lease Agreement or the Bonds required to be rebated to the federal government in accordance with section 148(f) of the Internal Revenue Code of 1986, as amended. (v)All other payments required to be paid by the City under the provisions of the Lease Agreement or the Indenture. Amounts constituting Additional Rental Payments payable under the Lease Agreement will be paid by the City directly to the person or persons to whom such amounts are payable. The City will pay all such amounts when due or at such later time as such amounts may be paid without penalty or, in any other case, within 60 days 8 after notice in writing from the Trustee to the City stating the amount of Additional Rental Payments then due and payable and the purpose thereof. Abatement Base Rental Payments and Additional Rental Payments are paid by the City in each Rental Period for and in consideration of the right to use and occupy the Property. Except as otherwise specifically provided in the Lease Agreement, during any period in which, by reason of material damage to, or destruction or condemnation of, the Property, or any defect in title to the Property, there is substantial interference with the City’s right to use and occupy any portion of the Property, Rental Payments are subject to abatement proportionately, and the City waives the benefits of Civil Code Sections 1932(1), 1932(2) and 1933(4) and any and all other rights to terminate the Lease Agreement by virtue of any such interference, and the Lease Agreement will continue in full force and effect. The amount of such abatement will be agreed upon by the City and the Authority; provided, however, that the Rental Payments due for any Rental Period may not exceed the annual fair rental value of that portion of the Property available for use and occupancy by the City during such Rental Period. Any such abatement will continue for the period commencing with the date of interference resulting from such damage, destruction, condemnation or title defect and, with respect to damage to or destruction of the Property, ending with the substantial completion of the work of repair or replacement of the Property, or the portion thereof so damaged or destroyed; and the term of the Lease Agreement will be extended as provided in the Lease Agreement, except that the term will in no event be extended tenyears beyond the stated termination date of the Lease Agreement. The Trustee cannot terminate the Lease Agreement in the event of such substantial interference. Abatement of Base Rental Payments and Additional Rental Payments is not an event of default under the Lease Agreement and does not permit the Trustee to take any action or avail itself of any remedy against the City. See Appendix B —“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—The Lease Agreement–Rental Abatement.” Notwithstanding the foregoing, to the extent that moneys are available for the payment of Rental Payments due under the Lease Agreement in any of the funds and accounts established under the Indenture (including as a result of the availability of insurance proceeds), such Rental Payments will not be abated as provided above but, rather, will be payable by the City as a special obligation payable solely from said funds and accounts. See “RISK FACTORS—Abatements” and Appendix B — “SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS.” Additional Bonds The Authority may at any time issue one or more Series of Additional Bonds payable from Base Rental Payments on a parity with all other Bonds issued under the Indenture, subject to, among others, the following conditions: (a)The Authority shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it; (b)The City shall be in compliance with all agreements, conditions, covenants and terms contained herein, in the Lease Agreement and in the Ground Lease required to be observed or performed by it; and (c)The Ground Lease shall have been amended, to the extent necessary, and the Lease Agreement shall have been amended so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds, payable at such times and in such manner as may be necessary to provide for the payment of the principal of and interest on such Additional Bonds; provided, however, that no such amendment shall be made such that the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional 9 Rental Payments, in any Rental Period shall be in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith (evidence of the satisfaction of such condition shall be made by a Written Certificate of the City). Nothing contained in the Indenture limits the issuance of any bonds or other obligations payable from Base Rental Payments if, after the issuance and delivery of such bonds or other obligations, none of the Bonds theretofore issued hereunder will be Outstanding. See Appendix B —“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—THE INDENTURE—ISSUANCE OF BONDS; APPLICATION OF PROCEEDS— Conditions for the Issuance of Additional Bonds.” Substitution, Addition and Removal of Property The Authority and the City may amend the Lease Agreement to substitute alternate real property for any portion of the Property to add additional real property or to release a portion of the Property from the Lease Agreement, upon compliance with all of the conditions set forth in the Lease Agreement and described below. After a substitution or release, the portion of the Property for which the substitution or release has been effected will be released from the leasehold encumbrance of the Lease Agreement. The Lease Agreement provides that there will be no reduction in or abatement of the Base Rental Payments due from the City thereunder as a result of such substitution or release. Any such substitution or release is subject to the following specific conditions precedent to such substitution or release: (a)an independent certified real estate appraiser selected by the City finds (and delivers a certificate to the City and the Trustee setting forth its findings) that the Property, as constituted after such substitution or release, (i) has an annual fair rental value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period, and (ii) has a useful life in excess of the final maturity of any Outstanding Bonds. (b)the City obtains or causes to be obtained a CLTA or ALTA title insurance policy or policies with respect to any substituted property in an amount at least equal to the aggregate principal amount of any Outstanding Bonds of the type and with the endorsements described in the Lease Agreement; (c)the City provides the Trustee with an opinion of counsel to the effect that such substitution or release will not, in and of itself, cause the interest on the Bonds to be included in gross income for federal income tax purposes; (d)the City, the Authority and the Trustee execute, and the City causes to be recorded with the Riverside County Recorder, any document necessary to reconvey to the City the portion of the Property being released and to include any substituted real property in the description of the Property contained in the Lease Agreement and in the Ground Lease; and (e)the City provides notice of such substitution to each rating agency then rating the Bonds. See Appendix B —“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—The Lease Agreement— Substitution or Release of the Property” Action on Default Should the City default under the Lease Agreement, the Trustee, as assignee of the Authority under the Lease Agreement, may terminate the Lease Agreement and recover certain damages from the City, or may retain the Lease Agreement and hold the City liable for all Base Rental Payments thereunder on an annual basis, and will have the right to re-enter and re-let the Property. In the event such re-letting occurs, the City would be liable for any resulting deficiency in Base Rental Payments. Base Rental Payments may not be accelerated upon a 10 default under the Lease Agreement. See “RISK FACTORS—Limited Recourse on Default; No Acceleration of Base Rental.” For purposes of certain actions of Bond Owners under the Indenture and the Lease Agreement, such as certain consents and amendments and the direction of remedies following default, Series 2016 Bond Owners do not act alone and may not control such matters to the extent such matters are not supported by the requisite number of the Owners of all Bonds and Additional Bonds, if any. For a description of the events of default and permitted remedies of the Trustee (as assignee of the Authority) contained in the Lease Agreement and the Indenture, see Appendix B —”SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—The Lease Agreement—Default” and “—The Indenture—Events of Default,” “—Other Remedies of the Trustee,” and “Limitation on Suits.” Reserve Fund The Indenture establishes a Reserve Fund, which is required to be maintained in an amount equal to $________ (the “Reserve Fund Requirement”). Moneys in the Reserve Fund will be held in trust as a reserve for the payment when due of all debt service payments on the Series 2016 Bonds. Pursuant to the Indenture, the Authority may determine that the Reserve Fund be funded with cash, a reserve fund surety or a combination thereof. See Appendix B —“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS —The Indenture— Reserve Fund.” Concurrently with the issuance of the Series 2016 Bonds, the Surety Bond in the stated amount equal to the Reserve Fund Requirement will be deposited in the Reserve Fund. [Reserve Surety Provider language to come] Insurance The Lease Agreement requires the City to maintain or cause to be maintained fire, lightning and special extended coverage insurance (which includes coverage for vandalism and malicious mischief, but need not include coverage for earthquake damage) on all improvements constituting any part of the Property in an amount equal to the greater of 100% of the replacement cost of such improvements or 100% of the outstanding principal amount of the Bonds. The City has an insurance policy which provides replacement cost coverage. All insurance required to be maintained pursuant to the Lease Agreement may be subject to a deductible in an amount not to exceed $500,000. The City’s obligation to maintain the insurance described above (except for rental interruption insurance) may be satisfied by self-insurance, provided such self-insurance complies with the requirements of the Lease Agreement. See Appendix B —”SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—The Lease Agreement—Insurance.” The Lease Agreement requires the City to maintain rental interruption insurance to cover the Authority’s loss, total or partial, of Base Rental Payments resulting from the loss, total or partial, of the use of any part of the Property as a result of any of the hazards covered by the casualty insurance described in the preceding paragraph, in an amount sufficient at all times to pay an amount not less than the product of two times the maximum amount of Base Rental Payments scheduled to be paid during any Rental Period. The City is not permitted to self-insure its obligation to maintain rental interruption insurance. The City is also required to maintain or cause to be maintained, throughout the term of the Lease Agreement, a standard commercial general liability insurance policy or policies in protection of the City, the Authority and their respective members, officers, agents and employees, and workers’ compensation insurance as described in Appendix B —“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—The Lease Agreement—Insurance.” 11 The City is required under the Lease Agreement to provide, at its own expense, one or more CLTA or ALTA title insurance policies for the Property, in the aggregate amount of not less than the initial aggregate principal amount of the Series 2016 Bonds, insuring the fee interest of the City in the Property, the Authority’s leasehold estate in the Property under the Ground Lease, and the City’s subleasehold estate in the Property under the Lease Agreement, subject only to Permitted Encumbrances, and providing that all proceeds thereunder are payable to the Trustee for the benefit of the Bond Owners. BOND INSURANCE [Bond insurer language to come from insurer] SOURCES AND USES OF FUNDS The sources and uses of funds with respect to the Series 2016 Bonds are shown below. Series 2016 Bonds Sources Principal Amount of Series 2016 Bonds $ Net Original Issue Premium/Discount Total Sources $ Uses Construction Fund $ Cost of Issuance Fund(1) Total Uses $ (1)Includes legal, financial advisory, rating agency, Underwriter’s Discount, premiums for the Policy and the Surety Bond, printing fees and other miscellaneous costs of issuance. 12 BASE RENTAL PAYMENT SCHEDULE Following is the annual schedule of Base Rental Payments due with respect to the Series 2016 Bonds: Lease Payment Date Series 2016 Bond Principal Series 2016 Bond Interest Total Series 2016 Bond Payments $ $ $ Total $___________$$ 13 THE 2016 PROJECT The 2016 Project consists of the acquisition, construction and installation of certain capital improvements for the City’s La Laguna Resort and Boat Launch (the “2016 Project”). In 2012, the City completed construction of the La Laguna Resort and Boat Launch, a recreational boat launch on the shore of Lake Elsinore. The 2016 Project consists of improvements to and expansion of the La Laguna Resort and Boat Launch including: (1) a new main entry, gate house and check-in building; (2) construction of office space, laundry facilities, a concession stand, a bait and tackle shop, a dump station and a clubhouse; (3) construction of RV and boat parking areas; (4) improvements to accommodate 236 campsites including sewer and water main improvements, restrooms and shower facilities; and (5) construction of recreational areas which are expected to include, a gazebo, dog park, basketball courts, putting greenand share structures covering picnic/barbeque areas. In April 2015, the City awarded a contract for the design of the various aspects of the 2016 Project. The City expects to award a construction contract for the 2016 Project and commence construction in January 2017 and to complete construction in February 2018. The City has received all necessary environmental and other approvals in connection with the 2016 Project. The City undertook feasibility studies and rate modeling to project the increase in revenues to be generated by the La Laguna Resort and Boat Launch upon completion of the 2016 Project. Based on such studies, the City projectsrevenues generated at 40% occupancy/usage of the 2016 Project (i.e. camping facilities, parking fees and revenues from vendors) to exceed projected operation and maintenance costs and debt service on the Series 2016 Bonds. However, the City can make no assurance as to the amounts of such revenues actually generated or as to the ultimate financial success of the 2016 Project. The success of the 2016 Project may be reliant in part on the water quality of Lake Elsinore. See “RISK FACTORSRisks Affecting the Success of or the 2016 Project” herein. The Series 2016 Bonds are secured by and payable from Base Rental Payments and certain amounts on deposit in the funds and accounts established under the Indenture and there is no special or direct pledge of revenues generated by the 2016 Project to pay debt service on the Series 2016 Bonds. THE PROPERTY The Property consists of the following City-owned facilities: City Hall. The City’s City Hall is located at 130 South Main Street, Lake Elsinore, California and consists of an office building of approximately 7,796 square feet. The City Hall facility includes an auditorium which includes the office space adjacent to the City Council chambers. The City Hall facility was completed in 1934. Fire Station No. 10.The City’s Fire Station No. 10 is located at 410 W. Graham Street and consists of a facility of approximately 5,000 square feet. Fire Station No. 10 houses three fire engines, an eight-bed barracks/mess hall as well as offices, restrooms and a workroom. Also located on the parcel for Fire Station No. 10 and part of the Property are a community center building and a parking lot. Fire Station No. 10 was completed in 1950. Rosetta Canyon Park. Rosetta Canyon Park is located at 39423 Ardenwood Way and consists of a park facility of approximately 16 acres. Completed amenities located on the park include lighted tennis courts, basketball courts, picnic areas, a two-story concession stand, lighted synthetic turf football/soccer field and five ball fields. Rosetta Canyon Park was completed in [2016]. The City has the right to substitute or release all or portion of the Property subject to certain conditions precedent. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDSSubstitution and Removal of Property.” 14 THE AUTHORITY Organization and Membership The Authority was formed pursuant to the provisions of Article 1 (commencing with Section 6500) of Chapter 5 of Division 7 of Title 1 of the Government Code of the State of California (the “Act”) and the Joint Exercise of Powers Agreement, dated as of September 1, 2016 (the “JPA Agreement”), by and between the City and the Parking Authority of the City of Lake Elsinore (the “Parking Authority”). The Authority was formed by and between the City and the Parking Authorityto assist in financing the acquisition, construction, installation and improvement of public facilities and other public capital improvements. The Authority functions as a public entity, separate and apart from the City and the Parking Authority, and is administered by a five-member governing board consisting of the members of the City Council. The City Attorney serves as counsel to the Authority. The Authority has no employees and all staff work is performed by the City or consultants. Powers Under the JPA Agreement, the Authority is empowered to assist in financing the acquisition, construction, installation and improvement of public facilities and other public capital improvements through the issuance of bonds in accordance with the Act. To exercise its powers, the Authority is authorized, in its own name, to do all necessary acts, including but not limited to making and entering into contracts; employing agents and employees; and to sue or be sued in its own name. THE CITY Information with respect to the City, including financial information and certain economic and demographic information is provided in Appendix A —“THE CITY” attached hereto. A copy of the financial statements of the City for the fiscal year ended June 30, 2015 is attached hereto as Appendix C which should be read in its entirety. See Appendix B “AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE YEAR ENDED JUNE 30, 2015.” RISK FACTORS The following factors, along with the other information in this Official Statement, should be considered by potential investors in evaluating the purchase of the Series 2016 Bonds. However, they do not purport to be an exhaustive listing of risks and other considerations which may be relevant to an investment in the Series 2016 Bonds. In addition, the order in which the following factors are presented is not intended to reflect the relative importance of any such risks. General Considerations – Security for the Series 2016 Bonds The Series 2016 Bonds are special obligations of the Authority, payable solely from Base Rental Payments and the other assets pledged under the Indenture. Neither the faith and credit nor the taxing power of the Authority, the City or the State, or any political subdivision thereof, is pledged to the payment of the Series 2016 Bonds. The Authority has no taxing power. The obligation of the City to make the Base Rental Payments does not constitute a debt of the City or the State or of any political subdivision thereof within the meaning of any constitutional or statutory debt limit or restriction, and does not constitute an obligation for which the City or the State is obligated to levy or pledge any form of taxation or for which the City or the State has levied or pledged any form of taxation. 15 Although the Lease Agreement does not create a pledge, lien or encumbrance upon the funds of the City, the City is obligated under the Lease Agreement to pay the Base Rental Payments and Additional Rental Payments from any source of legally available funds and the City has covenanted in the Lease Agreement that it will take such action as may be necessary to include all Base Rental Payments and Additional Rental Payments due under the Lease Agreement as a separate line item in its annual budgets and to make necessary annual appropriations for all such Rental Payments, subject to abatement. The City is currently liable and may become liable on other obligations payable from general revenues. The City has the capacity to enter into other obligations which may constitute additional charges against its revenues. To the extent that additional obligations are incurred by the City, the funds available to make Base Rental Payments may be decreased. In the event the City’s revenue sources are less than its total obligations, the City could choose to fund other activities before making Base Rental Payments and other payments due under the Lease Agreement. The same result could occur if, because of California Constitutional limits on expenditures, the City is not permitted to appropriate and spend all of its available revenues. However, the City’s appropriations have never exceeded the limitation on appropriations under Article XIIIB of the California Constitution. See “CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS—Article XIIIB of the California Constitution.” Abatements In the event of substantial interference with the City’s right to use and occupy any portion of the Property by reason of damage to, or destruction or condemnation of the Property, or any defects in title to the Property, Base Rental Payments will be subject to abatement. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS—Abatement.” In the event that such portion of the Property, if damaged or destroyed by an insured casualty, could not be replaced during the period of time in which proceeds of the City’s rental interruption insurance will be available in lieu of Base Rental Payments, plus the period for which funds are available from the funds and accounts established under the Indenture, or in the event that casualty insurance proceeds are insufficient to provide for complete repair or replacement of such portion of the Property or redemption of the Series 2016 Bonds, there could be insufficient funds to make payments to Owners in full. It is not always possible to predict the circumstances under which abatement of rental may occur. In addition, there is no statute, case or other law specifying how such an abatement of rental should be measured. For example, it is not clear whether fair rental value is established as of commencement of the lease or at the time of the abatement. If the latter, it may be that the value of the Property is substantially higher or lower than its value at the time of the execution and delivery of the Series 2016 Bonds. Abatement, therefore, could have an uncertain and material adverse effect on the security for and payment of the Series 2016 Bonds. If damage, destruction, title defect or eminent domain proceedings with respect to the Property results in abatement of the Base Rental Payments related to such Property and if such abated Base Rental Payments, if any, together with moneys from rental interruption or use and occupancy insurance (in the event of any insured loss due to damage or destruction), and eminent domain proceeds, if any, are insufficient to make all payments of principal and interest with respect to the Series 2016 Bonds during the period that the Property is being replaced, repaired or reconstructed, then all or a portion of such payments of principal and interest may not be made. Under the Lease Agreement and the Indenture, no remedy is available to the Series 2016 Bond Owners for nonpayment under such circumstances. Seismic Activity All jurisdictions in California are subject to the effects of damaging earthquakes. Earthquakes are considered a threat to the City due to the highly active seismic region and the proximity of fault zones, which could influence the entire southern coastal portion of the State. However, no major earthquake has caused substantial damage to the community. 16 An earthquake along one of the faults in the vicinity, either known or unknown, could cause a number of casualties and extensive property damage. The effects of such a quake could be aggravated by aftershocks and secondary effects such as fires, landslides, dam failure, liquefaction and other threats to public health, safety and welfare. The potential direct and indirect consequences of a major earthquake can easily exceed the resources of the City and would require a high level of self-help, coordination and cooperation. No active faults are known to pass through the City. The closest active faults are the Elsinore-Glen Ivy fault (10.1 miles away), the Chino fault (11.1 miles away), and the Newport Inglewood fault (14.4 miles away). The occurrence of surface rupture on these segments would not be expected to produce fault surface rupture within the City. The two known local faults, Aliso and the Cristianitos, are thought to be inactive. An earthquake on either of these two faults would be particularly damaging to residential buildings, especially to those of older wooden or unreinforced masonry construction, or to mobile homes, although the City currently has no mobile homes. Risks Affecting the Success of or the 2016 Project The City’s projections of revenues to be generated from the 2016 Project are dependent, in part, on the attraction of the recreational activities available at Lake Elsinore. Such recreational facilities include, boating, fishing and other water sports. From time-to-time, Lake Elsinore experiences blue-green algae bloom, which can result in elevated levels of toxins in the lake water posinghealth risks to humans. In recent years, decreasing lake levels as a result of the ongoing drought in California has led has led to rising lake water temperature. Such conditions has resulted in more common occurrences of the algae bloom. The City conducts ongoing monitoring of the lake level and the concentration of toxins in the lake water. When the concentration of the resulting toxins in the water increases to a degree that is harmful to humans, the City has issued health warnings to and public safety information to residents and visitors. The presence of toxins in the lake as a result of blue-green algae bloom could lead to reduced usage of the facilities associated with the 2016 Project and reduced tourism to the City as a whole. The City can make no assurance as to the amounts of revenues actually generated or as to the ultimate financial success of the 2016 Project. The Series 2016 Bonds are secured by and payable from Base Rental Payments and certain amounts on deposit in the funds and accounts established under the Indenture and there is no special or direct pledge of revenues generated by the 2016 Project to pay debt service on the Series 2016 Bonds. Hazardous Substances An additional environmental condition that may result in the reduction in the assessed value of property, and therefor property tax revenue available to make Base Rental Payments, would be the discovery of a hazardous substance that would limit the beneficial use of taxable property within the City. In general, the owners and operators of a property may be required by law to remedy conditions of the property relating to releases or threatened releases of hazardous substances. The owner or operator may be required to remedy a hazardous substance condition of property whether or not the owner or operator has anything to do with creating or handling the hazardous substance. The effect, therefore, should any of the property within the City be affected by a hazardous substance, could be to reduce the marketability and value of the property by the costs of remedying the condition. The City is not aware of any hazardous substances located on the Property. Other Financial Matters Future weakness in the economy of the State and the United States could result in the decline of the City’s general revenues. Such financial matters may have a detrimental impact on the City’s General Fund, and, accordingly, may reduce the City’s ability to make Base Rental Payments. See “CITY FINANCIAL INFORMATION.” 17 Substitution, Addition and Removal of Property; Additional Bonds The Authority and the City may amend the Lease Agreement to substitute alternate real property for any portion of or add additional real property to the Property or to release a portion of the Property from the Lease Agreement, upon compliance with all of the conditions set forth in the Lease Agreement and summarized below. After a substitution or release, the portion of the Property for which the substitution or release has been effected will be released from the leasehold encumbrance of the Lease Agreement. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS―Substitution, Addition and Removal of Property.” Moreover, the Authority may issue Additional Bonds secured by Base Rental Payments which are increased from current levels. Although the Lease Agreement requires, among other things, that the Property, as constituted after such substitution or release, have an annual fair rental value at least equal to the maximum Base Rental Payments payable by the City in any Rental Period, it does not require that such Property have an annual fair rental value equal to the annual fair rental value of the Property at the time of substitution or release. Thus, a portion of the Property could be replaced with less valuable real property, or could be released altogether. Such a replacement or release could have an adverse impact on the security for the Series 2016 Bonds, particularly if an event requiring abatement of Base Rental Payments were to occur subsequent to such substitution or release. See Appendix B —“SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS—The Lease Agreement— Substitution or Release of the Property.” The Indenture requires, among other things, that upon the issuance of Additional Bonds, the Ground Lease and the Lease Agreement will be amended, to the extent necessary, so as to increase the Base Rental Payments payable by the City thereunder by an aggregate amount equal to the principal of and interest on such Additional Bonds; provided, however, that no such amendment will be made such that the sum of Base Rental Payments, including any increase in the Base Rental Payments as a result of such amendment, plus Additional Rental Payments, in any Rental Period is in excess of the annual fair rental value of the Property after taking into account the use of the proceeds of any Additional Bonds issued in connection therewith. No Limitation on Incurring Additional Obligations Neither the Lease Agreement nor the Indenture contains any limitations on the ability of the City to enter into other obligations, without the consent of the Owners of the Outstanding Bonds, which may constitute additional obligations payable from its General Fund. To the extent that the City incurs such additional obligations, the City’s funds available to make Base Rental Payments may be decreased. The City is currently liable on other obligations payable from General Fund revenues. See “THE CITY—Indebtedness” above and Appendix C —“AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE YEAR ENDED JUNE 30, 2015.” Limited Recourse on Default; No Acceleration of Base Rental Failure by the City to make Base Rental Payments or other payments required to be made under the Lease Agreement, or failure to observe and perform any other terms, covenants or conditions contained in the Lease Agreement or in the Indenture for a period of 30 days after written notice of such failure and request that it be remedied has been given to the City by the Authority or the Trustee, constitute events of default under the Lease Agreement and permit the Trustee or the Authority to pursue any and all remedies available. In the event of a default, notwithstanding anything in the Lease Agreement or in the Indenture to the contrary, there is no right under any circumstances to accelerate the Base Rental Payments or otherwise declare any Base Rental Payments not then in default to be immediately due and payable, nor do the Authority or the Trustee have any right to re-enter or re-let the Property except as described in the Lease Agreement. The enforcement of any remedies provided in the Lease Agreement and the Indenture could prove both expensive and time consuming. If the City defaults on its obligation to make Base Rental Payments with respect 18 to the Property, the Trustee, as assignee of the Authority, may retain the Lease Agreement and hold the City liable for all Base Rental Payments thereunder on an annual basis and enforce any other terms or provisions of the Lease Agreement to be kept or performed by the City. Alternatively, the Authority or the Trustee may terminate the Lease Agreement, retake possession of the Property and proceed against the City to recover damages pursuant to the Lease Agreement. Due to the specialized nature of the Property or any property substituted therefor pursuant to the Lease Agreement and the restrictions on its use, no assurance can be given that the Trustee will be able to re-let the Property so as to provide rental income sufficient to make all payments of principal of, interest and premium, if any, on the Series 2016 Bonds when due, and the Trustee is not empowered to sell the Property for the benefit of the Owners of the Series 2016 Bonds. Any suit for money damages would be subject to limitations on legal remedies against cities in California, including a limitation on enforcement of judgments against funds needed to serve the public welfare and interest. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS” and Appendix B —“SUMMARY OF PRINCIPAL LEGAL DOCUMENTS—The Lease Agreement—Default.” Possible Insufficiency of Insurance Proceeds The Lease Agreement obligates the City to keep in force various forms of insurance, subject to deductibles, for repair or replacement of the Property in the event of damage, destruction or title defects, subject to certain exceptions. The Authority and the City make no representation as to the ability of any insurer to fulfill its obligations under any insurance policy obtained pursuant to the Lease Agreement and no assurance can be given as to the adequacy of any such insurance to fund necessary repair or replacement or to pay principal of and interest on the Series 2016 Bonds when due. In addition, certain risks, such as earthquakes and floods, are not required under the Lease Agreement, and therefore, are not carried by the City. See “SECURITY AND SOURCES OF PAYMENT FOR THE SERIES 2016 BONDS—Insurance.” Limitations on Remedies The rights of the Owners of the Series 2016 Bonds are subject to the limitations on legal remedies against cities in the State, including a limitation on enforcement of judgments against funds needed to serve the public welfare and interest. Additionally, enforceability of the rights and remedies of the Owners of the Series 2016 Bonds, and the obligations incurred by the City, may become subject to the federal bankruptcy code (Title 11, United States Code) (the “Bankruptcy Code”) and applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect, equity principles which may limit the specific enforcement under State law of certain remedies, the exercise by the United States of America of the powers delegated to it by the U.S. Constitution, the reasonable and necessary exercise, in certain exceptional situations, of the police powers inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose and the limitations on remedies against cities in the State. Bankruptcy proceedings, or the exercise of powers by the Federal or State government, if initiated, could subject the Owners of the Series 2016 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation, or modification of their rights. Under Chapter 9 of the Bankruptcy Code, which governs the bankruptcy proceedings for public agencies such as the City, there are no involuntary petitions in bankruptcy. If the City were to file a petition under Chapter 9 of the Bankruptcy Code, the Owners of the Series 2016 Bonds, the Trustee and the Authority could be prohibited from taking any steps to enforce their rights under the Lease Agreement, and from taking any steps to collect amounts due from the City under the Lease Agreement. Loss of Tax Exemption As discussed under the heading “TAX MATTERS,” the interest on the Series 2016 Bondscould become includable in gross income for purposes of federal income taxation retroactive to the date of delivery of the Series 2016 Bonds, as a result of acts or omissions of the Authority or the City in violation of its covenants in the Indenture and the Lease Agreement. Should such an event of taxability occur, the Series 2016 Bonds would 19 not be subject to a special redemption and would remain Outstanding until maturity or until redeemed under the redemption provisions contained in the Indenture. No Liability of Authority to the Owners Except as expressly provided in the Indenture, the Authority will not have any obligation or liability to the Owners of the Series 2016 Bonds with respect to the payment when due of the Base Rental Payments by the City, or with respect to the performance by the City of other agreements and covenants required to be performed by it contained in the Lease Agreement or the Indenture, or with respect to the performance by the Trustee of any right or obligation required to be performed by it contained in the Indenture. STATE OF CALIFORNIA BUDGET INFORMATION State Budget The following information concerning the State’s budget for fiscal year 2016-17 has been obtained from publicly available information that the City believes to be reliable; however, the City takes no responsibility as to the accuracy or completeness thereof and has not independently verified such information. Information about the State budget is regularly available at various State-maintained websites. Text of proposed and adopted budgets may be found at the website of the State Department of Finance (the “DOF”), http://www.dof.ca.gov, under the heading “California Budget.” An impartial analysis of the budget is posted by the Legislative Analyst’s Office (the “LAO”) at http://www.lao.ca.gov. In addition, various State official statements, many of which contain a summary of the current and past State budgets and the impact of those budgets on counties in the State, may be found at the website of the State Treasurer, http://www.treasurer.ca.gov. The information referred to is prepared by the respective State agency maintaining each website and not by the City, the Authority or the Underwriter, and the City, the Authority and the Underwriter take no responsibility for the continued accuracy of these Internet addresses or for the accuracy, completeness or timeliness of information posted there, and such information is not incorporated herein by these references. State Budget for Fiscal Year 2016-17 On June 27, 2016, the Governor signed into the law the State budget for fiscal year 2016-17 (the “2016- 17 Budget”). The following information is drawn from the Department of Finance’s summary of the 2016-17 Budget and the LAO’s preliminary review of the 2016-17 Budget. The 2016-17 Budget projects, for fiscal year 2015-16, total general fund revenues and transfers of $117.0 billion and total expenditures of $115.6 billion. The State is projected to end fiscal year 2015-16 with total available reserves of $7.3 billion, including $3.9 billion in the traditional general fund reserve and $3.4 billion in the Budget Stabilization Account (the “BSA”), the State’s basic reserve account. For fiscal year 2016- 17, the 2016-17 Budget projects a growth in State general fund revenues driven primarily by total general fund revenues of $120.3 billion and authorizes expenditures of $122.5 billion. The State is projected to end the fiscal year 2016-17 with total available reserves of $8.5 billion, including $1.8 billion in the traditional general fund reserve and $6.7 billion in the BSA. As a result of higher general fund revenue estimates for fiscal years 2015-16 and 2016-17, and after accounting for expenditures that are controlled by State Constitutional funding requirements such as Proposition 2 and Proposition 98, the 2016-17 Budget allocates over $6 billion in discretionary funding for various purposes. These include: (i) additional deposits of $2 billion to the BSA and $600 million to the State’s discretionary budget reserve fund; (ii) approximately $2.9 billion in one-time funding for infrastructure, affordable housing, public safety and other purposes; and (iii) $700 million in on-going funding commitments for higher education (the California State University and the University of California systems), corrections and rehabilitation and State courts. 20 As required by Proposition 2, the 2016-17 Budget applies $1.3 billion towards the repayment of existing State liabilities, including loans from special funds, State and University of California pension and retiree health benefits and settle-up payments to K-14 school districts resulting from an underfunding of the Proposition 98 minimum funding guarantee in a prior fiscal year. With respect to education funding, the 2016-17 Budget sets the Proposition 98 minimum funding guarantee at $71.9 billion, an increase of $2.8 billion over the revised level from the prior fiscal year. For additional information regarding the Proposed Budget and the May Revise, see the DOF website at www.dof.ca.gov and the LAO’s website at www.lao.ca.gov. The information presented on such websites is not incorporated herein by reference. Potential Impact of State Financial Condition on the City The State experienced significant financial stress in during the last economic recession, with budget shortfalls in the several billions of dollars. There can be no assurance that, as a result of such State financial stress, the State will not significantly reduce revenues to local governments (including the City) or shift financial responsibility for programs to local governments as part of its efforts to address the State’s financial difficulties. Although the State is not a significant source of City revenues, no prediction can be made by the City as to what measures the State will adopt to respond to the current or potential future financial difficulties. There can be no assurance that State actions to respond to State financial difficulties will not adversely affect the financial condition of the City. Future State Budgets No prediction can be made by the City as to whether the State will continue to encounter budgetary problems in future fiscal years, and if it were to do so, it is not clear what measures would be taken by the State to balance its budget, as required by law. In addition, the City cannot predict the final outcome of future State budget negotiations, the impact that such budgets will have on City finances and operations or what actions will be taken in the future by the State Legislature and the Governor to deal with changing State revenues and expenditures. There can be no assurance that actions taken by the State to address its financial condition will not materially adversely affect the financial condition of the City. Current and future State budgets will be affected by national and State economic conditions and other factors, including the current economic downturn, over which the City has no control. Redevelopment Dissolution General. On December 29, 2011, the State Supreme Court upheld Assembly Bill 1x26 (“AB 1x26”), which dissolved redevelopment agencies in the State. The effect of AB 1x26 upon the City is the termination of the redevelopment functions of the Redevelopment Agency of the City of Lake Elsinore (the “Former Agency”) and the transfer of such functions to a successor agency (the Successor Agency of the Redevelopment Agency of the City of Lake Elsinore, referred to in the capacity of a successor agency, and being referred to in this context as the “Successor Agency”) tasked with winding down the Former Agency’s redevelopment activities. Under AB 1x26, the Successor Agency cannot enter into new redevelopment projects or obligations and its assets can be used only to pay enforceable obligations, which enforceable obligations are generally limited to obligations that were in existence in mid-2011, when AB 1x26 was signed by the Governor. In addition, the Successor Agency will receive tax increment revenues in amounts that are sufficient to pay 100% (but no greater amount) of such enforceable obligations until such obligations (including accrued interest, as applicable) are paid in full, at which time the Successor Agency will be dissolved. Certain tax revenues formerly allocable to the Former Agency will continue to be available to the Successor Agency to pay certain obligations, and a portion of such revenues may be redirected to other taxing agencies, such as the County, school districts and the City. The Successor Agency’s activities are subject to review by an oversight board established under AB 1x26. Under AB 1x26, liabilities of the Successor Agency are not liabilities of the City. 21 On June 27, 2012, the Governor signed Assembly Bill 1484 (“AB 1484”), which made certain amendments to AB 1x26. Under AB 1484, the County Auditor-Controller, the DOF and the State Controller may require the return of funds that were improperly spent or transferred to a public entity in conflict with the provisions of the Community Redevelopment Law, as amended by AB 1x26 and AB 1484, and if such funds are not returned within 60 days, they may be recovered through an offset of sales and use tax or property tax allocations to the local agency, which, in the case of the Successor Agency, is the City. On September 22, 2015, the following amendments to AB 1x26 were enacted as Senate Bill 107 (“SB 107”): (1) redevelopment successor agencies that enter into a written agreement with the DOF to remit unencumbered cash to the county auditor-controller will receive a finding of completion, which provides successor agencies with additional fiscal tools and reduced State oversight; (2) successor agencies that that have a “Last and Final” ROPS (as discussed below) may expend a portion of proceeds of bonds issued in 2011, which proceeds are currently frozen; (3) pension or State Water Project override revenues that are not pledged to or not needed for redevelopment bond debt service will be returned to the entity that levies the override; (4) agreements relating to State highway improvements and money loaned to successor agencies to pay costs associated with redevelopment dissolution litigation will be considered enforceable obligations; and (5) reentered agreements entered into after the passage of AB 1484 are unenforceable unless entered into for the purpose of providing administrative support. SB 107 also: (a) requires the preparation of a Recognized Obligation Payment Schedule with respect to enforceable obligations (a “ROPS”), which are required to be submitted to the oversight board and the DOF in accordance with AB 1x26, once a year beginning with the ROPS period that commenced on July 1, 2016 (rather than twice a year under current law); (b) establishes an optional “Last and Final” ROPS process beginning in September 2015; under this process, a successor agency that elected to submit a “Last and Final ROPS would no longer submit a periodic ROPS and the enforceable obligations set forth in the “Last and Final” ROPS would be binding on all parties; and (c) clarifies that former tax increment caps and plan limits do not apply for the purposes of paying approved enforceable obligations. Impact on the City. Significant provisions of AB 1x26, AB 1484, SB 107 and implementing actions of affected parties, including the Successor Agency, the oversight board, the County and the DOF, may be subject to legal challenge, statutory or administrative changes and other clarifications that could affect the impact of the dissolution of redevelopment on the City and its General Fund. The DOF has periodically proposed additional legislation that would modify statutes affecting redevelopment dissolution; it is not known whether additional legislation will be enacted. The full extent of the impact of the implementation of AB 1x26, AB 1484 and SB 107 or potential future legislation on the City’s General Fund is unknown at this time. While certain administrative costs previously charged to the Former Agency by the General Fund will no longer be supported by the Successor Agency, certain property tax revenues formerly allocated to the Former Agency will now be received by the City’s General Fund. The City does not believe that it has received material amounts from the Former Agency or the Successor Agency which may be asserted to be in violation of AB 1x26 or AB 1484. Successor Agency Obligations to the General Fund. Although AB 1x26 generally invalidates agreements between host cities and their former redevelopment agencies, AB 1484 added a provision for the enforcement of agreements entered into with respect to obligations which meet certain specified criteria. The only ongoing Successor Agency payment obligations to the City relate to administrative costs and the repayment of certain outstanding loans to the City in its capacity as housing successor agency, for deposit to the low and moderate income housing fund. There can be no assurance that the City and the Successor Agency will not enter into loan agreements in the future to enable the Successor Agency to meet its payment obligations in future years. 22 In addition, certain moneys, real property and other assets were previously transferred to the City by the Successor Agency as part of the DOF-mandated due diligence undertaking related to redevelopment dissolution. There can be no assurance that the DOF, the State Controller or other State or County bodies will not compel the City to disgorge moneys, real property or other assets received from the Successor Agency as part of the redevelopment dissolution process in the future. To the extent that the Successor Agency’s assets are liquidated for distribution of proceeds to the affected taxing entities, the City currently expects that the City’s General Fund will receive approximately ___% of such assets. CONSTITUTIONAL AND STATUTORY LIMITATIONS ON TAXES AND APPROPRIATIONS There are a number of provisions in the State Constitution that limit the ability of the City to raise and expend tax revenues. Article XIIIA of the California Constitution On June 6, 1978, California voters approved an amendment (commonly known as both Proposition 13 and the Jarvis-Gann Initiative) to the California Constitution. This amendment, which added Article XIIIA to the California Constitution, among other things affects the valuation of real property for the purpose of taxation in that it defines the full cash property 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 newly constructed, or when a change in ownership has occurred after the 1975 assessment.” The full cash value may be adjusted annually to reflect inflation at a rate not to exceed 2% per year, or a reduction in the consumer price index or comparable local data at a rate not to exceed 2% per year, or reduced in the event of declining property value caused by damage, destruction or other factors including a general economic downturn. The amendment further limits the amount of any ad valorem tax on real property to one percent of the full cash value except that additional taxes may be levied to pay debt service on indebtedness approved by the voters prior to December 1, 1978, and bonded indebtedness for the acquisition or improvement of real property approved on or after December 1, 1978 by two-thirds of the votes cast by the voters voting on the proposition (55% in the case of certain school facilities). Property taxes subject to Proposition 13 are a significant source of revenues to the City’s General Fund. See “CITY FINANCIAL INFORMATION.” Legislation enacted by the California Legislature to implement Article XIIIA provides that all taxable property is shown at full assessed value as described above. Tax rates for voter approved bonded indebtedness and pension liability are also applied to 100% of assessed value. Future assessed valuation growth allowed under Article XIIIA (new construction, change of ownership, 2% annual value growth) is allocated on the basis of “situs” among the jurisdictions that serve the tax rate area within which the growth occurs. Local agencies and school districts share the growth of “base” revenue from the tax rate area. Each year’s growth allocation becomes part of each agency’s allocation the following year. Article XIIIA effectively prohibits the levying of any other ad valorem property tax above the 1% limit except for taxes to support indebtedness approved by the voters as described above. Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base 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 certain other limited circumstances. Article XIIIB of the California Constitution At the statewide special election on November 6, 1979, the voters approved an initiative entitled “Limitation on Government Appropriations” which added Article XIIIB to the California Constitution. Under 23 Article XIIIB, state and local government entities have an annual “appropriations limit” which limits the ability to spend certain moneys which are called “appropriations subject to limitation” (consisting of tax revenues and certain state subventions together called “proceeds of taxes” and certain other funds) in an amount higher than the “appropriations limit.” Article XIIIB does not affect the appropriation of moneys which are excluded from the definition of “appropriations limit” including debt service on indebtedness existing or authorized as of October 1, 1979, or bonded indebtedness subsequently approved by the voters. In general terms, the “appropriations limit” is to be based on certain 1978-79 expenditures, and is to be adjusted annually to reflect changes in the consumer price index, population and services provided by these entities. Among other provisions of Article XIIIB, if those entities’ 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. The City’s appropriations have never exceeded the limitation on appropriations under Article XIIIB of the California Constitution. Proposition 62 A statutory initiative (“Proposition 62”) was adopted by the voters of the State at the November 4, 1986 General Election which: (a) requires that any tax for general governmental purposes imposed by local governmental entities be approved by resolution or ordinance adopted by two-thirds vote of the governmental agency’s legislative body and by a majority of the electorate of the governmental entity; (b) requires that any special tax (defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved by a two-thirds vote of the voters within the jurisdiction; (c) restricts the use of revenues from a special tax to the purposes or for the service for which the special tax is imposed;(d) prohibits the imposition of ad valorem taxes on real property by local governmental entities except as permitted by Article XIIIA; (e) prohibits the imposition of transaction taxes and sales taxes on the sale of real property by local governmental entities; and (f) requires that any tax imposed by a local governmental entity on or after August 1, 1985 be ratified by a majority vote of the electorate within two years of the adoption of the initiative or be terminated by November 15, 1988. The requirements imposed by Proposition 62 were upheld by the California State Supreme Court in Santa Clara County Local Transportation Authority v. Guardino, 11 Ca1.4th 220; 45 Cal.Rptr.2d 207 (1995). Proposition 62 applies to the imposition of any taxes or the effecting of any tax increases after its enactment in 1986, but the requirements of Proposition 62 are largely subsumed by the requirements of Proposition 218 for the imposition of any taxes or the effecting of any tax increases after November 5, 1996. See “—Proposition 218” below. Proposition 218 On November 5, 1996, California voters approved Proposition 218—Voter Approval for Local Government Taxes—Limitation on Fees, Assessments, and Charges—Initiative Constitutional Amendment. Proposition 218 added Articles XIIIC and XIIID to the California Constitution, imposing certain vote requirements and other limitations on the imposition of new or increased taxes, assessments and property-related fees and charges. Proposition 218 states that all taxes imposed by local governments are deemed to be either general taxes or special taxes. Special purpose districts, including school districts, have no power to levy general taxes. No local government may impose, extend or increase any general tax unless and until such tax is submitted to the electorate and approved by a majority vote. No local government may impose, extend or increase any special tax unless and until such tax is submitted to the electorate and approved by a two-thirds vote. Proposition 218 also provides that no tax, assessment, fee or charge may be assessed by any agency upon any parcel of property or upon any person as an incident of property ownership except: (i) the ad valorem property tax imposed pursuant to Article XIII and Article XIIIA of the California Constitution, (ii) any special tax receiving a two-thirds vote pursuant to the California Constitution, and (iii) assessments, fees and charges for property related services as provided in Proposition 218. Proposition 218 then goes on to add voter 24 requirements for assessments and fees and charges imposed as an incident of property ownership, other than fees and charges for sewer, water, and refuse collection services. In addition, all assessments and fees and charges imposed as an incident of property ownership, including sewer, water, and refuse collection services, are subjected to various additional procedures, such as hearings and stricter and more individualized benefit requirements and findings. The effect of such new provisions will presumably be to increase the difficulty a local agency will have in imposing, increasing or extending such assessments, fees and charges. Proposition 218 also extended the initiative power to reducing or repealing any local taxes, assessments, fees and charges. This extension of the initiative power is not limited to taxes imposed on or after November 6, 1996, the effective date of Proposition 218, and could result in retroactive repeal or reduction in any existing taxes, assessments, fees and charges, subject to overriding federal constitutional principles relating to the impairments of contracts. Legislation implementing Proposition 218 provides that the initiative power provided for in Proposition 218 “shall not be construed to mean that any owner or beneficial owner of a municipal security, purchased before or after (the effective date of Proposition 218) assumes the risk of, or in any way consents to, any action by initiative measure that constitutes an impairment of contractual rights” protected by the United States Constitution. However, no assurance can be given that the voters of the City will not, in the future, approve an initiative which reduces or repeals local taxes, assessments, fees or charges that currently are deposited into the City’s General Fund. Although a portion of the City’s General Fund revenues are derived from general taxes purported to be governed by Proposition 218, all of such taxes were imposed in accordance with the requirements of Proposition 218. No assurance can be given that the voters of the City will not, in the future, approve an initiative or initiatives which reduce or repeal local taxes, assessments, fees or charges which support the City’s General Fund. Unitary Property Some amount of property tax revenue of the City is derived from utility property which is considered part of a utility system with components located in many taxing jurisdictions (“unitary property”). Under the State Constitution, such property is assessed by the State Board of Equalization (“SBE”) as part of a “going concern” rather than as individual pieces of real or personal property. State-assessed unitary and certain other property is allocated to the counties by SBE, taxed at special county-wide rates, and the tax revenues distributed to taxing jurisdictions (including the City) according to statutory formula generally based on the distribution of taxes in the prior year. Proposition 22 On November 2, 2010, voters in the State approved Proposition 22, which eliminates the State’s ability to borrow or shift local revenues and certain State revenues that fund transportation programs. It restricts the State’s authority over a broad range of tax revenues, including property taxes allocated to cities (including the City), counties, special districts and redevelopment agencies, the Vehicle License Fee, State excise taxes on gasoline and diesel fuel, the State sales tax on diesel fuel, and the former State sales tax on gasoline. It also makes a number of significant other changes, including restricting the State’s ability to use motor vehicle fuel tax revenues to pay debt service on voter-approved transportation bonds. The application of Proposition 22 to AB1X 26 and AB1X 27 is currently under review by the California Supreme Court. See “RISK FACTORS— State Budget; Redevelopment Legislation and Litigation.” Proposition 1A As part of Governor Schwarzenegger’s agreement with local jurisdictions, Senate Constitutional Amendment No. 4 was enacted by the Legislature and subsequently approved by the voters as Proposition 1A (“Proposition 1A”) at the November 2004 election. Proposition 1A amended the State Constitution to, among other things, reduce the Legislature’s authority over local government revenue sources by placing restrictions 25 on the State’s access to local governments’ property, sales, and vehicle license fee revenues as of November 3, 2004. Beginning with Fiscal Year 2008–09, the State may borrow up to 8 percent of local property tax revenues, but only if the Governor proclaims such action is necessary due to a severe State fiscal hardship and two–thirds of both houses of the Legislature approves the borrowing. The amount borrowed is required to be paid back within three years. The State also will not be able to borrow from local property tax revenues for more than 2 fiscal years within a period of 10 fiscal years. In addition, the State cannot reduce the local sales tax rate or restrict the authority of local governments to impose or change the distribution of the statewide local sales tax. The 2009-10 State budget included a Proposition 1A diversion of $1.935 billion in local property tax revenues from cities, counties, and special districts to the State to offset State general fund spending. Such diverted revenues must be repaid, with interest, no later than June 30, 2013. The amount of the Proposition 1A diversion from the City was $ 598,935. The City participated in a State-sponsored program financing the Proposition 1A diversion and, accordingly, received its full share of property tax revenues. Proposition 26 On November 2, 2010, voters in the State approved Proposition 26. Proposition 26 amends Article XIIIC of the State Constitution to expand the definition of “tax” to include “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 XIIID. Proposition 26 provides that 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 City does not believe that Proposition 26 will adversely affect its General Fund Revenues. Future Initiatives Article XIIIA, Article XIIIB and Propositions 62, 218, 1A, 22 and 26 were each adopted as measures that qualified for the ballot pursuant to the State’s initiative process. From time to time other initiative measures could be adopted, further affecting the City’s current revenues or its ability to raise and expend revenues. TAX MATTERS In the opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California, Bond Counsel, under existing statutes, regulations, rulings and judicial decisions, interest on the Series 2016 Bonds is excluded from gross income for federal income tax purposes, and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations. In the further opinion of Bond Counsel, interest on Series 2016 Bonds is exempt from State of California personal income tax. Bond Counsel notes that, with respect to corporations, interest on the Series 2016 Bonds may be included as an adjustment in the calculation of alternative minimum taxable income which may affect the alternative minimum tax liability of such corporations. 26 The difference between the issue price of a Series 2016 Bond (the first price at which a substantial amount of the Bonds of the same series and maturity is to be sold to the public) and the stated redemption price at maturity with respect to such Series 2016 Bond constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to the owner of the Series 2016 Bond before receipt of cash attributable to such excludable income (with respect to the Series 2016 Bonds). The amount of original issue discount deemed received by the owner of a Series 2016 Bondwill increase the owner’s basis in the Series 2016 Bond. In the opinion of Bond Counsel original issue discount that accrues to the owner of a Series 2016 Bond is excluded from the gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, and is exempt from State of California personal income tax. Bond Counsel’s opinion as to the exclusion from gross income for federal income tax purposes of the portion of each Base Rental Payment constituting interest (and original issue discount) on the Series 2016 Bonds is based upon certain representations of fact and certifications made by the City and others and is subject to the condition that the City and the Authority comply with all requirements of the Internal Revenue Code of 1986, as amended (the “Code”), that must be satisfied subsequent to issuance of the Series 2016 Bonds to assure that the portion of each Base Rental Payment constituting interest (and original issue discount) will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest (and original issue discount) on the Series 2016 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2016 Bonds. The City and the Authority have covenanted to comply with all such requirements applicable to each, respectively. The amount by which a Series 2016 Bond Owner’s original basis for determining loss on sale or exchange in the applicable Series 2016 Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Series 2016 Bondpremium, which must be amortized under Section 171 of the Code; such amortizable Series 2016 Bond premium reduces the Series 2016 Bond Owner’s basis in the applicable Series 2016 Bond (and the amount of tax-exempt interest received with respect to the Series 2016 Bonds), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Series 2016 Bond premium may result in a Series 2016 Bond Owner realizing a taxable gain when a Series 2016 Bond is sold by the Owner for an amount equal to or less (under certain circumstances) than the original cost of the Series 2016 Bond to the Owner. Purchasers of the Series 2016 Bonds should consult their own tax advisors as to the treatment, computation and collateral consequences of amortizable Series 2016 Bond premium. Bond Counsel’s opinions may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. Bond Counsel has not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. The Indenture, the Lease Agreement, and the Tax Certificate permit certain actions to be taken or to be omitted if a favorable opinion of Bond Counsel is provided with respect thereto. Bond Counsel expresses no opinion as to the effect on the exclusion from gross income for federal income tax purposes of interest (and original issue discount) due with respect to any Series 2016 Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation. The Internal Revenue Service (the “IRS”) has initiated an expanded program for the auditing of tax- exempt bond issues, including both random and targeted audits. It is possible that the Series 2016 Bonds will be selected for audit by the IRS. It is also possible that the market value of the Series 2016 Bonds might be affected as a result of such an audit of the Series 2016 Bonds (or by an audit of similar securities). No assurance can be given that in the course of an audit, as a result of an audit, or otherwise, Congress or the IRS might not change the Code (or interpretation thereof) subsequent to the issuance of the Series 2016 Bonds to the extent that it adversely affects the exclusion from gross income of interest on the Series 2016 Bonds or their market value. 27 It is possible that, subsequent to the issuance of the Series 2016 Bonds, there might be federal, state or local statutory changes (or judicial or regulatory interpretations of federal, state or local law) that affect the federal, state or local tax treatment of the Series 2016 Bonds or the market value of the Series 2016 Bonds. Recently, proposed legislative changes have been introduced in Congress, which, if enacted, could result in additional federal income or state tax being imposed on owners of tax-exempt state or local obligations, such as the Series 2016 Bonds. The introduction or enactment of any of such changes could adversely affect the market value or liquidity of the Series 2016 Bonds. No assurance can be given that, subsequent to the issuance of the Series 2016 Bonds, such changes (or other changes) will not be introduced or enacted or interpretations will not occur. Before purchasing any of the Series 2016 Bonds, all potential purchasers should consult their tax advisors regarding possible statutory changes or judicial or regulatory changes or interpretations, and their collateral tax consequences relating to the Series 2016 Bonds. Although Bond Counsel has rendered an opinion that the interest (and original issue discount) on the Series 2016 Bonds is excluded from gross income for federal income tax purposes provided that the City and the Authoritycontinue to comply with certain requirements of the Code, the ownership of the Series 2016 Bonds and the accrual or receipt of interest (and original issue discount) with respect to the Series 2016 Bonds may otherwise affect the tax liability of certain persons. Bond Counsel expresses no opinion regarding any such tax consequences. Accordingly, before purchasing any of the Series 2016 Bonds, all potential purchasers should consult their tax advisors with respect to collateral tax consequences with respect to the Series 2016 Bonds. The form of Bond Counsel’s proposed opinion with respect to the Series 2016 Bonds is attached hereto in Appendix D. CERTAIN LEGAL MATTERS The validity of the Series 2016 Bondsand certain other legal matters are subject to the approving opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation, Bond Counsel. Stradling Yocca Carlson & Rauth, a Professional Corporation, is also acting as Disclosure Counsel for the City. A complete copy of the proposed form of Bond Counsel opinion is contained in Appendix D hereto. Bond Counsel undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement. Bond Counsel and Disclosure Counsel will receive compensation from the City contingent upon the sale and delivery of the Series 2016 Bonds. From time to time, Bond Counsel and Disclosure Counsel represent the Underwriter on matters unrelated to the Series 2016 Bonds. Certain legal matters will be passed upon for the City and the Authority by Leibold, McClendon & Mann, a Professional Corporation, Irvine, California, for the Underwriter by Nossaman, LLP, Irvine, California, and for the Trustee by its counsel. Counsel to the Underwriter will receive compensation contingent upon that issuance of the Series 2016 Bonds. ABSENCE OF LITIGATION [To the best knowledge of the City and the Authority, there is no action, suit or proceeding pending or threatened either restraining or enjoining the execution or delivery of the Series 2016 Bonds, the Lease Agreement or the Indenture, or in any way contesting or affecting the validity of the foregoing or any proceedings of the Authority or the City taken with respect to any of the foregoing. There are a number of lawsuits and claims from time to time pending against the City. In the opinion of the City, and taking into account likely insurance coverage and litigation reserves, there are no lawsuits or claims pending against the City which will materially affect the City’s finances so as to impair its ability to pay Base Rental Payments when due.] 28 UNDERWRITING The Series 2016 Bonds are being purchased by Stifel, Nicolaus & Company, Incorporated dba Stone & Youngberg, a Division of Stifel Nicolaus (the “Underwriter”). The Underwriter will purchase the Series 2016 Bonds from the Authority at an aggregate purchase price of $_________ (representing the principal amount of the Series 2016 Bonds, plus $_________ of net original issue premium and less $_________ of Underwriter’s discount). The Series 2016 Bonds are offered for sale at the initial prices stated on the inside cover page of this Official Statement, which may be changed from time to time by the Underwriter. The Series 2016 Bonds may be offered and sold to certain dealers at prices lower than the public offering prices. RATING S&P Global Ratings (“S&P”) has assigned the Series 2016 Bonds the rating of “___” (_____ outlook). Certain information was supplied by the City to S&P to be considered in evaluating the Series 2016 Bonds (which may include information and material which is not included in this Official Statement). In addition, rating agencies may base their ratings on investigations, studies and assumptions by the rating agencies. The rating issued reflects only the views of S&P, and any explanation of the significance of such rating should be obtained from S&P. There is no assurance that any rating will be retained for any given period of time or that the same will not be revised downward or withdrawn entirely by S&P if, in its judgment, circumstances so warrant. Other than as provided in the Continuing Disclosure Certificate, the City undertakes no responsibility either to bring to the attention of the owners of any Series 2016 Bonds any downward revision or withdrawal of any rating obtained or to oppose any such revision or withdrawal. Any such downward revision or withdrawal of the rating obtained may have an adverse effect on the market price of and the ability to trade the Series 2016 Bonds. FINANCIAL ADVISOR The City has retained Urban Futures, Inc., Orange, California (the “Financial Advisor”) as financial advisor in connection with the sale of the Series 2016 Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume any responsibility for the accuracy, completeness or fairness of the information contained herein. The Financial Advisor is an independent advisory firm and is not engaged in the business of underwriting, trading or distributing municipal or other public securities. CONTINUING DISCLOSURE The City has covenanted for the benefit of the Owners of the Series 2016 Bonds to provide annually certain financial information and operating data relating to the Series 2016 Bonds and the City (the “Annual Report”), and to provide notices of the occurrence of certain enumerated events. For a complete listing of items of information which will be provided in each Annual Report and further description of the City’s undertaking with respect to the Annual Report and certain enumerated events, see Appendix F —“FORM OF CONTINUING DISCLOSURE CERTIFICATE.” The Annual Report is to be provided by the City not later than nine (9) months after the end of the City’s fiscal year (which currently would be April 1), commencing with the report for the 2015-16 Fiscal Year. The Annual Report will be filed by the City with the Municipal Securities Rulemaking Board. These covenants have been made in order to assist the Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). Although the Former Agency, the Successor Agency and certain community facilities districts formed by the City are not obligated persons pursuant to Rule 15c2-12 with respect to the Series 2016 Bonds, during the last five years the City, the Successor Agency, the Former Agency and certain community facilities districts 29 formed by the City failed to comply in certain respects with continuing disclosure obligations related to outstanding bonded indebtedness. The failures to comply include late filings with respect to several annual reports and incomplete filings with respect to other annual reports. The incomplete filings omitted one or more of the following items: (1)Comprehensive audited financial statements of the City or the Agency, as applicable, including the audited financial statements for Fiscal Year 2011-12 which were filed more than one year late; (2)Updated tabular and other operating information relating to the City, the Agency and community facilities districts; and (3)Material event notices of changes in the ratings of outstanding bonded indebtedness of the Authority and the Agency resulting from changes in the ratings to the bonds or to the bond insurers insuring such bonds. The City, the Successor Agency and various community facilities districts formed by the City have made additional filings to provide certain of the previously omitted information; provided that with respect to ratings changes, notice has been provided only of the existing rating or ratings applicable to each outstanding issuance of bonds. Other than as set forth above, the City believes in the last five years they have materially complied with their continuing disclosure undertakings. In order to promote compliance with continuing disclosure undertakings in the future, the City has retained Albert A. Webb Associates to serve as the dissemination agent with respect to issuances of land-secured bonded indebtedness and Urban Futures Incorporated to serve as the dissemination agent with respect to other types of bonded indebtedness. Additionally, the City has adopted formal policies and procedures with respect to its continuing disclosure practices and has reported the failures to comply with its prior continuing disclosure obligations under the current Municipalities Continuing Disclosure Cooperation Initiative of the U.S. Securities Exchange Commission FINANCIAL STATEMENTS OF THE CITY Included herein as Appendix C are the audited financial statements of the City as of and for the year ended June 30, 2015, together with the report thereon dated January 29, 2016 of Teaman, Ramirez & Smith, Inc., Riverside, California, certified public accountants (the “Auditor”). Such audited financial statements have been included herein in reliance upon the report of the Auditor. The Auditor has not undertaken to update the audited financial statements of the City or its report or to take any action intended or likely to elicit information concerning the accuracy, completeness or fairness of the statements made in this Official Statement, and no opinion is expressed by the Auditor with respect to any event subsequent to its report dated January 29, 2016. MISCELLANEOUS References are made herein to certain documents and reports which are brief summaries thereof which do not purport to be complete or definitive and reference is made to such documents and reports for full and complete statements of the contents thereof. Copies of the Indenture, the Lease Agreement, the Ground Lease and other documents are available, upon request, and upon payment to the City of a charge for copying, mailing and handling, from the City Clerk at the City of Lake Elsinore, 130 South Main Street, Lake Elsinore, California 92530. Any statements in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended as such and not as representations of fact. This Official Statement is not to be construed as 30 a contract or agreement between the Authority or the City and the purchasers or Owners of any of the Series 2016 Bonds. The execution and delivery of this Official Statement have been duly authorized by the Authority and the City. LAKE ELSINORE FACILITIES FINANCING AUTHORITY By: Chair CITY OF LAKE ELSINORE By: City Manager A-1 APPENDIX A THE CITY General The City is located in the western portion of the County of Riverside, California and encompasses approximately 39 square miles and approximately 10 miles of lakeshore surrounding Lake Elsinore. The City was incorporated on April 23, 1888 as a general law city. In 2016, the City has a population of approximately 56,000. Government and Administration City Council. The City operates under a Council/Manager form of government. The City Council appoints the City Manager, who is responsible for the day-to-day administration of City business and the coordination of City departments. The City Council is composed of five members elected biannually at large to four-year alternating terms. The Mayor is selected by the City Council from among its members. As of June 30, 2016, the City had a staff of 82 full-time equivalent employees, 47 part-time employees and 15 contracted employees. The current members of the City Council and their term expiration are as follows: Director Expiration of Term Brian Tisdale, Mayor November 2018 Robert E. Magee, Mayor Pro Tem November 2016 Daryl Hickman November 2018 Natasha Johnson November 2016 Steve Manos November 2016 City Manager. Mr. Grant Yates is the current City Manager. Mr. Yates was appointed City Manager on November 20, 2012. Prior to becoming City Manager, Mr. Yates spent 21 years working with the City of Temecula and before that worked approximately 5 years with the City of Carlsbad. Mr. Yates held a number of positions in the City of Temeculaincluding Community Relations Director, Deputy City Manager, and Financial Services Administrator. Mr. Yates holds Bachelor’s and Master’s Degrees in Public Administration. Assistant City Manager. Mr. Simpson joined the City in February 2014. Prior to becoming Assistant City Manager, Mr. Simpson served as the City’s Director of Administrative Services. Mr. Simpson spent approximately 4 years as the Director of Administrative Services and Assistant City Manager at the City of Desert Hot Springs, 5 years as the Assistant Director of Finance at the City of Temecula, 1 year as Director of Finance at the City of San Bernardino and as worked in local government for over 20 years at various agencies such as, City of Vallejo, Costa Mesa, Indio, and South Orange County Wastewater Authority. Mr. Simpson holds a Bachelor’s Degree in Accounting. City Services. The City provides a number of services within its boundaries including the following: police protection, fire services, parks, community services, planning and development, public works, street lights, street maintenance, landscaping, capitalimprovements and general administration. Police and fire services are contracted through the County of Riverside. The City is also responsible for the maintenance of several recreational facilities which are located along the shoreline of Lake Elsinore. Risk Management Self-insurance Programs of the California Joint Powers Insurance Authority. The City is a member of the California Joint Powers Insurance Authority (the “Insurance Authority”), which is composed of A-2 approximately 118 public entities within the State of California. The Insurance Authority arranges and administers programs for the pooling of self-insured losses, purchases excess insurance or reinsurance, and arranges for group-purchased insurance coverage. The Insurance Authority evaluates each member relative to the payroll of other members. A variable credibility factor is determined for each member, which establishes the weight applied to payroll and the weight applied to losses with the formula. The City self-insures for general liability insurance and workers’ compensation insurance through the Insurance Authority. In the general liability program, claims are pooled separately between police and non-police exposures. The first layer of losses includes incurred costs up to $30,000 per occurrence and is evaluated as a percentage of the pool’s total incurred costs within the first layer. The second layer of losses includes incurred costs from $30,000 to $750,000 per occurrence and is evaluated as a percentage of the pool’s total incurred costs within the second layer. Incurred costs in excess of $750,000 to $50 million are distributed based on the outcome of cost allocation within the first and second layers. The coverage limit for each member, including all layers of coverage, is $50 million per occurrence. Costs of covered claims for subsidence losses have a sub-limit of $30 million per occurrence. Employer’s liability losses are pooled among members to $2 million. Coverage from $2 million to $5 million is purchased as part of a reinsurance policy, and employer’s liability losses from $5 million to $10 million are pooled among members. In the workers’ compensation program, claims are pooled separately between public safety (police and fire) and non-public safety exposures. The first layer of losses includes incurred costs up to $50,000 per occurrence and is evaluated as a percentage of the pool’s total incurred costs within the first layer. The second layer of losses includes incurred costs from $50,000 to $100,000 per occurrence and is evaluated as a percentage of the pool’s total incurred costs within the second layer. Incurred costs from $100,000 to statutory limits are distributed based on the outcome of cost allocation within the first and second loss layers. For Fiscal Year 2015- 16, the Insurance Authority’s pooled retention was$2 million per occurrence, with reinsurance to statutory limits under California Workers’ Compensation Law. Purchased Insurance. The City participates in the all-risk property protection program of the Insurance Authority, which is underwritten by several insurance companies. As of June 30, 2016, City’s all-risk property coverage was in the amount of $44,629,595. The all-risk property protection program is subject to a $5,000 per occurrence deductible, except for non-emergency vehicle insurance, which is subject to a $1,000 per occurrence deductible. Premiums for the all-risk property protection program are paid annually and are not subject to retroactive adjustments. The City purchases crime insurance coverage through the Insurance Authority in the amount of $1,000,000, which is subject to a $2,500 deductible. Premiums for crime insurance coverage are paid annually and are not subject to retroactive adjustments. During the past three fiscal years the City did not experience any claims, settlements or judgments that exceeded pooled or insured coverages described above. There are no significant reductions in pooled or insured liability coverage in Fiscal Year 2016-17 from the amounts described above. For additional information relating to the City’s insurance coverages and the Insurance Authority, see Note 17 to the City’s audited financial statements for Fiscal Year 2014-15 attached to the Official Statement as Appendix C. A-3 CITY FINANCIAL INFORMATION General In Fiscal Year 2016, sales taxes, motor vehicle license fees, property taxes and in-lieu taxes make up approximately 54 percent of the City’s general fund revenues. Accounting and Financial Reporting The City maintains its accounting records in accordance with Generally Accepted Accounting Principles (GAAP) and the standards established by the Governmental Accounting Standards Board (GASB). On a semi- annual basis, a report is prepared for the City Council and City staff which reviews fiscal performance to date against the budget. Combined financial statements are produced following the close of each Fiscal Year. The City Council employs an independent certified public accountant, who, at such time or times as specified by the City Council, at least annually, and at such other times as they determine, examines the financial statements of the City in accordance with generally accepted auditing standards, including tests of the accounting records and other auditing procedures as such accountant considers necessary. As soon as practicable, after the end of the Fiscal Year, a final audit and report is submitted by the independent accountant to the City Council. The accounts of the City are organized on the basis of funds and account groups, 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. Government 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. The various governmental funds are grouped, in the City’s annual financial statements, into generic fund types, which include the General Fund, Special Revenue Funds, Debt Service Funds and Capital Project Funds. The General Fund is the general operating fund of the City. It is used to account for all financial resources except those required to be accounted for in another fund. It is expected that the Lease Payments will be paid for from amounts in the General Fund. Tables 1 through 4 below set forth certain historical and current fiscal year budget information for the General Fund. Information on the remaining governmental funds of the City as of June 30, 2015 is set forth in Appendix B. Budget Procedure, Current Budget and Historical Budget Information The City currently uses a one-year budget cycle. The fiscal year of the City begins on the first day of July of each year and ends on the thirtiethday of June the following year. In May of every year, the City Manager submits to the City Council the proposed budget during a special budget study session. At the conclusion of the special budget study session, the City Council reviews and considers the proposed budget and makes any revisions thereof that it deems advisable and on or before June 30 it adopts the budget with revisions, if any, by the affirmative vote of at least a majority of the total members of the City Council during a public meeting. At any public meeting after the adoption of the budget, the City Council may amend or supplement the budget by motion adopted by the affirmative vote of at least a majority of the total members of the City Council. While the City Manager can approve amendments that do not change the bottom-line of the adopted budget, the City Council must approve any supplements to the budget. The budget for Fiscal Year 2016-17 was approved on May 31, 2016. From the effective date of the budget, the amounts stated as proposed expenditures become appropriated to the several departments, offices and agencies for the objects and purposes named, provided that the City Manager may transfer appropriations of a fund from one object or purpose to another within the same fund as appropriate. All appropriations lapse at the end of the Fiscal Year to the extent that they have not been expended, A-4 lawfully encumbered or affirmatively reappropriated by the City Council during the adoption of the next year’s budget. Set forth in Table 1 is the General Fund budgets for Fiscal Years 2015, 2016 and 2017, the audited results for Fiscal Years 2015 and the Estimated Fiscal Year End Results for Fiscal Year 2016. During the course of each Fiscal Year, the budgets are amended and revised as necessary by the City Council. TABLE 1 CITY OF LAKE ELSINORE GENERAL FUND BUDGETS Final Fiscal Year 2015 Budget Fiscal Year 2015 Results Adopted Fiscal Year 2016 Budget Estimated Fiscal Year 2016 Results Adopted Fiscal Year 2017 Budget Revenues Property Taxes $ 5,916,787 $ 6,249,786 $ 6,621,211 $ 6,559,959 $ 7,086,582 Other Taxes 11,065,389 11,705,293 12,500,577 13,178,135 12,432,401 Licenses, Permits and Fees 2,735,900 2,760,512 6,149,006 5,809,718 7,477,748 Intergovernmental Revenues 2,395,999 1,912,981 3,236,175 3,666,866 3,565,481 Charges for Services 4,098,975 3,189,138 2,482,873 2,275,027 -- Fines, Forfeitures and Penalties 479,800 683,574 1,031,450 1,392,271 510,450 Investment Earnings 105,000 143,058 105,000 238,569 105,000 Contributions from Property Owners 3,076,000 3,184,087 1,450,230 3,490,378 3,278,872 Miscellaneous 3,653,866 3,628,726 3,017,001 2,851,582 5,504,872 Total Revenues $33,528,316 $33,457,155 $36,593,523 $39,462,505 $40,447,406 Expenditures Current General Government $ 3,846,459 $ 4,336,598 $ 3,701,203 $ 3,604,927 $ 4,282,867 Public Safety and Fire Service 18,455,629 18,163,150 20,870,511 19,541,198 20,029,047 Community Development 3,093,837 3,392,086 3,572,466 3,296,915 8,873,766 Public Services 7,922,622 5,070,855 7,911,058 6,915,682 7,684,593 Community Services 1,506,241 1,371,353 2,248,536 1,961,069 2,401,053 Non-Departmental 2,851,000 1,074,885 3,222,570 2,801,932 2,567,500 Capital Outlay -- 107,567 -- -- -- Total Expenditures $37,675,788 $34,504,373 $40,526,344 $38,121,723 $41,678,028 Source: Adopted Budgets of the City for Fiscal Years 2015, 2016 and 2017, Audited Financial Statements for Fiscal Year 2015 and unaudited actual results for Fiscal Year 2016. A-5 Comparative Change in Fund Balance of the City General Fund Table 2 below presents the City’s audited General Fund Statement of Revenues, Expenditures and Change in Fund Balance for Fiscal Years 2011 through 2015 and unaudited actual results for Fiscal Year 2016. TABLE 2 CITY OF LAKE ELSINORE GENERAL FUND STATEMENT OF REVENUES, EXPENDITURES AND CHANGE IN FUND BALANCE FIVE YEAR COMPARISON Fiscal Year Ending June 30 2011 2012 2013 2014 2015 2016(1) Revenues: Property Taxes $ 5,438,551 $ 5,287,580 $ 5,844,498 $ 5,495,091 $ 6,249,786 $6,559,959 Other Taxes 9,557,873 9,911,400 9,572,675 11,043,792 11,705,293 13,178,135 Licenses, Permits and Fees 1,783,412 1,660,973 3,015,962 3,054,320 2,760,512 5,809,718 Intergovernmental Revenues 294,486 128,322 1,200,889 1,228,433 1,912,981 3,666,866 Charges for Services 1,383,934 1,374,351 1,746,713 2,409,558 3,189,138 2,275,027 Fines, Forfeitures and Penalties 648,643 1,530,221 592,185 486,958 683,574 1,392,271 Investment Earnings 245,583 242,769 9,010 168,608 143,058 238,569 Contributions from Property Owners ----298,239 270,791 3,184,087 3,490,378 Miscellaneous 3,935,723 4,063,339 3,061,025 3,170,509 3,628,726 2,851,582 Total Revenues $ 23,288,205 $ 24,198,955 $ 25,341,196 $ 27,328,060 $33,457,155 $ 39,462,505 Expenditures: Current: General government $ 6,177,790 $ 6,300,767 $ 5,450,399 $ 4,698,485 $ 4,336,598 $3,604,927 Public Safety 10,659,634 11,306,665 11,484,210 13,292,875 18,163,150(3)19,541,198 Community Development 1,337,689 1,486,755 2,440,192 2,821,897 3,392,086 3,296,915 Public Services 1,716,863 1,393,247 3,186,797 3,661,688 5,070,855 6,915,682 Community Services 3,318,519 4,257,888 3,112,975 3,085,068 3,433,817 1,961,069 Capital Outlay --32,977 21,885 107,567 2,801,932 Total Expenditures $ 23,210,495 $ 24,745,322 $ 25,707,550 $ 27,581,898 $ 34,504,073 $ 38,121,723 Excess of Revenues Over (Under) Expenditures $77,710 $(546,367)$(366,354)$ (253,838)$ (1,046,918)$ 1,340,782 Other Financing Sources (Uses): Transfers In $51,752 $50,000 $126,988 $153,599 $ 3,165,803 (4)$-- Transfers Out (231,000)(987,026)(1,106,699)(1,985,749)(1,914,539)(1,015,369) Sale of Capital Assets --------13,362 -- Total Other Financing Sources (Uses)$(179,248)$(937,026)$(979,711)$(1,832,150)$1,264,626 $(1,015,369) Net change in fund balances $(101,538)$ (1,483,393)$ (1,346,065)$(2,085,988)$217,708 $325,413 Fund balances, beginning of year $ 14,917,319 $ 14,815,781 $ 15,185,288 $ 13,839,223 $11,753,235 $ 11,970,943 Prior Period Adjustment(2) -- -- (1,852,900)------ Fund balances, end of year $ 14,815,781 $ 13,332,388 $ 13,839,223 $ 11,753,235 $11,970,943 $ 12,296,356 (1) Based on unaudited actual results. (2) Amount reflects ________. (3)Increase from Fiscal Year 2014 and thereafter primarily attributable to consolidation of police expenditures in the City’s General Fund. (4)Increase from prior fiscal years primarily attributable to one-time revenues and expenditures related to a reimbursement agreement and the East Lake Specific Plan. Source: Audited Financial Statements for Fiscal Years 2011-2015 and unaudited actual results for Fiscal Year 2016. A-6 Comparative General Fund Balance Sheets of the City Table 3 below presents the City’s audited General Fund Balance Sheets for Fiscal Years 2011-2015. TABLE 3 CITY OF LAKE ELSINORE GENERAL FUND BALANCE SHEETS FIVE YEAR COMPARISON Fiscal Year Ending June 30, 2011 2012 2013 2014 2015 Assets Cash and Investments $ 12,013,573 $ 12,306,799 $ 13,437,560 $ 12,472,070 $ 14,569,856 Cash and Investments with Fiscal Agent ---------- Accounts Receivable(2)441,896 723,406 652,763 689,727 645,485 Accrued Interest Receivable 4,198 2,526 1,108 1,411 28,266 Loans Receivable from Successor Agency ---------- Notes Receivable --1,000,000 1,000,000 1,000,000 1,000,000 Interest Receivable on Notes --60,000 90,000 120,000 150,000 Due from Other Funds 577,981 612,986 985,026 980,121 740,969 Prepaid Items 438,990 1,070,606 1,196,881 264,392 16,468 Due from Other Governments 1,249,927 1,206,915 821,906 1,345,381 1,746,180 Prepaid Items 438,990 -------- Land Held for Resale ---------- Total Assets $ 18,314,754 $ 17,418,135 $ 18,185,244 $ 16,873,102 $ 18,897,224 Liabilities Accounts payable $ 3,118,177 $ 2,877,426 $ 3,926,945 $ 3,909,334 $ 5,545,386 Other Accrued liabilities 198,287 105,782 315,597 365,243 1,054,627 Other Payroll Liabilities 28,247 12,919 ------ Deposits and Other Liabilities 786 ----598,999 -- Due to Other Funds -------- Due to Other Governments 43,422 -------- Other Deferred Revenue 110,054 1,089,620 ------ Unearned Revenue - Other ----13,479 4,214 27,429 Total Liabilities $ 3,498,973 $ 4,085,747 $ 4,256,021 $ 4,877,790 $ 6,627,442 Deferred Inflows of Resources Unavailable Revenue – Interest on Notes Receivable $--$--$90,000 $120,000 $150,000 Unavailable Revenue – Property Taxes and Assessments ------122,077 148,839 Unavailable Revenue – Intergovernmental ---------- Total Deferred Inflows of Resources $--$--$90,000 $242,077 $298,839 Fund Balance Nonspendable $ 4,027,179 $ 2,505,503 $ 1,821,906 $ 1,264,392 $ 1,016,468 Restricted ---------- Assigned ---------- Unassigned 10,788,602 10,826,885 12,017,317 10,488,843 10,954,475 Total Fund Balance $ 14,815,781 $ 13,332,388 $ 13,839,223 $ 11,753,235 $ 11,970,943 Total Liabilities and Fund Balance $ 18,314,754 $ 17,418,135 $ 18,185,244 $ 16,873,102 $ 18,897,224 (1) Based on unaudited actual results. (2) Increase in Fiscal Year 2016 a result of __________. Source:Audited Financial Statements for Fiscal Years 2011-2015. A-7 Property Taxes Property tax receipts of $6,249,786 provided the second largest tax revenue source of the City, contributing approximately 18.7% of total General Fund revenues during Fiscal Year 2015. Based on unaudited actual results, the City expects property tax receipts of $6,559,959 in Fiscal Year 2016, which is approximately 16.6% of total General Fund revenues during Fiscal Year 2016. In California, property which is subject to ad valorem taxes is classified as “secured” or “unsecured.” The secured classification includes property on which any property tax levied by a county becomes a lien on that property. A tax levied on unsecured property does not become a lien against the taxed unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens, arising pursuant to State Law, on the secured property, regardless of the time of the creation of other liens. The valuation of property is determined as of January 1 each year, and installments of taxes levied upon secured property become delinquent on the following December 10th and April 10th of the subsequent calendar year. Taxes on unsecured property are due July 1, and become delinquent August 31. Secured and unsecured properties are entered separately on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property. The exclusive means of forcing the payment of delinquent taxes with respect to property on the secured roll is the sale of the property securing the taxes of the State for the amount of taxes that are delinquent. The taxing authority has four methods of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the County Recorder’s Office in order to obtain a lien on certain property of the taxpayer, and (4) seizure and sale of personal property, improvement or possessory interest belonging or taxable to the assessee. A ten percent penalty is added to delinquent taxes which have been levied with respect to property on the secured roll. In addition, beginning on the July 1 following a delinquency, interest begins accruing at the rate of 1 1/2% per month on the amount delinquent. Such property may thereafter be redeemed by the payment of the delinquent taxes and the ten percent penalty, plus interest at the rate of 1 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 then is subject to sale by the county tax collector. A ten percent penalty also applies to the delinquent taxes or property on the unsecured roll, and further, an additional penalty of 1 1/2% per month accrues with respect to such taxes beginning on the varying dates related to the tax billing date. Legislation enacted in 1984 (Section 25 et seq. of the Revenue and Taxation Code of the State of California), provides for the supplemental assignment and taxation of property as of the occurrence of a change in ownership or completion of new construction. Previously, statutes enabled the assessment of such changes only as of the next tax lien date following the change and thus delayed the realization of increased property taxes from the new assessment for up to 14 months. Collection of taxes based on supplemental assessments occurs throughout the year. Taxes due are prorated according to the amount of time remaining in the tax year, with the exception of tax bills dated January 1 through May 31, which are calculated on the basis of the remainder of the current fiscal year and the full 12 months of the next fiscal year. For a number of years, the State Legislature has shifted property taxes from cities, counties and special districts to the Educational Revenue Augmentation Fund. The term “ERAF” is often used as a shorthand reference for this shift of property taxes. In 1992-93 and 1993-94, in response to serious budgetary shortfalls, the State Legislature and administration permanently redirected over $3 billion of property taxes from cities, counties, and special districts to schools and community college districts. The 2004-05 California State Budget included an additional $1.3 billion shift of property taxes from certain local agencies, including the City, to occur in Fiscal Years 2004-05 and 2005-06. On November 2, 2004, California voters approved Proposition 1A, which amended the State Constitution to significantly reduce the State’s authority over major local government revenue sources. Under A-8 Proposition 1A, the State may not (i) reduce local sales tax rates or alter the method of allocating the revenue generated by such taxes, (ii) shift property taxes from local governments to schools or community colleges, (iii) change how property tax revenues are shared among local governments without two-third approval of both houses of the State Legislature, or (iv) decrease Vehicle License Fees revenues without providing local governments with equal replacement funding. Beginning in Fiscal Year 2008-09, the State may shift to schools and community colleges a limited amount of local government property tax revenue if certain conditions are met, including (a) a proclamation by the Governor that the shift is needed due to a severe financial hardship of the State, and (b) approval of the shift by the State Legislature with a two-thirds vote of both houses. Under such a shift, the State must repay local governments for their property tax losses, with interest, within three years. Proposition 1A does allow the State to approve voluntary exchanges of local sales tax and property tax revenues among local governments within a county. The City also received a portion of Department of Motor Vehicles license fees (“VLF”) collected statewide. Several years ago, the State-wide VLF was reduced by approximately two-thirds. However, the State continued to remit to cities and counties the same amount that those local agencies would have received if the VLF had not been reduced, known as the “VLF backfill.” The State VLF backfill was phased out and as of 2011- 12 all of the VLF is now received through an in lieu payment from State property tax revenues. Table 4 below sets forth the secured and unsecured assessed valuations for property in the City for the Fiscal Years 2013 through 2017. The information in Table 4 has been obtained directly from the County of Riverside. Neither the City nor the Underwriter has independently verified the information in Table 4 and do not guarantee its accuracy. TABLE 4 CITY OF LAKE ELSINORE ASSESSED VALUATION FISCAL YEARS 2013 TO 2017 Fiscal Year Local Secured Unsecured Total 2013 $3,666,499,221 $167,898,562 $3,834,397,783 2014 3,888,934,354 142,565,053 4,031,499,407 2015 4,463,835,597 136,300,859 4,494,905,138 2016 4,719,485,076 128,870,138 4,848,355,214 2017 Source: County of Riverside Assessor. Table 5 below sets forth property tax collections and delinquencies in the City as of June 30 for Fiscal Years 2012 through 2016. The County operates under a statutory program entitled Alternate Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the “Teeter Plan”). Under the Teeter Plan local taxing entities receive 100% of their tax levies net of delinquencies, but do not receive interest or penalties on delinquent taxes collected by the County. The City is included in the Teeter Plan; accordingly, the City’s A-9 receipt of its property tax revenues is not impacted by delinquencies in payment. However, the County may choose to discontinue to the Teeter Plan at any time. TABLE 5 CITY OF LAKE ELSINORE PROPERTY TAX LEVIES AND COLLECTIONS FISCAL YEARS 2012 THROUGH 2016 Fiscal Year Total Tax Levy Current Tax Collections as of June 30 Percent of Levy Collected as of June 30 Outstanding Delinquent Taxes as of June 30 2012 $1,874,319 $1,770,492 94.5%$103,827 2013 1,844,800 1,767,808 95.8 76,992 2014 1,935,629 1,822,844 94.2 112,785 2015 2,171,129 2,074,751 95.6 96,378 2016 2,328,194 2,204,969 94.7 123,225 Source: County of Riverside Auditor-Controller. The 20 largest taxpayers in the City as shown on the Fiscal Year 2016-17 secured tax roll, the land use, the assessed valuation and the percentage of the City’s total property tax revenues attributable to each are shown on Table 6 below. The information in Table 6 has been provided by California Municipal Statistics, Inc. Neither the City nor the Underwriter has independently verified the information in Table 6 and do not guarantee its accuracy. TABLE 6 CITY OF LAKE ELSINORE TWENTY PRINCIPAL TAXPAYERS Property Owner Land Use 2016-17 Assessed Valuation % of Total(1) 1.$ % 2. 3. 4. 5. 6. 7. 8. 9. 10. $ % (1)2016-17 Local Secured Assessed Valuation: $__________. Source: California Municipal Statistics, Inc. Sales Taxes Sales tax receipts of $8,572,066 provide the largest tax revenue source for the City, contributing approximately 25.6% of total General Fund revenues during Fiscal Year 2015. A sales tax is imposed on retail A-10 sales or consumption of personal property. Based on unaudited actual results, the City expects sales tax receipts of _________in Fiscal Year 2016, which is approximately _____% of total General Fund revenues during Fiscal Year 2016. The basic sales tax rate is established by the State Legislature, and local overrides may be approved by voters. The current sales tax rate in the City is 8%. On March 2, 2004, State voters approved a bond initiative formally known as the “California Economic Recovery Act.” This act authorized the issuance of $15 billion of Economic Recovery Bonds to finance ongoing State budget deficits, which are payable from a fund established by the redirection of tax revenues known as the “Triple Flip.” The State issued $11.3 billion of Economic Recovery Bonds prior to June 30, 2004. Under the “Triple Flip,” one-quarter of local governments’1% share of the sales tax imposed on taxable transactions within their jurisdiction was redirected to the State. In an effort to eliminate the adverse impact of the sales tax revenue redirection on local government, State legislation provided for certain property taxes to be redirected to local government. Because these property tax moneyswere previously earmarked for schools, the legislation provided for schools to receive other State general fund revenues. The swap of sales taxes for property taxes terminated in Fiscal Year 2015-16 upon the repayment of the Economic Recovery Bonds and there will be no “Triple Flip” beginning in Fiscal Year 2016-17. See “RISK FACTORS—State Budget Information” herein. Services Fees of $3,189,138 collected for services provided by the City, including, but not limited to, fees for plan checks, issuing of building permits, public works projects and for parks and recreations programs, provided approximately 9.5% of General Fund revenues during Fiscal Year 2015. Based on unaudited actual results, such fees are estimated to be approximately $2,275,027 for Fiscal Year 2016, representing approximately 17.7% of estimated General Fund revenues. Tax Revenues by Source The following table sets forth the audited tax revenues by source for Fiscal Years 2011 through 2015 and for Fiscal Year 2016 based on unaudited actual results. Fiscal Year Ending June 30 2011 2012 2013 2014 2015 2016(1) Revenues: Property Taxes(2)$ 24,237,023 $ 14,698,032 $ 5,804,265 $ 5,487,743 $ 6,276,548 $ 6,559,959 Sales Taxes 7,190,695 7,444,947 6,935,215 8,031,486 8,572,066 9,939,637 Franchise Taxes 1,913,807 2,002,550 2,097,081 2,275,619 2,389,413 2,423,707 Other Taxes 483,556 538,402 567,560 760,203 767,058 804,790 Total Revenues $ 33,825,081 $ 24,683,931 $ 15,404,121 $ 16,555,051 $18,005,085 $ 19,728,093 (1) Based on unaudited actual results. (2) Decrease in Fiscal Year 2012 and thereafter reflects [dissolution of the Former Agency.] Source: Audited Financial Statements for Fiscal Years 2011-2015 and unaudited actual results for Fiscal Year 2016. Indebtedness Long-Term Debt. As of June 30, 2016, the City had $258,570,000 of total bonds outstanding. These amounts are comprised as follows: (a) $190,035,000 of outstanding revenue bonds, none of which are payable from the City’s General Fund; (B) $12,750,000 of outstanding lease revenue funding bonds, all which are payable from the City’s General Fund, (c) $48,355,000 of outstanding tax allocation revenue bonds, all of which are redevelopment tax revenue bonds and are not payable from the City’s General Fund; and, (d) $7,430,000 of certificates of participation, which are payable from a retail transactions and use tax and not payable from the City’s General Fund. As of June 30, 2016, the only long-term obligation payable from the City’s General Fund are lease payments payable to the Lake Elsinore Recreation Authority (the “Recreation Authority”) under a Lease A-11 Agreement (the “2013 Lease”), dated as of September 1, 2013, entered into connection with the Authority’s Lease Revenue Refunding Bonds (Public Facilities Project) Series 2013 (the “Series 2013 Bonds”). As of June 30, 2016, the amount payable under such lease was $12,720,000. The final payment under the 2013 Lease is due in 2032. For a description of the City and its related entities’ outstanding indebtedness, which are not payable from the City’s General Fund is set forth in the following table, see Note 7 to the City’s audited financial statements for Fiscal Year 2015 attached to the Official Statement as Appendix C. Short-Term Debt. The City currently has no short-term debt outstanding. For additional information relating to the City and its related entities’ outstanding indebtedness, see Note 7 to the City’s audited financial statements for Fiscal Year 2015 attached to the Official Statement as Appendix C. Estimated Direct and Overlapping Debt. The estimated direct and overlapping bonded debt of the City as of _____ __, 2016 is shown in Table 8 below. The information in Table 8 has been derived from data assembled and reported to the City by California Municipal Statistics, Inc. Neither the City nor the Underwriter has independently verified the information in Table 8 and do not guarantee its accuracy. TABLE 8 CITY OF LAKE ELSINORE ESTIMATED DIRECT AND OVERLAPPING BONDED DEBT AS OF _______ __, 2016 [TO COME] Source: California Municipal Statistics, Inc. Retirement Contributions Summary of Plans. The City contributes to California Public Employees Retirement System (“CalPERS”), an agent multiple-employer public employee defined benefit pension plan for all of the City’s qualified permanent and probationary employees who participate in the City’s Miscellaneous, Miscellaneous Second Tier and Safety Plans. CalPERS provides retirement, disability and death benefits to plan members and beneficiaries. CalPERS acts as a common investment and administrative agent for participating public entities within the State, including the City. Members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non-duty disability benefits after 10 years of service. The death benefit is one of the following: the Basic Death Benefit, the 1957 Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public Employees’ Retirement Law. CalPERS plan benefit provisions and all other requirements are established by State statute and City resolution. Participants in the City’s CalPERS plan contribute the full amount of the required employee contribution, which is up to 8% of their annual covered salary, depending on benefit level. The City’s CalPERS Plan provisions and benefits in effect at June 30, 2015 are summarized as follows: A-12 CITY OF LAKE ELSINORE SUMMARY OF CALPERS PLAN PROVISIONS AS OF JUNE 30, 2015 Miscellaneous Plan Miscellaneous Second Tier Safety Plan(2) Hire Date Prior to 1/1/2013 On or after 1/1/2013(1) Prior to 1/1/2013 On or after 1/1/2013(1) Prior to 1/1/2013 On or after 1/1/2013(1) Benefit Formula 2.0% at 55 2.0% at 62 2.0% at 60 2.0% at 62 0.5% at 55 N/A Benefit Vesting Schedule 5 years 5 years 5 years 5 years 5 years N/A Lifetime Benefit Payments Monthly Monthly Monthly Monthly Monthly N/A Retirement Age 50-55+52-67+55-60 52-67 50 N/A Monthly Benefits, as a % of Eligible Compensation 1.46% to 2.418% 1.0% to 2.5% 1.092% to 2.418% 1.0% to 2.5% 0.5%N/A Required Employee Contribution Rate 8%6.25%1.5%6.25% N/A N/A Required City Contribution Rate 24.34%6.237%8.005%%6.237% N/A N/A (1) For employees hired on or after January 1, 2013, they are included in their respective PEPRA (California Public Employees’ Pension Reform Act) Plans with the above provisions and benefits. (2) The City currently does not have any safety employees. The Safety Plan represents former safety employees. Source: Audited Financial Statement of the City for Fiscal Year 2015. Employer contribution rates for all public employers are determined on an annual basis by the CalPERS actuary and are effective on the July 1 following notice of a change in the rate. The total plan contributions are determined through the CalPERS annual actuarial valuation process. The actuarially determined rate is the estimated amount, expressed as a percentage of payroll, that is necessary to finance the costs of benefits that are earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The employer is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. The City’s contribution rates for Fiscal Year 2015 and 2016 were 18.61% and 18.808%, respectively. The City’s contribution rate for Fiscal Year 2017 has been established at 19.3%. The City’s projected contribution rate for Fiscal Year 2018 is 19.9%. For the year ended June 30, 2015, the contributions recognized as part of pension expense for the City’s Plans were as follows: Employer Contributions Employee Contributions (Paid by Employer) Miscellaneous $734,838 $62,686 Miscellaneous Second Tier 123,737 -- PEPREA Miscellaneous 32,424 -- As of June 30, 2015, the City reported net pension liabilities for its proportionate shares of the net pension liability of each plan as follows: Proportionate Share of Net Pension Liability Miscellaneous $ 7,259,912 Miscellaneous Second Tier 10,337 PEPREA Miscellaneous 441 Safety 21,952 Total:$ 7,292,642 A-13 Pension Liabilities, Pension Expenses and Deferred Outflow/Inflows of Resources. The City’s net pension liability for each Plan is measured as the proportionate share of the net pension liability. The net pension liability of each of the Plans is measured as of June 30, 2014, and the total pension liability for each Plan used to calculate the net pension liability was determined by an actuarial valuation as of June 30, 2013 rolled forward to June 30, 2014 using standard update procedures. The City’s proportion of the net pension liability was actuarially determined based on a projection of the City’s long-term share of contributions to the pension plans relative to the projected contributions of all participating employers. The City’s proportionate share of the net pension liability for each Plan measured as of June 30, 2013 and June 30, 2014 was as follows: Proportion Change Increase (Decrease)June 30, 2014 June 30, 2013 Miscellaneous 0.11667%0.11247%0.00420% Miscellaneous Second Tier 0.00017%0.00018%(0.00001)% PEPREA Miscellaneous 0.00001%0.00001%0.00000% Safety 0.00035%0.00035%0.00000% For the year ended June 30, 2015, the City recognized pension expense of $686,246. At June 30, 2015, the City reported deferred outflows of resources and deferred inflows of resources related to pensions form the following sources: Deferred Outflows of Resources Deferred Inflows of Resources Pension contributions subsequent to measurement date $ 953,686 $-- Differences between actual and expected experience Changes in assumptions Change in employer’s proportion and differences between the employer’s contributions and the employer’s Proportionate share of contributions 197,470 (41,256) Net differences between projected and actual earnings on plan investments (1,770,826) Total $ 1,151,156 $ (1,812,082) A-14 A summary of principal assumptions and methods used to determine the total pension liability for Fiscal Year 2016 is shown below. Miscellaneous(1)Safety(1) Valuation Date June 30, 2013 June 30, 2013 Measurement Date June 30, 2014 June 30, 2014 Actuarial Cost Method Actuarial Assumptions: Discount Rate 7.5%7.5% Inflation 2.75%2.75% Payroll Growth 3.0%3.0% Projected Salary Increase 3.3% - 14.2% (2)3.3% - 14.2% (2) Investment Rate of Return 7.5%(3)7.5%(3) Mortality CalPERS Membership Data (4)CalPERS Membership Data (4) (1)Actuarial assumptions were the same for all Plans. (2)Depending on age, service and type of employment. (3)Net of pension plan investment expenses, including inflation (4)The Mortality Rate Table was derived using CalPERS’ membership data for all funds. The table includes 20 years of mortality improvements using Society of Actuaries Scale BB. For more details on this table, please refer to the 2014 experience study report from the CalPERS website. Source: Audited Financial Statement of the City for Fiscal Year 2015. In June 2012, the Governmental Accounting Standards Board (“GASB”) adopted new standards (GASB Statement No. 68, or “GASB 68”) with respect to accounting and financial reporting by state and local government employers for defined benefit pension plans. The new standards revise the accounting treatment of defined benefit pension plans, changing the way expenses and liabilities are calculated and how state and local government employers report those expenses and liabilities in their financial statements. Major changes include: (i) the inclusion of unfunded pension liabilities on the government’s balance sheet (previously, such unfunded liabilities were typically included as notes to the government’s financial statements); (ii) pension expense incorporates more rapid recognition of actuarial experience and investment returns and is no longer based on the employer’s actual contribution amounts; (iii) lower actuarial discount rates that are required to be used for underfunded plans in certain cases for purposes of the financial statements; (iv) closed amortization periods for unfunded liabilities that are required to be used for certain purposes of the financial statements; and (v) the difference between expected and actual investment returns will be recognized over a closed five-year smoothing period. The reporting requirements took effect in the fiscal year ended June 30 (“Fiscal Year”), 2015. Based on the adoption of the new accounting standards, beginning with the Fiscal Year 2015 actuarial valuation, the annual required contribution (the “ARC”) and the annual pension expense will be different. GASB 68 is a change in accounting reporting and disclosure requirements, but it does not change the City’s pension plan funding obligations. For additional information relating to the City’s plan, see Note 14 to the City’s audited financial statements for Fiscal Year 2015 attached to the Official Statement as Appendix B. The above information is primarily derived from information produced by CalPERS, its independent accountants and its actuaries. The City has not independently verified the information provided and makes no representations nor expresses any opinion as to the accuracy of the information provided by CalPERS. The comprehensive annual financial reports of CalPERS are available on its Internet website at www.calpers.ca.gov. The CalPERS website also contains CalPERS’ most recent actuarial valuation reports and other information concerning benefits and other matters. The textual reference to such Internet website is provided for convenience only. None of the information on such Internet website is incorporated by reference herein. The City cannot guarantee the accuracy of such information. Actuarial assessments are “forward-looking” statements that reflect the judgment of the fiduciaries of the pension plans, and are based upon a variety of assumptions, one or more of which may not materialize or may be changed in the future. A-15 Other Pension Benefits. The City offers its employees a deferred compensation plan created pursuant to Section 457 of the Internal Revenue Code whereby they can voluntarily contribute a portion of their earnings into a tax-deferred fund held in trust for the exclusive benefit of participants and their beneficiaries. Once the assets and income are placed in trust the City no longer owns the amounts deferred by employees and related income. For additional information relating to the City’s deferred compensation plan, see Note 16 to the City’s audited financial statements for Fiscal Year 2015 attached to the Official Statement as Appendix C. Other Post-Employment Benefits General. In accordance with City Resolution 89-42 dated September 1989, the City provides health insurance premiums costs to qualifying employees. Employees who began employment with the City prior to January 1, 2013 and who retire from the City on or after attaining age 55, with at least 5 years of service with the City, qualify to receive the post-employment benefit. The City pays 100% of the retirees’ and authorized dependents monthly medical premiums. Funding Policy. The contribution requirements of the plan members and the City are established and may be amended by the City, the City Council, and/or the employee associations. Currently, contributions are not required from plan members.Contributions are funded on a pay-as-you-go basis. During the fiscal year ended June 30, 2015, the City elected to fund $555,602 towards the unfunded accrued liability related to this benefit. The City’s annual OPEB cost (expense) is calculated based on the annual required contribution of the employer (ARC), an amount actuarially determined in accordance with 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 to amortize any unfunded liabilities of the plan over a period not to exceed thirty years. The ARC for fiscal year 2014-15 was $1,502,498. The following table shows the components of the City’s annual OPEB cost for the year, the amount actually contributed to the plan, and changes in the City’s net OPEB obligation. Annual Required Contribution (ARC)$ 1,502,498 Interest on Net OPEB Obligation 316,371 Annual OPEB Cost 1,818,869 Contributions Made (555,602) Increase (Decrease) in Net OPEB Obligation 1,263,267 Net OPEB Obligation – Beginning of Year 7,444,027 Net OPEB Obligation – End of Year $ 8,707,294 Funded Status and Funding Progress. As of July 1, 2014, the second actuarial valuation date, the plan was zero percent funded. The actuarial accrued liability for benefits was $12,711,047 and the actuarial value of assets was zero, resulting in an unfunded actuarial accruedliability (UAAL) of $12,711,047. The covered payroll (annual payroll of active employees covered by the plan) was $4,597,240 and the ratio of the UAAL to the covered payroll was 276.49%. 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. Amounts determined regarding the funded status of the plan and the annualrequired contributions of theemployer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the basic financial statements, presents multi-year trend information about whether the actuarial value of the plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for benefits. A-16 Actuarial Methods and Assumptions. Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between the employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce 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 July 1, 2014 actuarial valuation, the frozen entry age method (closed period) was used. The actuarial assumptions includes an inflation rate of 4.25% per annum and medical cost trend rates ranging from 4.7% to 9.0% for the first four years and an ultimate rate of 5.0% after four years, dental cost trend is 4% per year. The City’s unfunded actuarial accrued liability is being amortized by level dollar contributions over twenty years as a level dollar amount. For additional information relating to the City’s OPEB obligations, see Note 15 to the City’s audited financial statements for Fiscal Year 2015 attached to the Official Statement as Appendix B. City Investment Policy The City maintains an Investment Policy, which, pursuant to the provisions of Section 53646 of the California Government Code, is annually submitted to and reviewed by the City Council. Any change in the Investment Policy in reviewed and approved by the City Council. Monthly reports are submitted by the Assistant City Manager (formerly the Director of Administrative Services) to the City Council, the City Manager and the City Treasurer, setting forth investment transactions. Additionally, quarterly reports are submitted byAssistant City Manager (formerly the Director of Administrative Services) to the City Council, the City Manager and the City Treasurer, which provides, for each individual investment, the type of investment, the issuer name, purchase date, maturity date, par value, purchase price, current market value and source of valuation and the overall portfolio yield based on cost. The goal of the Investment Policy is to set out the policies and procedures that enhance opportunities for a prudent and systematic investment program and to organize and formalize investment-related activities. The objectives of the Investment Policy are, in the following order of priority: FIRST, Safety of Principal – investments shall be undertaken in a manner that seeks to ensure the preservation of capital in the portfolio. Credit risk is to be mitigated through limiting investments to the types of securities authorized by the Investment Policyand portfolio diversification. Interest rate risk is to be mitigated by structuring the investment portfolio with marketable securities so that securities can be liquidated to meet cash flow needs or structuring the portfolio to mature to meet cash requirements for ongoing operations. SECOND,Liquidity, to ensure that the City’s investment portfolio will remain sufficiently liquid to enable the City to meet all reasonably anticipated operating requirements. THIRD,Yield, to attain a market rate of return throughout budgetary and economic cycles, taking into account the investment risk constraints and the cash flow characteristics of the portfolio. The City’s investment alternatives are specified in California Government Code Sections 53600 et seq. Within this framework, the Investment Policy specifies authorized investments, subject to certain limitations. According to the City Treasurer’s Quarterly Report for the quarter ending June 30, 2016, the market value of the City’s funds was $30,057,747. The investment portfolio includes a variety of fixed income securities that vary in maturity from one day to five years. On June 30, 2016, 12.7% of the City’s total portfolio was invested in investments with a maturity of less than a year, 40.6% in investments with a maturity between 1 to A-17 three years, 25.8% in investments with a maturity of 3 to 4 years and 20.9% in investments with a maturity of up to 5 years. As of June 30, 2016, the portfolio of invested City funds had an average maturity of 2.87 years. For additional information relating to the City’s investments, see Note 2 to the City’s audited financial statements for Fiscal Year 2015 attached to the Official Statement as Appendix B. B-1 APPENDIX B SUMMARY OF THE PRINCIPAL LEGAL DOCUMENTS [TO COME FROM BOND COUNSEL] C-1 APPENDIX C AUDITED FINANCIAL STATEMENTS OF THE CITY FOR THE YEAR ENDED JUNE 30, 2015 D-1 APPENDIX D PROPOSED FORM OF BOND COUNSEL OPINION ________ __, 2016 Lake Elsinore Facilities Financing Authority 130 South Main Street Lake Elsinore, California 92530 Re:$___________ Lake Elsinore Facilities Financing Authority Lease Revenue Bonds, Series 2016A Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance by the Lake Elsinore Facilities Financing Authority (the “Authority”) of the Lake Elsinore Facilities Financing Authority Lease Revenue Bonds, Series 2016A (the “Bonds”) in the aggregate principal amount of $___________. In such connection, we have reviewed the Indenture, dated as of November 1, 2016 (the “Indenture”), by and among Wilmington Trust, National Association, as Trustee (the “Trustee”), the Authority and the City of Lake Elsinore (the “City”), the Lease Agreement, dated as of November 1, 2016 (the “Lease Agreement”), by and between the City and the Authority, the Ground Lease, dated as of November 1, 2016 (the “Ground Lease”), by and between the City and the Authority, the Assignment Agreement, dated as of November 1, 2016 (the “Assignment Agreement”), by and between the Authority and the Trustee, the Tax Certificate of the Authority and the City, dated as of the date hereof (the “Tax Certificate”), opinions of counsel to the Authority, the City and the Trustee, certificates of the Authority, the City and the Trustee and others and such other documents, opinions and matters to the extent we deemed necessary to render the opinions set forth herein. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. Based upon our examination of the foregoing, and in reliance thereon and on all matters of fact as we deem relevant under the circumstances, and upon consideration of applicable laws, we are of the opinion that: (1)The obligation of the City to pay Base Rental Payments in accordance with the terms of the Lease Agreement is a valid and binding obligation payable from the funds of the City lawfully available therefore, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, by equitable principles, by the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against municipalities in the State of California. The obligation of the City to make Base Rental Payments under the Lease does not constitute a debt of the City, the State of California or any political subdivision thereof within the meaning of any statutory or constitutional debt limitation or restriction and does not constitute a pledge of the faith and credit or taxing power of the City, the State of California or any political subdivision thereof. (2)The Lease Agreement and the Indenture have been duly authorized, executed and delivered by the City and the Authority and constitute valid and legally binding agreements of the City and the Authority enforceable against the City and the Authority in accordance with their terms, except as the same may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other laws relating to or affecting generally the enforcement of creditors’ rights, by equitable principles, by the exercise of judicial discretion in appropriate cases and by the limitations on legal remedies against municipalities in the State of California, except that we express no opinion as to any provisions in the Lease Agreement or the Indenture with respect to indemnification, penalty, contribution, choice of law, choice of forum or waiver. D-2 (3)Under existing statutes, regulations, rulings and judicial decisions, interest (and original issue discount) on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals and corporations; however, it should be noted that, with respect to corporations, interest on the Bonds may be included as an adjustment in the calculation of alternative minimum taxable income which may affect the alternative minimum tax liability of such corporations. (4)Interest (and original issue discount) on the Bonds is exempt from personal income taxes imposed in the State of California. (5)The difference between the issue price of a Bond (the first price at which a substantial amount of the Bonds of a maturity are to be sold to the public) and the stated redemption price at maturity with respect to such Bonds constitutes original issue discount. Original issue discount accrues under a constant yield method, and original issue discount will accrue to a Bond owner before receipt of cash attributable to such excludable income. The amount of original issue discount deemed received by a Bond owner will increase the Bond owner’s basis in the applicable Bond. Original issue discount that accrues to a Bond owner is excluded from the gross income of such owner for federal income tax purposes, is not an item of tax preference for purposes of calculating the federal alternative minimum tax imposed on individuals or corporations (as described in paragraph 3 above) and is exempt from State of California personal income tax. (6)The amount by which a Bond owner’s original basis for determining loss on sale or exchange in a Bond (generally, the purchase price) exceeds the amount payable on maturity (or on an earlier call date) constitutes amortizable Bond premium, which must be amortized under Section 171 of the Internal Revenue Code of 1986, as amended (the “Code”); such amortizable Bond premium reduces the Bond owner’s basis in the applicable Bond (and the amount of tax-exempt interest received), and is not deductible for federal income tax purposes. The basis reduction as a result of the amortization of Bond premium may result in a Bond owner realizing a taxable gain when a Bond is sold by the owner for an amount equal to or less (under certain circumstances) than the original cost of the Bond to the owner. The opinions expressed in paragraphs (3) and (5) are subject to the condition that the City and the Authority comply with all requirements of the Code, that must be satisfied subsequent to the delivery of the Bonds to assure that such interest (and original issue discount) will not become includable in gross income for federal income tax purposes. Failure to comply with such requirements of the Code might cause interest (and original issue discount) with respect to the Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Bonds. The City and the Authority have covenanted to comply with all such requirements. Except as expressly set forth in paragraphs (3), (4), (5) and (6) we express no opinion regarding any tax consequences with respect to the Bonds. Certain agreements, requirements and procedures contained or referred to in the Indenture, the Tax Certificate executed by the City and the Authority and other documents related to the Bonds may be changed and certain actions may be taken or omitted, under the circumstances and subject to the terms and conditions set forth in such documents, upon the advice or with the approving opinion of counsel nationally recognized in the area of tax-exempt obligations. We express no opinion as to the effect on the exclusion from gross income for federal income tax purposes of interest (and original issue discount) due with respect to any Bond if any such action is taken or omitted based upon the advice of counsel other than Stradling Yocca Carlson & Rauth, a Professional Corporation. We have not made or undertaken to make an investigation of the state of title to any of the real property described in the Lease Agreement, the Ground Lease and the Assignment Agreement or of the accuracy or sufficiency of the description of such property contained therein, and we express no opinion with respect to such matters. D-3 We are admitted to the practice of law only in the State of California and our opinion is limited to matters governed by the laws of the State of California and federal law. We assume no responsibility with respect to the applicability or the effect of the laws of any other jurisdiction. The opinions expressed herein are based upon our analysis and interpretation of existing statutes, regulations, rulings and judicial decisions and cover certain matters not directly addressed by such authorities. The opinions expressed herein may be affected by actions taken (or not taken) or events occurring (or not occurring) after the date hereof. We have not undertaken to determine, or to inform any person, whether any such actions or events are taken or do occur. Our engagement with respect to the Bonds terminates on the date of their execution and delivery. We express no opinion herein as to the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds and expressly disclaim any duty to advise the owners of the Bonds with respect to matters contained in the Official Statement. Respectfully submitted, E-4 APPENDIX E FORM OF CONTINUING DISCLOSURE CERTIFICATE F-1 APPENDIX F BOOK-ENTRY ONLY SYSTEM The information in this section concerning DTC and DTC’s book-entry only system has been obtained from sources that the Authority and the Underwriter believe to be reliable, but neither the Authority nor the Underwriter takes any responsibility for the completeness or accuracy thereof. The following description of the procedures and record keeping with respect to beneficial ownership interests in the Series 2016 Bonds, payment of principal, premium, if any, accreted value, if any, and interest with respect to the Series 2016 Bonds to DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Series 2016 Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the Series 2016 Bonds. The Series 2016 Bonds will be executed and delivered as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered bond will be executed and delivered for each annual maturity of the Series 2016 Bonds, each in the aggregate principal amount of such annual maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC is rated AA+ by Standard & Poor’s. 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. Purchases of Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2016 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 Series 2016 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 Series 2016 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 F-2 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 Series 2016 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2016 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Bond documents. For example, Beneficial Owners of Bonds may wish to ascertain that the nominee holding the Series 2016 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2016 Bonds within a maturity are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such maturity to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Redemption proceeds, distributions, and dividend payments on the Series 2016 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 Authority or the Trustee, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee, or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. A Bond Owner shall give notice to elect to have its Bonds purchased or tendered, through its Participant, to the Trustee, and shall effect delivery of such Bond by causing the Direct Participant to transfer the Participant’s interest in the Series 2016 Bonds, on DTC’s records, to the Trustee. The requirement for physical delivery of Bonds in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Series 2016 Bonds are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Bonds to the Trustee’s DTC account. DTC may discontinue providing its services as depository with respect to the Series 2016 Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, physical Bonds are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry only transfers through DTC (or a successor securities depository). In that event, Bonds will be printed and delivered to DTC. THE TRUSTEE, AS LONG AS A BOOK-ENTRY ONLY SYSTEM IS USED FOR THE SERIES 2016 BONDS, WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO OWNERS ONLY F-3 TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE VALIDITY OF SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE SERIES 2016 BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE. G-1 APPENDIX G SUPPLEMENTAL INFORMATION—THE CITY OF LAKE ELSINORE The following information relating to the City of Lake Elsinore (the “City”) and the County of Riverside, California (the “County”) is supplied solely for purposes of information. The County is not obligated in any manner to pay principal of or interest on the Series 2016 Bonds or to cure any delinquency or default on the Series 2016 Bonds. The Series 2016 Bonds are payable solely from the sources described in the Official Statement. General The City was founded in 1883 and incorporated as a general law city effective April 23, 1888 in San Diego County. In 1893, the Elsinore Valley, previously located in San Diego County, became part of the new County of Riverside. The City encompasses approximately 43 square miles, with over 10 miles of lakeshore, and is located at the southwestern end of the County, 73 miles southeast of downtown Los Angeles and 74 miles north of downtown San Diego. Population The following table offers population figures for the City, the County and the State for 2011 through 2015. Area 2011 2012 2013 2014 2015 City of Lake Elsinore 52,291 53,059 55,371 56,688 58,426 County of Riverside 2,205,731 2,229,467 2,253,516 2,280,191 2,308,441 State of California 37,427,946 37,680,593 38,030,609 38,357,121 38,714,725 Source: California State Department of Finance, Demographic Research Unit. 2010 Census Benchmark. Building Activity The following tables provide summaries of the building permit valuations and the number of new dwelling units authorized in the City and County from 2010 through 2014. BUILDING PERMIT VALUATIONS City of Lake Elsinore 2010-2014 2010 2011 2012 2013 2014 Valuation ($000): Residential $58,338 $20,954 $71,920 $113,861 $80,159 Non-residential 1,962 3,173 6,154 4,262 5,300 Total*$60,300 $24,127 $78,074 $118,123 $85,459 Residential Units: Single family 318 67 401 685 429 Multiple family 0 113 0 0 0 Total 318 180 401 685 429 * Totals may not add to sums because of rounding. Source: Construction Industry Research Board. G-2 BUILDING PERMIT VALUATIONS County of Riverside 2010-2014 2010 2011 2012 2013 2014 Valuation ($000): Residential $1,079,637 $873,411 $1,079,405 $1,375,593 $1,621,751 Non-residential 539,379 559,398 657,595 873,977 814,990 Total*$1,619,016 $1,432,809 $1,737,000 $2,249,570 $2,436,741 Residential Units: Single family 4,031 2,659 3,720 4,716 5,007 Multiple family 526 1,061 909 1,427 1,931 Total 4,557 3,720 4,629 6,143 6,938 * Totals may not add to sums because of rounding. Source: Construction Industry Research Board. Employment The following tables show the largest employers located in the City and County as of fiscal year 2014. LARGEST EMPLOYERS City of Lake Elsinore 2014 Rank Name of Business Employees Type of Business 1.Lake Elsinore Unified School District 2,368 School District 2.M & M Framing 500 Construction 3.Stater Bros 297 Supermarkets 4.Lake Elsinore Hotel & Casino 260 Casino & Resort 5.Walmart 237 Retail Stores 6.Costco 220 Retail Stores 7.Elsinore Valley Municipal Water District 160 Water District 8.Home Depot 140 Building Supplies 8.Cardenas Market 138 Supermarket 10.Target 125 Retail Stores Source: City of Lake Elsinore Comprehensive Annual Financial Report for the year ending June 30, 2014. G-3 LARGEST EMPLOYERS County of Riverside 2014 Rank Name of Business Employees Type of Business 1.County of Riverside 19,916 County Government 2.March Air Reserve Base 8,500 Military Reserve Base 3.Stater Bros. Markets 6,900 Supermarkets 4.University of California, Riverside 5,514 University 5.Kaiser Permanente Riverside Medical Center 5,270 Medical Center 6.Pechanga Resort & Casino 4,500 Casino & Resort 7.Corona Norco Unified School District 4,300 School District 8.Walmart 4,068 Retail Stores 8.Riverside Unified School District 4,000 School District 10.Hemet Unified School District 3,572 School District Source: County of Riverside Comprehensive Annual Financial Report for the year ending June 30, 2014. Employment and Industry Employment data by industry is not separately reported on an annual basis for the City but is compiled for the Riverside-San Bernardino-Ontario Metropolitan Statistical Area (the “MSA”), which includes all of Riverside and San Bernardino Counties. In addition to varied manufacturing employment, the MSA has large and growing commercial and service sector employment, as reflected in the table below. G-4 The following table represents the Annual Average Labor Force and Industry Employment for the County for the period from 2010 through 2014. RIVERSIDE-SAN BERNARDINO-ONTARIO MSA INDUSTRY EMPLOYMENT & LABOR FORCE - BY ANNUAL AVERAGE 2010 2011 2012 2013 2014 Civilian Labor Force 1,865,800 1,866,200 1,882,900 1,897,000 1,919,900 Civilian Employment 1,610,200 1,623,100 1,665,600 1,710,500 1,763,300 Civilian Unemployment 255,500 243,100 217,300 186,500 156,600 Civilian Unemployment Rate 13.7%13.0%11.5%9.8%8.2% Total Farm 15,000 14,900 15,000 14,500 14,300 Total Nonfarm 1,144,700 1,148,000 1,180,300 1,231,900 1,299,500 Total Private 910,400 920,600 955,700 1,006,700 1,056,400 Goods Producing 145,900 145,200 150,500 158,600 168,500 Natural Resources and Mining 1,000 1,000 1,200 1,200 1,300 Construction 59,700 59,100 62,600 70,000 77,000 Manufacturing 85,200 85,100 86,700 87,300 90,200 Service Providing 998,900 1,002,800 1,029,800 1,073,300 1,116,700 Trade, Transportation and Utilities 270,900 276,500 288,500 300,600 315,000 Wholesale Trade 48,700 49,200 52,200 56,400 59,000 Retail Trade 155,500 158,500 162,400 164,800 168,700 Transportation, Warehousing and Utilities 66,600 68,800 73,900 79,400 87,300 Information 14,000 12,200 11,700 11,500 11,200 Financial Activities 41,000 39,900 40,900 42,200 42,700 Professional and Business Services 123,600 126,000 127,500 132,400 137,800 Educational and Health Services 154,100 157,600 167,200 184,500 193,600 Leisure and Hospitality 122,800 124,000 129,400 135,900 144,300 Other Services 38,200 39,100 40,100 41,100 43,200 Government 234,300 227,500 224,600 225,200 228,800 Total, All Industries 1,159,700 1,162,900 1,195,300 1,246,400 1,299,500 Note:Does not include proprietors, self-employed, unpaid volunteers or family workers, domestic workers in households and persons involved in labor-management trade disputes. Employment reported by place of work. Items may not add to total due to independent rounding. The “Total, All Industries” data is not directly comparable to the employment data found in this Appendix G. Source:State of California, Employment Development Department, March 2014 Benchmark. G-5 The following table summarizes the labor force, employment and unemployment figures for the period from 2010 through 2014 for the City, the County, the State and the nation as a whole. CITY OF LAKE ELSINORE, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA AND UNITED STATES Average Annual Civilian Labor Force, Employment and Unemployment Year and Area Labor Force Employment(1)Unemployment(2) Unemployment Rate (%)(3) 2010 Lake Elsinore 24,100 20,600 3,500 14.7% Riverside County 939,500 803,300 136,200 14.5 California 18,336,300 16,068,400 2,267,900 12.4 United States(4)153,889,000 139,064,000 14,825,000 9.6 2011 Lake Elsinore 24,200 20,800 3,400 14.0% Riverside County 942,200 812,800 129,400 13.7 California 18,417,900 16,249,600 2,168,300 11.8 United States(4)153,617,000 139,869,000 13,747,000 8.9 2012 Lake Elsinore 24,400 21,400 3,00 12.4% Riverside County 950,600 835,200 115,400 12.1 State of California 18,519,000 16,589,700 1,929,300 10.4 United States(4)154,975,000 142,469,000 140,283,000 8.1 2013 Lake Elsinore 24,600 22,00 2,600 10.5% Riverside County 953,200 855,300 97,900 10.3 State of California 18,596,800 16,933,300 1,663,500 8.9 United States(4)155,389,000 143,929,000 11,460,000 7.4 2014 Lake Elsinore 24,900 22,700 2,200 8.8% Riverside County 1,011,500 928,200 83,400 8.2 State of California 18,811,400 17,397,100 1,414,300 7.5 United States(4)155,922,000 146,305,000 9,617,000 6.2 (1)Includes persons involved in labor-management trade disputes. (2)Includes all persons without jobs who are actively seeking work. (3)The unemployment rate is computed from unrounded data; therefore, it may differ from rates computed from rounded figures in this table. (4)Not strictly comparable with data for prior years. Source: California Employment Development Department, March 2014 Benchmark and U.S. Department of Labor, Bureau of Labor Statistics. Personal Income Personal Income is the income that is received by all persons from all sources. It is calculated as the sum of wage and salary disbursements, supplements to wages and salaries, proprietors’ income with inventory valuation and capital consumption adjustments, rental income of persons with capital consumption adjustment, personal dividend income, personal interest income, and personal current transfer receipts, less contributions for government social insurance. G-6 The personal income of an area is the income that is received by, or on behalf of, all the individuals who live in the area; therefore, the estimates of personal income are presented by the place of residence of the income recipients. Total personal income in Riverside County increased by 73% between 2002 and 2013. The following tables summarize personal income for Riverside County for 2002 through 2013. PERSONAL INCOME Riverside County 2002-2013 (Dollars in Thousands) Year Riverside County Annual Percent Change 2002 $43,976,839 5.4% 2003 47,637,097 8.3 2004 51,612,837 8.3 2005 55,892,377 8.3 2006 61,110,773 9.3 2007 64,194,014 5.0 2008 65,140,132 1.5 2009 63,652,627 (2.3) 2010 65,219,337 2.5 2011 69,757,415 7.0 2012 73,685,111 5.6 2013 76,289,477 3.5 Source: U.S. Department of Commerce, Bureau of Economic Analysis. The following table summarizes per capita personal income for Riverside County, California and the United States for 2002-2013. This measure of income is calculated as the personal income of the residents of the area divided by the resident population of the area. PER CAPITA PERSONAL INCOME Riverside County, State of California and the United States 2002-2013 Year Riverside County California United States 2002 $26,066 $34,229 $31,800 2003 26,888 35,303 32,677 2004 27,801 37,156 34,300 2005 28,933 38,964 35,888 2006 30,368 41,623 38,127 2007 30,934 43,152 39,804 2008 30,876 43,608 40,873 2009 29,651 41,587 39,379 2010 29,612 42,282 40,144 2011 31,196 44,749 42,332 2012 32,534 47,505 44,200 2013 33,278 48,434 44,765 Source: U.S. Department of Commerce, Bureau of Economic Analysis. G-7 Taxable Sales The table below presents taxable sales for the years 2007 through 2013 for the City. TAXABLE SALES City of Lake Elsinore 2007-2013 (Dollars in Thousands) Year Permits Taxable Transactions 2007 1,160 723,996 2008 1,173 639,732 2009 1,112 560,924 2010 1,197 599,836 2011 1,248 634,553 2012 1,274 665,409 2013 1,716 688,483 Note: In 2009, retail permits expanded to include permits for food services. Source: “Taxable Sales in California (Sales & Use Tax),” California Board of Equalization. The table below presents taxable sales for the years 2007 through 2013 for the County. TAXABLE SALES County of Riverside 2007-2013 (Dollars in Thousands) Year Permits Taxable Transactions 2007 45,279 29,023,609 2008 46,272 26,003,595 2009 42,765 22,227,877 2010 45,688 23,152,780 2011 46,886 25,641,497 2012 46,316 28,096,009 2013 46,805 30,065,467 Note: In 2009, retail permits expanded to include permits for food services. Source: “Taxable Sales in California (Sales & Use Tax),” California Board of Equalization. H-1 APPENDIX H SPECIMEN MUNICIPAL BOND INSURANCE POLICY