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Home My WebLink About2008/02/05 RDA Agenda Packet I declare under penalty of perjury that I am employed by the City of Chula Vista in the Office of the City Clerk and that I posted th~ ~ IJ':. ument on the bulletin board accordin~~~ ^",;:q~~m:~:;~ty~srA Cheryl Cox, Mayor/Chair Rudy Ramirez, Council/Agency Member David R. Garcia, City Manager/Executive Director John McCann, Council/Agency Member Ann Moore, City Attorney/Agency Counsel Jerry R. Rindone, Council/Agency Member Donna Norris, Interim City Clerk Steve Castaneda, Council/Agency Member JOINT ADJOURNED REGULAR MEETING OF THE CITY COUNCIL, REGULAR METING OF THE REDEVELOPMENT AGENCY, AND SPECIAL MEETINGS OF THE HOUSING AUTHORITY AND PUBLIC FINANCING AUTHORITY February 5, 2008 6:00 P.M. (Immediately following the City Council Meeting) Council Chambers City Hall 276 Fourth Avenue CALL TO ORDER ROLL CALL: Councilmembers/Agency Members/Authority Members: Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox CONSENT CALENDAR (Item I) The Council/Agency/Authority's will enact the Consent Calendar staff recommendations by one motion, without discussion, unless a Council/Agency/Authority Member, a member of the public, or City staff requests that an item be removed for discussion. If you wish to speak on one of these items, please fill out a "Request to Speak" form (available in the lobby) and submit it to the City Clerk prior to the meeting. Items pulled from the Consent Calendar will be discussed immediately following the Consent Calendar. I. APPROVAL OF MINUTES of Special Meetings of the Housing Authority of January 9, 2007 and December 4,2007. Staff recommendation: Authority approve the minutes. 2. RESOLUTION OF THE CHULA VISTA REDEVELOPMENT AGENCY (A) APPROPRIATING $5,570,000 FROM REDEVELOPMENT AGENCY LOW AND MODERATE INCOME HOUSING FUNDS FOR FINANCIAL ASSISTANCE FOR THE DEVELOPMENT OF LOS VECINOS; AND (B) AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A LOAN AGREEMENT BY AND BETWEEN THE CHULA VISTA REDEVELOPMENT AGENCY, AND LOS VECINOS, L.P. AND ALL OTHER IMPLEMENTING AGREEMENTS AND DOCUMENTS (4/5THS VOTE REQUIRED) On June 14, 2007, the Redevelopment Agency of the City of Chula Vista adopted a resolution conditionally approving financial assistance from the Agency's Low and Moderate Income Housing Funds up for the development of a 42-unit low and very low affordable housing rental apartment project at 1501 Broadway. The developer, Wakeland Housing, has met all required conditions for funding. Staff is bringing forward all loan documents and recommending that funds be appropriated. (Redevelopment and Housing Assistant Director) Staff recommendation: Agency adopt the resolution. ITEMS REMOVED FROM THE CONSENT CALENDAR PUBLIC COMMENTS Persons speaking during Public Comments may address the Council/Redevelopment Agency/Housing Authority/Public Financing Authority on any subject matter within the Council/Agency/ Authority's jurisdiction that is not listed as an item on the agenda. State law generally prohibits the Council/Agency/Authority's from discussing or taking action on any issue not included on the agenda, but, if appropriate, the Council/Agency/Authority may schedule the topic for future discussion or refer the matter to staff. Comments are limited to three minutes. ACTION ITEM The Item listed in this section of the agenda will be considered individually by the Council/Agency/Authority's, and is expected to elicit discussion and deliberation. If you wish to speak the item, please fill out a "Request to Speak" form (available in the lobby) and submit it to the City Clerk prior to the meeting. 3. CONSIDERATION OF AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR 2006/2007 Presented for the City Council, Redevelopment Agency, and Public Financing Authority information and acceptance are the Audited Financial Statements for the fiscal year ended June 30, 2007, as prepared by the independent audit firm of Moreland and Associates, Inc. All of the audit reports submitted have received unqualified (clean) opinions from the independent audit firm. (Finance Director) Staff recommendation: Council! Agency/Authority's accept the report. OTHER BUSINESS 4. CITY MANAGER/EXECUTIVE DIRECTOR'S REPORTS 5. MAYOR/CHAIR'S REPORTS 6 COUNCIL/AGENCY MEMBERS/AUTHORITY MEMBERS' COMMENTS Page 2 - Jt. CC/RDA/HA/PF A Agenda htto:llwww.chulavistaca.gov February 5, 2008 ADJOURNMENT by the City Council to their Adjourned Regular Meeting of February 7, 2008, at 6:00 p.m. in the Council Chambers, the Redevelopment Agency to their Regular Meeting of February 19,2008, at 6:00 p.m. in the Council Chambers, and the Housing Authority and Public Financing Authority until further notice, in the Council Chambers. In compliance with the AMERICANS WITH DISABILITIES ACT The City of Chula VISta requests individuals who require special accommodations to access, attend, and/or participate in a City meeting, activity, or service request such accommodation at least forty-eight hours in advance for meetings and five days for scheduled services and activities. Please contact the City Clerk for specific information at (619) 691-5041 or Telecommunications Devicesfor the Deaf (TDD) at (619) 585-5655. California Relay Service is also available for the hearing impaired Page 3 - Jt. CC/RDA/HAlPF A Agenda htto:llwww.chulavistaca.gov February 5, 2008 MINUTES Of AN ADJOURNED REGULAR MEETING OF THE CITY COUNCIL AND A SPECIAL MEETING OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA January 9, 2007 6:00 P.M. An Adjourned Regular Meeting of the City Council and a Special Meeting of the Housing Authority of the City ofChula Vista were called to order at 7:57 p.m., in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL PRESENT: Council/ Authoritymembers Castaneda, McCann, Ramirez, Rindone, and Mayor/Chair Cox ABSENT: CounciVAuthoritymembers: None ALSO PRESENT: Executive Director/Interim City Manager Thomson, Authority/City Attorney Moore, City Clerk Bigelow, and Deputy City Clerk Bennett PUBLIC COMMENTS There were none. PUBLIC HEARINGS 1. CONSIDERATION OF THE ISSUANCE OF TAX-EXEMPT OBLIGATIONS WITH RESPECT TO THE PROPOSED REFINANCE AND REHABILITATION OF EXISTING AFFORDABLE UNITS AT OXFORD TERRACE APARTMENTS The City of Chula Vista has received a request from Alpha Project to consider the issuance of tax-exempt obligations to refinance and rehabilitate 132 existing affordable housing units at the Oxford Terrace Apartments project. The refmance and rehabilitation will improve the property and slightly lower the already affordable rents. (Acting Community Development Director) Housing Manager Mandy Mills presented the staff report. Mayor/Chair Cox opened the public hearing. Council/ Authoritymember Castaneda asked staff to come back with a proposal on how the City may pro actively seek ways to identify properties that would benefit from this program. CounciV Authoritymember McCann requested confirmation from staff that the proposed bond would not cost the City or Housing Authority any money; that it is taking an existing affordable project and placing approximately $15,000 into each unit; and should the bonds go into default, there would be no recourse to Housing Authority funds. Ms. Mills responded affirmatively. Mayor/Chair Cox asked whether or not the tax exempt bonds would be available to any private property owner, as long as they were willing to meet the stipulations of Housing and Urban Development requirements or low/moderate income housing. Ms. Mills replied that such bonds would be available to any entity that meets the minimum restrictions. /1)",1 PUBLIC HEARINGS (Continued) CounciV Agencymember Rindone spoke in support of the staff referral by Councilmember Castaneda to return to the Council with a proposal on how the City may proactively seek ways to identifY other properties that would benefit from this program. There being no members of the public who wished to speak, Mayor/Chair Cox closed the public hearing. ACTION: CounciV Authoritymember Castaneda moved to adopt Housing Authority Resolution No. 2007-032 and Council Resolution No. 2007-011, headings read, texts waived: A. HOUSING AUTHORITY RESOLUTION NO. 2007-032, RESOLUTION OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA .REGARDING ITS INTENTION TO ISSUE TAX-EXEMPT OBLIGATIONS FOR A PROPOSED REFINANCE AND REHABILITATION OF EXISTING AFFORDABLE UNITS AT OXFORD TERRACE APARTMENTS B. RESOLUTION NO. 2007-011, RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA VISTA PURSUANT TO SECTION 147(F) OF THE INTERNAL REVENUE CODE OF 1986 APPROVING THE ISSUANCE OF BONDS BY THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA FOR THE REFINANCE AND REHABILITATION OF EXISTING AFFORDABLE UNITS AT OXFORD TERRACE APARTMENTS CounciVAuthoritymember Ramirez seconded the motion, and it carried 5-0. OTHER BUSINESS 2. CITY MANAGERlDlRECTOR'S REPORTS There were none. 3. MAYOR/CHAIR'S REPORTS There were none. 4. COUNCIL/AGENCY MEMBER'S COMMENTS There were none. ADJOURNMENT At 8:18 p.m., Mayor/Chair Cox adjourned the meeting until further notice, and to the Adjourned Regular Meeting of the City Council on January 15,2007 at 9:30 a.m. in the Council Chambers. :::--- Lorraine Bennett, CMC, Deputy City Clerk Page 2 - CouncillHA Minutes /1, ,A January 9, 2007 DRAFT MINUTES OF A SPECIAL MEETING OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA December 4, 2007 4:00 P.M. A Special Meeting of the Housing Authority of the City of Chula Vista was called to order at 6:48 p.m., in the Council Chambers, located in City Hall, 276 Fourth Avenue, Chula Vista, California. ROLL CALL PRESENT: Authority Members: Castaneda, McCann, Ramirez, Rindone, and Chair Cox ABSENT: None ALSO PRESENT: Executive Director Garcia, General Counsel Moore, City Clerk Bigelow, and Deputy City Clerk Bennett PUBLIC COMMENTS There were none. CONSENT CALENDAR (Item 1) Authority Member Rindone stated he would be abstaining from voting on the minutes of July 17, 2007, as a result of his excused absence from the meeting. 1. APPROVAL OF MINUTES of the Special Meetings of June 19, 2007, July 17, 2007 and October 2, 2007. Staff recommendation: Authority approve the minutes. ACTION: Authority Member Castaneda moved to approve staffs recommendation and offered Item 1. Authority Member McCann seconded the motion and it carried 5- 0, except on the minutes of July 17, 2007, which carried 4-0-1, with Vice Chair Rindone abstaining due to his excused absence from the meeting. ITEMS REMOVED FROM THE CONSENT CALENDAR There were none. ACTION ITEMS 2. CONSIDERATION OF ISSUANCE OF MULTIFAMILY HOUSING REVENUE BONDS FOR THE LANDINGS APARTMENTS On August 7, 2007, the Council authorized the Housing Authority to issue multifamily housing revenue bonds to finance a majority of the development costs associated with the Landings affordable apartment community. Subsequently, on September 27, 2007, the Housing Authority expressed its intent to issue these tax-exempt bonds for the project. The Landings will provide 92 affordable rental units for lower income households in satisfaction of the City's balanced Communities Affordable Housing Program for the Windwalk master planned community. (Redevelopment Agency Executive Director) Page I - Housing Authority Minutes December 4, 2007 /8// DRAFT ACTION ITEMS (Continued) ACTION: Vice Chair Rindone moved to adopt the following Housing Authority Resolution No. 2007-036, heading read, text waived: RESOLUTION NO. 2007-036, RESOLUTION OF THE HOUSING AUTHORITY OF THE CITy OF CHULA VISTA AUTHORIZING THE ISSUANCE OF THE HOUSING AUTHORITY OF THE CITY OF CHULA VISTA MULTIFAMILY HOUSING REVENUE BONDS (THE LANDINGS APARTMENTS), SERIES 2007C IN AN AGGREGATE PRINCIPAL AMOUNT NOT TO EXCEED $16,738,648 FOR THE PURPOSE OF FINANCING FOR THE DEVELOPMENT OF THE LANDINGS APARTMENTS PROJECT, APPROVING AND AUTHORIZING THE EXECUTION AND DELIVERY OF ANY AND ALL DOCUMENTS NECESSARY TO ISSUE THE BONDS AND IMPLEMENT THIS RESOLUTION Authority Member Castaneda seconded the motion and it carried 5-0. OTHER BUSINESS 3. EXECUTIVE DIRECTOR'S REPORTS There were none. 4. CHAIR'S REPORTS There were none. 5. AGENCY MEMBER'S COMMENTS There were none. ADJOURNMENT At 6:59 p.m., Chair Cox adjourned the meeting until further notice. ~ - --0 ---- --- Lorraine Bennett, CMC, Deputy City Clerk Page 2 - Housing Authority Minutes J'l~ December 4, 2007 CITY COUNCIL & REDEVELOPMENT AGENCY AGENDA STATEMENT ITEM TITLE: SUBMITTED BY: REVIEWED BY: SUMMARY ~l~ CIlY OF ~CHUlA VISTA FEBRUARY 5, Item ~ RESOLUTION OF THE CHULA VISTA REDEVELOPMENT AGENCY [A] APPROPRIATING $5,570,000 FROM REDEVELOPMENT AGENCY LOW AND MODERATE INCOME HOUSING FUNDS FOR FINANCIAL ASSISTANCE FOR THE DEVELOPMENT OF LOS VECINOS; AND [B] AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A LOAN AGREEMENT BY AND BETWEEN THE CITY OF CHULA VISTA REDEVELOPMENT AGENCY, AND LOS VECINOS, LP AND ALL OTHER IMPLEMENTING AGREEMENTS AND DOCUMENTS. ASSISTANT DIRECTOR OF REDEVELOPMENT AND HOUSING e2 EXECUTIVE DIRECTOR -' ~Yl WDI'-c 4/5THS VOTE: YES ~ NO D The Los Vecinos project is a 42-unit affordable housing development project located at 1501 Broadway. In June, 2007, the CVRC Chula Vista Redevelopment Agency (Agency) adopted a resolution conditionally approving financial assistance from the Agency's Low and Moderate Income Housing Funds for this development (locator map provided as Attachment I). Since June, Wakeland Housing and Development Corporation (the "Developer") has met the City's conditional approval requirements including securing 9% tax credits from the California Tax Credit Allocation Committee to support the majority of the estimated $17 million cost of constructing the project. Staff is recommending that the Agency appropriate $5,570,000 from Redevelopment Agency Low and Moderate Income Housing Funds, with $5,480,000 for a loan related to the development of the Los Vecinos project and $90,000 to offset City costs related to loan underwriting, legal services, environmental review, and other related internal project staff costs. The loan agreement in substantially final form has been provided as Attachment 2. Additionally, the City Council approved state Density Bonus Incentives and Concessions for the Los Vecinos project by Ordinance on July 10, 2007, pursuant to California Govemment Code 65915 (State Density Bonus Law). The related restrictions are incorporated into the Covenants, Conditions, and Restrictions (CC&Rs), which will be recorded against the property and are included as Exhibit D of the Loan Agreement (Attachment 2). 2-1 ENVIRONMENTAL REVIEW The Environmental Review Coordinator has reviewed the proposed project for compliance with the California Environmental Quality Act and has determined that the proposed project was adequately covered in the previously adopted Mitigated Negative Declaration, IS-07-017, which the City Council adopted by Ordinance 3077 on July 10, 2007. RECOMMENDATION That the Chula Vista Redevelopment Agency (Agency) adopt the Resolution. BOARDS/COMMISSION RECOMMENDATION On June 14,2007, the Chula Vista Redevelopment Corporation approved the Design Review for the project (DRC-07-27), and recommended Agency fmancial assistance and a City Council Ordinance taking actions required for project approval. On March 28, 2007, the Housing Advisory Commission voted to recommend approval to the City Council and Redevelopment Agency to provide financial assistance from the City's Low and Moderate Income Housing Funds to Wakeland Housing for the financing of a proposed 42 unit affordable housing project located at 1501 Broadway. DISCUSSION The ProDosed Proiect The Los Vecinos development is proposed to be built at 1501 Broadway located in the Merged Chula Vista Redevelopment Project Area. The site is where the blighted Tower Lodge motel once stood and was recently demolished. The motel had a long history of community complaints, code violations and police calls for service. The development will consist of 42 apartment units including a community room, computer lab, laundry room, and courtyard with a tot lot, barbeque grills, and seating areas. The project will also include Wakeland Housing's Resident Services Program that has won awards for exemplary services. The project will primarily serve extremely low and very low-income households (30 to 50 percent of the Area Median Income), helping meet the City's affordable housing needs and the Redevelopment Agency's expenditure and production requirements for very low income housing. Monthly rents would range from approximately $380 to $1,000 (per HUD Annual Income Limits). Los Vecinos will be a model for sustainable affordable housing development in the region. The project participated in a modeling program offered through the National Energy Center for Sustainable Communities (NECSC) and the Gas Technology Institute (GTI) to analyze the energy, economic, and environmental impacts of alternative building design options. Wakeland is pursuing Leadership in Energy and Environmental Design (LEED) certification for the project, which will be one of only two multifamily affordable projects in the region to have solar powered residential units. Ninety percent of the building's electricity will be solar-generated, including residential units, the community center, the laundry facilities, and all indoor and 2-2 outdoor lighting. Additionally, Los Vecinos will use Energy Star appliances, instantaneous (tankless) water heater, energy efficient hydronic heating systems, and radiant barrier roof sheathing. Densitv Bonus On July 10,2007, the City Council adopted Ordinance No. 3077 approving three development incentives in the areas of parking, building setback, and open space. In granting the density bonus and incentives, California Government Code Section 65915 (State Density Bonus Law) requires that the developer agree to the following: 1) Construct a minimum of 10 percent of the total units of the housing development for very low income households or 20 percent for low income households: 2) Rental rates do not exceed 30 percent of 50 percent of the area median income (AMI) for very low income households and 30 percent of 60 percent of the AMI for low income households; 3) the above conditions apply for a minimum of 30 years. The project will exceed the minimum requirements of State Density Bonus Law by providing all units as affordable to very low and low income households for 55 years. The attached Loan Agreement and related Covenants, Conditions, and Restrictions (CC&Rs) have been designed to satisfy the requirements of State Law (Attachments 2 ). Income and Rent Restrictions The Loan Agreement for the Agency's assistance restricts rents and income. The agreement will be recorded against the property and its restrictive covenants will run with the land. The agreements articulate the following restrictions and mechanisms for monitoring compliance: llnit ~o. of l nits Tar~(..t Income Area l\ledlan I'roposed Dcscri tion GI'OUp Income (-t Persons) Rents I Bd/I Ba I 30% AMI $ I 6,550 $380 2 Bd/I Ba 2 30% AMI $ I 8,650 $427 3 Bd/2 Ba 2 30% AMI $20,700 $493 I Bd/I Ba 2 45% AMI $22,850 $576 2 Bd/I Ba 2 45% AMI $25,700 $646 3 Bd/2 Ba 3 45% AMI $28,550 $747 I Bd/I Ba 6 50% AMI $27,600 $638 2 Bd/I Ba 8 50% AMI $31,050 $719 3 Bd/2 Ba 7 50% AMI $34,500 $831 I Bd/I Ba 3 60% AMI $33,100 $768 2 Bd/I Ba 3 60% AMI $37,250 $865 3 Bd/2 Ba 2 60% AMI $41,400 $1,000 MGR I N/A N/A N/A Total 42 Restricted In addition, the following requirements are including in the implementing agreements: 1. Tenant income is certified at initial occupancy and each year thereafter. 2. Certified reports must be submitted to the Agency on a semi-annual basis. 3. The above conditions apply for a period of 55 years. 2-3 Redevelooment Al!:encv Loan The Agency Loan of $5,680,000 will be made on the following loan terms and conditions: 1. The loan repayment will be secured by a Deed of Trust recorded against the project property. 2. The term of the loan shall be fifty-five (55) years. 3. Payment of principal and interest on the Agency loan shall be made, if available, on an annual basis, out of "Residual Receipts", rental income from the project minus debt service on the principal loan, payment of the deferred developer fee, and reasonable operating expenses. 4. Developer will be required to operate the project consistent with the Agency's Loan Agreement, Tax-Credit Equity Deed Restrictions, and all Covenants, Conditions, and Restrictions. 5. It is estimated that the proposed total project cost will be $17,238,353. Listed below are all projected sources of funds, including grants, deferred fees, owner equity, etc. Name of Term Interest Amount of .\nnual Residual Lender/Source In Rate Funds Debt Receipt/Deferred Months Sen ice I)a~ ment California 360 7.22% $1,577,368 $127,844 No Community Reinvestment Corp. Chula Vista Redev. 660 5.00% $5,680,000 N/A As Available Agency Solar Rebate N/A N/A $257,040 N/A As Available Investment Tax N/A N/A $59,643 N/A N/A Credits (solar) Deferred Developer 144 5.00% $228,000 N/A As Available Fee Total Permanent Financing $7,802,051 Total Tax Credit Equity $9,436,302 Total Sources of Project Funds $17,238,353 Article XXXIV This project is subject to Article XXXIV of the State Constitution (Article 34). Article 34requires that voter approval be obtained before any "state public body" develops, constructs or 2-4 acquires a "low rent housing project". On April 11, 1978, Chula Vista voters approved Proposition C, which authorized the development, construction, and acquisition of 400 units of housing for persons of low-income. Currently, there are 66 units remaining under the authority granted by Proposition C. The restriction of the 42 units will be allocated to this remaining balance, leaving 24 units under the original 400 units approved. Voter approved an additional 1,600 units in November 6,2006. DECISION MAKER CONFLICT Staff has reviewed the property holdings of the Redevelopment Agency Board and City Council members and has found no property holdings within 500- feet of the boundaries of the property which is the subject of this action. FISCAL IMPACT Tonight's appropriation of $5,570,000 includes the remaining gap of $5,480,000 for costs related to the development of Los Vecinos, and $90,000 to offset City costs related to loan underwriting, legal services, environmental review, and other related internal project staff costs to plan and execute this project. A predevelopment loan of $200,000 from the Low and Moderate Housing Fund was previously appropriated, and has been disbursed. Including the predevelopment funds the total financial assistance toward this project is $5,770,000. The Redevelopment Agency's Low and Moderate-Income Housing Fund current appropriation of $5,570,000 is available from the Agency's Low Moderate Housing Fund. Any repayment of the loan will be deposited into the Low and Moderate-Income Fund for further use in providing affordable housing. As a non-profit affordable housing development, this project will not generate tax increment. It will help meet the City's critical affordable housing needs and the expenditure and production requirements of the Redevelopment Agency for very low income housing. ATTACHMENTS I. Locator Map 2. Loan Agreement 3. Disclosure Statement Prepared by: Sarah Johnson, Project Coordinator II, Redevelopment and Housing Jose Dorado, Project Coordinator II, Redevelopment and Housing 2-5 ATTACHMENT 1 \ ~\~n~\-)ICC~. II:: I lJ I I I r~rangeAV il -- \\JJ --....., ~ ~rm:o~, ) 1'(( \m\:l 1 L1.)-r,r.;<:-J \ \ ~ ~~ ~~ - II I I ~ I- - ~ rr ~ i-- I- . - \ ~ t::: -t:: ~ r--: I I I I f-- , - f-- - '-:: ~I-- I-- _ - '- - '- I-- ...- - - _ _L-- ~L-- - T \ l ;I" - -I-- 1--1-- - . - ~Ir~ - .....; \\\1 - PROJECT - ~~-=i= -~ l"IT\V - - ~ ~g:: . ~ EHBE - 1- . lDCAlID,N \ II 1+] hi, "111/\ Anita St :: I II I - -- '-- ~ 1-- f-- '-- .....- t= --i-- W. 1= 1= - I- = -- <: I- - I- --f--- lU t:: ~ - --t-- en - 1-- en t= i== _1-- '--t-- ~ 1= ~ - -~ ~ ~ - '-- -'-- f-- I::: I r I II I I I ! I IIII - ~~ - - - .-- CHULA VISTA PLANNING 'aOC!)CATOR ::: ADORESS: SCALE: No Scale AND BUILDING DEPARTMENT Wakeland Housing & Development COIp. 1501 BroadwaYk \ \. PROJECTO.............N: DESIGN REVIEW Project SUIllIl'l3ry. Proposed: 42-units of affordable, multifamily renlal housing wilh a community center for residents. FILE NUMBER: DCR-07-27 Related cases: 15-07-017, PCZ.o7-D6 & PCC.o7.o37 Gb ~() Cl:c :JI<:: r- ~~ IIII )> < CI> '" ;; g - ~~ .. '" !i .. ..~ "'tl Ii a h..... 8. g:t: > Ilj ~ -[ z ~ !fa z il _ ~ po z ,;, Gl ... )> z ~ lilillo [ I rI~1 ~ zz - i ~.::a 5 ... "1m z a 1 S Gl ~ ~~ li 0 po i ~~ m "'tl if.. )> ifiio ;:0 Ii .... ;::: it m '} Z .... . ~. if !(! nn . . . . IS-07-017, FA-10B9 PCZ-07-06, BA-217 DRC-07-27, BL-B21 PCC-07-037, BB1456 6220920500 1501 Broadway 500' R 12.27.06 Wakeland Housing & Develop. Corp. . . . . . ,J....-\-t . . . ... ;;l @ 1 - ~ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .......... . ....... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ........ . ~ . . .. . II . . . . . . . . " . . . 2-7 Attachment 2 CONSTRUCTION AND PERMANENT FINANCING LOAN AGREEMENT By and Between REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA and LOS VECINOS, L.P. 1 E:\CLIENTS\Chula Vista\Los Vecinos\Fina1\Construction & Permanent Loan.doc 2-8 THE A TT ACHED AGREEMENT HAS BEEN REVIEWED AND APPROVED AS TO FORM BY THE CITY ATTORNEY'S OFFICE AND WILL BE FORMALLY SIGNED UPON APPROVAL BY THE CITY COUNCIL Ann Moore City Attorney Dated: I /'bl/DB Construction and Permanent Financing Loan Agreement By and Between Redevelopment Agency of the City of Chula Vista and Los Vecinos, L.P. 2-9 CONSTRUCTION AND PERMANENT FINANCING LOAN AGREEMENT TIDS CONSTRUCTION AND PERMANENT AGREEMENT, ("Agreement") is entered into as of this _ day of and between the Redevelopment Agency of the City of Chula Vista Vecinos, L.P., a California limited partnership ("Borrower") as follows: FINANCING LOAN , 2008, by ("Agency") and Los RECITALS A. In furtherance of the objective of the California Community Redevelopment Law to increase, improve, and preserve the community's supply of low- and moderate-income housing, and to effectuate the Redevelopment Plan for the Merged Chula Vista Redevelopment Project Area (the "Project"), Agency desires to assist Borrower with the redevelopment of a certain portion of the Merged ChuIa Vista Redevelopment Project Area generally located at 1501 Broadway in Chula Vista, California (the "Property"), which is more particularly described on the Property Legal Description attached hereto as Exhibit "A". B. The Agency and Borrower desire by this Agreement for the Borrower to agree to construct and permanently finance forty-one (41) affordable units ("Affordable Units"), one (1) manager's unit, a community room, laundry room, parking, open space, a computer room and tot lot (collectively, the "Improvements") on the Property, and for the Agency to agree to make a Loan to Borrower from the Agency's Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the California Health and Safety Code (the "Low-Mod Funds") in the original principal amount of not more than Five Million Six Hundred Eighty Thousand and Noll 00 Dollars ($5,680,000.00) (the "Agency Loan"). C. The Agency previously made a predevelopment loan to Borrower in the amount of Two Hundred Thousand and No/lOO Dollars ($200,000.00) (the "Agency Predevelopment Loan"). The Borrower desires to pay the Agency Predevelopment Loan, including principal, interest, fees, and related expenses in full from proceeds of the Agency Loan, in accordance with the terms and conditions of the Agency Predevelopment Loan Agreement, at which time, the Agency Predevelopment Loan Agreement shall be deemed satisfied. D. The Property is to be constructed and operated as low and very low income housing for fifty-five (55) years in accordance with the Declaration of Covenants, Conditions and Restrictions ("Declaration"), attached hereto as Exhibit "D". E. The development of the Property pursuant to this Agreement, the fulfillment generally of this Agreement and the construction of the Improvements pursuant to the terms of this Agreement, are in the vital and best interest of the City of ChuIa Vista and the health, safety, morals and welfare of its residents, and in accord with the public purposes and provisions of 2 E:\CLIENTS\Chula Vista\Los Vecmos\Final\Construction & Permanent Loan.doc 2-10 applicable state and local laws and requirements under which the redevelopment of the Project has been undertaken. F. The Redevelopment Agency of the City of Chula Vista by Resolution No. , adopted on , 2008, approved the funding by the Al;;ency of the Agency Loan. G. Borrower intends to construct the Project in part with a construction loan from Wells Fargo Bank in the approximate amount of Eight Million Two Hundred Eighty-Two Thousand and Noll 00 Dollars ($8,282,000.00) (the "Construction Loan"). Borrower intends to finance the Property and Improvements using: (i) approximately Nine Million Four Hundred Thirty-Six Thousand Three Hundred Two and NollOO Dollars ($9,436,302.00) of nine percent (9%) tax credit equity (the "Tax Credits"); (ii) a permanent financing loan from the California Community Reinvestment Corporation in the approximate amount of One Million Seven Hundred Sixteen Thousand Three Hundred Fourteen and No/100 Dollars ($1,716,314.00) (the "Permanent Loan"); (iii) a solar rebate from the California Energy Commission in the approximate amount of Two Hundred Fifty-Seven Thousand Forty and No/100 Dollars ($257,040.00) (the "Solar Rebate"); (iv) deferral of Two Hundred Twenty-Eight Thousand and No/lOO Dollars ($228,000.00) of the developer fee (the "Deferred Developer Fee"); and (v) the Agency Loan. This Agreement is being executed in connection with and Agency's obligation to make the Agency Loan is contingent upon the Borrower obtaining the Tax Credits and Construction Loan, obtaining a commitment for the Permanent Loan and deferring the Deferred Developer Fee. Borrower shall use its best efforts to obtain the Solar Rebate. H. The Property and Improvements shall be constructed in accordance with all applicable law, rules, regulations and conditions of approval from TCAC, the City of Chula Vista, the Internal Revenue Service, the various lenders involved with the Property and Improvements and the requirements of this Agreement. NOW, THEREFORE, in furtherance of the recitals stated above, the mutual covenants set forth below, the Parties agree, prornise and declare as follows: DEFINITIONS The following terms shall have the meanings set forth below: "Affordable Units" means the forty-one (41) dwelling units to be constructed by Borrower on the Property, that are restricted for a period of fifty-five (55) years by the Declaration, which includes restrictions related to the maximum rents which may be charged, and to the tenants that are eligible to reside in such units, all of which are in furtherance of the City's goals of making available homes, either for rent or for sale, to that section of population who cannot afford to buy or rent locally on the open market. "Agency" means the Redevelopment Agency of the City of Chula Vista, a public body, corporate and politic, exercising governmental functions and powers and organized and existing 3 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-11 under Chapter 2 of the Community Redevelopment Law of the State of California, and any assignee of or successor to its rights, powers and responsibilities. "Agency Loan" means the loan from Agency to Borrower as provided in this Agreement in an original principal amount not to exceed Five Million Six Hundred Eighty Thousand and Noll 00 Dollars ($5,680,000.00), and as further defined in this Agreement. "Agency Note" means the promissory note evidencing the Agency Loan, a copy of which is attached hereto as Exhibit "B." "Agreement" means this Construction and Permanent Financing Loan Agreement. "Borrower" means Los Vecinos, L.P., a California limited partnership. Nothing contained herein shall prohibit Borrower from changing its name provided that there is no change in the composition and make up of Borrower, without the express prior consent of Agency. "Construction Loan" means the construction loan from the Wells Fargo Bank in the approximate amount of Eight Million Two Hundred Eighty-Two Thousand and No/lOO Dollars ($8,282,000.00). "Declaration" means the declaration of covenants, conditions and restrictions securing the Agency Loan as defined in Recital B of this Agreement, a copy of which is attached hereto as Exhibit "D." "Deed of Trust" means the deed of trust securing the Agency Loan, Declaration and this Agreement, a copy of which is attached hereto as Exhibit "C." "Defective Work" means all work, material, or equipment that is unsatisfactory, faulty, incomplete, or does not conform to industry standards, construction documents, or approved drawings. "Deferred Developer Fee" means Two Hundred Twenty-Eight Thousand and No/lOO Dollars ($228,000.00) of the developer fee which is being deferred. The Deferred Developer Fee shall be paid in full no later than December 31, 2020. "Environmental Laws" means any federal, state or local law, statute, ordinance or regulation pertaining to environmental regulation, contamination or cleanup of any Hazardous Materials, including, without limitation, (i) the California Hazardous Waste Control Act (California Health and Safety Code 925100 et seq.), (ii) the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code 925300 et seq.), (iii) the Hazardous Materials Release Response Plans and Inventory (California Health and Safety Code 925500 et seq.), (iv) Underground Storage of Hazardous Substances (California Health and Safety Code, 925280 et seq.), (v) Article 9 or Article 11 of Title 22 of the California Administrative Code, Division 4, Chapter 20, (vi) the Safe Drinking Water and Toxic Enforcement Act (California 4 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-12 Health and Safety Code, 925249 et seq.), (vii) the Porter-cologne Water Quality Control Act (California Water Code, 913000 et seq.), (viii) the Federal Water Pollution Control Act (33 D.S.C. 91271 et seq.), (ix) the Resource Conservation and Recovery Act (42 D.S.C. 96901 et seq.), (x) the Comprehensive Environmental Response, Compensation and Liability Act (42 D.S.C. 99601 et seq.), (xi) the Safe Drinking Water Act (14 D.S.C. 9300f et seq.), (xii) the Hazardous Materials Transportation Act (49 D.S.C. 95101 et seq.), (xiii) the Toxic Substances Control Act (15 D.S.C. 92601 et seq.), (xiv) the Federal Insecticide, Fungicide and Rodenticide Act (7 D.S.C. 9136, et seq.), (xv) the Clean Air Act, 42 D.S.C. (97401 et seq.) or (xvi) any state or federal lien or "superlien" law, any environmental cleanup statute or regulation, or any permit, approval, authorization, license, variance or permission required by any governmental authority having jurisdiction. "Hazardous Materials" means: (i) Those substances included within the definitions of "hazardous substance," "hazardous waste," "hazardous material," "toxic substance," "solid waste," "pollutant" or "contaminant" in the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 D.S.C. 99601 et seq.); the Resource Conservation and Recovery Act (42 D.S.C. 96901 et seq.); the Clean Water Act (33 D.S.C. 92601 et seq.); the Toxic Substances Control Act (15 D.S.C. 99601 et seq.); the Hazardous Materials Transportation Act (49 D.S.C. 91801 et seq.); or under any other Environmental Laws; (ii) Those substances included within the definitions of "Extremely Hazardous Waste," "Hazardous Waste," or "Restricted Hazardous Waste," under 9925115, 25117 or 25122.7 of the California Health and Safety Code, or is listed or identified pursuant to 9925140 or 44321 of the California Health and Safety Code; (iii) Those substances included within the definitions of "Hazardous Material," "Hazardous Substance," "Hazardous Waste," "Toxic Air Contaminant" or "Medical Waste" under 9925281, 25316, 25501, 25501.1, 25023.2 or 39655 of the California Health and Safety Code; (iv) Those substances included within the definitions of "Oil" or a "Hazardous Substance" listed or identified pursuant to 9311 of the Federal Water Pollution Control Act, 33 D.S.C. 91321, as well as any other hydrocarbonic substance or by-product; (v) Those' substances included within the definitions of "Hazardous Waste," Extremely Hazardous Waste" or an "Acutely Hazardous Waste" pursuant to Chapter 11 of Title 22 of the California Code of Regulations; (vi) Those substances listed by the State of California as a chemical known by the State to cause cancer or reproductive toxicity pursuant to 925249.9(a) of the California Health and Safety Code; 5 E;\CLIENTS\Chula Vista\Los Vecmos\Final\Construction & Permanent Loan.doc 2-13 (vii) Any material which due to its characteristics or interaction with one or more other substances, chemical compounds, or mixtures, damages or threatens to damage, health, safety, or the environment, or is required by any law or public agency to be remediated, including remediation which such law or public agency requires in order for the property to be put to any lawful purpose; (viii) Any material whose presence would require remediation pursuant to the guidelines set forth in the State of California Leaking Underground Fuel Tank Field Manual, whether or not the presence of such material resulted from a leaking underground fuel tank; (ix) Pesticides regulated under the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. g136 et seq.; (x) Asbestos, PCBs, and other substances regulated under the Toxic Substances Control Act, 15 U.S.C. g2601 et seq.; (xi) Any radioactive material including, without limitation, any "source material," "special nuclear material," "by-product material," "low-level wastes," "high-level radioactive waste," "spent nuclear fuel" or "transuranic waste" and any other radioactive materials or radioactive wastes, however produced, regulated under the Atomic Energy Act, 42 U.S.C. gg2011 et seq., the Nuclear Waste Policy Act, 42 U.S.C. ggl0101 et seq., or pursuant to the California Radiation Control Law, California Health and Safety Code gg25800 et seq.; (xii) Any material regulated under the Occupational Safety and Health Act, 29 U.S.C. gg65l et seq., or the California Occupational Safety and Health Act, California Labor Code gg6300 et seq.; (xiii) Any material regulated under the Clean Air Act, 42 U.S.C. gg7401 et seq. or pursuant to Division 26 of the California Health and Safety Code; (xiv) Those substances listed in the United States Department of Transportation Table (49 CFR Part 172.101), or by the Environmental Protection Agency, or any successor agency, as hazardous substances (40 CFR Part 302); (xv) Other substances, materials, and wastes that are or become regulated or classified as hazardous or toxic under federal, state or local laws or regulations; and (xvi) Any material, waste or substance that is: (a) a petroleum or refined petroleum product; (b) asbestos; (c) polychlorinated biphenyl; 6 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-14 (d) designated as a hazardous substance pursuant to 33 U.S.c. g1321 or listed pursuant to 33 U.S.C. g1317; (e) a flammable explosive; or (f) a radioactive material. "Low-Mod Funds" means the Agency's Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the California Health and Safety Code. "Improvements" shall have the meaning ascribed to it in Recital B, as more particularly described herein and in the Scope of Development. "Permanent Loan" means the conversion of a portion of the Construction Loan to a permanent financing loan from California Community Reinvestment Corporation, in the approximate amount of One Million Seven Hundred Sixteen Thousand Three Hundred Fourteen and No/lOO Dollars ($1,716,314) on the terms and conditions stated in the Construction Loan documents. "Placed in Service" means the date the Project is placed in service for purposes of 26 U.S.C. g42. "Project" shall have the meaning ascribed to it in Recital A. "Property" means the approximately 1.46 acre portion of the Project located on at 1501 Broadway in the City ofChula Vista, which is more particularly described on Exhibit "A". "Solar Rebate" means the solar rebate from the California Energy Commission in the approximate amount of Two Hundred Fifty-Seven Thousand Forty and No/1 00 Dollars. "Tax Credits" means not less than Nine Million Four Hundred Thirty-Six Thousand Three Hundred Two and No/lOO Dollars ($9,436,302.00) of nine percent (9%) tax credit equity to be obtained by Borrower. ARTICLE I. Loan Provisions - General Section - 1.1 Construction and Permanent Financing Loan and Authorization. Agency will fund the Agency Loan to Borrower according to and upon the terms and conditions set forth below. The proceeds of the Agency Loan shall be used by Borrower solely for the purposes of constructing and permanently financing the Affordable Units. This Agreement and the Agency Loan are in furtherance of and authorized by the provisions of the California Community Redevelopment Law (California Health and Safety Code Section 33000 et seq.), pursuant to which: (i) the Agency has deposited funds derived from the Project into the Agency's Low and 7 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-15 Moderate Income Housing Fund; (ii) the Agency has found that the construction and use of the Property and the Improvements pursuant to this Agreement will be of benefit to the Project; and (iii) the Affordable Units are to be constructed and used exclusively to provide housing for "very low income and lower income families" as defined in the Sections 50105 and 50079.5 of the California Health & Safety Code, respectively, at "affordable rents" as defined by Section 50053(a) of the California Health & Safety Code. (a) Loan Amount and Funding. The original principal amount of the Agency Loan shall not exceed Five Million Six Hundred Eighty Thousand and No/IOO Dollars ($5,680,000.00). The Agency Loan shall be disbursed as set forth in Section 1.27, below. (b) Promissorv Note. (1) The Agency Loan shall be evidenced by a promissory note executed by Borrower, in favor of Agency, in the amount of the Agency Loan in the form and format as set forth in Exhibit "B" attached to this Agreement and incorporated herein by reference (the "Agency Note"). The Agency Loan and the Agency Note shall be recourse until the timely completion of construction and issuance of a certificate of occupancy for all forty-two (42) dwelling units to be constructed at the Property. Upon completion of such construction and issuance of the certificate of occupancy in connection therewith the Agency Loan shall become a nonrecourse obligation of Borrower (except with respect to Paragraph 9(b) of the Agency Note). (2) The Agency Note shall bear interest at five percent (5%) simple interest per annum. For purposes of this Section 1.1 (b )(2), Year 1 means period of time that begins on the date the Improvements are Placed in Service and ends on December 31 of the same calendar year. Subsequent "Years" during the term of the Agency Loan shall mean each calendar year immediately following the end of the immediately preceding Year and shall be numbered consecutively thereafter. Interest shall accrue, however, no payments shall be due under the Agency Note until the April 1 immediately following Year 1. At such time and each April 1 thereafter during the term of the Agency Loan, Borrower shall pay to the Agency: (i) for Years 1-30, 50% of the Residual Receipts, as defined in the Agency Note; and (ii) for Years 31-54, 75% of the Residual Receipts, until fifty-five (55) years from the date the Improvement are Placed in Service, at which time all principal and unpaid interest shall be due and payable. The principal and interest may be prepaid in whole or in part at any time and from time to time, without notice or penalty. Any prepayment shall be allocated first to unpaid interest and then to principal. Prepayment of the Agency Loan shall not in any manner affect any obligation or restriction related to maintaining the units as "Affordable Units" during the fifty-five (55) year term. (3) Should Borrower agree to or actually sell, convey, transfer, further encumber or dispose of the Property or any interest in it (except as provided in the Agency Note), without first obtaining the written consent of the holder of the Agency Note (i.e., the Agency) as required by section 1.8, then all obligations secured by the Agency Note may be declared due and payable at the option of Agency. The consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. 8 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-16 The resident tenant restrictions set forth in the Declaration and referenced in Section 1.5 of this Agreement shall remain in place whether or not Agency approves or disapproves a successor-in- interest for the term of fifty-five (55) years. (4) The parties acknowledge that the Agency Loan is not a purchase money mortgage as defined in Code of Civil Procedure Section 580b. Section 1.2 - Security. (a) Deed of Trust. Borrower shall execute, acknowledge, deliver and cause to be recorded upon the close of Escrow as security for the Agency Loan, the Deed of Trust, in a form and format set forth in Exhibit "C" attached to this Agreement and incorporated herein by this reference. (b) Additional Security. Borrower shall execute and deliver to Agency such separate security agreements, UCC-l fmancing statements, consents or certificates, assignments and other documents or instruments as Agency may require (the "Security Agreement") and reflecting security interests in the personalty used in connection with the operation of the Property as Agency may require. In addition thereto, Borrower shall execute and deliver such security agreements, and the like, as required by Agency in connection with the Deed of Trust. Specifically, Borrower agrees that any notice of default and/or copy of any notice of sale will be mailed to Agency in compliance with Section 2924b of the California Civil Code. Section 1.3 - Subsequent Financing. Except for the deeds of trust and security instruments with respect to the Construction Loan and Permanent Loan, no further loan, deed of trust, or encumbrance, shall be placed by Borrower upon any portion of the Property and improvements, whether by refinancing or otherwise, without first obtaining the express written consent of Agency. Any such unconsented to financing or refinancing shall constitute a material beach of this Agreement. Further, during any Agency approved refinancing or subsequent encumbrance, Agency shall be provided AL T A title insurance or endorsements acceptable to it, at the cost and expense of Borrower. Said written consent shall be at Agency's sole discretion. Without the express written consent of Agency such subsequent financing is void. Section 1.4 - Funding. Agency's obligation to fund the Agency Loan shall be and is specifically conditioned upon Borrower obtaining the Tax Credits and Construction Loan and deferring the Deferred Developer Fee, Agency approving the preliminary title reports concerning the Property, payment of all taxes now due and payable on the Property, issuance of an ALTA Lender's policy insuring the Agency Loan satisfactory to Agency's Executive Director, satisfaction of all conditions precedent to Agency's obligation to make the Agency Loan, and satisfaction of those conditions set forth in Section 1.15 of this Agreement. Section 1.5 - Declaration of Covenants and Restrictions. The obligation of Agency to make and fund the Agency Loan hereunder is subject to the execution and recordation of the Declaration in the form set forth in Exhibit "D" attached hereto. The Declaration shall contain the housing payment and income level restrictions for the forty-one (41) Affordable Units for a period of 9 E:\CLIENTS\Chula Vista\Los Vecinos\Final\CoIl:struction & Permanent Loan.doc 2-17 fifty-five (55) years. Rents will provide affordable housing to households earning between thirty percent (30%) and sixty percent (60%) of area median income as referenced in the Declaration. The monthly rental rate shall be as set forth in the Declaration. The rents may be subject to modification annually as set forth in the Declaration. Except as otherwise provided in this Agreement, the Declaration shall be recorded in a position superior and prior to all encumbrances on the Property. Section 1.6 - No Partnership or Joint Venture. The relationship between Agency and Borrower created by this Agreement shall not be one of partnership or joint venture, but rather shall be one of secured lender and borrower. Section 1.7 - Insurance. Borrower, at its sole cost and expense, shall purchase and maintain public liability, auto liability and property damage insurance with limits of not less than a project specific $2,000,000.00 per occurrence, combined single limit and $4,000,000 in the aggregate for injury to or death of one or more persons and/or property damage arising out of a single accident or occurrence, insuring against any and all liability of Agency, the City of Chula Vista, and their employees, Borrower, its contractors, employees, agents, subcontractors and its authorized representatives, arising out of or in connection with Borrower's activities at the Property. All public liability insurance and property damage insurance shall insure the performance of Borrower of the indemnity provisions set forth in this Agreement. Further, in all such insurance required to be purchased and maintained by Borrower, Agency shall be named as an additional insured, Borrowers coverage to be primary; Liability Additional Insured Endorsement must not exclude Completed Operations and policy to provide ten year extended reporting period, and the policy shall contain cross-liability endorsements. Borrower further agrees to purchase and maintain in full force and affect such policies of worker's compensation insurance as may be required to cover all employees of Borrower during the term of this Agreement, in a form and amount acceptable to Agency. Further, Borrower shall maintain policies of insurance as referenced in Exhibit "E" to this Agreement throughout the term of the Agency Loan and for the duration of the Covenants, Conditions and Restrictions. Certificates of insurance acceptable to Agency shall be filed with Agency prior to funding of the Agency Loan. These insurance requirements may be waived, in writing, in advance, by the Executive Director of the Agency on a case by case basis. The insurance requirements contained in this section shall not be construed to limit the Borrower's obligations under this Agreement, including without limitation any indemnities. Section 1.8 - Assignabilitv. (a) Borrower may not assign any interest in this Agreement and shall not transfer any interest in the same (whether by assignment or novation) without the prior written approval of Agency, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignment without the prior written consent of Agency shall be voidable, at the election of Agency. Further, Borrower shall not change general partners nor admit new general partners without the express written consent of Agency, which consent shall not be unreasonably withheld, conditioned or delayed. Agency shall have full right and authority to assign all or a part of its rights and delegate all or a part of its duties under this agreement. 10 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-18 (b) Except to the extent that changes are permitted by Section 1.8(a) above, Borrower shall not amend or modify in any material respect or, restate, revoke or rescind its certificate of limited partnership or its partnership agreement without the prior written consent of Agency, which consent shall not be unreasonably withheld, conditioned or delayed. Section 1.9 - Subcontracting. The construction contract(s) entered into by Borrower with the general contractor for the construction of the Improvements shall be subject to the prior written approval of Agency. Borrower shall be fully responsible to Agency for the acts and omissions of its subcontractors, and of persons either directly or indirectly employed by Borrower. Section 1.10 - Borrower Liabilitv. Borrower shall be responsible for all injuries to persons, including dismemberment or death, and/or all damages to real or personal property of Agency, its officers, employees, agents, or others, including unrelated third parties, arising out of or related to the design, engineering, operation or construction of the Improvements, and/or any breach of this Agreement, caused by or resulting from any action or omission of the Borrower, its employees and/or its agents during the term of this Agreement. Borrower shall defend, hold harmless and indemnify Agency, the City of Chula Vista, and all officers and employees of each public agency in accordance with Section 1.12, below. Section 1.11 - Ownership of Materials and Documents. Any and all sketches, drawings, tracings, field survey notes, computations, plans, details and other materials and documents prepared by or on behalf of Borrower pertaining to the Property shall be the property of Agency upon default by Borrower (to the extent of Borrower's rights in such documents), and the expiration of all applicable cure period(s), and Borrower shall deliver such materials and documents to Agency whenever requested to do so by Agency. Notwithstanding the foregoing, the Agency's rights to the materials delineated in the immediately preceding sentence shall be subordinate to the rights of the lenders for the Permanent Loan or the Construction Loan with respect to the same. Subject to the rights of third parties that prepared such documents, Agency shall have the right to have duplicate copies of such materials and documents for their file, at the cost and expense of Agency, upon written request even if Borrower is not in default under the terms of this Agreement. Additionally, Borrower agrees to and shall execute an assignment in favor of the Agency of all of Borrower's rights in and to any plan, studies, and analyses, which were funded with the Agency Predevelopment Loan, which assignment shall be subordinate to the rights of the lenders for the Permanent Loan or the Construction loan with respect to the same. Section 1.12 - Indemnification. (a) With respect to any liability, including but not limited to claims asserted, demands, causes of action, costs, expenses, losses, attorney fees, injuries, or payments for injury to any person or property, including injury to Borrower's employees, agents, or officer, caused or claimed to be caused by the acts or omissions of the Borrower, or the Borrower's employees, agents, and officers, arising out of, arising from, or related to the Agency Loan; the design, engineering, or construction of the Improvements; Borrower's ownership or operation of the Property and the Improvements; or any other work or obligations performed involving this II E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-19 Agreement, the Borrower agrees to defend, indemnifY, protect, and hold hannless the Agency, the City, their respective agents, officers, and employees from and against all liability, losses, damages, costs or claims, including, but not limited to, claims for injury or death to any person occurring on the Property and contracts executed by Borrower and any losses from the Property, including losses from negative cash flows. Also covered is liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees that may be in combination with the active or passive negligent acts or omissions of the Borrower, its employees, agents or officers, or any third party. The Borrower's duty to defend, indemnifY, protect and hold hannless shall not include any claims or liabilities arising from the sole negligence or sole willful misconduct of the City, its agents, officers or employees. This indemnity provision shall survive the repayment of the Agency Loan and the term of this Agreement. (b) Borrower further agrees to defend, indemnifY, and hold harmless, the Agency, the City, their respective agents, officers and employees from and against any and all costs, damages, claims, and liabilities, including reasonable attorney fees, foreseeable or unforeseeable, directly or indirectly, arising from or related to Hazardous Materials located, used, released, or otherwise present or alleged to be present, used, or released on the Property, or any violation or alleged violation of Environmental Laws. This indemnity provision shall extend beyond the term of this Agreement and obligations hereunder shall remain recourse even after completion of the construction, timely filing of certificates of occupancy, and the termination of this Agreement. Neither Agency, nor the City of Chula Vista has any obligation or liability whatsoever regarding toxic contamination or Hazardous Materials on the Property. (c) The Borrower agrees to pay any and all costs the Agency or City incurs to enforce the indemnity and defense provisions set forth in Section 1.12. Section 1.13 - Termination. This Agreement and the relationship created herein shall terminate upon full satisfaction of all of Borrower's obligations, and those of Borrower's successors, if approved by Agency, under this Agreement. The obligations of Borrower include, but are not limited to, those obligations arising under the Declaration; the provisions of which shall survive repayment of the Agency Loan. Section 1.14 - Defective Work. (a) Correction. Removal. or Replacement. If during the term of this Agreement, or any duration as may be required by law or regulation, the Improvements are discovered to contain Defective Work, the Borrower shall promptly and in accordance with the Agency's or City's written instructions and within the reasonable time limits stated therein, either correct the Defective Work, or if identified during construction, remove it from the site and replace it with non-defective and conforming work. (b) Agency's/City's Right to Correct. If circumstances warrant, including but not limited to an emergency or Borrower's failure to adhere to section 1.14(a), Agency and/or City may correct, remove, or replace the Defective Work. In such circumstances, Borrower shall not 12 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Pennanent Loan.doc 2-20 recover costs associated with the Defective Work and shall reimburse the Agency and/or City for all their costs, whether direct or indirect, associated with the correction or removal and replacement. (c) No Limitation on other Remedies. Exercise of the remedies for defects pursuant to this Section shall not limit the remedies the Agency and/or City may pursue under this Agreement or law. Section 1.15 - Default bv Borrower. (a) In the event of a material default by Borrower in the performance of any of the terms, covenants and conditions contained in this Agreement, the Agency Note, the Deed of Trust, the Declaration, or the Security Agreement, Agency shall give Borrower notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, Borrower shall have such period to effect a cure prior to exercise of remedies by Agency under this Agreement, the Declaration and the Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days and Borrower, in Agency's sole and absolute discretion, (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time (but not to exceed ninety (90) days) as is reasonably necessary to cure the default prior to exercise of any remedies by Agency. If such default is not timely cured or in the event of any default under any prior or junior note secured by an encumbrance on the Property or any portion of it, or any note or deed of trust given in conjunction herewith, or in the event of the filing of a bankruptcy proceeding by or against Borrower, all sums disbursed or advanced by Agency shall at the option of Agency immediately become due and payable and Agency shall have no obligation to disburse any further funds from said account, or otherwise, and Agency shall be released from any and all obligations to Borrower under the terms of this Agreement. These remedies shall be in addition to any and all other rights and remedies available to Agency, either at law or in equity. (b) If a non-monetary event of default occurs under the terms of this Agreement, the Agency Note, the Deed of Trust, the Declaration or the Security Agreement, prior to exercising any remedies hereunder or thereunder, Agency shall give Borrower notice of such default. If the default is reasonably capable of being cured within thirty (30) calendar days after such notice is received or deemed received, Borrower shall have such period to effect a cure prior to exercise of remedies by Agency under this Agreement, the Declaration and the Deed of Trust. If the default is such that it is not reasonably capable of being cured within thirty (30) days and Borrower, in Agency's sole and absolute discretion, (i) initiates corrective action within said period, and (ii) diligently and in good faith works to effect a cure as soon as possible, then Borrower shall have such additional time (but not to exceed ninety (90) days) as is reasonably necessary to cure the default prior to exercise of any remedies by Agency. If such default is not timely cured, then the Agency may proceed with all or any of its rights and remedies available at law or in equity or as set forth herein, in the Declaration and/or the Deed of Trust. 13 E:\CLIENTS\Chula Vista\Los Vecmos\Final\Construction & Permanent Loan.doc 2-21 (c) In the event of any monetary default by Borrower under the terms of this Agreement, the Agency Note, the Deed of Trust, the Declaration or the Security Agreement, Agency shall give Borrower a ten (10) day written notice of default, during which Borrower shall have the ability to cure the monetary default. If the default is not timely cured, Agency may proceed with all rights and remedies under the terms of the Agency Loan or at law. (d) The default or defective performance by Borrower under the terms of this Agreement shall not relieve Borrower from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to Agency. Section 1.16 - Conditions to Agencv Obligations. The obligation of Agency to make and fund the Agency Loan is subject to the following conditions: (a) This Agreement, the Agency Note, Deed of Trust, the Declaration, and this Agreement, fully executed by Borrower, shall have been delivered to Agency and/or its designee along with all other fully executed security documents and instruments provided for herein and/or as required by Agency. Borrower has provided and delivered to Agency at Borrower's sole expense a standard Form ALTA, Lender's Policy of Title Insurance, insuring Agency's security interest in the Property under the Deed of Trust and in an amount equal to the loan amount set forth in Section l.l(a), above; (b) Legal counsel representing Borrower shall have delivered to Agency a legal opinion satisfactory in all respects to Agency's Executive Director in his/her sole discretion, opining that this Agreement, the Agency Note, the Declaration, the Deed of Trust and the Security Agreement represent obligations which are valid, binding upon and enforceable against Borrower (subject to (i) bankruptcy, insolvency or other laws affecting creditors' rights generally, (ii) application of principles of equity generally, and (iii) laws of the State of California governing obligations secured by a deed of trust or mortgage); (c) Borrower's certification at the close of escrow that: (i) the Agency Loan is wholly for the benefit of Borrower, (ii) Borrower is responsible for all obligations created by the Agency Loan including, without limitation, the repayment of all principal and interest now due and payable or which may become due and payable on the terms and conditions of this Agreement, the Agency Note, the Deed of Trust, and any other security documents and instruments provided for herein; (d) Borrower's certification at the close of escrow that Borrower shall use the Agency Loan funds solely for and in connection with the construction and permanent financing of the Property and Improvements; (e) Borrower shall have strictly complied with, and performed, all terms and conditions of the documents executed by Borrower in connection with the Agency Loan; 14 E:\CLIENTS\Chula Vista\Los Vecmos\Final\Construction & Permanent Loan.doc 2-22 (f) Borrower shall have obtained final funding commitments for the funding of the funds referenced in the Recitals, necessary to complete the Improvements, to the satisfaction of the Agency; (g) Agency's approval ofloan documentation for the Agency Loan; (h) Agency's approval of Borrower's partnership agreement; (i) Agency's approval of an ALTA survey of the Property; (j) Borrower has paid or caused to be funded an amount into escrow, which is sufficient to pay for all costs associated with such escrow, including without limitation title fees, escrow fees and closing costs; (k) Agency's approval of all fmancing documents, including without limitation the Construction Loan and Permanent Loan documents; (m) A construction contract for a stipulated sum for the work at the Property, acceptable to the Agency's Executive Director, shall have been executed by the Borrower and the general contractor who has been selected to do the work; (n) To the best of Borrower's knowledge, there are no actions, suits, material claims, legal proceedings, or any other proceedings affecting the Borrower or any parties affiliated with the Borrower, at law or in equity before any court, tribunal, government agency, domestic or foreign, which, if adversely determined, would materially impair the right or ability of Borrower to execute or perform its obligations under this Agreement or any documents required hereby to be executed by Borrower, or which would materially adversely affect the financial condition of the Borrower or any parties affiliated with the Borrower. (0) To the best of Borrower's knowledge, Borrower's execution, delivery, and performance of its obligations under this Agreement will not constitute a default or breach or any contract, agreement, or order to which Borrower or any parties affiliated with Borrower is a party or by which it is bound. (P) No attachment, execution proceedings, assignments for the benefit of creditors, insolvency, bankruptcy, reorganization, receivership or other proceedings have been filed or are pending or threatened against the Borrower or any parties affiliated with Borrower, nor are any of such proceedings contemplated by Borrower or any parties affiliated with Borrower. (q) Borrower shall, upon leaming of any fact or condition, which would cause any warranties or representations herein not to be true in any material respect, immediately give written notice of such fact or condition to Agency; and (r) Such other conditions as Agency shall reasonably request. 15 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-23 Section 1.17 - Borrower's Representations and Warranties. Borrower represents and warrants that: (a) Borrower is a validly and lawfully formed limited partnership, and is in good standing under California law and will remain such for the term of this Agreement; (b) Execution of this Agreement, the Deed of Trust, the Declaration and all other documents executed in conjunction herewith have been duly authorized by Borrower's general partners, and such execution shall not result with the passage of time or the giving of notice or both in breach of or in acceleration of performance under any contract or document to which Borrower may be a party; (c) All required approvals have been obtained in connection with Borrower's execution of this Agreement, and all related agreements and documents to the effect that no breach of or acceleration of performance under any agreement or document to which Borrower is a party will result in such execution and all individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Agency that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing; (d) Funds advanced by Agency pursuant to the Agency Loan are advanced wholly or in part for the benefit of Borrower; (e) The principal and interest due and payable under the Agency Loan are subject to the terms and conditions of this Agreement, any other security documents or instruments provided for herein; (f) Borrower agrees to use said funds solely for the construction and permanent financing of the Property and Improvements as set forth in the Recitals; (g) Borrower shall comply with the terms of the Declaration at all times during the 55-year term of the Declaration; and (h) The defective performance by Borrower under the terms of this Agreement shall not relieve Borrower from any obligation to correct any incomplete, inaccurate, or defective work at no further cost to Agency, when such inaccuracies, defects and incompletions are due to the fault of Borrower, including its subcontractors, agents, partners, joint venturers and employees. Section 1.18 Affordabilitv Provision. (a) Execution of Covenants, Conditions and Restrictions. Borrower agrees to execute the Declaration and to cause it to be recorded, assuring compliance with the affordability 16 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-24 provisions of this Agreement. Borrower agrees to obtain any and all subordination agreements, if any, necessary to insure that the Declaration is an encumbrance on the Property prior to all other encumbrances, liens and taxes. Such subordinations shall be on terms and conditions acceptable to the Executive Director of the Agency in his/her sole discretion. The Declaration shall be binding and enforceable against all heirs, successors and assigns of Borrower. (b) Term of Affordabilitv. Borrower agrees that the Property shall remain affordable and subject to the Declaration for not less than fifty-five (55) years from the effective date as referenced in the Declaration. (c) Cross-Default With the Declaration. Borrower and its successors in interest to the Property shall strictly comply with all of the terms and conditions of the Declaration. Any default under the Declaration shall be a default under this Agreement, the Agency Note and the Deed of Trust. . (d) No Conversion to Condominiums. Borrower agrees that Borrower shall not, and shall not allow any other person to, during the term of the Declaration, cause all or any portion of the Property to be converted to condominiums or to otherwise allow a condominium map or condominium plan to be recorded or filed against all or any portion of the Property. Borrower further agrees that the conversion of all or any portion of the Property to condominiums and/or the recordation or filing of a condominium map or condominium plan against all or any portion of the Property during the term of the Declaration, shall be a breach of this Agreement, the Agency Loan, the Declaration, the Agency Note and the Deed of Trust, entitling the Agency to immediately exercise any and all of its rights and remedies under this Agreement, the Agency Loan, the Declaration, the Agency Note and the Deed of Trust, including without limitation acceleration of the Agency Note and foreclosure under the Deed of Trust. Section 1.19 - Agencv Aooroval of Prooerty Manager. At all times during the term of the Declaration, if the Agency serves a thirty (30) day written notice of deficiencies in the property management for the Property, or default under the Declaration or any document executed in conjunction herewith, which deficiencies or default have not been rectified by Borrower, within the thirty (30) day period (unless such deficiency or default is not capable of being cured within such thirty (30) day period, then such amount of time as Agency determines is needed, not to exceed ninety (90) days, provided Borrower commences cure within thirty (30) day period and continues to diligently pursue cure), then, Agency shall have the right, but not the duty, in its sole discretion and upon such thirty (30) days written notice: (i) to require the retention of a professional property management firm to manage the Property; (ii) to approve, in advance and in writing, the retention of any such property management firm, including the terms of the contract governing such retention; and (iii) to require Borrower to terminate any such property management firm, provided that such termination shall comply with the termination provisions of the management contract in question. Borrower shall cooperate with Agency to effectuate Agency's rights. Section 1.20 - llil!!:y. If a court of competent jurisdiction determines, by way of final unappealable order or judgment, that the interest rate charged under the Agency Note is usurious, 17 E:\CLIENTS\Chula VistaILos Vecinos\Final\Construction & Pennanent Loan.doc 2-25 then such rate shall automatically and retroactively be reduced to the maximum rate allowed under applicable law. Section 1.21 - Remedies. (a) Contract Governed bv Laws of the State of California. This Agreement, its performance, and all suits and special proceedings under this Agreement, shall be constituted in accordance with the laws of the State of California and Federal law, to the extent applicable. In any action, special proceeding, or other proceeding that may be brought arising out of, under or because of this Agreement, the laws of the State of California and the United States, to the extent applicable, shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which the action or special proceeding may be instituted. (b) Standing, Equitable Remedies: Cumulative Remedies. Borrower expressly agrees and declares that Agency or any successor or public agency shall be the proper party and shall have standing to initiate and pursue any and all actions or proceedings, at law or in equity, including but not limited to foreclosure under any security instrument securing performance hereunder, to enforce the provisions hereof and/or to recover damages for any default hereunder, notwithstanding the fact that such damages or the detriment arising from such a default may have actually been suffered by some other person or by the public at large. Further, Borrower expressly agrees that receivership, injunctive relief and specific performance are proper pre-trial and/or post-trial remedies hereunder, and that, upon any default, a receiver may be appointed by the court to take control of the Property and to assure compliance with this Agreement. Nothing in this subparagraph, and no recovery to Agency, shall restrict or limit the rights or remedies of persons or entities other than Agency, including but not limited to the City of Chula Vista, against Borrower in connection with the same or related acts by Borrower. The remedies set forth in this Section are cumulative and not mutually exclusive, except the extent that their award is specifically determined to be duplicative by final order of a court of competent jurisdiction. (c) Remedies at Law for Breach of Operating Restrictions. In the event of any material default under the Declaration and/or Section 1.16 and 1.17 hereof regarding restrictions on the operation and the transfer of the Property, Agency shall be entitled to, in addition to any and all other remedies available at law or in equity: (i) declare the Agency Loan to be all due and payable immediately and in full; and (ii) recover compensatory damages. If the default in question involves the violation of Section 1.17, above, including without limitation a default under the Declaration, the amount of such compensatory damages shall be the product of multiplying (A) the number of months that the default in question has continued until the time of trial by (B) the result of subtracting the rents properly chargeable hereunder for the Affordable Unites) in question from the amount actually charged. Borrower and Agency agree that it would be extremely difficult or impracticable to ascertain the precise amount of actual damages accruing to Agency as a result of such a default and that the foregoing formula is a fair and reasonable method of approximating such damages. Agency shall be entitled to seek and to recover damages in separate actions for successive, separate breaches which may occur. Further, interest shall accrue on the amount of such damages from the date of the breach in question at the 18 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-26 rate of ten percent (10%) per annum or the maximum rate than allowed by law, whichever is less. Nothing in this section shall preclude the award of exemplary damages as allowed by law. (d) Expert Witness. Attornevs' Fees. and Costs. The parties agree that the prevailing party in litigation for the breach and/or interpretation and/or enforcement of the terms of this Agreement shall be entitled to their expert witness fees, if any, as part of their costs of suit, and attorneys' fees as may be awarded by the court, pursuant to California Code of Civil Procedure ("CCP") Section 1033.5 and any other applicable provisions of California law, including, without limitation, the provisions of CCP Section 998. Section 1.22 - Management Fee. The amount of management fees paid by Borrower with respect to the Project shall be subject to the annual approval of Agency. The Agency hereby approves the fees set forth in that certain management contract between Borrower and , dated June _' 2007" Section 1.23 - Operating and Replacement Reserves. Borrower shall, during the time of the term of the Declaration, maintain operating and replacement reserves approved by Agency. Failure to maintain such reserves shall constitute a material default under the terms of this Agreement. Borrower shall maintain an operating reserve in accordance with the provisions of Borrower's partnership agreement, failure to do so shall be a material breach of this Agreement. Annually, beginning with the first year after the timely completion of the Improvements and each year thereafter, not less than Twelve Thousand Six Hundred Ninety-Six and No/100 Dollars ($12,696.00) set aside as a reserve for replacements (1I1th of the foregoing amount may be set aside by Borrower each month). This replacement reserve amount is subject to revision upward as determined by the Executive Director of the Agency, annually, based upon an increase in the consumer price index for the San Diego Metropolitan Area. The reserves shall be maintained in a separate account in anticipation of and as a contingency against unbudgeted and/or unforeseen expenses in the operation and maintenance of the Property and Improvements. No disbursements from the operating reserve or replacement account( s) shall be made without the express written consent of the Executive Director of the Agency, or designee, which consent shall not be unreasonably withheld or delayed. Borrower shall account to Agency for any monies expended from the operating reserves and/or replacement account(s), in such form as approved by Agency. Section 1.24 - Comoletion of Construction. All construction of the Improvements, as approved by Agency, shall be completed by Borrower to the satisfaction of Agency and Placed in Service" as that term is used in the Internal Revenue Code, on or before December 31, 2009. Time is of the essence in the completion of the Improvements; failure to comply with these requirements shall constitute a material default under the terms of this Agreement. Completion of the Improvements shall occur upon the filing or the issuance by the building official of the City of Chula Vista of a temporary Certificate of Occupancy for all units at the Property. Section 1.25 - Failure to Receive Tax Credits. The failure of Borrower to obtain a commitment for at least Nine Million Four Hundred Thirty-Six Thousand Three Hundred Two and No/100 Dollars ($9,436,302.00) of nine percent (9%) tax credits, on or before closing, shall constitute a 19 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-27 material default under the terms of the Agreement. The failure of the tax credit partner to fund any of the tax credit equity installments, in accordance with the terms of the Borrower's Partnership Agreement shall constitute a material default under the terms of this Agreement, unless an equivalent amount is contributed as capital to Borrower by Wakeland Los Vecinos, LLC, a California limited liability company within thirty (30) days of the tax credit partner's failure to fund such tax equity installment. In no event shall any amount contributed to Borrower by Wakeland Los Vecinos, LLC, or any other person be structured as debt without the prior written consent of the Agency, which consent may be withheld in the Agency's sole discretion. Section 1.26 - Removal of Managing General Partner bv the Agencv. At all times that any portion of the Agency Loan remains unpaid and outstanding and/or the Declaration is in force and effect, and the Agency has served a ninety (90) day written notice of default under this Agreement, the Declaration, and/or any other document executed by Borrower with respect to the Agency Loan or the Project, , which default has not been rectified by Borrower, within the ninety (90) day period (unless such default is not capable of being cured within such ninety (90) day period, then such amount of time as Agency determines is needed, not to exceed ninety (90) additional days, provided Borrower commences cure within the original ninety (90) day period and continues to diligently pursue cure), then, Agency shall have the right, but not the duty, in Agency's sole discretion and upon such ninety (90) days written notice (i) to require the removal of the Managing General Partner of Borrower and the termination of the Managing General Partner's interest in the Borrower; and (ii) to require that Borrower admit a replacement Managing General Partner, acceptable to the Agency in its sole discretion. Borrower shall cooperate with Agency to effectuate Agency's rights. Section 1.27 - Funding Mechanism. (a) Reduction in Total Disbursement Amount. The total Agency Loan amount is Five Million Six Hundred Eighty Thousand and No/IOO Dollars ($5,680,000.00). As a Predevelopment Loan of Two Hundred Thousand Dollars ($200,000.00) was made to the Borrower prior to the execution of this Agreement, and the Borrower would like to be released from the obligations of the Predevelopment Loan Agreement and have the Predevelopment Loan Agreement deemed satisfied, any disbursement of monies under this Agency Loan Agreement shall be reduced by the amount of principal, interest, expenses, and fees related to Predevelopment Loan ("Predevelopment Loan Repayment Amount"). The Predevelopment Loan Repayment Amount shall be included as part of the Principal of the Agency Loan and be subject to the terms and conditions of this Agreement. The Five Million Six Hundred Eighty Thousand and NollOO Dollars ($5,680,000.00) Agency Loan includes the Two Hundred Thousand Dollars ($200,000.00) Predevelopment Loan Repayment Amount. Therefore, the remaining Five Million Four Hundred Eighty Thousand and No/IOO Dollars ($5,480,000.00) of the Agency Loan shall be disbursed as set forth in this Section 1.27. (b) Disbursement at Closing. At closing, the Agency shall deposit $4,932,000.00 with Wells Fargo Bank, National Association ("Wells Fargo"), which amount Wells Fargo shall hold and disburse in accordance with the Construction Loan documents approved by Agency. 20 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-28 (c) Submission of Draw Reauests. During construction, Borrower shall submit to Wells Fargo written draw requests supported by such back up documentation as Wells Fargo and/or the Construction Loan documents require and Borrower shall provide a copy of the same to the Agency. (d) Approval of Draw Reauests. Wells Fargo shall inspect the work to determine its completion and shall thereafter approve, approve in part, or disapprove such draw request in accordance with the written requirements of the Construction Loan documents. Wells Fargo and/or Borrower shall provide copies of any and all construction inspector's reports and copies of all wire transfer confirmations with respect to Construction Loan and/or Agency Loan disbursements. (e) Limit on Effect of Approval. Review and/or approval of any work by the Wells Fargo, disbursement or monies pursuant to a draw request, or any Agency review and/or approval of the Construction Loan documents and/or work shall be understood to be general review and/or approval only, and shall not relieve Borrower of the responsibility to design, engineer, and construct the Improvements in accordance with all applicable laws, codes, regulations, and good design, construction, and engineering practice. Any deficiencies or defects shall be corrected at Borrower's cost and expense and without any cost to the City or Agency. (f) Disbursements Conditioned on Lien Releases. Disbursements of approved draws by Wells Fargo shall be conditioned upon Wells Fargo's receipt of evidence of Borrower's use of a lien release and as required by the Construction Loan documents for payments or disbursements. (g) Final 10%. Ten percent (10%) of the Agency Loan, $548,000.00, shall be withheld and shall not be funded, regardless of expenditures and draw requests, unless and until a certificate of occupancy for all forty-two (42) dwelling units to be constructed at the Property has been issued. ARTICLE II Snecific Loan Provisions Section 2.1 - Conditions to Agencv Obligations and Borrower Representations and Warranties. (a) Interest of Current or Former Members. Officers or Emolovees. Borrower represents and warrants that no member, officer, or employee of Borrower, no member of the governing body of the locality in which Agency was activated, and no other public official of such locality or localities who exercises any functions or responsibilities with respect to this Agreement, shall, during his or her tenure, or for one year thereafter, have any interest direct or indirect, in this Agreement or the proceeds thereof. Any violation of this section may, at the option of Agency, result in unilateral and immediate termination of this Agreement by Agency. 21 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-29 (b) Unsecured Environmental Indemnitv. Borrower shall enter into an Unsecured Environmental Indemnity Agreement, as approved by Agency, in favor of Agency and shall name Agency and the CitY of Chula Vista as named additional insureds on its insurance policies. Said policies shall be acceptable to the Executive Director of Agency and shall insure against any and all losses which may occur as a result of problems, claims, work, and the like associated with the construction of the Improvements. (c) Title Policv. Borrower, shall, at its sole cost and expense, obtain an ALTA lender's policy naming Agency as a named insured, and insuring that Agency's interest is subject to no superior liens, encumbrances, special assessments or taxes, except for the Construction and Permanent Deed of Trust with Absolute Assignment of Leases and Rents, Security Agreement and Fixture Filing made by Borrower in favor of Wells Fargo with respect to the Construction Loan and Permanent Loan or as otherwise approved by Agency. (d) Construction Loan and Contract. Agency shall be entitled to review, inspect and. approve, without liability, the construction contract and all of the. construction being performed pursuant to the terms of the construction contract and the construction loan, if any. All construction shall be performed in accordance with the plans and specifications approved by the Agency in accordance with Section 2.3 of this Agreement, without liability to Agency for review and observation of the construction. Agency approval shall be understood to be general approval only, and shall not relieve Borrower or contractor of the responsibility to design, engineer, and construct the Improvements in accordance with all applicable laws, codes, regulations, and good design, construction, and engineering practice. Any deficiencies in construction shall be corrected by the Contractor, and/or Borrower, upon written notice from Agency to Borrower, prior to any additional funding of this Loan, at Borrower's expense and at no cost to the Agency or City. (e) Housing Oualitv Standards. Borrower represents and warrants that Affordable Units shall be maintained, at all times during the term of the Agreement, in complete compliance with all housing quality standards contained within 24 CFR 992.251, regardless of whether such section would apply to the Property. Further, Borrower warrants that all construction shall meet or exceed the applicable local codes and construction standards, including zoning and building codes of the City of Chula Vista as well as the provisions of the Model Energy Code published by the Council of American Building Officials. Borrower hereby consents to periodic inspection by Agency's designated inspectors and/or designees during regular business hours, including the Code Enforcement Agents of the City of Chula Vista, to assure compliance with said zoning, building codes, regulations, and housing quality standards. (f) Approval of Agencv Disclosure Statement. This Agreement is subject to approval by Agency's Executive Director of the executed disclosure statements of Borrower. Agency's Executive Director may, in his/her sole discretion, disapprove of said disclosure statement on or before recordation of the Deed of Trust. In the event of such disapproval, this Agreement shall be terminated and of no further force and effect. 22 E:\CLIENTS\Chula Vista\Los Vecmos\Final\Construction & Permanent Loan.doc 2-30 (g) Records and Renorts. Each year during the term of the Declaration, Borrower shall supply Agency with: (i) a certified rent roll on January 15 for all tenants occupying the Affordable Units as of the immediately preceding December 31; and (ii) a certified rent roll on July 15 for all tenants occupying the Affordable Units as of the immediately preceding June 30. Borrower shall supply Agency, annually (after completion of the Project) not later than April 1, for the immediately preceding calendar year, with such records and reports as are required and are requested by Agency. The records and reports include, but are not limited to the following: (1) Amount of funds expended pursuant to this Agreement; (2) Eligible Tenant information, including yearly income verifications; (3) Housing payments charged to resident tenants, to the extent applicable; (4) On-site inspection results; (5) Affumative marketing records; (6) Insurance policies and notices; (7) Equal Employment Opportunity and Fair Housing records; (8) Labor costs and records; (9) An audited income and expense statement and balance sheets for Borrower; (10) An audited mcome and expense statement and balance sheets for the Property ; (11) A Management Plan for the calendar year in which the report is prepared showing anticipated rental income, other income, expenses, anticipated repairs and replacements to the Improvements, timing of such repairs and replacements, insurance maintained with respect to the Property, and such other matters as Agency shall require, in its sole discretion; (12) Federal and State income tax returns for the calendar year, ending on the preceding December 31 st; (13) Annual analysis of reserves for repair and replacement; (14) Annual certification and representation regarding status of all loans, encumbrances and taxes; 23 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-31 (15) Annual statement regarding condition of the Property and disclosing any known defects; (16) Such other and further information and records as Agency shall request in writing from Borrower. Time is of the essence in supplying each and every report required to be supplied to Agency. The parties agree that a fee of $25.00 per day shall be paid by Borrower to Agency for each day that each report is delinquent. The parties agree that multiple fees may be charged at anyone time, depending upon the number ofreport(s) and/or information that is delinquent. The parties agree that a fee of $25.00 per day, per report and/or information is a reasonable estimation of the damages that will accrue to Agency as a result of the failure of Borrower to timely submit the required information and/or reports and that said fees shall be treated as liquidated damages by the parties, in anticipation of the damages that will be incurred by Agency as a result of a breach by Borrower. The parties further agree that it would be difficult, if not impossible, to determine the exact actual amount of damages suffered by Agency in the event of a breach by Borrower in the reporting requirements of this Agreement, including, but not limited to, Section 2.1 (I) and Section I.I7( d). Notwithstanding the foregoing or anything to the contrary contained herein, Agency shall give Borrower prior written notice of any report and/or information that Borrower has failed to provide Agency pursuant to this Section 2.I(i) and Borrower shall have ten (10) days to provide such report and/or information to Agency prior to the assessment of any liquidated damages. (h) Monitoring of Activities. Borrower agrees to allow Agency reasonable access to review and inspect Borrower's activities under this Agreement as Agency shall require to perform its monitoring duties. Agency shall monitor Borrower's activities without liability for said inspection and review. (i) Nondiscrimination Covenants. Borrower covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability of any person in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Borrower or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (I) of subdivision (P) of Section 12955, and Section 12955.2 of the Government Code, with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) Deeds. In deeds "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no 24 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-32 discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (2) Leases. In leases "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." (3) Contracts. In contracts for the rental, lease or sale of the Property or any dwelling unit "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." (j) Effect of Violation of the Terms and Provisions of this Agreement After Completion of Construction. Agency is deemed the beneficiary of the terms and provisions of this Agreement and of the covenants running with the land, for and in its own right and for the purposes of protecting the interests of the community and other parties, public or private, in whose favor and for whose benefit this Agreement and the covenants running with the land have been provided, without regard to whether Agency has been, remains or is an owner of any land or interest therein in the Property or in the Project. Agency shall have the right, if this Agreement or its covenants are breached, to exercise all rights and remedies, and to maintain any actions or suits at law or in equity or other proper proceedings to enforce the curing of such breaches to which it or any other beneficiaries of this Agreement and covenants may be entitled. (k) Eaual Opportunitv and Fair Housing Programs. During the term of this Agreement, Borrower agrees as follows: 25 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-33 (1) Borrower will not discriminate against any employee, person, or applicant for employment and/or housing because of race, age, sexual orientation, marital status, color, religion, sex, handicap, or national origin. Borrower will take affirmative action to ensure that applicants are employed and/or are housed, and that employees or applicants are treated during employment and/or housing, without regard to their race, age, sexual orientation, marital status, color, religion, sex, handicap, or national origin. Such action shall include, but is not limited to the following: employment, upgrading, demotion, or termination; rates of payor other forms of compensation; and selection for training, including apprenticeship. Borrower agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by Agency setting forth the provisions of this nondiscrimination clause. (2) Borrower will, in all solicitations or advertisements for employees and housing placed by on or behalf of Borrower, state that all qualified applicants will receive consideration for employment without regard to race, age, sexual orientation, marital status, color, religion, sex, handicap, or national origin. (3) Borrower will cause the foregoing provlSlons to be inserted in all subcontracts for any work covered by this Agreement so that such provisions will be binding upon each subcontractor, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies of raw materials. (4) Borrower hereby agrees to comply with the Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, and any other applicable Federal and State laws and regulations. Agencywill provide technical assistance and copies of the referenced programs upon request. 24 CFR Section 92.350. (5) All activities carried out by Borrower and/or agents of Borrower shall be in accordance with the requirements of the Federal Fair Housing Act. The Fair Housing Amendments Act of 1988 became effective on March 12, 1989. The Fair Housing Amendments Act of 1988 and Title VIII of the Civil Rights Act of 1968, taken together, constitute The Fair Housing Act. The Act provides protection against the following discriminatory housing practices if they are based on race, sex, religion, color, handicap, familial status, or national origin: denying or refusing to rent housing, denying or refusing to sell housing, treating differently applicants for housing, treating residents differently in connection with terms and conditions, advertising a discriminatory housing preference or limitation, providing false information about the availability of housing, harassing, coercing or intimidating people from enjoying or exercising their rights under the Act, blockbusting for profit, persuading owner to sell or rent housing by telling them that people of a particular race, religion, etc. are moving into the neighborhood, imposing different terms for loans for purchasing, constructing, improving, repairing, or maintaining a home, or loans secured by housing; denying use or participation in real estate services, e.g., brokers' organizations, multiple listing services, etc. The Fair Housing Act gives HUD the authority to hold administrative hearings unless one of the parties elects to have the case heard in U.S. District Court and to issue 26 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-34 subpoenas. Both civil and criminal penalties are provided. The Fair Housing Act also provides protection for people with disabilities, and proscribes those conditions under which senior citizen housing is exempt from the prohibitions based on familial status. The following State of California Laws also govern housing discrimination: Fair Employment and Housing Act, Unruh Civil Rights Act of 1959, Ralph Civil Rights Act of 1976, and Civil Code Section 54.1. (I) Flood Insurance. Borrower represents, warrants, and certifies, that no portion of the Property is located within a Flood Plain or Flood Hazard Zone or Area, as indicated on a FEMA Map; and that no part of the Property is located within a community participating in the National Flood Insurance Program. (m) Accessibility Standards. Borrower represents and warrants that Borrower will comply with all federal, state and local requirements and regulations concerning access to the units by the disabled and handicapped persons. Section 2.2 - Architectural and Design Review. Prior to obtaining building, land development, public and/or private improvement, subdivision and any other permits for construction and/or development of the Property and Improvements, or any part thereof, Borrower shall submit plans for the review and approval of Agency, which approval shall not be unreasonably withheld or delayed. In the event, of rejection or disapproval of the plans, Borrower shall cause the design to be altered to address the concerns of Agency and shall thereafter resubmit the plans for review and approval and the process detailed above begin anew. Agency approval shall be understood to be general approval only, and shall not relieve Borrower of the responsibility to design, engineer, and construct the Improvements in accordance with all applicable laws, codes, regulations, and good design, construction, and engineering practice. Any deficiencies or defects shall be corrected at Borrower's cost and expense and without any cost to the City or Agency. Section 2.3 - Commencement of Construction and Compliance with Plans and Specifications. (a) Completion Deadline. Borrower, following recordation of the Deed of Trust and the consummation of the loan, will promptly commence construction of said improvements and continue such construction diligently and without delay, in a good and workmanlike manner. Borrower will complete such improvements in accordance with the plans and specifications approved by Agency ("Plans and Specifications"), including any additional specifications prescribed by Agency, and in compliance with all requirements of govemmental authorities having or asserting jurisdiction. Said construction shall be completed on or before December 31, 2009, as referenced in Section 1.24 of this Agreement. (b) No Material Changes. Borrower shall not make any changes in the Plans and Specifications without Agency's prior written consent (which consent will not be unreasonably conditioned, delayed or withheld) if such change: (i) constitutes a material change in the building material or equipment specifications, or in the architectural or structural design, value or quality of the Project; or (ii) would adversely affect the structural integrity, quality of building materials, 27 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-35 or overall efficiency of operating systems of the Project. Without limiting the above, Agency agrees that Borrower may make minor changes in the Plans and Specifications without Agency's prior written consent, provided that such changes do not violate any of the conditions specified herein. Borrower shall at all times maintain, for inspection by Agency, a full set of working drawings of the Improvements. (c) Submission of Documents Related to Changes. Borrower shall submit any proposed change to the Plans and Specifications to the Agency at least ten (10) days prior to the commencement of construction relating to such proposed change whether or not such change is subject to Agency's consent. Requests for any change that requires consent shall be accompanied by working drawings and a written description of the proposed change, submitted on a change order form acceptable to Agency, signed by Borrower and, if required by Agency, also by the architect and the contractor. Section 2.4 - No Purchase Under Conditional Sales Agreements. Etc. Except for leased laundry equipment, no supplies, materials, equipment, fixtures, carpets, appliances, or any part of said improvements shall be purchased or installed under any conditional sales agreement, lease or under any other arrangement wherein the right is reserved or accrues to anyone to remove or to repossess any such items. It is expressly agreed that all such items shall be part of the Property . Section 2.5 - Security Agreement. Borrower hereby grants to Agency a security interest in all supplies, materials, fixtures, carpets, appliances, furniture or equipment now or hereafter located on said Property, together with all proceeds thereof, including insurance proceeds paid or payable as the result of any loss, injury or damage of the foregoing collateral, whether or not Agency is named beneficiary under any such insurance. Upon request, from time to time, Borrower will furnish Agency with an inventory of such collateral. Nothing contained in this Section 2.5 shall affect the provisions of Section 2.6. Section 2.6 - Stoppage of Work bv Agencv. Upon 24 hours notice, except in the event of an emergency when no such notice shall be required), Agency or its agents shall have the right to enter upon said real property and the Improvements during the period of construction. If in the opinion of the Agency, the work of construction is not in material conformance with the plans and specifications, the Agency shall have the right to order the replacement of any unsatisfactory work theretofore incorporated in said improvements, and to instruct fund control to withhold all disbursements from the accounts until it is satisfied with the work. If the work is not made satisfactory to Agency, in its sole discretion, within fifteen (15) calendar days from the date of stoppage by Agency, such shall constitute a default hereunder. If any unsatisfactory work is such that it is not reasonably capable of being cured within fifteen (I5) calendar days and Borrower, in Agency's sole discretion, (i) initiates corrective action within said period, and (ii) diligently and in good faith works to correct the unsatisfactory work as soon as possible, then Borrower shall have such additional time as Agency determines, in its sole discretion, is reasonably necessary to cure the unsatisfactory work prior to exercise of any remedies by Agency. 28 E:\CLlENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-36 Section 2.7 - Cessation of Work. Completion bv Agencv. Should the work of constructing the improvements cease, and continues for a period of thirty (30) consecutive days, or should said work for any reason whatsoever not progress continuously in a manner satisfactory to Agency, in its sole discretion, then Agency may, at its option and without notice, declare Borrower to be in default hereunder, and Agency may thereupon, should it so elect, take possession of said property and let contracts for the completion of said improvements and pay the cost thereof, plus a fee of fifteen percent (15%) for supervision of construction, disbursing all or any part of the loan for such purposes; and should the cost of completing said improvements plus such fee exceed the undisbursed balance of the loan, then the amount of such excess may be expended by Agency, in which event such amount shall be considered an additional loan to Borrower, and the repayment thereof, together with interest thereon at the rate provided in Agency Note, shall be secured by the Deed of Trust and shall be repaid within ten (10) days after the completion of said improvements, and Borrower agrees to pay the same; Borrower further authorizes Agency at its option at any time, upon a default by any contractor under any contract in connection with construction of the Improvements which is not cured within ten (10) days following notice to Borrower, either in its own name or in the name of Borrower, to do any act or thing necessary or expedient in the opinion of Agency to secure the performance of construction contracts and assure the completion of construction of the improvements substantially in accordance with the plans and specifications, disbursing all or any part of the loan funds for such purposes. In addition to the specific rights and remedies hereinabove mentioned, Agency shall have the right to avail itself of any other rights or remedies to which it may be entitled under any existing law or laws. Section 2.8 - Mechanic's Liens and Notices to Withhold. Borrower shall use its best efforts to prevent any lien or stop notice from being place on the Improvements or Property. If a claim of lien or stop work notice is given or recorded affecting the Property or Improvements, the Borrower shall within ten (10) calendar days of such recording or service: (i) pay and discharge same; (ii) effect a release thereof by recording and delivering to Agency a surety bond in sufficient form and amount; or (iii) provide Agency with indemnification from a title insurance company reasonably acceptable to Agency against such lien or other assurance which the Agency, in its sole discretion, deems to be satisfactory for the payment of such lien or stop notice and for the full and continuous protection of Agency from the effect of such lien or notice. In the event of the filing with Agency of a notice to withhold or the recording of a mechanic's lien pursuant to Division 3, Part 4, Title 15 of the Civil Code of the State of California, Agency may summarily refuse to honor any requests for payment pursuant to this Agreement. In the event Borrower fails to furnish Agency with a bond causing such notice or lien to be released (or alternatively issuance of a title policy or endorsement in the full amount of the Agency Loan, which title policy or endorsement excludes such lien as an exception to title) within thirty (30) days after the filing or recording thereof, such failure shall at the option of Agency constitute a default under the terms of this Agreement. Section 2.9 - Involvement of Agencv in Legal Proceedings. Agency shall have the right to commence, to appear in, or to defend any action or proceeding purporting to affect the rights or duties of the parties hereunder or the payment of any funds in connection with this Agency Loan and to payout of funds not yet disbursed, necessary expenses, employ and pay counsel, all of 29 E:\CLlENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent L03ll.doc 2-37 which the illldersigned, jointly and severally, agree to repay to Agency upon demand. Provided, however, such costs and expenses shall not be due and owing to Agency, if they are incurred as a result of the breach of the Agreement by Agency or its sole negligence or willful misconduct. Section 2.10 - Books and Records. Borrower shall require that the general contractor maintain complete and accurate books and records showing all of the income and disbursements made in connection with the work of improvements and such books and records shall be available for inspection and copy by Agency upon request and during regular business hours. Section 2.11 - Waiver and Amendment. No provision of this Agreement, or breach of any provision, can be waived except in writing. Waiver of any provision or breach shall not be deemed to be a waiver of any other provision, or of any subsequent breach of the same or other provision. Except as otherwise provided herein, this Agreement may be amended, modified or rescinded only in writing signed by Borrower and the Executive Director ofthe Agency. ARTICLE III Miscellaneous Provisions Section 3.1 - Governmental Requirements Superior. All provisions of this Agreement and all the other documents relating to the Agency Loan shall be subject and subordinate to any and all applicable federal, state and local statutes, regulations and ordinances and shall be subject to modification to comply therewith. Section 3.2 - Notices. Notices illlder this Agreement shall be deemed given upon actual personal delivery to the notified party or upon the expiration of five (5) business days from the insertion of the notice, properly addressed and certified mail, return-receipt requested, postage prepaid, in a U.S. mail depository within California, or upon the expiration often (10) business days from the insertion of the notice, properly addressed and via certified mail, return receipt requested, postage prepaid, in a U.S. mail depository outside of California. Notices shall be sent to the addresses for the Parties as set forth below or as changed by either Party from time to time by written notice to the other Party. Agency: Redevelopment Agency of the City of Chula Vista c/o City of Chula Vista Commilllity Development Department 276 Fourth Avenue Chula Vista, California, 91910 Copy to: Chula Vista City Attorney 276 Fourth Avenue Chula Vista, California 91910 30 E:\CLIENTS\Chula VistaILos Vecinos\Final\Construction & Permanent Loan.doc 2-38 Ifto Borrower, then to: Los Vecinos, L.P. c/o Wakeland Housing and Development Corporation 1230 Columbia Street, Suite 950 San Diego, CA 92101 Attention: Kenneth L. Sauder Copy to: SCDC, LLC c/o Red Capital Markets, Inc. Two Miranova Place, 12th Floor Columbus, Ohio 43215 Attn: Tax Credit Asset Management Section 3.3 - Severability. If any provision of this Agreement is deemed to be invalid or unenforceable by a court of competent jurisdiction, that provision shall be severed from the rest of this Agreement and the remaining provisions shall continue in full force and effect. Section 3.4 - Nonwaiver of Agencv's Rights. No right, remedy, or power of Agency in this Agreement shall be deemed to have been waived by any act or conduct on the part of Agency or by any failure to exercise or delay in exercising such right, remedy, or power. Every such right, remedy or power of Agency shall continue in full force and effect until specifically waived or released by an instrument in writing executed by Agency. Section 3.5 - Entire Agreement. This Agreement contains the entire understanding between the Parties concerning the subject matter contained herein. There are no representations, agreements, arrangements or understandings, oral or written, between or among the parties hereto, relating to the subject matter of this Agreement, which are not fully expressed and/or referred to herein. Section 3.6 - Exhibits and Recitals Incorporated. All exhibits referred to in this Agreement are hereby incorporated in this Agreement by this reference, regardless of whether or not the exhibits are actually attached to this Agreement. The Recitals to this Agreement are hereby incorporated in this Agreement by this reference. Section 3.7 - Construction of the Agreement. The provisions contained in this Agreement shall not be construed in favor of or against either party but shall be construed as if both parties contributed equally to its preparation. This Agreement shall be construed in accordance with the laws of the State of California. Section 3.8 - Agencv's Reliance on Statements and Disclosures of Borrower. Borrower has made certain statements in order to induce Agency to make said loan and enter into this Agreement, and in the event Borrower has made material misrepresentations or failed to disclose any material fact, Agency may treat such misrepresentation or ornission as a breach of this Agreement, and the act of doing so shall not affect any remedies Agency may have under the deed of trust securing said loan for such misrepresentation or conceillment. 31 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-39 Section 3.9 - Agencv Not Liable for Acts of Omissions of Borrower or Others. Agency shall in no way be liable for any acts or omissions of Borrower, any agent or contractor employed by Borrower, or any person furnishing labor and/or materials used in or related to the construction of said improvements. Section 3.1 0 - Time of the Essence. Time is of the essence of this Agreement and of each and every provision hereof. The waiver by Agency of any breach or breaches hereof shall not be deemed, nor shall the same constitute, a waiver of any subsequent breach or breaches. Section 3.11 - Integration. This Agreement represents the entire agreement between the Parties of the subject matter of this Agreement and supersedes any other agreements, promises, or representations oral or written pertaining to such subject matter, including without limitation, any and all agreements, promissory notes, and deeds of trust, along with any amendments and modifications to such agreements, promissory notes and deeds of trust entered into by and between Agency and Borrower. Section 3.12 - Participation. At the request of Agency, Borrower shall cause the fact that Agency has provided funds to be referenced in. any advertisements, press releases, brochures or information sheets where funding for the Project is discussed, and on all project designation placards placed on the Property or other sites, as approved in advance, by Agency. The design, content and format of the press releases, brochures, information sheets, and all project designation placards containing a reference to the Agency are subject to the written approval of the Executive Director of the Agency with respect to all references to the Agency. Agency, at its sole option, reserves the right to request, in writing, that the references to the participation of Agency not be included in any, or all, advertisements, press releases, brochures, information sheets, and/or project designation placards. Section 3.13 - Approvals. Consents and Other Determinations. Unless otherwise provided, in any approval, consent, or other determination by Agency or Borrower required under this Agreement or any of the other loan documents evidencing and/or securing the Agency Loan, Agency and Borrower shall act reasonably, in good faith and without delay. Section 3.14 - Counterparts. This Agreement may be executed in any number of counterparts and, as so executed, the counterparts shall constitute one and the same Agreement. The parties agree that each such counterpart is an original and shall be binding upon all the parties, even though all of the parties are not signatories to the same counterpart. Section 3.15 - Satisfaction of Predevelopment Loan Agreement. The execution of this Agreement in conjunction with the addition of the Predevelopment Loan Repayment Amount to the Agency Loan principal, shall be deemed satisfaction of the Predevelopment Loan Agreement following the Closing on the Agency Loan. Section 3.16 - Non-Liability of Officials and Emplovees of Agencv. No member, official or employee of Agency or the City of Chula Vista shall be personally liable to Borrower, or any successor in interest, in the event of any default or breach of this Agreement or for any amount 32 E:\CLlENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-40 which may become due to Borrower or its successors, or on any obligations under the terms of this Agreement. Section 3.17 - Agencv Aoorovals and Actions. Whenever a reference is made herein to an action or approval to be undertaken by Agency, the Executive Director of Agency or his or her designee is authorized to act on behalf of Agency unless specifically herein provided otherwise or the context should require otherwise. Section 3.18 - Caoacity and Authoritv. All individuals signing this Agreement for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Agency that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. IN WITNESS WHEREOF, the parties have executed this Agreement on the date first set forth above. BORROWER: Los Vecinos, L.P., a California limited partnership By: Wakeland Los Vecinos, LLC, a California limited liability company Its: Managing General Partner By: Wakeland Housing and Development Corporation, a California nonprofit public benefit corporation Its: Manrr and Membe: By: ~ :L~ Kertneth L. Sauder President and CEO AGENCY: Redevelopment Agency of the City of Chula Vista By: David Garcia, Executive Director Approved as to form: By: Ann Moore, City Attorney 33 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-41 Exhibit "A" Property Legal Description All that certain real property situated in the County of San Diego, State of California, described as follows: 34 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Construction & Permanent Loan.doc 2-42 Exhibit "B" Promissory Note 35 E:\CLIENTS\Cbula Vista\Los Vecinos\final\Construction & Permanent Loan.doc 2-43 DO NOT DESTROY TillS NOTE: WHEN PAID, TillS NOTE AND THE DEED OF TRUST SECURING IT MUST BE SURRENDERED TO TRUSTEE FOR CANCELLATION BEFORE RECONVEYANCE WILL BE MADE. NOTE SECURED BY DEED OF TRUST ("Note") Chula Vista, California ,2008 1. PrinciDal and Interest. FOR VALUE RECEIVED, and in consideration of the Construction and Permanent Financing Loan Agreement of even date herewith ("Loan Agreement"), made by the Redevelopment Agency of the City of Chula Vista ("Lender"), Los Vecinos, L.P., a California limited partnership ("Maker") promises to pay to Lender, or order, at 276 Fourth Avenue, Chula Vista, California, 91910, or such other place as the holder may from time to time designate by written notice to Maker the principal sum of Five Million Six Hundred Eighty Thousand and Noll 00 Dollars ($5,680,000.00), or so much as is advanced, together with accrued interest at the rate of five percent (5%) simple interest. This Note is issued pursuant to the Loan Agreement and the deed of trust (the "Deed of Trust"), being executed concurrently herewith, to be recorded in the office of the County Recorder of San Diego County. The Deed of Trust, the Loan Agreement, the Declaration of Covenants, Conditions and Restrictions and the Security Agreement, which terms are defined in the Loan Agreement, are sometimes collectively referred to herein as the "Loan Documents." All capitalized terms which are not defined herein shall have the meaning ascribed to them in the Loan Agreement. The Deed of Trust shall be subordinated to the deeds of trust and security instruments securing the Construction Loan and Bank Loan, as such terms are defmed in the Loan Agreement. 2. Term of Loan. Due Date and Rieht ofPreDavment. Payments shall be due and payable on the earliest of the following dates: (a) For purposes of this Note, Year I means period of time that begins on the date the Improvements are placed in service and ends on December 31 of the same calendar year. Subsequent "Years" during the term of the Agency Loan shall mean each calendar year immediately following the end of the immediately preceding Year and shall be numbered consecutively thereafter. Not later than April 1 each year, commencing with the April 1 immediately following Year I, Maker shall calculate its Residual Receipts, as defined herein, for such Year, and pay to Lender: (i) for Years 1-30, fifty percent (50%) of the Residual Receipts; and (ii) for Years 31-54, 75% of the Residual Receipts. (b) Fifty-five (55) years from the date the Improvements are placed in service, when all principal and accrued interest shall be due and payable. (c) Concurrently with the refmancing of any loan or other obligation secured all or in part by the Property. E:\CLlENTS\Chula Vista\Los Vecinos\Final\Note.doc 1 2-44 (d) Acceleration of this Note pursuant to the provisions of Paragraph 4 of this Note, when all principal and accrued interest shall be due and payable. (e) Property . Any sale, transfer, conveyance or further encumbrance of all or any part of the "Residual Receipts" shall mean Gross Income less Operating Expenses, calculated on a calendar year basis, as provided herein. All calculations of Residual Receipts shall be subject to verification and approval by the Lender. "Gross Income" shall mean the gross rental income from all residential and non-residential components of the Project, and any other income to Maker derived from the ownership, operation and management of the Property. "Operating Expenses" shall mean actual, reasonable and customary costs, fees and expenses directly attributable to the operation, maintenance, taxes and management of the Project and the Property, to the extent approved by Lender in Maker's annual operating budget, expressly including, but not limited to, the following: required debt service payments on any loan permitted to be secured by the Property that is senior to the Deed of Trust, scheduled deposits to reserves, as approved by Lender, a reasonable property management fee in an amount not to exceed 5% of Gross Income in anyone year, the Deferred Developer Fee (which shall be paid in full on or before December 31, 2020, and shall not exceed approximately $228,000 in the aggregate), investor limited partner asset management fees (which shall not exceed $5,000.00 the first year after Project completion and shall not increase by more than 3.5% any year thereafter), and general partner management fees (which shall not exceed $12,000.00 the first year after Project completion and shall not increase by more than 3.5% any year thereafter). Maker shall annually provide Lender, on April 1 , commencing with the April 1 immediately following the calendar year in which the Improvements are placed in service, and each year thereafter during the term of this Note, a Residual Receipts report for the calendar year ending the immediately previous December 31, which provides the basis for Maker's calculation of the payment or nonpayment of Residual Receipts to Lender. This Note may be prepaid in whole or in part at any time and, from time to time, without notice or penalty. Any prepayment shall be allocated first to unpaid interest and then to principal. Should the undersigned sell, convey, transfer, further encumber, or dispose of the Property described in the Deed of Trust securing this Note, or any part of it, or any interest in it, without first obtaining the written consent of Lender, or the then holder of this Note, which consent shall be granted or withheld in the sole discretion of the Lender, then all obligations secured by this Note may be declared due and payable, at the option of Lender, or the then holder of this Note until this Note is paid in full. Lender reserves the right to approve all sales, transfers, conveyances, additional encumbrances, or dispositions of the real property, which approval shall not be unreasonably withheld, conditioned or delayed. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. If such a sale, transfer, further encumbrance, disposition, conveyance or transfer is approved by Lender, then upon the sale, E:\CLIENTS\Chula Vista\Los Vecinos\FinaI\Note.doc 2 2-45 transfer, further encumbrance, conveyance, transfer all accrued but unpaid interest on this Note shall be paid to Lender, at Lender's option. 3. Security for Note. This Note is secured by the Deed of Trust of even date herewith executed by Maker, which creates a lien on that certain real property described therein and by the Loan Documents, including the Security Agreement. 4. Acceleration UDon Default. In the event of any default under the terms of this Note, the Loan Agreement, the Deed of Trust, the Security Agreement, or the Declaration of Covenants and Restrictions, or any prior or subsequent loans, notes and/or deed of trust, at the option of the holder of this Note, and after written notice to Maker providing Maker with thirty (30) days in which to cure any default, all principal and interest due under this Note and the Note shall immediately become due and payable, without further notice. Failure to exercise such option shall not constitute a waiver of the right to exercise it in the event of any subsequent default. Without limiting any other events of default contained herein, or in any of the Loan Documents, the failure to complete construction of the Project to the satisfaction of Lender on or before December 31,2009, shall be considered an event of default, entitling the Lender to accelerate the payment of principal and interest hereunder, as provided in this Section 4. Time is of the essence. 5. Costs Paid bv Maker. Maker agrees to pay the following costs, expenses, and attorneys' fees paid or incurred by the holder of this Note, or adjudged by a court: (a) reasonable costs of collection, costs, and expenses, and attorneys' fees paid or incurred in connection with the collection or enforcement of this Note, whether or not suit is filed; and (b) costs of suit and such sum as the court may adjudge as attorneys' fees in any action to enforce payment of this Note or any part of it. 6. Payment and Interest Calculation. Principal and interest shall be payable in lawful money of the United States of America. Interest shall be computed based on a 360-day year and 30-day month. Payments shall be applied to interest first and then to any unpaid principal balance. 7. Incorooration ofthe Loan Al!:reement. The provisions of the Loan Agreement are expressly incorporated in this Note by this reference. E:\CLIENTS\Chula Vista\Los Vecinos\Fmal\Note.doc 3 2-46 8. Waiver. Maker hereby waives diligence, presentment, protest and demand, notice of protest, dishonor and nonpayment of this Note, and expressly agrees that, without in any way affecting the liability of Maker hereunder, Lender may extend any maturity date or the time for payment of any installment due hereunder, accept additional security, release any party liable hereunder and release any security now or hereafter securing this Note. Maker further waives, to the full extent permitted by law, the right to plead any and all statutes oflimitations as a defense to any demand on this Note, or on any deed of trust, security agreement, guaranty or other agreement now or hereafter securing this Note. 9. Recourse Durin!!: Construction and Non-Recourse Mter Filin!!: of Notice of Completion. (a) Prior to the timely issuance of the notice of completion for all units within the Project, in any action brought to enforce the obligations of Maker under this Note or the Loan Documents, the judgment or decree shall be enforceable against Maker, in addition to any collateral security for the payment of this Note, and Lender may seek any deficiency judgment against Maker. (b) Following the timely completion of the construction of the Project, as defined in the Loan Agreement, measured by the timely filing of a Certificate of Occupancy, nothing contained herein shall be deemed to cause Maker (or any of its partners, or any of their respective directors, officers, employees, partners, principals or members) personally to be liable for any of its obligations evidenced hereby, and the Agency shall not seek any personal or deficiency judgment on such obligations, and the sole remedy of the Agency with respect to repayment of the loan evidenced by this Note shall be against the Property. (c) Notwithstanding Section 9(b), above, Maker shall indemnify, defend, protect and hold Lender harmless from and against any and all loss, damage, liability, action, cause of action, cost or expense (including, without limitation, reasonable attorneys' fees and expenses) incurred by Lender as a result of any (i) fraud or material misrepresentation under or in connection with the Loan or any Loan Document; (ii) intentional bad faith waste of the real property more particularly described in the Deed of Trust; (iii) losses resulting from Maker's failure to maintain insurance as required under the Deed of Trust; and (iv) misapplication of any rents, security deposits, insurance proceeds, condemnation awards or any other proceeds derived from the collateral security in a manner prohibited by the Loan Documents. Lender shall promptly provide Maker with written notice of any event for which Maker has an indemnification obligation as provided in this Paragraph 9(c). (d) Maker's obligation to indemnify the Lender as aforesaid shall be personal, recourse obligations of Maker and in the event of any breach of such obligations, Lender shall have the right to proceed directly against Maker to recover any and all losses, damages, liabilities, actions, causes of action, costs and expenses (including, without limitation, reasonable attorneys' fees and expenses) resulting from such breach and the right to bring any action and to institute any proceedings to obtain a deficiency judgment in or following after foreclosure for any and all losses, damages, liabilities, actions, causes of action, costs and expenses (including without limitation reasonable attorneys' fees and expenses) resulting from such breach. E:\CLIENTS\Chula Vista\Los Vecinos\Final\Note.doc 4 2-47 10. Late Charl!:e. In addition to the foregoing, if any installment due hereunder is not paid within fifteen (15) days from the date due, Maker promises to pay a "late charge" of five percent (5%) of the installment so overdue to defray the expense incident to handling any such delinquent payment or payments. 11. Severability. If any provision of this Note is determined to be void by court of competent jurisdiction, such determination shall not affect any other provision of this Note, and such other provisions shall remain in full force and effect. 12. Non-Waiver. No delay in demanding or failure to demand performance hereunder shall constitute a waiver by Holder of its right to subsequently demand such performance or to exercise any remedies for any default hereunder. Further, in order to be effective, any waiver of any of Lender's rights and remedies hereunder shall be expressed in a writing signed by Lender. Further waiver by Lender of any right hereunder shall not constitute a waiver of any other right, including but not limited to the right to exercise any and all remedies for a different or subsequent event of default hereunder. 13. Reolacement Note. The undersigned agrees that, in the event that this Note shall become lost or stolen, upon request of Lender, the undersigned shall execute a replacement Note incorporating the terms hereof, provided that Lender shall furnish a written agreement to indemnify the undersigned against all losses, costs, and damages arising from a duplicative demand for payment under this Note. 14. Internretation. This Note shall be governed and interpreted in accordance with applicable California law. 15. No Conversion to Condominiums. Maker agrees that Maker shall not, and shall not allow any other person to, during the term of the Declaration, cause all or any portion of the Property and/or the Project to be converted to condominiums or to otherwise allow a condominium map or condominium plan to be recorded or filed against all or any portion of the Property and/or the Project. Maker further agrees that the conversion of all or any portion of the Property or the Project to condominiums and/or the recordation or filing of a condominium map or condominium plan against all or any portion of the Property and/or the Project during the term of the Declaration, shall be a breach of this Note, the Declaration, the Loan Agreement and the Deed of Trust, entitling the Lender to immediately exercise any and all of its rights and remedies under this Note, the Declaration, the Loan Agreement and the Deed of Trust, including without limitation acceleration of this Note and foreclosure under the Deed of Trust. E:\CLIENTS\Chula Vista\Los Vecinos\Final\Note.doc 5 2-48 16. Sil!Dature Authoritv. All individuals signing this Note for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Lender that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. Maker: Los Vecinos, L.P., a California limited partnership By: Wakeland Los Vecinos, LLC, a California limited liability company Its: Managing General Partner By: Wakeland Housing and Development Corporation, a California nonprofit public benefit corporation Its: Manr' and Member. By: ~1-.~/ Ke1meth L. Sauder President and CEO E:\CLrENTS\Chula Vista\Los Vecinos\Final\Note.doc 6 2-49 Exhibit "C" Deed of Trust 36 E:\CLIENTS\Chula Vista\Los Vecmos\Final\Construction & Permanent Loan.doc 2-50 NO CHARGE ON TillS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Recording Requested By And When Recorded Mail To: City Clerk City ofChula Vista 276 Fourth Avenue Chula Vista, CA 91910 DEED OF TRUST TillS DEED OF TRUST is made as of this _ day of ,2008, by Los Vecinos, L.P., a California lirnited partnership ("Trustor"), whose address is clo Wakeland Housing and Development Corporation, 1230 Columbia Street, Suite 950, San Diego, California 92101, Attention: Kenneth L. Sauder, and Chicago Title Company ("Trustee") and the Redevelopment Agency of the City of Chula Vista ("Beneficiary"), whose address is clo City of Chula Vista, Community Development Department, 276 Fourth Avenue, Chula Vista, California, 91910. TRUSTOR HEREBY irrevocably grants, transfers, and assigns to Trustee, in trust, with power of sale, all that property in the City of Chula Vista, County of San Diego, State of California, described as: (See Legal Description - Exhibit "A") FOR THE PURPOSE OF SECURING: (I) Payment of the indebtedness evidenced by a promissory note of even date herewith executed by Trustor, in the principal sum of Five Million Six Hundred Eighty Thousand and Noll 00 Dollars ($5,680,000.00), and any renewal, extension, or modification of the promissory note (the "Note"); (2) Any additional sums and interest that may hereafter be loaned to the then record owner of the Property by Beneficiary, when evidenced by another note or notes reciting that it or they are so secured; (3) The performance of each agreement contained in this Deed of Trust, the terms being synonymous, and the Note referenced in Paragraph (I) above; (4) The performance of each agreement of Trustor under that certain Construction and Permanent Financing Loan Agreement ("Loan Agreement") of even date herewith, by and between Trustor and Beneficiary on file in the Office of Beneficiary; and E:\CLIENTS\Chula Vista\Los Vecinos\Final\Deed of Trust.doc I 2-51 (5) The performance of each agreement and covenant of Trustor under that certain Declaration of Covenants, Conditions and Restrictions ("Restrictions") of even date herewith and recorded concurrently herewith affecting the Property. A. TO PROTECT THE SECURITY OF THIS DEED OF TRUST, TRUSTOR AGREES: Maintenance and Repair (I) To keep the Property in good condition and repair; not to remove or demolish any buildings on the Property; to complete or restore promptly and in good and workmanlike manner any building that may be constructed, damaged, or destroyed on the Property; to pay when due all claims for labor performed and materials furnished for the Property; to comply with all laws affecting the Property or requiring any alterations or improvements to be made on the Property; not to commit or permit waste of the Property; not to commit, suffer, or permit any act upon the Property in violation oflaw; and to cultivate, irrigate, fertilize, fumigate, prune, and do all other acts that from the character or use of the Property may be reasonably necessary. Fire Insurance (2) To provide, maintain, and deliver to Beneficiary fire insurance satisfactory to and with loss payable to Beneficiary as its interest may appear. Subject to the rights of any senior lenders, the amount collected under any fire or other insurance policy may be applied by Beneficiary upon any indebtedness secured by this Deed of Trust and in any order determined by Beneficiary, or at the option of Beneficiary the entire amount so collected or any part of that amount may be released to Trustor. This application or release shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice. Notwithstanding the foregoing, in the event of any fire or other casualty to the Property, Trustor shall have the right to rebuild the Property, and to use all available insurance proceeds therefor, provided that (a) such proceeds are sufficient to rebuild the Property in a manner that provides adequate security to Beneficiary for repayment of the indebtedness secured hereby or if such proceeds are insufficient then Trustor shall have funded any deficiency, (b) Beneficiary shall have the right to approve (which shall not be unreasonably withheld or delayed) plans and specifications for any major rebuilding and the right to approve (which shall not be unreasonably withheld or delayed) disbursements of insurance proceeds for rebuilding under a construction escrow or similar arrangement, and (c) no material default then exists hereunder or under the Note. If the casualty affects only part of the Property and total rebuilding is not feasible, then proceeds may be used for partial rebuilding and partial repayment of the indebtedness secured hereby in a manner that provides adequate security to Beneficiary for repayment of the remaining indebtedness secured hereby. Defense of Security (3) To appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary , or Trustee; and to pay all costs and expenses, including cost of evidence of title and attorneys' fees in a reasonable sum, in any such action or proceeding in which Beneficiary or Trustee may appear, and in any suit brought by Beneficiary to foreclose this Deed of Trust. E:\CLIENTS\Chula Vista\Los Vecinos\Final\Deed of Trust.doc 2 2-52 Payment of Liens and Taxes (4) To pay, at least ten (10) days before delinquency, all taxes and assessments affecting the Property, including assessments on appurtenant water stock, all encumbrances, charges, and liens, with interest, on the Property or any part of the Property, which appear to be prior or superior to this Deed of Trust; and all costs, fees, and expenses of this Trust. If Trustor fails to make any payment or to do any act as provided in this Deed of Trust, then Beneficiary or Trustee may (but is not obligated to) make the payment or do the act in the required manner and to the extent deemed necessary by Beneficiary or Trustee to protect the security of this Deed of Trust. The performance by Beneficiary or Trustee of such an act shall not require notice to or demand upon Trustor and shall not release Trustor from any obligation under this Deed of Trust. Beneficiary or Trustee shall also have the following related rights and powers: to enter upon the Property for the foregoing purposes; to appear in and defend any action or proceeding purporting to affect the security of this Deed of Trust or the rights or powers of Beneficiary or Trustee; to pay, purchase, contest, or compromise any encumbrance, charge, or lien that in the judgment of either appears to be prior or superior to this Deed of Trust; to employ counsel; and to pay necessary expenses and costs, including reasonable attorneys' fees. Reimbursement of Costs (5) To pay immediately and without demand all sums expended by Beneficiary or Trustee pursuant to this Deed of Trust, with interest from date of expenditure at the amount allowed by law in effect at the date of this Deed of Trust, and to pay any amount demanded by Beneficiary (up to the maximum allowed by law at the time of the demand) for any statement regarding the obligation secured by this Deed of Trust. (6) That it will pay the Note at the time and in the manner provided therein. (7) That it will not permit or suffer the use of any of the Property for any purpose other than the use for which the same was intended at the time this Deed of Trust was executed. (8) That the Note, the Loan Agreement, and the Restrictions are incorporated herein by reference and made a part of this Deed of Trust, although not attached. Copies are on file in the office of the Beneficiary . (9) To perform, in a timely manner, each agreement and covenant by and between Trustor on any and all notes, loans and deeds of trust that are senior and/or junior to this Deed of Trust. A default in any of these obligations and the expiration of any applicable notice or cure period shall constitute a default under this Deed of Trust. E:\CLIENTS\Chula Vista\Los Vecinos\Final\Deed of Trust.doc 3 2-53 B. THE PARTIES AGREE THAT: Condemnation Award (10) Any award of damages in connection with any taking or condemnation, or for injury to the Property by reason of public use, or for damages for private trespass or injury to the Property, is hereby assigned and shall be paid to Beneficiary (subject to the rights of any senior lenders), as its interest may appear as further security for all obligations secured by this Deed of Trust. Upon receipt of such proceeds, Beneficiary may hold the proceeds as further security, or apply or release them in the same manner and with the same effect as provided in Section 2 ofthis Deed of Trust for the disposition of proceeds of fire or other insurance. Waiver of Late Payments (11) By accepting payment of any sum secured by this Deed of Trust after its due date, Beneficiary does not waive its right either to require prompt payment when due of all other sums so secured or to declare default for failure to pay any indebtedness secured by this Deed of Trust. Trustee's Powers (12) Upon written request of Beneficiary and presentation of this Deed of Trust and the Note for endorsement, Trustee may (a) reconvey all or any part of the Property; (b) consent to the making and recording, or either, of any map or plat of all or any part of the Property; (c) join in granting any easement on the Property; or (d) join in or consent to any extension agreement or any agreement subordinating the lien, encumbrance, or charge of this Deed of Trust. Trustee need not provide Trustor with notice before taking any of the foregoing actions, and shall not be liable for the proper performance of the act. The exercise by Trustee of any of the foregoing powers shall not affect the personal liability of any person for payment of the indebtedness secured by this Deed of Trust, or the lien of this Deed of Trust on the remaining property as security for the repayment of the full amount secured by this Deed of Trust. Full Reconveyance (13) Upon written request of Beneficiary stating that all sums secured by this Deed of Trust have been paid, surrender of this Deed of Trust, the Note, and any other notes secured by this Deed of Trust to Trustee for cancellation and retention, and payment of Trustee's fees and charges, Trustee shall reconvey, without warranty, the Property then subject to this Deed of Trust. The recitals in the reconveyance shall be conclusive proof of the truthfulness of the recitals. The grantee in the recon- veyance may be described as "the person or persons legally entitled thereto." Five years after issuance of the full reconveyance, Trustee may destroy the Note and this Deed of Trust, unless directed in the request to retain them. Assignment of Rents (14) As additional security, Trustor hereby gives to and confers upon Beneficiary the right, power, and authority during the continuance of these Trusts, to collect the rents, issues, and profits E:\CLIENTS\Chula Vista\Los Vecinos\Final\Deed of Trust.doc 4 2-54 of the Property, but reserves the right, prior to any default, which shall continue beyond any applicable notice and cure periods, by Trustor in payment of any indebtedness secured by this Deed of Trust or in the performance of any agreement under this Deed of Trust, to collect and retain these rents, issues, and profits as they become due and payable. Upon any such default, Beneficiary may, without notice and without regard to the adequacy of the security for the indebtedness secured by this Deed of Trust, either personally or by agent or court-appointed receiver, do the following: enter upon and take possession of the Property or any part of the Property; sue for or otherwise collect all rents, issues, and profits, including those past due and unpaid; and apply these rents, issues, and profits, less costs and expenses of operation and collection (including reasonable attorneys' fees), upon any indebtedness secured by this Deed of Trust, in any order determined by Beneficiary. The exercise of the foregoing rights by Beneficiary shall not cure or waive any default or notice of default under this Deed of Trust or invalidate any act done pursuant to such a notice. Default in Foreclosure (15) Upon default by Trustor in the payment of any indebtedness secured by this Deed of Trust or in the performance of any material obligation under this Deed of Trust, and the expiration of any and all applicable notice or cure periods, Beneficiary may declare all sums secured by this Deed of Trust immediately due and payable by delivering to Trustee a written declaration of default and demand for sale and a written notice of default and election to sell the Property. Trustee shall cause the notice of default and election to sell to be recorded. Beneficiary also shall deposit with Trustee this Deed of Trust, the Note, and all documents evidencing any additional expenditures secured by this Deed of Trust. After the required time period has lapsed following the recordation of the notice of default, and after notice of sale has been given as required by law, Trustee, without demand on Trustor, shall sell the Property at the time and place specified in the notice of sale, either as a whole or in separate parcels, and in any order determined by Trustee, at public auction to the highest bidder for cash in lawful money of the United States, payable at the time of sale. Trustee may postpone sale of all or any portion of the Property by public announcement at the time and place of sale, and from time to time thereafter may postpone the sale by public announcement at the time fixed by the preceding postponement. Trustee shall deliver to the purchaser at the auction its deed conveying the Property sold, but without any covenant or warranty, express or implied. The recital in the deed of any matter or fact shall be conclusive proof of the truthfulness ofthe recital. Any person, including Trustor, Trustee, or Beneficiary, may purchase at the sale. After deducting all costs, fees, and expenses of Trustee and Beneficiary under this paragraph, including costs of procuring evidence of title incurred in connection with sale, Trustee shall apply the proceeds of sale to payment of: all sums expended under the terms of this Deed of Trust, not then repaid, with accrued interest at the amount allowed by law in effect at the date of this Deed of Trust; all other sums then secured by this Deed of Trust; and the remainder, if any, to the person or persons legally entitled to the remaining proceeds. (16) Should the undersigned agree to or actually sell, convey, transfer, or dispose of, or further encumber the real property described in this deed of trust securing the Promissory Note, or any part of it, or any interest in it, without first obtaining the written consent of the Holder of the Note, then E:\CLlENTS\Chula Vista\Los Vecinos\Final\Deed of Trust.doc 5 2-55 all obligations secured by the Note and trust deed may be declared due and payable, at the option of the Holder. Consent to one transaction of this type will not constitute a waiver of the right to require consent to future or successive transactions. Beneficiary shall not unreasonably withhold its consent to a transfer to the General Partner of Trustor pursuant to the purchase option and right of first refusal to be granted to the General Partner in Trustor's Partnership Agreement. General Provisions (17) This Deed applies to, inures to the benefit of, and binds all parties to this Deed of Trust and their heirs, legatees, devisees, administrators, executors, successors, and assigns. The term "Beneficiary" shall mean the holder and owner, including pledgee, of the Note secured by this Deed of Trust, whether or not named as a beneficiary in this Deed of Trust, and the heirs, legatees, devisees, administrators, executors, and assigns of any such person. In this Deed, whenever the context so requires, the masculine gender includes the feminine and/or neuter, and the singular number includes the plural. Acceptance by Trustee (18) Trustee accepts this Trust when this Deed, duly executed and acknowledged, is made a public record as provided by law. Trustee is not obligated to notify any party to this Deed of Trust of pending sale under any other deed of trust or of any action or proceeding in which Trustor, Beneficiary, or Trustee shall be a party unless brought by Trustee. Substitution of Trustees (19) Beneficiary, or any successor in ownership of any indebtedness secured by this Deed of Trust, may from time to time, by written instrument, substitute a successor or successors to any Trustee named in or acting under this Deed of Trust. The substitution instrument shall contain the name of the original Trustor, Trustee, and Beneficiary under this Deed of Trust, the book and page where this Deed is recorded, and the name and address of the new Trustee. When executed by Beneficiary and duly acknowledged and recorded in the office of the recorder of the county or counties where the Property is situated, the substitution instrument shall be conclusive proof of proper substitution of the successor Trustee or Trustees. Any successor Trustee or Trustees shall, without conveyance from the predecessor Trustee, succeed to all its title, estate, rights, powers, and duties. Cumulative Powers and Remedies (20) The powers and remedies conferred in this Deed of Trust are concurrent and cumulative to all other rights and remedies provided in this Deed of Trust or given by law. These powers and remedies may be exercised singly, successively, or together, and as often as deemed necessary. Conclusiveness of Recitals (21) The recitals contained in any reconveyance, trustee's deed, or any other instrument executed by Trustee from time to time under the authority of this Deed of Trust or in the exercise of its E:\CLIENTS\Chula Vista\Los Vecinos\Final\Deed of Trust.doc 6 2-56 powers or the performance of its duties under this Deed of Trust, shall be conclusive evidence of their truth, whether stated as specific and particular facts, or in general statements or conclusions. Further, the recitals shall be binding and conclusive upon Trustor, its heirs, executors, adminis- trators, successors, and assigns, and all other persons. Attorneys' Fees (22) If any action is brought for the foreclosure of this Deed of Trust or for the enforcement of any provision of this Deed of Trust (whether or not suit is filed), Trustor agrees to pay all costs and expenses of Beneficiary and Trustee, including reasonable attorneys' fees; and these sums shall be secured by this Deed of Trust. Co-trustees (23) If two or more persons are designated as Trustee in this Deed of Trust, any, or all, power granted in this Deed of Trust to Trustee may be exercised by any of those persons, if the other person or persons are unable, for any reason, to act. Any recital of this inability in any instrument executed by any of those persons shall be conclusive against Trustor and Trustor's heirs and assigns. Request for Notices of Default and Sale (24) In accordance with Section 2924b of the California Civil Code, request is hereby made that a copy of any Notice of Default and a copy of any Notice of Sale under any Deeds of Trust executed by Trustor, and recorded in the Official Records of San Diego County, California, in which Beneficiary, is named as beneficiary, be mailed to: City of Chula Vista Redevelopment and Housing 276 Fourth Avenue Chula Vista, California, 91910 NOTICE: A copy of any notice of default and of any notice of sale will be sent only to the address contained in this recorded request. If your address changes, a new request must be recorded. The undersigned Trustor requests that a copy of any notice of default and of any notice of sale under this Deed of Trust be mailed to Trustor at the address of Trustor set forth above. (25) Trustor shall permit Beneficiary and its agents or representatives, to inspect the Property at any and all reasonable times, upon prior written notice (unless Trustor is in default under any of the Loan Documents). Inspections shall be conducted so as not to interfere with the tenants' use and enjoyment of the Property and the general operation of the Property. (26) The Property shall be subject to the restrictions set forth in the Loan Agreement and Restrictions and Trustor hereby consents to such restrictions and agrees to be bound thereby. Such E:\CLIENTS\Chula Vista\Los Vecinos\Fina1\Deed of Trust.doc 7 2-57 restrictions shall be in addition to and not in limitation of the rights of Beneficiary expressly set forth in this Deed of Trust. (27) For purposes of this Deed of Trust, "Hazardous Materials" mean and include any hazardous, toxic or dangerous waste, substance or material including, without limitation, flammable explosives, radioactive materials, asbestos, hazardous wastes, toxic substances and any materials or substances defined as hazardous materials, hazardous substances or toxic substances in (or for purposes of) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), as amended (42 D.S.C. S9601, et seq.), the Hazardous Materials Transportation Act (49 D.S.C. S1801, et seq.), the Resource Conservation and Recovery Act (42 D.S.C. S6901, et seq.), and those substances defined as hazardous wastes in S25l17 of the California Health and Safety Code or as hazardous substances in S253l6 of the California Health and Safety Code or in any regulations promulgated under either such law, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material, as now or at any time hereafter in effect. (28) In addition to the general and specific representations, covenants and warranties set forth in the Deed of Trust or otherwise, Trustor represents, covenants and warrants, with respect to Hazardous Materials, as follows: (a) Neither Trustor nor, to the best knowledge of Trustor, any other person, has ever caused or permitted any Hazardous Materials to be manufactured, placed, held, located or disposed of on, under or at the Property or any part thereof, and neither the Property nor any part thereof, or any property adjacent thereto, has ever been used (whether by Trustor or, to the best knowledge of Trustor, by any other person) as a manufacturing site, dump site or storage site (whether permanent or temporary) for any Hazardous Materials. "Hazardous Materials" for purposes of this Paragraph 28(a) shall not include substances typically used in the ordinary course of developing, operating and maintaining apartment complexes, provided that such substances are used in accordance with all applicable laws. (b) Trustor hereby agrees to indemnify Beneficiary, its officers, employees, contractors and agents, and hold Beneficiary, its officers, employees, contractors and agents harmless from and against any and all losses, liabilities, damages, injuries, costs, expenses and claims of any and every kind whatsoever paid, incurred or suffered by, or asserted against Beneficiary, its officers, employees, contractors or agents for, with respect to, or as a direct or indirect result of, the presence or use, generation, storage, release, threatened release or disposal of Hazardous Materials on or under the Property or the escape, seepage, leakage, spillage, discharge, emission or release of any Hazardous Materials from the Property (including, without limitation, any losses, liabilities, damages, injuries, costs, expenses or claims asserted or arising under CERCLA, any so-called "Superfund" or "Superlien" law, or any other federal, state or local statute, law, ordinance, code, rule, regulation, order or decree regulating, relating to or imposing liability or standards of conduct concerning any Hazardous Materials) regardless of whether or not caused by or within the control of Trustor. The foregoing indemnification shall not apply to any liability resulting from (i) an event that occurs after a transfer of the Property due to any foreclosure sale Gudicial or nonjudicial) or a deed in lieu offoreclosure, or (ii) acts or omissions of Beneficiary or its agents. E:\CLIENTS\Chula Vista\Los Vecinos\Final\Deed of Trust.doc 8 2-58 (c) Trustor has not received any notice of (i) the happening of any event involving the use, spillage, discharge, or cleanup of any Hazardous Materials ("Hazardous Discharge") affecting Trustor or the Property or (ii) any complaint, order, citation or notice with regard to air emissions, water discharges, noise emissions or any other environmental, health or safety matter affecting Trustor or the Property ("Environmental Complaint") from any person or entity, including, without limitation, the United States Environmental Protection Agency ("EP A"). If Trustor receives any such notice after the date hereof, then Trustor will give, within seven (7) business days thereafter, oral and written notice of same to Beneficiary. (d) Without limitation of Beneficiary' s rights under this Deed of Trust, Beneficiary shall have the right, but not the obligation, to enter onto the Property or to take such other actions as it deems necessary or advisable to clean up, remove, resolve or minimize the impact of, or otherwise deal with, any such Hazardous Materials or Environmental Complaint upon its receipt of any notice from any person or entity, including without limitation, the EP A, asserting the existence of any Hazardous Materials or an Environmental Complaint on or pertaining to the Property which, if true, could result in an order, suit or other action against Trustor affecting any part of the Property by any governmental agency or otherwise which, in the sole opinion of Beneficiary, could jeopardize its security under this Deed of Trust. All reasonable costs and expenses incurred by Beneficiary in the exercise of any such rights shall be secured by this Deed of Trust and shall be payable by Trustor upon demand together with interest thereon at a rate equal to the highest rate payable under the note secured hereby. (e) The foregoing representation, covenants, indemnities and warranties shall be continuing and shall be true and correct for the period from the date hereof to the release of this Deed of Trust (whether by payment of the indebtedness secured hereby or foreclosure or action in lieu thereof), and these representations, covenants, indemnities and warranties shall survive such release. (29) Each successor owner of an interest in the Property other than through foreclosure or deed in lieu of foreclosure of an interest superior to this Deed of Trust, shall take its interest subject to this Deed of Trust. (30) This Deed of Trust shall be governed by and construed in accordance with the laws of the State of California. (31) If the Property is allocated to a low-income housing tax credits under the provisions of sections 17058 and 23610.5 of the Revenue and Taxation Code of State of California and under the Section 42 of the Internal Revenue Code of 1986, as amended ("Code") then the Property will be subject to certain requirements of Section 42 of the Code, including, but not limited to Section 42(h)(6)( e )(ii), which does not permit the eviction or termination of tenancy (other than for good cause) of an existing tenant of any low-income unit or any increase in the gross rent with respect to such unit not otherwise permitted under Section 42 for a period of three (3) years after the date the Property is acquired by foreclosure or deed in lieu offoreclosure. Beneficiary acknowledges the provisions of Section 42 of the Code and agrees that, if and to the extent applicable to Beneficiary in connection with the Property, Beneficiary will comply therewith. E:\CLIENTS\Chula Vista\Los Vecinos\Fina1\Deed of Trust.doc 9 2-59 (32) Trustor covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Trustor or any person claiming under or through it establish or permit any such practice or practices of discrimination or segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (P) of Section 12955, and Section 12955.2 of the Government Code, with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property. The foregoing covenants shall run with the land. (33) Trustor shall refrain from restricting the rental, lease and sale of the Property and any dwelling unit thereon on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability of any person. All such deeds, leases or contracts for the rental, lease or sale of the Property or any dwelling unit, shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (a) Deeds. In deeds "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (b) Leases. In leases "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." (c) Contracts. In contracts for the rental, lease or sale of the Property or any dwelling unit "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, E:\CLIENTS\Chula Vista\Los Vecinos\Final\Deed of Trust.doc 10 2-60 occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." (34) This Deed of Trust shall be subordinated to the deeds of trust and security instruments securing the Construction Loan and Bank Loan, as such terms are defined in the Loan Agreement (35) All individuals signing this Deed of Trust for a party which is a corporation, a partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Beneficiary that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. TRUSTOR: Los Vecinos, L.P., a California limited partnership By: Wakeland Los Vecinos, LLC a California limited liability company Its: Managing General Partner By: Wakeland Housing and Development Corporation, a California nonprofit public benefit corporation Its: M~er and Member By:f~ L~ Kenneth L. Sauder President and CEO BENEFICIARY: Redevelopment Agency of the City of Chula Vista By: David Garcia, Executive Director Approved as to form: By: Ann Moore, City Attorney E;\CLIENTS\Chula Vista\Los Vccinos\Final\Deed of Trustdoc II 2-61 Exhibit "D" Declaration of Covenants, Conditions and Restrictions 37 E:\CUENTS\Chula Vista\Los Vecmos\Final\Construction & Permanent Loan.doc 2-62 NO CHARGE ON TillS DOCUMENT PER CALIFORNIA GOVERNMENT CODE SECTION 6103 Recording Requested By And When Recorded Mail To: City Clerk City of Chula Vista 276 Fourth Avenue Chula Vista, CA 91910 DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS (TENANT RESTRICTIONS) TillS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS ("Declaration") is made as of this _ day of ,2008, by Los Vecinos, L.P. a California limited partnership ("Declarant") in connection with that certain parcel of real property ("Property") located in the City ofChula Vista ("City"), County of San Diego, California, described in Exhibit "A" attached hereto and incorporated herein by reference. RECITALS A. The Property is generally located at 1501 Broadway in Chula Vista, California and is located within the boundaries of the Merged Chula Vista Redevelopment Project Area. Declarant has applied for and the City has granted a density bonus (the "Density Bonus") pursuant to the applicable provisions of City Ordinance Number 3077, which allow Developer to construct forty- two (42) total dwelling units on the Property. In order to obtain the Density Bonus, Declarant has agreed to restrict the rent and occupancy offorty-two (42) total dwelling units on the Property, as set forth herein. Declarant acknowledges that the Density Bonus would not be granted in the absence of Declarant's express covenant to restrict the usage of the Property, as set forth herein. Declarant has acquired title to the Property and will be constructing a forty-two (42) unit housing project, with the aid ofa loan (the "Loan") obtained from the Redevelopment Agency of the City ofChula Vista's ("Agency") Low and Moderate Income Housing Fund established pursuant to Section 33334.3 of the California Health and Safety Code. One (1) of the forty-two (42) units will be occupied as manager's unit, and will not be income or rent restricted. B. Concurrently with the recordation of this Declaration, Agency is funding the Loan as described in the Construction and Permanent Financing Loan Agreement of even date herewith ("Loan Agreement"). The Loan is to assist Declarant in the construction and operation of the Property and the Affordable Units and is secured by a deed of trust ("Trust Deed"). The Density Bonus, Loan Agreement and Trust Deed were conditioned in part upon the recordation of a document setting forth certain restrictions upon the use and sale of the Property. 1 E:\CLIENTS\CHULA VISTA\LOS VECINOS\FINAL\DECLARATION.DOC 2-63 NOW, THEREFORE, Declarant hereby declares that the Property shall be subject to the covenants, conditions and restrictions set forth below: 1. Restrictive Covenants. Declarant agrees and covenants on behalf of itself and its successors and assigns, and each successor in interest to the Property, that at all times during the term of this Declaration set forth herein forty-one (41) units at the Property shall be set aside and reserved as "Affordable Units." As used herein the term "Affordable Units" shall refer to those residential units at the Property which are owned or held available strictly in accordance with the terms and conditions set forth below. One unit shall be set aside as a manager's unit and will not be income or rent restricted. (a) Affordable Unit Restrictions. The following restrictions shall apply to the forty-one (41) Affordable Units. The restrictions set forth in the Table below shall establish the maximum rental rate, from which a utility allowance as approved by Agency Executive Director shall be deducted: TABLE 1: RENT AND INCOME RESTRICTION CRITERIA NUl\.1BER OF MAXIMUM%OF MAXIMUM MONTHLY RENTS AS YEARS OF RENT UNIT AFFORDABLE AREA MEDIAN PERCENT AGE OF AREA MEDIAN RESTRIcnON DESCRIPTION UNITS INCOME OF INCOME ADJUSTED FOR F AMIL Y SIZE ELIGIBLE TENANTS APPROPRlATE FOR THE UNIT IbrlIb. 30% of AMI 1/12''' of30% of30% of AMI 55 ZbrII b. Z 30% of AMI 1/1Z~ of 30% of 30% of AMI 55 3br/Zb. Z 30% of AMI 1/1Z~ of30% of 30% of AMI 55 Ibr/lb. Z 45% of AMI IIIZ~ of30% of 45% of AMI 55 Zbr/lb. Z 45% of AMI 1/1Z~ of 30% of 45% of AMI 55 3br/Zb. 3 45% of AMI I/IZ'" of 30% of 45% of AMI 55 I brII b. 6 50% of AMI I/IZ'" of 30% of 50"/0 of AMI 55 Zbr/lb. 8 50% of AMI I/IZ'" of30% of 50% of AMI 55 3br/Zb. 7 50% of AMI I /IZ'" of 30% of 50% of AMI 55 IbrlIb. 3 60"/0 of AMI I/IZ'" of30% of 60% of AMI 55 Zbr/lb. 3 60% of AMI 1/12'" of30% of 60% of AMI 55 3br/Zb. Z 60% of Al'v1I 1/IZ'" of30% of 60% of AMI 55 Mao.ger N/A N/A TOTAL 4Z AFFORDABLE UNITS 2 E:\CLIENTS\CHULA VISTA\LOS VEClNQS\FINAL\DECLARATIONDOC 2-64 (b) "Eligible Tenants" are those tenants whose aggregate gross annual income does not exceed the respective percentages set forth in Table 1, above of annual median income, as adjusted for family size. All the units except the manager's unit shall be Affordable Units as referenced in the Table. For purposes of this Declaration, the current annual median income shall be the median income defined by the State Department of Rousing and Community Development ("RCD") as the then current median income for the San Diego Standard Metropolitan Statistical Area, established periodically by RCD, as adjusted for family size. Exhibit D-l sununarizes Income and Rent Restrictions; Exhibit D-2 is the current utility allowance schedule. The rents and the occupancy restrictions shall be deemed adjusted, from time to time, in accordance with any adjustments that are authorized by HCD or any successor agency. In the event HCD ceases to publish an established median income as aforesaid, Agency may, in its sole discretion, use any other reasonably com- parable method of computing adjustments in area median income. Notwithstanding anything contained herein to the contrary, to the extent any other restrictions applicable to the Property limit the rent and/or occupancy of the Property, the most restrictive shall apply. (c) An adjustment of rents may be performed annually in accordance with the rents contained in the applicable Agency or HCD rent schedules published by the Agency for the affected unit type and updated from time to time. Further, the rents charged shall be further limited as set forth in Section 14, hereof. 2. Affordable Marketing Plan Compliance. Declarant shall submit for the approval of the Agency a management and marketing plan for rental of all of the Affordable Units. Declarant's marketing of the Affordable Units shall be in compliance with federal and state fair housing laws. Such marketing plan shall include a plan for publicizing the availability of the Affordable Units within the City, such as notices in any City-sponsored newsletter, advertising in local newspapers and notice in City offices. The marketing plan shall require Developer to obtain from the Agency the names of low-income households who have been displaced by redevelopment projects in the City, and notice persons on such list of the availability of the Affordable Units, prior to undertaking other forms of marketing. The marketing plan shall provide that the persons on such list of displaced persons be given not fewer than fifteen (15) days after receipt of such notice to respond by completing application forms for rental of the Affordable Units. All tenants of each Affordable Unit shall meet the income requirements set forth herein and tenancy and eligibility shall be in conformance with the terms and standards set forth in the approved management plan and affirmative marketing plan. Selection of residents shall be made randomly within the following levels of priority, rather than on a first-come, first-serve basis: (a) First Priority. Households which are displaced from their primary residence as a result of an action of City or Agency, a condominium conversion involving the household's residence, expiration of affordable housing covenants applicable to such residence, or closure of aomobile home or trailer park community in which the household's residence was located, and the household resided in such housing as the household's primary place of residence for at least two years prior to such action or event. 3 E:\CLIENTS\CHULA VISTA\LOS VECINQS\FlNAL\DECLARATlON.DOC 2-65 (b) Second Priority. Households which meet one of the following criteria: (i) households which are displaced from their primary residence as a result of an action of City or Agency, a condominium conversion involving the household's residence, expiration of affordable housing covenants applicable to such residence, or closure of a mobile home or trailer park community in which the household's residence was located, and the household resided in such housing as the household's primary place of residence for at least one year but less than two years prior to such action or event; (ii) households with at least one member who resides within the City, as that person's primary place of residence; (iii) households with at least one member who works or has been hired to work within the City, as that person's principal place of full-time employment; or (iv) households with at least one member who is expected to live within the City as a result of a bona fide offer of employment within the City. (c) Third Prioritv. Other Low Income Households who do not meet the criteria for first priority or second priority above. (d) No Discrimination. No preference herein may be used for the purpose or effect of delaying or otherwise denying admission to the Property or unit based on the race, color, ethnic origin, gender, religion, disability, or age of any member of an applicant household. (e) Use of Standard Screening Criteria. Nothing herein shall restrict Declarant from screening tenants through the application of criteria which is lawful and customary in apartment management in San Diego County and otherwise consistent with federal, state and local regulations and restrictions related to the financing for the Project. 3. Determination; Annual Requalification. Declarant shall obtain from each person to whom Declarant leases an Affordable Units a "Supplemental Rental Application" ("Application") in the form of Exhibit "B", attached hereto (or such other form as Agency may from time to time adopt). Declarant shall be entitled to rely on the Application and supporting documents thereto in determining whether a household is an "Eligible Tenant". Declarant shall retain the Application and supporting documents for a period of not less than three (3) years after the household ceases to occupy an Affordable Unit. Copies of the most recent Application commencing of continuing occupancy of an Affordable Unit shall be attached to the semi-annual report to be filed with the Agency. An Affordable Unit occupied by an Eligible Tenant, shall be treated as an Eligible Tenant until a recertification of such tenant's income demonstrates that such tenant no longer qualifies as an "Eligible Tenant." 4. Relationship with Declarant. The term "Eligible Tenant" shall not include Declarant or any individuals who are partners or shareholders in Declarant or in any entity having an interest in Declarant or in the Property, or officer, employee, agent or consultant of the owner, developer or sponsor. 4 E:\CLIENTS\CHULA VISTA\LOS VECINOS\FINALIDECLARATIONDOC 2-66 5. No Student Dependents. No Affordable Unit shall be occupied or leased to any person who is a full-time student, or a household comprised exclusively of persons who are full-time students, unless such persons are married and eligible to file ajoint federal income tax return. The term "full- time student" shall be defined as any person who will be or has been a full-time student during five calendar months of the calendar year in question at an educational institution (other than a correspondence school) with regular faculty and students and or a student dependent as defined in the U.S. Internal Revenue Code, unless the taxpayer (upon whom the student in question is dependent) resides in the same dwelling unit. 6. Income of Co-tenants, etc. The income of all co-tenants and/or non-dependent occupants shall be taken into account in determining whether a household is an Eligible Tenant hereunder. 7. Over Income Tenants. In the event that a tenant who was properly certified as an Eligible Tenant at the commencement of such tenant's occupancy ceases to be eligible, for any reason other than being over income, Declarant shall give sixty (60) days written notice to such tenant to vacate the Affordable Unit. The vacated Affordable Unit shall thereafter be rented to an Eligible Tenant. A tenant who occupies an Affordable Unit, who becomes over income at the time of recertification shall be given one hundred eighty (180) days notice to vacate the Affordable Unit, effective from and after the date of such failure to requalifY (i.e., the recertification date, provided the tenant was properly certified originally). During the time the over-income tenant resides in the Affordable Unit, the tenant shall continue to pay an amount that does not exceed the amount set forth in the Table in Section lea). The tenant shall continue to be considered an "Eligible Tenant" until evicted. Notwithstanding the foregoing, when a tenant occupies a unit subject to a regulatory agreement with respect to the "Tax Credits," as such terms is defined in the Loan Agreement, the over income tenant shall be permitted to continue to reside in the assisted unit at the reduced rental rate, unless the over- income Tenant reaches one hundred and forty percent (140%) of the applicable income limit, whereupon the Tenant shall be given one hundred eighty (180) days notice to vacate the affordable unit, effective from and after the date of such income determination. The tenant shall continue to be considered an "Eligible Tenant" until evicted, provided this continued occupancy complies with all applicable tax-credit requirements. In the event of conflict between the over income regulations of this Declaration and TCAC, the TCAC provisions shall apply. 8. Phvsical Condition of Affordable Units. After completion of the Affordable Units, Declarant shall continually maintain the Affordable Units in a condition which satisfies the Housing Quality Standards promulgated by HUD under its Section 8 Program, as such standards are interpreted and enforced by Agency under its normal policies and procedures. Agency shall have the right to inspect the Affordable Units from time to time, on reasonable notice and at reasonable times, in order to verifY compliance with the foregoing maintenance covenant. Further, each Affordable Unit shall be requalified annually, as to the foregoing maintenance covenant, as part of the annual tenant requalification process described in Section 4 above. Any deficiencies in the physical condition of an Affordable Unit shall be corrected by Declarant at Declarant's expense within thirty (30) days of the identification of such deficiency by Agency and delivery of written notice of the same to Declarant. 5 E:\CLIENTS\CHULA VI$TA\LOS VECINOS\FINAL\DECLARATlON.DOC 2-67 9. Agencv Monitoring Functions. It is contemplated that, during the term of this Declaration, Agency will perform the following monitoring functions: (a) preparing and making available to Declarant any general information that Agency possesses regarding income limitations and restrictions which are applicable to the Affordable Units; (b) reviewing the documentation submitted by Declarant in connection with the annual certification process for Eligible Tenants described in Section 3, above; and (c) inspecting the Affordable Units to verify that they are being maintained in accordance with Section 9, above. Notwithstanding the foregoing description of Agency's functions, Declarant shall have no claim or right of action against Agency based on any alleged failure to perform such function, except that Declarant may reasonably rely upon Agency's tenant eligibility determination. 10. Declarant Required to Pav Monitoring Fees. At close of escrow, Declarant shall pay Agency a set-up fee of Two Thousand Seven Hundred Thirty Dollars ($2,730.00) which shall be paid by Declarant to Agency within ten (10) days of written demand for the same. Thereafter, in each subsequent year during the term of this Declaration, Declarant shall pay to Agency an annual monitoring fee, in an amount equal to the set-up fee, increased by three percent (3%) cumulative each year. The annual monitoring fee shall be paid to Agency annually within ten (10) days after Agency provides a written invoice for the same. Failure to timely pay such fees shall constitute a material default under the terms and conditions of the Loan Agreement and this Declaration. Both the set-up fee and annual monitoring fee shall be paid to Agency as a consideration for the lending of funds by Agency to Declarant. II. Lease Provisions. Declarant agrees that it will include in all of its leases, and cause its successors in interest to include in all of their leases, the following provision: Lessee agrees, upon written request from the Landlord or the Redevelopment Agency of the City of Chula Vista's ("Agency"), to certify under penalty of perjury the accuracy of all information provided in connection with the examination or reexamination of annual income of the tenant's household. Further, tenant agrees that the annual income and other eligibility requirements are substantial and material obligations of the tenancy and that the tenant will comply promptly with all requests for information with respect to the tenancy from the Landlord and/or Agency. Further, tenant acknowledges that tenant's failure to provide accurate information regarding such requirements (regardless of whether such inaccuracy is intentional or unintentional) or the refusal to comply with the request for information with respect thereto, shall be deemed a violation of this lease provision, and a material breach of the tenancy and shall constitute cause for immediate termination of the tenancy. 12. N on-Discrimination,. (a) Obligation to Refrain from Discrimination. Declarant covenants by and for itself and any successors in interest that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the Property, nor shall Declarant or any person claiming under or through it establish or permit any such practice or practices of discrimination or 6 E:\CLIENTS\CHULA VISTA\LOS VECINQS\FINAL\DECLARATIONDOC 2-68 segregation of any person or group of persons on account of any basis listed in subdivision (a) or (d) of Section 12955 of the Government Code, as those bases are defined in Sections 12926, 12926.1, subdivision (m) and paragraph (1) of subdivision (P) of Section 12955, and Section 12955.2 of the Government Code, with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the Property or the rental, lease sale of the Property and any dwelling unit thereon. The foregoing covenants shall run with the Property. (b) Nondiscrimination Covenants. Declarant shall refrain from restricting the rental, lease and sale of the Property and any dwelling unit thereon on the basis of race, color, creed, religion, sex, sexual orientation, marital status, national origin, ancestry, familial status, source of income or disability of any person. All such deeds, leases or contracts shall contain or be subject to substantially the following nondiscrimination or nonsegregation clauses: (1) Deeds. In deeds "The grantee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through. them, that there shall be no discrimination against or segregation of, any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land herein conveyed, nor shall the grantee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees in the land herein conveyed. The foregoing covenants shall run with the land." (2) Leases. In leases "The lessee herein covenants by and for itself, its successors and assigns, and all persons claiming under or through them, and this lease is made and accepted upon and subject to the following conditions: That there shall be no discrimination against or segregation of any person or group of persons, on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the leasing, subleasing, renting, transferring, use, occupancy, tenure or enjoyment of the land herein leased, nor shall lessee itself, or any person claiming under or through it, establish or permit such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the land herein leased." (3) Contracts. In contracts "There shall be no discrimination against or segregation of any person or group of persons on account of race, color, religion, sex, sexual orientation, disability, medical condition, familial status, source of income, marital status, national origin or ancestry in the sale, lease, sublease, transfer, use, occupancy, tenure or enjoyment of the land, nor shall the transferee itself or any person claiming under or through it, establish or permit any such practice or practices of discrimination or segregation with reference to the selection, location, number, use or occupancy of tenants, lessees, subtenants, sublessees or vendees of the land." 7 E:\CLIENTS\CHULA VISTA\LOS VECINOS\FINAL\DECLARATIONDOC 2-69 13. Successors Bound. Declarant covenants, for itself and its successors and assigns, not to sell, transfer, assign or otherwise dispose of ownership of the Property, without the express written consent of the Agency whose approval shall not be unreasonably withheld, conditioned or delayed, as specified in Section 1.8 of the Loan Agreement. Any prospective purchaser, transferee or assignee shall expressly promise in writing to be bound by all of the provisions hereof, including the covenant in this Section 13 to require successors to expressly assume the obligations herein.- It is expressly acknowledged that the covenants and restrictions set forth herein shall survive any repayment of the Loan. Further, the obligations of Declarant hereunder shall be deemed independent of Declarant's obligations under the Loan; 14. Maximum Rent To Be Collected bv Declarant. In no event, shall all of the rent, including the portion paid by the Eligible Tenant and any other person or entity, collected by Declarant (the "Total Rent") for any rent restricted unit exceed the amount of rent set forth in Table 1. Total Rent includes all payments made by the Eligible Tenant and all subsidies received by Declarant. In the case of persons receiving Section 8 benefits, who are Eligible Tenants, Declarant acknowledges that it shall not accept any subsidy or payment that would cause the Total Rent received for any restricted unit to exceed the maximum rents allowed in Table I, for any Affordable Unit. Should Declarant receive Total Rent in excess of the allowable maximum rent set forth in Table I, Declarant agrees to immediately notify Agency and reimburse Agency for any such overpayment. Acceptance by Declarant or its successors in interest, of Total Rent in excess of the maximum rent set forth in Table I shall constitute a material breach of this Declaration and the Loan Agreement. IS. Cross Default: Construction and Occuoancv Schedule for Affordable Units. A default under the Loan Agreement, including without limitation failure to make the annual Loan payments to Agency referenced in the Loan Agreement, shall be a material default under this Declaration. The Affordable Units shall be constructed and receive fmal inspection approval and shall be occupied by Eligible Tenants in accordance with the timetable set forth in Section 1.24 of the Loan Agreement. Time is of the essence in the construction and occupancy of the Affordable Units 16. Term. This Declaration and the covenants and restrictions contained herein shall be effective upon the completion of the construction of the units and shall remain in full force and effect for a period of fifty-five (55) years from their effective date. Completion of the Affordable Units shall occur upon the filing or the issuance by a building official of the City of Chula Vista of a temporary Certificate of Occupancy for all units at the Property. 17. Enforcement. Declarant expressly agrees and declares that Agency or any successor public agency is a proper party and shall have standing to initiate and pursue any and all actions or proceedings, at law or in equity to enforce the provisions hereof and/or to recover damages for any default hereunder, notwithstanding the fact that such damages or the detriment arising from such default may have actually been suffered by some other person or the public at large. Further, Agency or any successor public agency shall be the proper party to waive, relinquish, release or modify the rights, covenants, obligations or restrictions contained in or arising under this Declaration. 8 E:\CLIENTS\CHULA VISTAILOS VECINOSIFlliALIDECLARATIONDOC 2-70 18. Attornevs' Fees. In the event that any litigation for the enforcement or interpretation of this Declaration, whether an action at law or arbitration or any manner of non-judicial dispute resolution to this Declaration by reason of the breach of any condition or covenant, representation or warranty in this Declaration, or otherwise arising out of this Declaration, the prevailing party in such action shall be entitled to recover from the other reasonable attorneys' fees to be fixed by the court which shall render a judgment, as well as the costs of suit. 19. Severability. In the event that any provision or covenant of this Declaration is held by a court of competent jurisdiction to be invalid or unenforceable, then it shall be severed from the remaining portions of this Declaration which shall remain in full force and effect. 20. Covenants to Run With the Land. The covenants contained herein shall constitute "covenants running with the land", and shall bind the Property and every person having an interest therein during the term of this Declaration. Declarant agrees for itself and its successors that, in the event that, for any reason whatsoever, a court of competent jurisdiction determines that the foregoing covenants do not run with the land, such covenants shall be enforced as equitable servitudes against the Property. 21. Recordation: Waiver and Amendment. This Declaration shall be recorded in the Office of County Recorder of San Diego, California. No provision of this Declaration, or breach of any provision, can be waived except in writing. Waiver of any provision or breach shall not be deemed to be a waiver of any other provision, or of any subsequent breach of the same or other provision. Except as otherwise provided herein, this Declaration may be amended, modified or rescinded only in writing signed by Declarant and the Executive Director of Agency. 22. Remedies. (a) Contract Governed bv Laws of State of California. This Declaration, its performance, and all suits and special proceedings under this Declaration, shall be constituted in accordance with the laws of the State of California and Federal law, to the extent applicable. In any action, special proceeding, or other proceeding that may be brought arising out of, under or because of this Declaration, the laws of the State of California and the United States, to the extent applicable, shall govern to the exclusion of the law of any other forum, without regard to the jurisdiction in which the action or special proceeding may be instituted. (b) Standinll:. Eauitable Remedies: Cumulative Remedies. Declarant expressly agrees and declares that Agency or any successor or public agency shall be the proper party and shall have standing to initiate and pursue any and all actions or proceedings, at law or in equity, to enforce the provisions hereof and/or to recover damages for any default hereunder, notwithstanding the fact that such damages or the detriment arising from such a default may have actually been suffered by some other person or by the public at large. Further, Declarant expressly agrees that receivership, injunctive relief and specific performance are proper pre-trial and/or post-trial remedies hereunder, and that, upon any default, and to assure compliance with this Declaration. Nothing in this subparagraph, and no recovery to Agency, shall restrict or limit the rights or remedies of persons or entities other than Agency, against Declarant in connection with the same or related acts by Declarant. The remedies set forth in this Section are cumulative and not mutually exclusive, except 9 E:\CLIENTS\CHULA VISTAILOS VECINQS\FINAL\DEo..ARATIONDQC 2-71 the extent that their award is specifically determined to be duplicative by final order of a court of competent jurisdiction. (c) Remedies at Law for Breach of Tenant Restrictions. In the event of any material default under Sections I through 21 hereof regarding restrictions on the operation and the transfer of the Property and the expiration of any applicable cure period provided under the Loan Agreement, Agency shall be entitled to, in addition to any and all other remedies available at law or in equity: (i) declare the Loan to be all due and repayable; and (ii) recover compensatory damages. If the default in question involves the collection of rents in excess of the rents permitted hereunder, the amount of such compensatory damages shall be the product of multiplying: (a) the number of months that the default in question has continued until the time of trial by (b) the result of subtracting the rents properly chargeable hereunder for the Affordable Units in question from the amount actually charged for those Affordable Units. Declarant and Agency agree that it would be extremely difficult or impracticable to ascertain the precise amount of actual damages accruing to Agency as a result of such a default and that the foregoing formula is a fair and reasonable method of approximating such damages. Agency shall be entitled to seek and to recover damages in separate actions for successive and separate breaches which may occur. Further, interest shall accrue on the amount of such damages from the date of the breach in question at the rate of ten percent (10%) per annum or the maximum rate than allowed by law, whichever is less. Nothing in this section shall preclude the award of exemplary damages as allowed by law. (d) Expert Witness. Attornevs' Fees. and Costs. The parties agree that the prevailing party in litigation for the breach and/or interpretation and/or enforcement of the terms of this Declaration and/or the Loan Agreement shall be entitled to their expert witness fees, if any, as part of their costs of suit, and reasonable attorneys' fees as may be awarded by the court, pursuant to California Code of Civil Procedure ("CCP") S1033.5 and any other applicable provisions of California law, including, without limitation, the provisions of CCP S998. 23. Mortgagees Protection. No violation or breach of the covenants, conditions, restrictions, provisions or limitations contained in this Declaration shall defeat or render invalid or in any way impair the lien or charge of any permitted deed of trust recorded on the Property provided, however, that any subsequent owner of the Property shall be bound by the covenants, conditions, restrictions, limitations and provisions of this Declaration, whether such owner's title was acquired by foreclosure, deed in lieu of foreclosure, trustee's sale or otherwise. 24. Agencv's Approval ofPropertv Manager. At all times that this Declaration is in force and effect, and Agency has served a thirty (30) day written notice of deficiencies in the property management for the Property which do not conform to the standards of property management of a professional property manager operating similar properties in San Diego County and which deficiencies have not been rectified by Declarant, within the thirty (30) day period (unless such deficiency is not reasonably capable of being cured within such thirty (30) day period, then such reasonable amount of time as is needed not to exceed ninety (90) days, provided Declarant commences cure within such thirty (30) day period and continues to diligently pursue cure), then, Agency shall have the right, in its reasonable discretion, and upon thirty (30) days written notice: (i) to require the retention of a professional property management firm to manage the Property; (ii) to approve, in advance and in writing, the retention of any such property management firm, including 10 E:\CLIENTS\CHULA VISTA\LOS VECINOS\FrnAL\DECLARATION.DOC 2-72 the terms of the contract governing such retention; and (iii) to require Declarant to terminate any such property management fIrm, provided that such termination shall comply with the termination provisions of the management contract in question. Declarant shall cooperate with Agency to effectuate Agency's rights. 25. Section 42 of the Internal Revenue Code (a) Section 42(h)(6)(E)(ii) of the Internal Revenue Code does not permit the eviction or termination of tenancy (other than for good cause) of an existing tenant of any low-income unit or any increase in the gross rent with respect to such unit not otherwise permitted under Section 42 for three (3) years after the date the Property is acquired by foreclosure or deed in lieu of foreclosure. (b) Notwithstanding anything to the contrary contained herein or in the Loan Agreement or any of the Loan Documents, Agency acknowledges that pursuant to Section 42 of the Internal Revenue Code, the Property will be subject to a regulatory agreement by and between Declarant and the California Tax Credit Application Committee (the "TCAC Regulatory Agreement"). Agency further acknowledges and agrees that the terms and conditions of the TCAC Regulatory Agreement may impose rental restrictions that are more strict than the restrictions set forth herein, and compliance by Declarant of any such stricter rental restrictions set forth in the TCAC Regulatory Agreement shall not constitute a default hereunder or under the Loan Agreement or any of the documents executed by Declarant in conjunction therewith. 26. No Conversion to Condominiums. Declarant agrees during the term ofthis Declaration, that Declarant shall not, and shall not allow any other person to, cause all or any portion of the Property to be converted to condominiums or to otherwise allow a condorninium map or condorninium plan to be recorded or filed against all or any portion of the Property. Declarant further agrees that the conversion of all or any portion of the Property to condominiums and/or the recordation or filing of a condominium map or condominium plan against all or any portion of the Property during the term of this Declaration, shall be a breach of this Declaration, the Loan Agreement, the Agency Note, as defIned in the Loan Agreement, and the Trust Deed, entitling the Agency to immediately exercise any and all of its rights and remedies under this Declaration, the Loan Agreement, the Agency Note and the Trust Deed, including without limitation acceleration of the Agency Note and foreclosure under the Trust Deed. 27. Noticing Requirements Prior to Termination. Prior to termination of this Declaration, Declarant shall comply with any and all noticing requirements required under any applicable laws or regulations, including without limitation, the requirements of California Government Code Sections 65863.10 and 65863.1 1. 28. Incentives. Government Code Section 65915 requires that cities and counties provide a developer of a housing development which meets the requirements defined in subsection 659l5(b) with a density bonus, and offer at least one additional concession or incentive to assist with the feasibility of the affordable housing project. Declarant hereby acknowledges receipt of at least one additional concession or incentive. 11 E:\CLIENTS\CHULA VlSTA\LOS VECINOSIFINAL\DECLARATION.DOC 2-73 29. Sil!Ilature Authority, All individuals signing this Declaration for a party which is a corporation, a partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Agency that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. Declarant: Los Vecinos, L.P., a California limited partnership By: Wakeland Los Vecinos, LLC a California limited liability company Its: Managing General Partner By: Wakeland Housing and Development Corporation, a California nonprofit public benefit corporation Its: Maj,er and Member By: /( f2.(A~ ;;L~ Kenneth L. Sauder President and CEO Agency: Redevelopment Agency of the City of Chula Vista By: David Garcia, Executive Director Approved as to form: By: Ann Moore, City Attorney 12 E:\CLIENTS\CHULA VISTA\LOS VECINOS\FlNAL\OECLARATJON.DQC 2-74 Exhibit "E" Statement of Insurance Requirements 38 E:\CLlENTS\Chula Vista\Los Vecinos\Fina1\Construction & Permanent Loan.doc 2-75 STATEMENT OF INSURANCE REQUIREMENTS (Including All Successors and Assigns of Borrower) Borrower acknowledges the receipt of these insurance requirements and agrees to maintain in full force and effect, the following policies during the term of the Redevelopment Agency of the City ofChula Vista's ("Agency") loan at Borrower's sole cost and expense. All insurance policies shall contain a provision requiring thirty (30) days advance written notice to the Agency of cancellation. Borrower agrees to maintain the following insurance coverages: 1. Reauired Insurance. To at all times provide, maintain and keep in force at Borrower's sole expense the following policies of insurance: (a) Insurance against loss or damage to the Improvements by fire and any of the risks covered by insurance of the type now known as "fire and extended coverage" including endorsement designating Agency as a Loss Payee, in an amount no less than the original amount of the Note plus any senior liens or encumbrances or the full replacement cost of the Improvements, including the cost of debris removal (exclusive of the cost of excavations, foundations and footings below the lowest basement floor), whichever is greater, and with not more than One Thousand Dollars ($1,000.00) deductible from the loss payable for any casualty. Notwithstanding the foregoing or anything to the contrary contained in the Construction and Permanent Financing Loan Agreement ("Agreement"), during the period of time from the loan closing through completion of construction of the Project, Borrower's obligation to provide the insurance described in this Section I(a) may be satisfied by a builder's risk policy in the amount of not less than ($~, provided a certificate of insurance acceptable to Agency and naming the Agency and the City of Chula Vista as additional insureds with primary coverage, is filed with Agency prior to closing of the Agency Loan. The policies of insurance carried in accordance with this subparagraph (a) shall contain the "Replacement Cost Endorsements"; (b) Business interruption insurance and/or loss of"rentaI value" insurance in such amounts as are satisfactory to Agency; (c) Comprehensive general public liability insurance, including coverage for elevators and escalators, ifany, on the Property, and coverage for non-owned automobiles, insuring against claims for "personal injury", including, without limitation, bodily injury, death or property damage occurring on, in or about the Property and the adjoining streets, sidewalks and passageways, such insurance to afford immediate minimum protection to a limit of not less than a project specific Two Million Dollars ($2,000,000.00) Per Occurrence, Combined Single Limit with Four Million Dollar ($4,000,000) Aggregate Limit, with respect to personal injury or death to anyone or more persons or damage to property (as that amount may be increased from time to time by Agency in its reasonable discretion). General Liability policy must endorse and designate Agency as an Additional Insured. Liability Additional Insured Endorsement must be primary, must not exclude Completed Operations, and must be endorsed to include a Ten (10) year extended reporting period; I E:\CLlENTS\Chula Vista\Los Vecinos\Final\Insurance.doc 2-76 (d). Workers' compensation insurance (including employer's liability insurance, if requested by Agency) for all employees of Borrower engaged on or with respect to the Property in such amount as is reasonably satisfactory to Agency, or if such limits are established by law, in such amounts; (e) During the course of any construction or repair of Improvements on the Property, builder's completed value risk insurance against "all risks of physical loss" , including collapse and transit coverage, during construction of such Improvements, with deductibles not to exceed Ten Thousand Dollars ($10,000.00), in non-reporting form, covering the total value of work performed and equipment, supplies and materials furnished. Agency to be endorsed as a Loss Payee. Said policy of insurance shall contain the "permission to occupy upon completion of work or occupancy" endorsement; (f) Boiler and machinery insurance covering pressure vessels, air tanks, boilers, machinery, pressure piping, heating, air conditioning, and elevator equipment and escalator equipment provided the Improvements contain equipment of such nature, and insurance against loss of occupancy or use arising from breakdown of any of the items referred to in this subparagraph (f), in such amounts as are reasonably satisfactory to Agency; (g) Insurance against flood damage, including surface waters, if the Property is located in an area considered a flood risk by the United State Department of Housing and Urban Development; (h) Insurance against loss or damage to the Personal Property by fire and other risks covered by insurance of the type now known as "fire and extended coverage." Notwithstanding the foregoing, the insurance coverage described in this Section 1 (h) is not required to be a separate policy of insurance, provided such risks are insured by one or more policies of insurance obtained by Borrower; and (i) Such other insurance (including, but not limited to, earthquake insurance), and in such amounts, as may from time to time be required by Agency against the same or other hazards, provided such additional insurance is available at commercially reasonable rates. G) Pollution Liability insurance - project specific limits (k) Excess Liability Insurance (1) Professional Liability / E&O (design professionals, etc) - project specific limits All policies of insurance required by the terms of the Deed of Trust shall contain an endorsement or agreement by the insurer that any loss shall be payable in accordance with the terms of such policy, notwithstanding any act or negligence of Borrower which might otherwise result in forfeiture of said insurance, and the further agreement of the insurer waiving all rights of setoff, counterclaim or deductions against Borrower. E:\CLIENTS\Chula Vista\Los Vecmos\FinaI\Insurance.doc 2 2-77 2. Deliverv of Policies. Pavment of Premiums. All policies of insurance shall be issued by companies admitted to issue insurance policies in the State of California, and rated A V or better by AM Best, and in amounts in each company satisfactory to Agency. All policies of insurance shaH have attached thereto a lender's loss payable endorsement for the benefit of the holder of the first priority deeds of trust on the property and improvements, and then for the benefit of Agency in form satisfactory to Agency. Borrower shall furnish Agency with an original copy of all policies of required insurance. At least thirty (30) days prior to the expiration of each such policy, Borrower shall furnish Agency with evidence satisfactory to Agency of the payment of premium and the re- issuance of a policy continuing insurance in force as required by the Deed of Trust. All such policies shall contain a provision that such policies will not be canceled or materially amended, which terms shaH include any reduction in the scope of limits of coverage, without at least thirty (30) days prior written notice to Agency. In the event Borrower fails to provide the policies of insurance required by the Deed of Trust, Agency may procure such insurance or single-interest insurance for such risks covering Agency's interest, and Borrower will pay all premiums thereon promptly upon demand by Agency, and until such payment is made by Borrower the amount of all such premiums, together with interest thereon at the rate often percent (10%) per annum or the maximum rate aHowed by law, whichever is less. In the event any lender, who has a secured interest in the Property, requires additional insurance and/or insurance with greater coverages than that required by this Statement oflnsurance Requirements, Borrower agrees to provide to and name the Agency on such policies providing greater and additional coverages. Borrower, by execution of this Statement of Insurance Requirements, agrees to provide the required insurance during the term of the loan and to require all successors in interest to agree to provide such coverages for the benefit of the Agency. Borrower acknowledges that performance of the covenants contained herein are a material inducement to making the loan to Borrower. 3. Silmature Authoritv. All individuals signing this Statement ofInsurance Requirements for a party which is a corporation, limited liability company, partnership or other legal entity, or signing under a power of attorney, or as a trustee, guardian, conservator, or in any other legal capacity, covenant to the Agency that they have the necessary capacity and authority to act for, sign and bind the respective entity or principal on whose behalf they are signing. Executed this _ day of ,2008. Borrower: Los Vecinos, L.P., a California limited partnership By: Wakeland Los Vecinos, LLC, a California limited liability company Its: Managing General Partner By: Wakeland Housing and Development Corporation, a California nonprofit public benefit corporation Its: Mj~r and Mem~ BY:/~-:/ r~ ~enneth L. Sauder, President and CEO 3 E:\CLIENTS\Chula Vista\Los Vecinos\Final\Insurance.doc 2-78 Attachment 3 a ~~ Housing Disclosure Statement Pursuant to Council Policy 1001-01, prior to any action upon matters that will require discretionary action by the Council, Planning Commission and all other official bodies of the City, a statement of disclosure of certain ownership of financial interests, payments, or campaign contributions for a City of Chula Vista election must be filed. The following information must be disclosed: 1. List the names of all persons having a financial interest in the proj ect that is the subject of the application or the contract. e.g., owner, applicant, contractor, subcontractor, material supplier. Los Vecinos. LP (owner, lendee) Wakeland Los Vecinos, LLC (general partner, above) Wakeland HOusing and Development Corp. 2. If any person* identified pursuant to (I) above is a corporation or partnership, list the names of all individuals with a $2000 investment in the business (corporation/partnership) entity. N/A 3. If any person* identified pursuant to (I) above is a non-profit organization or trust, list the names of any person serving as director of the non-profit organization or as trustee or beneficiary or trustor of the trust. See attached list of board members 4. Please identify every person, including any agents, employees, consultants, or independent contractors you have assigned to represent you before the City in this matter. Kenneth L. Sauder Robert Henderson Barry Getzel Sylvia Martinez 2-79 . .,&""", Housing Disclosure Statement -Page 2 5. Has any person* associated with this contract had any financial dealings with an official** of the City ofChula Vista as it relates to this contract within the past 12 months? Yes_ No~ If Yes, briefly describe the nature of the financial interest the official** may have in this contract. 6. Have you made a contribution of more than $250 within the past twelve (12) months to a current member of the Chula Vista City Council? No~ Yes_ If yes, which Council member? 7. Have you provided more than $340 (or an item of equivalent value) to an official** of the City ofChula Vista in the past twelve (12) months? (This includes being a source of income, money to retire a legal debt, gift, loan, etc.) Yes NoX-- If Yes, which official** and what was the nature ofitem provided? Date: 12/14/07 J/~~u.-dt d C--.. ~ature of Contractor IApp lie ant -- Kennth L. Sauder, President/CEO Print or type name of Contractorl Applicant * Person is defmed as: any individual, firm, co-partnership, joint venture, association, social club, fraternal organization, corporation, estate, trust, receiver, syndicate, any other county, city, municipality, district, or other political subdivision, -or any other group or combination acting as a unit ** Official includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member of a board, commission, or committee of the City, employee, or staff members. 2-80 WAKELAND HOUSING AND DEVELOPMENT BOARD OF DIRECTORS Loren Adams Board Member Vice Pres of OperationslDevelopment at Intracorp 600 B Street, Suite 2000 San Diego, CA 92101 Ph. # (619) 544-6963 Robert "Buddy"Bohrer Board Member HG Fenton Company 7577 Mission Valley Road Suite 200 San Diego, CA 92108 Ph. # (619) 400-0139 Lina Ericsson Officer - Chairperson Luce Forward Hamilton & Scripps 600 West Broadway, Suite 2600 San Diego, CA 92101 Ph. # (619) 533-7360 Craig Fukuyama Board Secretary The Fukuyama Company 7327 Cuvier Street La Jolla, CA 92037 Ph. # (619) 743-8800 Glen Googins Board Member Attorney at Law 344 F Street, Suite 100 Chula Vista, CA 91910 Ph # (619) 426-4409 Larry Nuffer Board Member 11793 Lake Grove Ct. San Diego, CA 92131 Ph. # (858) 442-0091 Doug Perkins Board Member President Pacific Gateway Group. 5703 Oberlin Dr, Suite 209 San Diego, CA 92121 Ph. # (619) 234-3491 Art Rivera Board Member Vice President - Corporate Affairs Manager, Washington Mutual 707 Broadway, 15th Floor San Diego, CA 92101 Ph. # (619) 687-0202 Lee Winslett Officer -Treasurer Vice President of Wells Fargo Bank Community Lending Division 401 B Street, Suite 304A San Diego, CA 92101 Ph. # (619) 699-3037 2-81 RDA RESOLUTION NO. 2008- 1 R ~~~Ft) RESOLUTION OF THE CHULA VISTA REDEVELOPMEJ AGENCY: [A] APPROPRIATING $5,570,000 FRulVl REDEVELOPMENT AGENCY LOW AND MODERATE INCOME HOUSING FUNDS FOR FINANCIAL ASSISTANCE FOR THE DEVELOPMENT OF LOS VECINOS; AND [B] AUTHORIZING THE EXECUTIVE DIRECTOR TO EXECUTE A LOAN AGREEMENT BY AND BETWEEN THE CHULA VISTA REDEVELOPMENT AGENCY AND LOS VECINOS, L.P AND ALL OTHER IMPLEMENTING AGREEMENTS AND DOCUMENTS WHEREAS, pursuant to California Government Code Section 65915, the City Council of the City of Chula Vista by ordinance granted density bonus concessions and incentives for the multi-family Los Vecinos apartment complex in exchange for the development of 42 residential units, which would be restricted for a period of 55 years for occupancy by very low and low income families; and WHEREAS, California Health and Safety Code Sections 33334.2 and 33334.6 authorize and direct the Redevelopment Agency of the City of Chula Vista [Agency] to expend a certain percentage of all taxes, which are allocated to the Agency pursuant to Section 33670, for the purposes of increasing, improving and preserving the community's supply of low and moderate income housing available at affordable housing cost to persons and families of low- and moderate-income, lower income, and very low income; and WHEREAS, pursuant to applicable law the Agency has established a Low and Moderate Income Housing Fund [Housing Fund]; and WHEREAS, pursuant to Health and Safety Code section 33334.2(e), in carrying out its affordable housing activities, the Agency is authorized to provide subsidies to or for the benefit of very low income and lower income households, or persons and families of low or moderate income, to the extent those households cannot obtain housing at affordable costs on the open market, and to provide financial assistance for the construction and rehabilitation of housing which will be made available at an affordable housing cost to such persons; and WHEREAS, pursuant to Section 33413(b), the Agency is required to ensure that at least 15 percent of all new and substantially rehabilitated dwelling units developed within a project area under the jurisdiction of the Agency by private or public entities or persons other than the Agency shall be available at affordable housing cost to persons and families of low or moderate income; and WHEREAS, the Developer proposes to construct an affordable rental housing development targeting predominately extremely low and very low households at 50 percent or less of the Area Median Income [AMI] to be located at 1501 Broadway within the Merged Chula Vista Project Area [Project]; and J;\Attomey\RESO\REDEVELOPMENT\Los Veeinos Final_02-05-08.doc 2-82 RDA Resolution No. 2008- Page 2 WHEREAS, in order to carry out and implement the Redevelopment Plan for the Agency's redevelopment projects and the affordable housing requirements and goals thereof, Agency proposes to enter into an Agency Loan Agreement [Loan Agreement] with the Developer's limited partnership, Los Vecinos, L.P., pursuant to which the Agency would make a loan to Los Vecinos, L.P., and the Developer would agree to develop the Project for occupancy of all apartment units in the Project to very low and lower income households and rent those units at an affordable housing cost; and WHEREAS, the Agency Loan will leverage the investment of the Agency by obtaining additional financing for the construction and operation of the Project through such resources as "9% Tax Credits" to be generated by the Project; and WHEREAS, the Project is located within the Agency's Merged Chula Vista Redevelopment Project Area and development and operation of the Project pursuant to the Agency Agreement would benefit the Agency's redevelopment project areas by providing affordable housing for persons who currently live and work within those redevelopment project areas; and WHEREAS, the Project has incurred legal, architectural, engineering costs and other salaries, wages, and costs directly related to the planning and execution of the project, which are allowed under Health and Safety Code section 33334.3( e )(2) as project costs; and WHEREAS, the Agency has adopted an Implementation Plan pursuant to Health and Safety Code section 33490, which sets forth the objective of providing housing to satisfY the needs and desires of various age, income and ethnic groups of the community, and which specifically provides for the new construction of rental housing units through Agency assistance; and WHEREAS, the Agency Loan Agreement furthers the goals of the Agency to facilitate the creation of affordable housing that will serve the residents of the neighborhood and the City as set forth in the Implementation Plan; and WHEREAS, the Agency has duly considered all terms and conditions of the proposed Loan Agreement and believes that this Agreement is in the best interests of the Agency and the health, safety, and welfare of its residents, and in accord with the public purposes and provisions of applicable State and local law requirements. NOW, THEREFORE, THE CHULA VISTA REDEVELOPMENT AGENCY DOES RESOLVE AS FOLLOWS: Section 1. The Chula Vista Redevelopment Agency hereby finds that the use of funds from the Agency's Low and Moderate Income Housing Fund pursuant to the Loan Agreement for the development of an affordable rental housing project located at 1501 Broadway, will benefit the Agency's redevelopment project areas for the reasons set forth above. J:\Altomey\RESO\REDEVELOPMENT\Los V=cinos Final_02-05-08.doc 2-83 RDA Resolution No. 2008- Page 3 Section 2. The Chula Vista Redevelopment Agency does hereby: [A] establish a new non-CIP project - "Los Vecinos Project" and amend the FY 2008 Low and Moderate Income Housing Budget to appropriate $5,570,000 from the available fund balance for financial assistance for the development of Los Vecinos costs, including $90,000 for costs directly related to the planning and execution of the project, and [B] authorize the Agency Executive Director/City Manager or his designee to execute the Loan Agreement by and between the Chula Vista Redevelopment Agency and Los Vecinos, L.P., and all other implementing agreements and documents, subject to such revisions as may be made reviewed and approved by the Agency/City Attorney. BE IT FURTHER RESOLVED, that the Chula Vista Redevelopment Agency, has made their recommendations, as herein contained, after considering all evidence and testimony presented at its public meeting and is hereby incorporated into the record. Eric C. Crockett Assistant Director Presented by: J:lA.ttomey\RESO\REDEVELOPMENTlLos Vccinos Final_02-0S.08.doc 2-84 CITY COUNCIL & REDEVELOPMENT AGENCY AGENDA STATEMENT: ~\ff:. CITVOF .~C~ FEBRUARY 5, 2008, Item~ SUBMITTED BY: REVIEWED BY: CONSIDERATION OF AUDITED FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2007 DIRECTOR OF FINANC / SURER'l1k., CITY MANAGER ITEM TITLE: 4/5THS VOTE: YES D NO ~ SUMMARY Presented for City Council, Redevelopment Agency and Public Financing Authority information and acceptance are the Audited Financial Statements for the fiscal year ended June 30, 2007, as prepared by the independent audit firm of Moreland and Associates, Inc. The audit reports submitted for the City, Agency and the Authority have received unqualified (clean) opinions :from the independent audit firm. ENVIRONMENTAL REVIEW Not applicable RECOMMENDATION That Council, Agency and the Authority accept the fiscal year 2006/2007 Financial Statements. BOARDS/COMMISSION RECOMMENDATION Not applicable DISCUSSION Pursuant to the City Charter Section 1017, an annual audit is performed of the City's financial records by an independent accounting firm. The reports are included as attachments. The firm of Moreland and Associates, Inc. has examined the general purpose financial statements of the City of Chula Vista, the Redevelopment Agency and the Public Financing Authority and has issued their opinion that those statements "present fairly, in all material respects, the financial position of the City as of June 30, 2007 and the results of its operations and cash flows for the year then ended in conformity with generally accepted accounting principles". The audit did not result in any material adjustments to previously reported year-end figures for the General Fund. The General Fund available fund balance was verified to be $10.4 million as of June 30, 2007, a decrease of approximately $4.5 million :from the prior year ending balance of $14.9 million. This reserve level represents 6.3 percent of the operating budget as compared to the Council policy minimum target level of 8 percent. 3-1 February 5, 2008, Item_ Page 2 of2 In order to form a basis for their opinion, Moreland and Associates, Inc. evaluated the internal control procedures of the City and found no reportable conditions. This was Moreland and Associates second year serving as the City's auditors. The audit firm was very professional and efficient in their work, and provided fresh insight and ideas that were incorporated into City's Consolidated Annual Financial Report (CAFR). DECISION MAKER CONFLICT Staff has reviewed the decision contemplated by this action and has determined that it is not site specific and consequently the 500 foot rule found in California Code of Regulations section I 8704.2(a)(1) is not applicable to this decision. FISCAL IMPACT There is no fiscal impact to the City/Agency/Authority from this action. The contract for audit services totaled $81,000 for the year reported. ATTACHMENTS Attachment I-Fiscal Year 2006/2007 Comprehensive Annual Financial Report Attachment 2- Fiscal Year 2006/2007 Single Audit Report Attachment 3- Fiscal Year 2006/2007 Redevelopment Agency, Basic Financial Statements and Auditor's Report Attachment 4- - Fiscal Year 2006/2007 Public Financing Authority, Basic Financial Statements and Auditor's Report ~ --2 /177/tcf/drtV 1/ Comprehensive Annual Financial Report For The Fiscal Year Ended June 30,2007 Compiled under the direction of Maria Kachadoorian Director of Finance/Treasurer CITY OF CHULA VISTA Comprehensive Annual Financial Report June 30, 2007 TABLE OF CONTENTS INTRODUCTORY SECTION PAGE Letter of Transmittal........ ...................... ................................. ........................... ....................... i Principal Officials..................... .................................... .................................. ....................... xii Organization Chart ................ ........................ ............ ................................................ ...........xiii Certificate of Achievement for Excellence in Financing Reporting - GFOA .................... xiv FINANCIAL SECTION Independent Auditors' Report......... ...... ...... ....... ............... ......... ............ ................ ................. 1 Management's Discussion and Analysis (Unaudited) ............................................................ 3 Basic Financial Statements: Government-Wide Financial Statements: Statement of Net Assets............................................................................................... l7 Statement of Activities............................... ............. ............... ................... ................... l8 Fund Financial Statements: Balance Sheet - Governmental Funds......... ............................................. ...... .............20 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Assets .....................................................................22 Statement of Revenues, Expenditures, and Changes in Fund Balances - Governmental Funds....................................................................24 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances to the Statement of Activities..................................................... 26 Statement of Net Assets - Proprietary Funds.............................................................. 28 Statement of Revenues, Expenses and Changes in Net Assets - Proprietary Funds ..........................................................................29 Statement of Cash Flows - Proprietary Funds ............................................................30 Statement of Net Assets - Fiduciary Funds ................................................................ 32 Notes to the Financial Statements ....................................................................................33 Required Supplementary Information (Unaudited) PERS Schedule of Funding Progress.... .......... ..... ............... .......... ........ ......77 General Fund- Budgetary Comparison Schedule.................... ...................... .78 Sewer Special Revenue Fund - Budgetary Comparison Schedule................. ....... ..80 Note to Required Supplementary Information.................................................................8l CITY OF CHULA VISTA Comprehensive Annual Financial Report (Continued) June 30, 2007 TABLE OF CONTENTS PAGE SupplementaJy Information: Major Funds BudgetaJy Comparison Schedules: RDA Debt Service Fund - BudgetaJy Comparison Schedule .........................................84 City Debt Service Fund - BudgetaJy Comparison Schedule........................................... 85 Nonmajor Funds: Combining Balance Sheet - Nonmajor Governmental Funds......................................... 90 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Governmental Funds ................................................96 Transportation Grants Special Revenue Fund - Budgetary Comparison Schedule ......102 Parking Meter Special Revenue Fund - BudgetaJy Comparison Schedule. . . . .. . . .. .... 103 Traffic Safety Special Revenue Fund - BudgetaJy Comparison Schedule...............I 04 Town Centre I Special Revenue Fund - BudgetaJy Comparison Schedule.................. 105 Open Space Districts Special Revenue Fund - BudgetaJy Comparison Schedule ..............................................................................106 Housing Programs Special Revenue Fund - BudgetaJy Comparison Schedule... ......107 Sundry Grants Special Revenue Fund - BudgetaJy Comparison Schedule......... .....I 08 Traffic Signals Special Revenue Fund - Budgetary Comparison Schedule......... ....109 Redevelopment Agency Special Revenue Fund - BudgetaJy Comparison Schedule ..110 Transportation Sales Tax Special Revenue Fund - Budgetary Comparison Schedule. III Public Financing Authority Debt Service Fund - BudgetaJy Comparison Schedule ...112 1994 POB Debt Service Fund - BudgetaJy Comparison Schedule............................... 113 Notes Payable Debt Service Fund- BudgetaJy Comparison Schedule .............................114 SD County Regional Comm System Debt Service Fund- BudgetaJy Comparison Schedule ..............................................................................115 Internal Service Funds: Combining Statement of Net Assets ..............................................................................118 Combining Statement of Activities and Changes in Net Assets ..............................................................................................................119 Combining Statement of Cash Flows............................................................................. 120 Fiduciary Funds: Statement of Changes in Fiduciary Net Assets -Agency Funds ..................................124 STATISTICAL SECTiON (Unaudited) Financial Trends: Net Assets by Component - Last Five Fiscal Years ......................................................128 Changes in Net Assets - Last Five Fiscal Years............................................................ 130 Fund Balances of Governmental Funds - Last Five Fiscal Years................................. 134 Changes in Fund Balances of Governmental Funds - Last Five Fiscal Years.............. 136 CITY OF CHULA VISTA Comprehensive Annual Financial Report (Continued) June 30, 2007 TABLE OF CONTENTS PAGE STATISTICAL SECTION (Unaudited) (Continued) Revenue Capacity: Assessed Value and Estimated Actual Value of Taxable Property _ Last Ten Fiscal years.................................................................................................138 Direct and Overlapping Property Tax Rates - Last Ten Fiscal years.................................................................................................140 Principal Property Taxpayers - Current and Nine Years Ago....................................... 142 Property Tax Levies and Collections -Last Ten Fiscal Years...................................... 143 Debt Capacity: Ratios of Outstanding Debt by Type - Last Ten Fiscal Years ......................................145 Ratio of General Bonded Debt Outstanding - Last Ten Fiscal Years........................... 146 Direct and Overlapping Debt.............. ... ... .............................................. ........................ 147 Legal Debt Margin - Last Ten Fiscal Years .................................................................. 148 Pledged-Revenue Coverage - Last Ten Fiscal Years .................................................... 150 Demographic and Economic Information: Demographic and Economic Statistics - Last Ten Calendar Years .............................. 152 Principal Employers - Current and Nine Years Ago .....................................................154 Operating Information: Full-time and Part-time City Employees by Function- Last Ten Fiscal years................................................................................................. 155 Operating Indicators by Function - Last Ten Fiscal Years ........................................... 156 Capital Asset Statistics by Function - Last Ten Fiscal years........................................ 158 INTRODUCTORY SECTION ~Mf? ~._~~~ ~~~ ~.~~~ CITYOf' CHUb\VlSTA FINANCE DEPARTM[;~ft December .18, 2007 TQ thCl Iloll.orJlb~ MjJyor. .J\tell'll~ers oftbeCity Council And Citizens of the City ofCbulaVista, California The .<\+1nual FimmcialRepon (the Report) of tbe City ofCbllla Vista for tile fhca.i year ended June 3u, 2007. is hereby submitted in accordance with. City Charter sect Lon 1017 .ind section 25253 of the Gov<'JJlment Code orlhe State of Caii10ritia The accLlracyMthe d.'tta])resented :md the completeness. and illlmess of tJie presentatiml, incltidil1g all disclosures, are the responsihility oftheCity. TIle Re(..'Ort h'lSbeen preparedin accordance v>ith Generalis Accepted Accounting Principles (GAAP} asptOJUulgated by the Govemmenta! Accol.!Ilti;J,g Stimdards BOlJrd (GASB).. 11 Lsbellcvedthat Ihedata reportedis accurate in <1lt material re,sp<.><:ts, .tha:!. it is presented ilia ffilllUu-)t designed lOtltirly represent the fiMl1cial txlsitionandresu.ltsofopcl'lll.tons oIthe City as mea)uredb~i the I1nuncial activity in its various Funds, andtbmalldisclosures necessary to enab!e the reader to gall maxhnmn uncterstandingofthe City's tinancialaffairs as 00ul1e30, 2007 have been included, TI1e independent auditing fm:n of Moreland and Associates, Inc.. has iSSUed an unqualitied r\:1e.'ln")op.lnh;11l0n tJ;\", City ofChula Vis!.a'sfinandal statements for the year endedlune 30, 2001. 1be independentsllditor's :,eport is located at the front of the tlmmclal SeCtlOl] brthis report. The Report is organized .(l1to two major StlellOO$llS 1011ows: Financial. Section; ThisseCtion im:ludesiheindependent auditors' report the managementdiscllsslon & ;malysh~report, the bllSLC financial statement,> and notes tathese ststemer.ts. followed by Supp1etIlentary. information. Sta1iS!i~l Section: This5eet1(ln cQ11tain$botlJ fim1.lieiaI andnllfJ-lIHancia1 (rend d!tta about the c.ity and its. operations. i :i!1B FOURTHA\lENUE. CHlIlA\1STA. CAUFORi""!I 9191<1' (S,S) 69,'!;{\;;1 '. FA.1((lH9)5lliii-W1l5 ~-f~.e:!,,,,,,,,!,,,",,,,,:'~~~"'W..d!f'! Per GenereHy ACqepred Accounting Prilll'lples, all Statcand Local governments required to com ply wilh GA,SB 34 must pl'epare a Mailagement Di$l)usslclnlmd Analysis (MD&A) report which provides an overview antl3,Il amtl)'"sis!oliCcompany tm: financial statements. This t~lit\al le.t\er is designed to complement tbe MD&A, which islocated immecll3telyfoltowin,g the ltldepeudel'it a.udit,)r's report. AISQ, "''> a recipienl of:federal anJ.1 slate finaneiaJ assistan;;e, the eil)' isrequiredto havca"Sing!e Audit" pedonnedby Qur indepeudenl.audit firnl. The Single Audit was designed to meet the special needs Qffederal grantor agencies. The standard.. gnvcl'ningSingle Audit engagements require that the independent a"ditor report not only .on the fair presentlUionof thefinaneiaJ statements, but also on the audited govemment' s internal controls and eomJ)liancc with legal requiremenr:;,witb special emphasis on Internal controls <lildlegal requirements invot"ing the administration of federal a;\'rttds, These reports are available in the Cil)i'sseparately issued Single Audit Report 'rhe result of the City's Single Audit for the fiscal year ended June 30, 20Q7noted no lllJltedall'ieakne.'tSes in !he framework of internal controls, or signitjC:{lllt vlolatioM cfappiicilble laws and regulations. GOVER.1'1\MENT Chttla Vista Was incOrpUrated in 1911 i and functions under a City Charter with a COllrlcillMatlager form of glwernment The Cily is governl~ by a four member CQunciland a Mayor, who serve four year overlapping terIDS, . and are dected on a citywide basis, The. Cit)' Council appoints the City Manager, City Attorney and City clerk. Municlpalserv tcespl'Ovided include police, fire, parks; recreation, libraries, planning & building, housing programs, street and drainage (;(mstrUctlon &rnaintellIDlce, sewer services, etc. 'tIIE REPORTlNC; EN1'ITY (Activltl6 htthtded iu the Report) The Report Includes all activltiesearried illItbytheCityas a IegaleJ1tity,atidalso lndudestbe actlvities 01' eertllin othe>' entities for which theeit}' Coundl is financialLy accountable as derern11lled llnderthe g,jidelines ofll1eGovertimental Accounting StanClltrds Bo:it~L Although legaUy separateel1tities, these wealled "COmpDProf urtil!;" areumler tl:-e City'$ .uTlibrel111. of acrountability,arid thereJcre,ihelr tmanciaI posilion a.l'jdresl.l!i,~ ofti~ratioils arereflecledin tile Report, ~. cQ<01poncntunit;; included intneReport are: ... . The R;ldeve!opmeotAgency cHile City of Chub Vista The Chula Vista Industrial. De,'elopment Authority The Chula Vista Public FinancingAuthorhy tI ACCOUNTING SYSTElv:rs AND.BI.JDGETARY CONTROL Thcbllliic financial statements arepl'eSented on an ''ecunomic resOUl'l:es" measurementfOCuSilnd theacCtual basis of~l;"ounting, Accordingly,aU orlhe City's. asselS Md JiabilillCS,. including capital assets as well as Infrastructure assets andkmg.lermliabilities, . ateinc1uded. in the accomplluying.Staternent of Net As:rets. The Statement ofActiYities Pftsentscbwges innet assets. Under ~aC('.fUld basis of &C\)Ollllling, tevenues ate recognized in the p,."riodinwhich they are earned while expenses arc teeognlzedh1the period in Which theliabHity isinC1lJTed. An gOVeIllillelital furu!:> area,CCl;JUntl;1d. for on a spending or "c\.llTentfinancialresoutctS" measurement .fu.c4$ .","td the m<XIinedaccnmI basis {If accounting, Accordingly, only current assets and current liabilities are included on me balanoosheeL The StmeitJent of ReYeTIlle5, E:q)(:f',ditureumd Changes in FUlld Balallcespresent increases (tevertueand othti:r financing sources)and d.,'creases (e.xpenditures and other financing uS€> )i11 flercurrelltMSets. tJnder the mod Wed accrual basis ofaccoonting, revenues are recognized in theaccoontillg pe'rioclinwhich they become both measurable .and ,'l;vailablc to.fil)allCe e:wendituresof.the. Cllrrent .perioo, lnadministeringtheCity's (looounting sYste!n$, prlli,ary comrr!1:rationis given to tJleadequacy of.illlernal accounting controls, which include an array of adminislrati ve procedures. Tftese controls are designed. to provide reasonable,. but. not. absolute, assurance regarding the safeguarding ofasser,<; agllil11itloss fu)m unauthorized U5e Dr disposition, asweUas the reliability offinaneiaJ iecQrds b ace~lFll<<: and fairpresenlation {If fillahe.ial reporls" Tbe concept of reasonableasstltance recogni.reslhat the. costofspecitkcontro!sshouid not exceed the benefits likely to be derived fromex.ercising the oontrols, and tbat this evalulltion necessarilyinvo!ves estimates $djudgmentsby management. Ilis believed that the City'sintel:lllil acCOl.llltltlg controlsadequatdy safeguard CityassetsandprovidereasQnable assurance of proper recl)[ding offirnmcialln\nsactiot!s, The City Charter assig,nsthe DirectorofFinanee""iih the responsibility tosupervis;eand be respOlisib]e lbr fuedisbursement MaUntonies and have eolitrQlover aJlexpenditures toellsure thatblldget appmpriatiollsare ll{lt ex~eded. TIie levelofbudgetaty contrpl, tillltis, the level at \vhieh ei>lpendimres are not to exceed O.iUtlcilaWroved approPriations, isest.abliabed by department at the Caleg.lry level. Anellcurnbrance(c{)ll1mitlnetIt) accQuntfugsystem is utilized asa technique to enhance budgetarYC<lntrol during the year, Appn:tp.riatiOllll encumbered (committed)al yt'.aI' end al.lt6matiealIycarry forward and are available to be. used Jorthase. comrnllmenrsduring tIle St\bsequentyeal w'hileuns~l> lu\.en.:ul~ appropriatiollsJapse at year end andbe<;otrl<: genel'aU;y' available for re.appropriatioo thHolbwing year. The City CAJunci! adoptsthefonnalbudgel aHhebeginning of eaQn JiscaJ year and rnayamelidit rhroughQut the year as necessa,)'. .E~dituresmaynot exceed.budgeted figuIesatfuecategol'Y level (Personnel, Sllflplie$ and Setvi<::~, Other Expenses, C..apitiil) by d'1Panment.Fiscal status reports sutmnarizingtbe yearto date Gel1emlFund revenues and expenditures ate presented to theeity ('Quncil ollaqWlrterly basis. -m CiTY :QFCHULAV1STA LOCAL ECUNQMY A.\lD PROSPEL"rSFOR l'HI!: FUTURE The Chy of Chula Vista, lllwrp<Jtated in 19 U, iSllcily of great diveJ;>ity,both geographi{'ldly and demographically. His. a CQrn.tJIJ.!l1ity of many choices andOp~1ffiU1jti~The CitY (,re'nuta Vista is lOCl\tedeigbt miles south oftr'le City of San Piegoands~enmilesnort.h of the Mexico borde(. Chulll Vista's city IjJ:nimcoverapprm;:imateiy50squ.aremiJes,.whichspans from the beautifulshm'eline of San Diego!3ay tothebrcathtaking mountain vie....os intheeastem sectiilll of the city, Chula VistaresidentsenjoyaJ:J the benetlts ofa major dty along \vitltsmall WV.ll friendliness, affurdable hiJusing and near perfect weather. The most recent data available indicates that the medianfllmily Il1Come in Chula Vista 18$64.110. Theelty.ofCb\IUl Vista, with a population .of.!l101'e than 227,723,1$ thesecQnd largest communityipSat) j)iegoCounty, SanpiegoAssociatiOll ofQovemments tSANDAG) projects tl.. .l.l\.t. theCm. ' ofCh...lIla Vistawil! reacbapo. .. p. \llation of "P.PrQ;\dmatel). '. 280,OOObylhe ycar2030. 1JJ.2003, based Ol1POpllllltioneStimate$ rohlased by the Census Bureau, Chub Vista .was identil'iedMilie 7" fastestgr~;ng city in theUrutoo States.. More recent estimates released by tbe Cen.'lUS B\lreauidentij)' Chula Vista as the 28th fastest growing dty""itha population of 100,000,11 rnorefur fueverkxl aUIlly 1; 2004 to July 1,2005 .&ANDAG's Preliminary 2030 Growth Forecastindic.ates thattbe South ({mntysubregio.nwill continue to host asubstartt!al amount of the region's projecterlgrowthover the next 25 yeMS, primarily through new dcvelQpmenl ill meeastem portion. The nmnbetQf residential units built hit.ltn aUtim.ehigh duringcalendaryears 1999-2004, Due to th.esigni ficantsl.oW dov,'lIintheoousing IJlln'ket, those numbers have ckamatiJ:a1lydropped beginning in 100S. The follw<1..'1g gtaphliliows the actw.H muilberofhousing lUIi!s co.inpleted during dw last II calendar years. Residential Building Units Call1ndal," YearS 1997.2007 t~' .""", :';5QO . . ,!r<"" "S .. )"" . ,I,,,,, .t~. "" ~Nf i9$t 1m: ~ .~~ ~ l~ ~. >>>> aooe'Xm: 1..iar iv Tbe,~low down in residential permitl> has been sOlllev.uatoffset by theincrease4 cOmmercial development in thepait year. Commercia! development has brought much needed enrert.'\illluent, r~aur<lfltsand shopping VemJeS to the regkm g~nemtji1gaddjtional sales lax revenues to hell' pay fQrCity services. The health ~.fChula Yista'sooollomy is based on itsdiversificarion. . Rated one ofCalifomia's bestcities iOrbusiness by CallfornlaCEO magazine, the ciryis home t<.'l the Ainedcan eQtpOl'llte headquarters ofDNP Electronics, whk:h alsGhaSmanutacttJril1g OIl site, Hitachi Hon1e Electronics, mMufacfuring facilities suehas Raytheon, and Goodrich as Wt~n as research and developmentfadHties s~h as lheLeviUm facHjtyineastemC:hula Vista, Sates Tiixes,' The City receives I %in sales and use tax fevemu:d'rom all taxabIeretaiI sales occurring within City Jjtllits.Th~e fimds are c~.llected by the State along wiih their Q,5%eomponent of the sales and use iaxand Q,25%designate~ fortraJisportation foutDta!s<l.lest;1xraCe within Sim Diego Counlyof7.75%. Sales auduse tax revenue is the City'ssingIe largestgeneral tundrevenue sQtltce, In Dscal Yellr .lOlli, sales taxes represented 17.&% aftowl general fund revenues. 'I'begrowth in retail operators has made, signifkanrcootributionsto Chula Vista's sales lax base. Over a ten-year period bcrwet.'l1 1998..2007, Chula Vista's sales tax revenues havegro\\<1l approximatety 142% (it! current $)wimlllO$t of thaI groWth Occurring >lfter l1s~ year 1997. Dutil1gtisca! year 20(.17, Chula \lisla'ssales taxreVertl1e experience.dvery hCiJIU,y grD\J.W over the previo).lsfiscaJ year at a rate of? .9%. We anticipate salesta.1l revenues tocontinuegrowil1g over thenc:.:! rew years alth...,ugh ilt a slOWer PJlcethan in ihepast due tilthe slowdown iJ,the ecOMmy because of the openings oftne Otay RanchTown Centre MalJ, tlJeVUlageWalkthat indudesTr<jder Jqe 'sand a Henry 'sMarketand the tOlrtinuedexpansion of the Chula Vista Auto Parkthat currentry includes Ford,CheYrolet, To~'Qta. Dodge, ChryslerandJeepdealerships. The DpeningQf IDclt.!lg allticIpaled State RO(lte 125 in November 1007 is nowprovidlngeasicl' aCCcilS to. Chl.l.la Vista's retail centers and encourage fu:rther commercial development oillie . freeway corridor. v Clrf OF-GHULA ViSTA Sales Tax "RJ;venues FiscalY ell rs 1997.9!lto2006-07 (inn1H[ions) . i.. t9llll..2O<lO 2001 1~ ZQQ3 l1>>l ~ 2007 PrOOef'Ot Tates: Under Statel~.shlce 1979,ptopet1y "Vies for general govel11UJent purposes art lUIlitl:\dlo t % of themarketvalue onIle ptopertyassessed. lnSeprember2007, the median sales pri.;.eof a single farnilyclel~ched home was $435,0(10 .Ill westemChulli Vista and $532,500 in easlettl ChillI.\. Vista, whlch wercd<xreases over the median pticesin 2006 of $545,000 and $614,000 reSPectively. Due to the historic.al illtre;l$e& il1the price of homes in Southern Califoinill.frOrtl 1999~20Q6 cDupled....'illrthe growth oCl:urring inthe eastern sel:tion of the City, pttl]Jerty ilIx revenu(~ have growuat bistQTIcaIlybigh rates over the. past frve years. InJiscal year 2007, property tax ri;Wlmesgtewby20. J %ftom the. previous fiscal year. According tothellwstre~entCQunty of $anDiegu Assessor'sUffice Report, assessed values in Chula Vista haveiIlcreased by 14.22% forfiscnl year 2008. This is the 9th "lmight year that the City has seen dm(ble-digitgrowth in ass<:ssed values. vi PmpcttyTax Rtvenue Fiseal Vea~ 1997-98 to" ZOO6-07 (ill millions) 52<8 $N $2Q $12 $a $4 $a 1SNi 1a91il '2QOO'2001 =, 2~ '21>>1, 2tI* '2006 2001 LOl1f{"Term Financial Plw.J1ing: Long"tenn, tile City is in ag~1Od financial position benefrting from <l vibrant and growing San Diego area economy. The City considersitessential toftmd itsfinlUlcial n:~rves at a level that c<tnenuure a Hmlted economic recession witlltmt unp&:ting service lev;:ls and capital lllai nt'enaru:;eprogtanls. The (:ouJj-ciJ' s General Fund minimum reserve level policy of 8%, which became effective in 1996; was est',thlishedto prudentJyprotect the fiscal solvllncy of the City. ,Resenre$ are imjXlrtllltt rnorder to mitigate the negative impact on revenues from economic f1lilclulUiOllS, to witb$4md Stale budget grabs and to rum! unforesecllcxpenditure requiremenl.$c Howeve.r"the recent do...mturn in the economy had impact<!d weity's devek~pment revenues, sales lax and franchise fees significantly. Although the city took immediate tictionby implementing a hiring freeze and acros.~ the hOilrd cti!sthc teserveshad tQbeuti lized to balance the fiscal year 2007 budget. As a result the, City's GeneralFlmd reserve is now at 6.3%, v.tdel:t is belQW the reserve policy.leve1 of8%., During flSc.'!.lyear;;;Otl7,t-loe Finance Department updated and reissued the Gen.eral Fund Five Year, FUlalldal Forecast report to assess the Genera! Fund's ability QVerlhe nex.t five y",ars to continue e1lfl:el1tsetviee levelS tJased on ai1ticip,'\ted gr<)\"thc The Finance Department ",'ill continue 10 update the five-year fOrecast report,a$projeetiolls are refined, ThisJbrecast \Viii serve as thefoundatiQll for the City's Long Term fmanciaJPlan. whieh is ,m process. The Government Finance Officef$ AS1>OGlation (GFOA) recognizes the I mportance of combining the forecasting of rev~mieS~hd expenditures illto a single t1nancial forecast. TI'le DrOA also recolllmel1<l.s tniiU" gQvernmcnt slloulohavQ a financial pUmning proc~ss Ihatassesses ltmg-term financial itnplicatkms of current and proposedpoIicie., pr()grarns,andasswnptiol1s thllt\ievelop approprilltestnlte,gies to achieve its goals. \1:ij C!TY- or: (::HUU\' V!S't~ CASH MANAGEMENT POLICIES In order to nllL'tlmize investmentleverage, his the City'spl'tl.ctice'ro"pool" available cashtrom all F~lllds fudlWfJstmentpul'pOses [nau:ordanee withtlteadopted ir.vestmel11 pQllcy,avaHable- cash is lnvested\\<ltb the goal of safety, meaningprolectiM ofpdncipal, a5the first priority, ensuring adequate U_Mdil'Yasthe sf)j;Ntd ptlority,and In.v'imh:illg yield l\.$ t!l.e third priority, 1'heaverage yield on the pOOled investmentpol'tfulioduringthefiscal :'earending JundO, 2007 was 4.01%, BllmcreaSe ifilln the prk'll' year yield ofH6% due to ali increasing mterest rate environment RISK MANAGEMENT T11eCily is self-immred fur genera! liability up to $250,000 and worker's compensation up to $5{lO,OOn per claim. As a member of the San Diego' Pooled Insurance Program. Authority (SANnPIPA),.the City is insured for generalliabiIity claill1$betw~en $Z$O,OOO $l\d $2 milllon. InadditiOO, fol' genemlliab!lity clajms between $2 milHi:>J1 and $37nri\liCi1, the City is c~veted by <::xcess lnsura'I\t~ew\'erage obtainedthl'Ol.gh $A.."'.rDPfPA. Forworker'$eOlllpellsation clah'tlS. the City ha, ptttch!l$ed ex;;e$$ in$.tirance for claims excee\ling $250;nOO. The.probableBmOl.iJ1Is oflossas estilllatedbythe City's Risk Manager and Altorney,irIcl1wing anl:lSthnate .of iIWurred-but.n()trepmted losses, have been recllrded as liabilities in the ba~ic fuiartcial statementihThere were ,to re.Qudiolls ili instl.r<!ilce coverage from the prior year ana there were llo.insurallcesett!ements which exceeded covet'&ge. in each ofthe past three years, Addition.al infQm'lll.tion Pl1 the City's risk management activity call Oil found troder note disdosu,e9 to tl1efinancial.st~el1ts. viii , MAJORfNJTIATIVES TlJe('ity completed some maj{}r capital projects duriug ,fiscal year 2007. These projects reflect C.o 1.10 dl '" cont!m.led commitl'l)(mt to lfle reilewa! ofexisting facUities and infrastrUCll)re al'ld to provide theimprovemenls llCl.'essary to respond to growth being experienced by the: City. Established neighborhoods and business atensCOtltinue to benefit from Clll,lla Vis1,a;:; l;ommitmeJ11 to maintailritsinfrasl:r\.1()!l1re. Fiscal year 2005.06 saw ihewIIipf.:tion of eight new parkE, Phase 1 oftheCivicCenl-er renovlltiOnand s.ignifkantimprovements toO existing infraslrijOt:ure, The primary focus in 2007 was. tncomplete col1stntctionofthe CivicCerrter Phase 2 and begitnhe Phase 3 rel10VUnollS. · CivicCl."nter Complex (l'base2) -Renovatinnslothe Public Seriiccs BuHdingwere completed in February 2007. The $12.3 milfioo project involved a totlll makeover ol.theinterior of the btiUdiilg that included the remOVAl and recotUitrnction of the tOnne!' Cit)' C{Illl1cil Chambers area. The EngitlCeringatlcJ Planning &: Building Departments occupy thcPublic Service:; building. One of (!1emajorimprovements: 10 the building is a(;()llsplidal.~ cO~lIlter area that is expec.te(!to-simplifY the process ofdamg business witb . both dt'Partme~ll'i" · Civic Center Complex (.PltllStl3)- Thetenovatibns to the fonner police department facility lil..-ganimrnediately' following the opening of the Public Services building. At aoost of approximately $15.0 million,.thereMvatoo facility will house ,the BUlnar! Resources,. Redeveloptll..nit Agency and. HOusing, Authority, Information Technology Servkes, Qf1}ce ofConSen",ltionaml Environmental Services, somePlal1111ng and Building stjjffllndthe Chula Vista EmpIQ)'ee5Credit Union. Phase 3 is funded by it combinatiOlh1fPcvelopmcnl Impact Fees (93.68%}andthe Gener.u Ftmd (6.32%) and, Was !lot fjJ)~ed through ,a bond issue. In 2007, the City saw the open ing$Qftwo Tlew shopping cenrersand San Diego COUllty's tits! t(ll) road, \vhich is an extensiot1of State Route 125, ' TheOtayRandl Tow'll Center is Lfie thr major shopping and entena!llment ccnterto come 10 the SaIl Diego metropolitan market .in mpre than 20 yeary. FortheSl)lrth 1,3<ly area, it completely redefines the manner in which public gatheting$!;!aces blendwith.f.ishiotmble;fun stores, white- table..,cloth dlningand entert<llllffient. Visitol'swaikcJoW\il.irba!ie, bltStlillg.(}l-~IH~ir,sborrlined sidewalks with on-stre<.,<:parklng, Qutdoorcafes and grand tauntaim" Apel~ftiendly scttiogand adjacent doggie park welcome 4-legged visitors, and '1\ celllWly locat~1 "chalk garden" and POPpet fqutttaintbr ehilWeIimalce this destinlltiollespeplaTlyone'of+kllld. Amonglhe lO(l shops and restaurants tastes aieserved, by Mac}'s, REI, l3l1Oles & Noble, Apple, Sephora and Ix: G1TY()FCIitJt:J\. V1~:t~ W1iite HQuseBlackMarket, to namejust aj\.~v. On rile center's westsidels a specialty fashion aml:service village featuring GHa Rut A ved" Salon aM other l.!Diquefushions and services. To . the u{}rth, AMC 'Theatres' 12scre<:ns will delight film buffs. Epictlreanst.'UlchooseJrom P..F. Chw.g'sChinaBistro, Cheesecake Factor;y, King's Fish Hoose, CaHfomill Pil-za Kitchen .or m311}'on-the"godining options. TIle Village Walk ope\uedinMay 2007 and is~m up$Calcboutique-styJe cOIDrnertial center t.hat is nont" to Trader Joe's, Hemy's Markel, Border's bookstore along wiLlirestaural11sthatinduOe Pat and Oscarsand Trophy's. The Sauth gay Ex:pres$way,isa lO-mile toll- road that opened in 2007. San Diego County's fitsttoU road is a ilOrths6llthtllQl'ollghfare that .. .... .. ...... .... . . ~isects . the ea~l area of !be City, The loll-road i$ Mpe(,;~d to dramatkaUy reduce traffic tongesticm ahdtravel timeS for south i:lllYCQmm4oters. The road w1T1alsoproved a direct link to !he may R~.nch T o....mCentennall and many of the city's01her Sbopping districts. lNOEPENOEl"f'T AUDlT Aniudependenl audit of the City's records is required by section.tO 17 of the City (,'harter and was performed for the year. ended Jl.me 30, 20M by the certitled p\lblicaccountingfinn of Moreland & Associates, Inc. The auditors report on the basic fInancial Sl"tements and.sclledules is included in the Financial Sectiollofthe Report In general, the auditors conclurledth"t the t1nancial statements llnd schedules referred to abovepresJ:'tlt faJrly,i11all material respects, th.e fulancialposition (If the City ofChula Vista as ofJune30,2007, and the results of Itsoper'<Itions and cash flows of itsptoprletary fund types fottheyearthel1ended iru~onfol'inlty with generally accepted 8.CCOltliting principles. the professionalism and knowledge exhibited byMor~land & ASSQCiiltes, Inc. during meir audit \vork isgreat!y apprecIated. AWARD The. Goveml)1entFir~ijfl(;e Officers' Association of the UrJted States and. Canada (OFOA) aW:ilrded a C~j1Gate Qf A<:hi<:ivernent for Excellencein financialRepNting to the City ofChula Vista forits comprehensiw annUlI! fu1ancialreportforthcfiscalyearendedJune 30, 2006. !n order to beawllrdeda CertfficateofAchievement, a government fllUlo'tpublish an easily readable !lTldefficiently orgamzedc;.:lmprehenslve anllual financial report TIlls report musts;:rtisfY both generaliyacceptcdaccolmting principles anda.ppl lcllble kgal.reqllirements, A Certificate ofAch.ievement i$ validfor a period of one year only- We believe that our current e.Qmprehellliive an.n.md financial report c.ontioties to meet tbeCel1ificllte of AChievement f'rograln'sreql.lirementsand we are. submitting it 10 the GFOA t,) !lete.mine il~eljgibi lity fot a.nothercertitka.te, x The .City has ,a[S{) receivoo a :rHs~inguisheq Budge! .!~:iA{al'ci: frQU1 :the.QoverTLL'lleQ.t:Finnn~e Officers Association ortne UnitedStmes al1dCMad~lli.1T lheJiscal yet;tl'S 200i'iand 20l)7budgeL 1r. tlrGer to rccei 'if tl1is budget a\.vard, &taffhadlolUootru>tiOl'mlly recogni<edguidelines tnwWch (1; governments! ullit must pmdtwea budg'C! docUmetltt:1;ltmee!5 pr\)gram <#teriaas a policy ck~ument. 'Operations guic-e~ .Gnandal plan~ andcN:nu1m-I1C2J.rOflS devi:ce~_ 'JJus: a\v~,f(i_ft.,~~$ent1 a significant achievement {lfid retki."1s tbe City', commi!1llenUo meetrne highest principles of go Ye.'"Dlllemlll budg"lli1g, SimiJarly;the City received the California Society ;.)fMulllcipa1 Officers (CS.lVlFO) BxceHenl::e A"''2rd in Blldgetiug for tiw Ope,n1tingBudget fbrflSCal yeats 2006 a.ld 2007. Thebudge! !lv,'ardspragramVr1l.s designeJ to rewgrJzeagencies tlh'1t prepare theiroudget dc.cutnel1!sto ll1~t ahig!11e,'el ofcdtetiain the quality of budget deeumentaii01L ACk~O"'Lli:DGMENTS Pre.paration of the Report and moreimportantr;, maintainingtbe City's &:COunting records in a manner SUftiCif,11t to e;'Imrhe at1;lr~entiQned auditors opiniQn is only al'1<;{Hnplished wHh the" continuous .::ol1certed cfthrtQf Qach <md everystaffmernber in the Finance DepartnlCtlt.Assuct", Iexp.r~nny .incer'~appreciallon lbrllieir dedicated ser.-i<:e, [would also lib'"!" th~'1k the City Council for their c{Jl'ltimled stlJ:+x>rt in aChieving excellence in fmandai mauagement. Respectfully, ! tli. /J/}. ..,n. ,- -.' - f/~" L ".Jt' I'~ \.....1 ,Jr~:'):~ r\t..t~~}~ Maria Kachadoorian, CPA, MPA Director ofFinlIDce/Trea~<.1rer .xi. CITY OF CHlJLA VIS'''' CityofChula Vista Lh~t of City OffiCiate June 30, ;2007 City Council .~J t- 'dlt " ....... StlWh.,mC. Padilla Mayor Jerry Rindone Deputy Mayor Steve Castaneda. CouncJlmember John McCann Councilmen1ber Rudy RamirezCouncUinember Administration -,- DavidGarcia City Manager Soott Tullocn Ac;tlngAsslstant City Manager DaVid Palmer AssiS~nfCftyManager Ann Moore City Attorney Susan Bigelow CityClerll: Oepartnlent Heads EdwardVaneeno.o Director of Budget & Analysis Ann Hix Acting Director Of CommunltyDevelopment !\4aria Kachadoorian Director of Financerrreasurer DouglasPerry Fire Chief Jack Griffin Director of Genl':!tal SeNites Marcia Raskin Director aT Human Resources David Palmer Dit€lctor.ofUprary Louie VlgnapianoDirector aT Information Technology Services, Daniel D. l3eintema DirectDt of NaMe Center Jim Sandoval Director of Planning & Buikling Richard Emersan Chief of Police Dalte Byers Director of Public Works BUCk Martin Director of Recreation xii , CJty Affilmey I AsS!. Citv Mngr. Gomm.my 'S<!ii'iices I I~.. : L-~ I ~ qklzeh .4\.d\Fi~$'(JlY L Boatds ~ , Inlo<m_ """ TeChnQiQg~ . S......... Nat\n:Cenhu ~,\ff?. 2"~'-t .~.~.~ atvQf 'CHULAVlSTA ORGANIZATION CHART CITIZENS OF CHl1LAVISTA MaYClr City Council Ea>..'Wmie L~t 011;0", I.... C.f~eo,~~~OfY:.' Comtl'lis:alon:s, , City Manager G~vemrnent R<ll<li_U""",,, IF$oooe' ! .~ ""''''' Olli<:e of Budget J"'l"-'.a!Y'ls 1 Oilico..Q/ com~ :ilii C"""""",It'f O....oi>me'nt ], _ r ! c"""",,: &o.wce. I t ". ! ~ ~ _P~~'a"d '8<JiIdfrlg Cily Cieri( AsStCiI~Mrigr. O~!o~. -~.a < , ; I 111 ~mp.g , I i Oll\I"~f~:& --,,.. .-. flub&.WOrk$- operat!~_~_T~J Certificate of Achievement for Excellence in Financial Reporting Pre$enied .10 CityQf Chula Vista California F()f its Comprehensive Aonllill Financial Report ror tl::e FlSCal Year Ended June 30, 2006 .1,. ~ Qf~~t.wr lJ,(~Uence>ml'~iaJ R~lip~by.\h<l(Wv~t~~o~ A$;l~l ",\h<lQrttte<iS"""'- and Canada 10 g(>v~-.t~~..P\lbllc~k1:y",,~nt &ys__ Wh<lse~ ~ftnanoiol repar!li{CA."t<..} ""Move tho highost iI1l.."".rm.in ~ :i:ccouDthg and fi"i""';.lrcpolw:g. ~ ~. .C?x President ~.tf'~ Executive Director xiv FINANCIAL SECTION This page has been left blank intentionally. Moreland & ,W(J,j()('(,u!mJ /J'n,e. 1. CERTIFIED F'UBlIC ACCOUNTANTS 1201 DOVE STREET. SUITE 680 NEWPORT BEACH, CAUFORNIA 92660 570 RANCHEROS DRIVE. SUITE 260 S,ll,N MARCOS, CA 92069 m~HONE (949) 221-0025 December 18, 2007 The Honorable City Council of the City ofChula Vista, California Indeoendent Auditors' Reoort We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Chula Vista, California, as of and for the year ended June 30, 2007, which collectively comprise the City's basic financial statements as listed in the table of contents. These financial statements are the responsibility of the City of Chula Vista's management. Our responsibility is to express opinions on these financial statements based on our audit We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing: Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinions. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Chula Vista, California, as of June 30, 2007, and the respective changes in financial position and cash flows, where applicable, thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditinl! Standards, we have also issued our report dated December 18, 2007 on our consideration of the City of Chula Vista's internal control over financial reporting and our tests of its compliance with certain provisions of laws, regulations, contracts, grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditinl! Standards and should be considered in assessing the results of our audit. 1 The management's discussion and analysis and other required supplementary information identified in the accompanying table of contents are not a required part of the basic financial statements but are supplementary information required by the Governmental Accounting Standards Board. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The accompanying introductory section the major fund budgetary comparison schedules and the combining and individual nonmajor fund financial statements and schedules listed as supplementary information in the table of contents, and statistical section are presented for purposes of additional analysis and are not a required part of the basic fmancial statements. The major fund budgetary comparison schedules and the combining and individual nonmajor fund financial statements and schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects, in relation to the basic fmandal statements taken as a whole. The introductory section and statistical section have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we express no opinion on them. ~~~~;'~~AC. 2 MANAGEMENT AND DISCUSSION ANALYSIS This page has been left blank intentionally. MANAGEMENT'S DISCUSSION AND ANALYSIS Management of the City of Chula Vista (the "City") provides this Management Discussion and Analysis of the City's Comprehensive Annual Financial Report (CAFR) for readers of the City's financial statements. This narrative overview and analysis of the financial activities of the City is for the fiscal year ended June 30, 2007. We encourage readers to consider this information in conjunction with the additional information that is furnished in the letter of transmittal, which can be found preceding this narrative, and with the City's financial statements, which follow. Financial Highlights - Primary Government Government-Wide Highlights: Net Assets - The assets of the City exceeded its liabilities at fiscal year ending June 30, 2007 by $916.6 million. Of this amount, $126.4 million was reported as "unrestricted net assets" and may be used to meet the government's ongoing obligations to citizens and creditors. Changes in Net Assets - The City's total net assets increased by $75.7 million in fiscal year 2007. Net assets of governmental activities increased by $76.7 million, while net assets of the business type activities decreased by $1.0 million. Fund Highlights: Governmental FundI. -Fund Balances- As of the close of fiscal year 2007, the City's governmental funds reported a combined ending fund balance of $213.7 million, a decrease of $19.7 million from the prior year. Of this amount, $125.8 million represents "unreserved fund balances" available for appropriation. General Fund - The unreserved fund balance of the general fund on June 30, 2007 was $13.3 million, a decrease of $4.8 million from the prior year. Included in these figures is $2.9 million unreserved fund balance accounted for in funds, such as the Public Liability Reserve Fund, which are considered general fund type funds for financial reporting purposes. Long-Term Debt: The City's total debt obligations were decreased by $5.0 million or 2.4% during fiscal year 2007. For the 2007 fiscal year, the Redevelopment Agency issued Tax Allocation Bonds totaling $25.8 million that refunded the 1994 Tax Allocation Bonds Series A, C and D of $24.8 million. The remaining change is attributable to other payments of bond principal ($10.5 million) and the increase in compensated absences ($5.0 million) and a bond discount of (-$0.5 million). 3 City Highlights The City completed some major capital projects during fiscal year 2007. These projects reflect Council's continued commitment to the renewal of existing facilities and infrastructure and to provide the improvements necessary to respond to growth being experienced by the City. Established neighborhoods and business areas continue to benefit from Chula Vista's commitment to maintain its infrastructure. Fiscal year 2005-06 saw the completion of eight new parks, Phase 1 of the Civic Center renovation and significant improvements to existing infrastructure. The primary focus in 2007 was to complete construction of the Civic Center Phase 2 and begin the Phase 3 renovations. . Civic Center Complex (Phase 2) - Renovations to the Public Services Building were completed in February 2007. The $12.3 million project involved a total makeover of the interior of the building that included the removal and reconstruction of the former City Council Chambers area. The Engineering and Planning & Building Departments occupy the Public Services building. One of the major improvements to the building is a consolidated counter area that is expected to simplify the process of doing business with both departments. . Civic Center Complex (Phase 3) - The renovations to the former police department facility began immediately following the opening of the Public Services building. At a cost of approximately $15.0 million, the renovated facility will house the Human Resources, Redevelopment Agency and Housing Authority, Information Technology Services, Office of Conservation and Environmental Services, some Planning and Building staff and the Chula Vista Employees Credit Union. Phase 3 is funded by a combination of Development Impact Fees (93.68%) and the General Fund (6.32%) and was not fmanced through a bond issue. In 2007, the City saw the openings of two new shopping centers and San Diego County's first toll road, which is an extension of State Route 125. . The Otay Ranch Town Center is the first major shopping and entertainment center to come to the San Diego metropolitan market in more than 20 years. For the South Bay area, it completely redefines the manner in which public gathering spaces blend with fashionable, fun stores, white-table-cloth dining and entertainment Visitors walk down urbane, bustling, open-air, shop-lined sidewalks with on-street parking, outdoor cafes and grand fountains. A pet-friendly setting and adjacent doggie park welcome 4-legged visitors, and a centrally located "chalk garden" and popper fountain for children make this destination especially one-of-a-kind. Among the 100 shops and restaurants tastes are served by Macy's, REI, Barnes & Noble, Apple, Sephora and White House Black Market, to name just a few. On the center's west side is a specialty fashion and service village featuring Gila Rut Aveda Salon and other unique fashions and services. To the north, AMC Theatres' 12 screens will delight fIlm buffs. Epicureans can choose from P. F. Chang's China Bistro, Cheesecake Factory, King's Fish House, California Pizza Kitchen or many on-the-go dining options. 4 · The Village Walk opened in May 2007 and is an upscale boutique-style commercial center that is home to Trader Joe's, Henry's Market, Border's bookstore along with restaurants that include Pat and Oscars and Trophy's. · The South Bay Expressway, is a 10-mile toll-road that opened in 2007. San Diego County's fIrst toll road is a north south thoroughfare that bisects the eastern area of the City. The toll-road is expected to dramatically reduce traffIc congestion and travel times for south bay commuters. The road will also provide a direct link to the Otay Ranch Town Center mall and many of the city's other shopping districts. OVERVIEW OF FINANCIAL STATEMENTS This discussion and analysis is intended to serve as an introduction to the City's basic fInancial statements. The City's basic fInancial statements are comprised of three components: I) government-wide fInancial statements, 2) fund fmancial statements, and 3) notes to the fmancial statements. This report also contains other supplementary information in addition to the basic fmancial statements themselves. Government-wide Financial Statements The government-wide fInancial statements are designed to provide readers with a broad overview of the City's fmances, in a manner similar to private-sector business. They are comprised of the Statement of Net Assets and Statement of Activities and Changes in Net Assets. The Statement of Net Assets presents information on all of the City's assets and liabilities, with the difference between the two reported as net assets. Over time, increases or decreases in net assets may serve as a useful indicator of whether the fmancial position of the City is improving or deteriorating. This statement combines and consolidates governmental fund's current fInancial resources with capital assets and long-term obligations. The Statement of Activities and Changes in Net Assets presents information showing how the government's net assets changed during the fIscal year. All changes in net assets are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of the related cash flows. Thus revenues and expenses are reported in this statement for some items that will only result in cash flows in future fIscal periods (e.g. uncollected taxes and earned but unused vacation leave). Both of the above fmancial statements have separate sections for three different types of programs or activities. These three types of activities are: Governmental Activities - The activities in this section are mostly supported by taxes and charges for services. The governmental activities of the City include General Government, Public Safety, Public Works, Parks and Recreation and Library. 5 Business-Type Activities - These functions normally are intended to recover all or a significant portion of their costs through user fees and charges to external users of goods and services. The business-type activities of the City include only Transit Operations. Discretely Presented Component Units - The City of Chula Vista has no discretely presented component units to report upon. The government-wide financial statements can be found on pages 17 through 19 of this report. Fund Financial Statements and Major Component Unit Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or objectives. The City, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance- related legal requirements. All of the funds of the City can be divided into three categories: governmental funds, proprietary funds, and fiduciary funds. The fund financial statements provide detailed information about each of the City's most significant funds, called Major Funds. The concept of Major Funds, and the determination of which are major funds, was established by GASB Statement 34 and replaces the concept of combining like funds and presenting them in total. Instead, each Major Fund is presented individually, with all Non-major Funds summarized and presented in a single column. Further detail on the Non-major funds is presented on pages 90 through 115 of this report. Governmental Funds - Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide fmancial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near-term financial capacity. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for government funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government's near-term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. These reconciliations are presented on the page immediately following each governmental fund fmancial statement. The City has thirty-six governmental funds, of which seven are considered major funds for presentation purposes. Each major fund is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances. The City's remaining governmental funds are combined into a single, aggregated presentation. The basic governmental fund financial statements can be found on 6 pages 20 through 32 of this report. Individual fund data for each of these non-major governmental funds is provided in the form of combining statements on pages 90 through 101 of this report. Proprietary Funds - The City maintains two different types of proprietary funds _ enterprise funds and internal service funds. Enterprise funds are used to report the same functions presented as business-type activities in the government-wide financial statements. The City uses an enterprise fund to account for its Transit activities. Internal service funds are used to accumulate and allocate costs internally among the City's various functions. The City uses internal service funds to account for its fleet of vehicles, stores inventory, its information systems and equipment replacement program. Because these services predominantly benefit governmental rather than business-type functions, they have been included within governmental activities in the governmental-wide fmancial statements. Proprietary funds provide the same type of information as the government-wide fmancial statements, only in more detail. Like the government-wide fmancial statements, proprietary fund fmancial statements use the accrual basis of accounting. There is no reconciliation needed between the government-wide financial statements for business-type activities and the proprietary fund financial statements. The basic proprietary fund financial statements can be found on pages 28 through 32 of this report. Fiduciary Funds - Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statements because the resources of those funds are not available to support the City's own programs. Notes to the Financial Statements The notes provide additional information that is essential to a full understanding of the data provided in the government-wide and fund fmancial statements. The notes to the financial statements can be found on pages 33 through 73 of this report. Required Supplementary Information In addition to the basic fmancial statements and accompanying notes, this report also presents certain required supplementary information providing a budgetary comparison statement for the general fund and sewer fund. Required supplementary information can be found on pages 75 and 81 of this report. 7 GOVERNMENT-WIDE FINANCIAL ANALYSIS Net Assets As noted earlier, net assets may serve over time as a useful indicator of a government's financial position. In the case of the City of Chula Vista, combined net assets (government and business type activities) totaled $916.6 million at the close of the fiscal year ending June 30,2007. This is an increase of$75.7 million or 9.0% from the previous fiscal year. City or Chala Vista Net Assets Fi,cal Year Ending June 30 Gtwcrmncntll) Activities Busincss.typc Activities Total 2007 2006 2007 2006 2007 2006 Current assets S 223.334.984 S 278.414.886 S 3,028,409 S l843.522 S 226.363,393 S 281.258,408 Noncurrent assets 38.856.344 2,260,925 38.856,344 2.260,925 Capimlassct:S 898,132,366 808,604.369 903,790.799 815,144,883 ToralAssct.~ 1,160,323,694 1,089,280,180 3,028,409 2,843.522 1,169,010.536 1,098,664,216 Currcntliabilitics 38,002,184 49,208.461 2,692,585 2.343.223 40,694,769 51.551,684 Long-term liabilities 211,687,601 206,141.786 211,687,601 206,141,786 Total Liabilitics 249,689,785 255,350.247 2,692.585 2,343,223 252.382,370 257,693,470 Investments in capital Net of related debt 715,090,838 662,230,041 5658433 6.540,514 720,749,271 668,770,555 Rcstrictc-d 69,516,915 75,916,972 69,516,915 75,916,972 Unrcsnictcd 126,026,156 95,782,921 335824 500,299 126,361,980 96,283,220 Total Net Assets S 910,633,909 S 833,929,934 S 5,994,257 S 7,040,813 S 916,628,166 S 840,970,747 By far the largest portion of the City's net assets (78.6%) reflects its investment in capital assets (e.g. land, streets, sewers, buildings, machinery, and equipment), less any related debt used to acquire those assets that are still outstanding. The City uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. An additional portion of the City's net assets (7.6%) represents resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net assets, $126.4 million, may be used to meet the government's ongoing obligations to citizens and creditors. Changes in Net Assets The City's net assets have increased by $75.7 million or 9.0%, from the prior fiscal year primarily from developer contributed infrastructure. In fiscal year 2007, City expenses, which include both governmental and business-type activities, exceeded program revenues by $54.6 million resulting in the use of that amount of general revenues from the $13 1.3 million of total general revenues. Program revenues are those revenues that are derived directly from the program itself and reduce the net cost of the function to be financed from the government's general revenues. The City's expenses cover a range of services. The 8 largest expense categories were Public Works, Public Safety and General Government. Further analysis IS provided within the governmental and business-type activity sections below. Ot)" of Chula \1sta Changes in Net Assets fitseal Year End1ngJDne 30 CJOvcrmncnlaJ Activities 2007 2006 Bu.'linCSNVPC Ac-uvilics 2007 2006 Tela! 2007 2006 Revenues: Program revenues: Charges for service!! Oporlilling gr8l1L'l and conlribLllions Capital grams and contributions \1l..'I1craJrovcnur..'ll: ProperLy t.a.\.Cll Salcsl.axcs FranchiscLa....cs ULilily u..~cr taxes Blll'lincss liccmm taxes T ran.'liC'l1l Occupancy 18xCS Prop...'l)'I.ran'lICrl.axCl'I Con.'llTUC~On taxCll MOlOT vchicle lic.cn.'~c Mol.or vchicle licCT1.'lc in lieu lnlcrgovcmmcnIBI Invommonl carningll MisccllancouR Pn.'Jtlium on bonds issued ('rain on sale ofcapi181 aSSCL'l TotalrovCl1ucs EXpcrulCS: General gO\icmmCrH PublicsafcLy Public works Parks and rC-l,"TL"l'IUon Library lnLL'TCSt. on long-LL'Trn debt Tran'lh opcral.iOIt.'l Total expenses lncrcallc.i(Dccrcasc) in Net. aS9CL'l be-larc InmsfcT'!'l Tran'lrors Change in Net ASSCL'I NC1AsSCL'l, BoginningorVcar NCl^SSCL~, End or Year Governmental Activities s 1 00,3 36, 368 S 16,646,713 85,608,765 38,882,122 32,817,351 8,813,064 6,981,762 1,237,316 2,551,570 1,423,599 393,650 1,218,973 16,457,062 13,386,872 7,030,444 106,6% 333,892,327 45,249,650 77,136,782 103,117,608 9,353,280 10,320,817 12,032,833 257.210,970 s 76,681,357 22,618 76,703,975 833,929,934 910,633,909 S Governmental activities increased the City's net assets by $76.7 million thereby accounting for all of the City's total growth in net assets. A comparison of the cost of services by function for the City's governmental activities is shown above, along with the revenues used to cover the net expenses of the governmental activities. 127,932,860 S 19,464,389 57,074,381 32,873,671 30,915,515 9,492,759 6.363,446 1,234,912 2,336,204 2,122,860 668,761 4,153,331 14,201,508 10,924,754 4,189,465 66,920 324,015,736 53,566,425 72,887,220 102,122,564 8,085,160 10,412,973 12,263,808 259,338,150 64,677,587 122,588 64,800,175 769,129,760 833,929,935 S 2,433,008 S 3,677,603 167,734 131,968 6,410,313 7,434,251 7,434,251 (1,023,938) (22,618) 0.046.556) 7,040,813 5,994,257 S 2,526,487 S 102,769,376 16,646,713 85,608,765 4,190,049 78,605 (101,966) 38,882,122 32,817,351 8,813,064 6,981,762 1,237,316 2,551,570 1,423,599 393,650 1,218,973 16,457,062 3,677,603 13,554.606 7,162,412 106,6% 6,693,175 340,302,640 7,533,988 7.533,988 45.249,650 77,136,781 103,117,608 9,353,280 10,320.811 12,032,832 7,434,251 264,645,219 (840.813) (122,588) (%3.401) 8,004,214 1,040,813 S 75,651,419 75,657,419 840,917,747 916,635.166 Governmental Expenditures by Activity A.Jbic Works 40.1% 9 Interest on 009- terrndebt 4.7% Parks and Recreation 3.6% Ubrary 4.0010 F\Jbic Sat ety 30.0% s 130,459,347 19,464,389 57,074,381 32,873,671 30,915,515 9,492,759 6,363,446 1,234,912 2,336,204 2,122,860 668,761 4,153,331 14,201,508 4,190.049 11,003,359 4,087,499 66,920 330,708,911 53,566,425 72,887,220 102,122,564 8,085,160 10,412,973 12,263,808 7,533,988 266,872,138 63,836,774 s 63,836,774 7n,133,974 840,970,748 Total governmental activity type expenses were $257.2 million in fiscal year 2007. The largest expenses were incurred for Public Works, Public Safety and General Government. These three activities combined account for 87.7% of all general activity expenses. These expenses do not include capital outlays, which are reflected in the City's capital assets. RcvcnUCl'l: Program revenues: Charges ror llcrviccs S OIX-.,.adng granL~ and oomr1butions Capital granL<I and conlribut.ion.q C'rcncralrovcnucs: Pro:fK-"!1.}' L8x.cs SaICl'll.8XCll Franchise ta.'(,Cll U\.ili\.yu.u1.8XCS Su.qiness licoTt'lc \.8XCS Tnmqicnt occupancy \.8XCS Prop...-ry translerl.8xcs Comllrucuon \.axes MO\.OTvchiclcliccn.qc MOlar vehicle liccn.<lc in lieu lnwrgovcmmcn181 lnvcsuncn\. earnings Misccllaneous Premium on bonds issued C'rainon salc oJ'capiI81assc\.s T Ola! revenues ExpcnllCll: \Jl..'Tlcnd govcmmcnl PubliesafeLY Public works Park..q and rocrca1.ion Library lnl.CJ\.'l'lL on long."-.",, deb\. Transh opC!llLionq T0\.81 cxpcnSCl'l lncrcasc!(Dccrcasc) in Ne\. a..~scl.S before tramjbrs Tran.'dL.'I1l Change in NOl Nl!'lCl..<I No\. ASSCL<I. Beginning ory car Net ASSCL<I. End or Vest S Cfty ofChula V1sbl C..overnmental Aeti'\1tlell F1.scal Year EndingJune30 GovommcnLal ACLivi\.ics 2007 2006 100,336,368 S 1 6,646,713 85,608,765 38,882,122 32,817,351 8,813,064 6,981,762 1,237,316 2.55t,570 1.423,599 393,650 1,218,973 16.457,062 13,386,872 7,030,444 106,6% 333,892.327 45,249,650 77,136,782 103,117,608 9,353,~O 10.320,817 12,032,833 257,210,970 76,681,357 22,618 76,703,975 833,929,934 910,633,909 S 1 27,932,860 S 19,464,389 57,074,381 32,873,671 30,915,515 9,492,759 6,363,446 1,234,912 2,336,204 2, 122,860 668,761 4,153,331 14,201,508 10,924,754 4,189,465 66.,920 324,015,736 53,566,425 72,887,220 102, 122,564 8,085,160 10,412,973 12,263,808 259,338,150 64,677,587 1""',588 64,800,175 769,129,760 833,929,935 S BWliru..~-~ypc Activities 2007 2006 2,433,008 S 3,677,603 167,734 131,968 6,410.313 7,434,251 7,434,251 (1,023,938) (22,618) (1.046.556) 7,040,813 5,994,257 S 2,526,487 S 4,190,049 78,605 (101.966) 6,693,175 7,533,988 7,533,988 (840,813) (122,588) (963.401) 8,004,214 7,040,813 S 2007 102,769,376 16,646.713 85,608,765 38,882,122 32,817,351 8,813,064 6,981,762 1,237,316 2.551,570 1,423.599 393,650 1,218,973 16,457,062 3,677,603 13,554,606 7,162,412 106,6% 340.302.640 45,249,650 77,136,781 103,117,608 9,353,280 10,320,817 12,032,832 7,434,251 264,645.219 75,657,419 75,657,419 840.970,747 916,6~,166 Total 2006 s 130,459,347 19,464,389 57,074,381 32,873,671 30,915,515 9,492,759 6,363,446 1,234,912 2,336,204 2.122,860 668,761 4,153,331 14,201,508 4,190,049 11,003,359 4,087,499 66.920 330,708.911 53,566,425 72,887,220 1 02,122,564 8,085,160 10,412,973 12,263,808 7.533,988 266,872,138 63,836,774 s 63.836,774 777,133,974 840,970,748 Total program revenues from governmental activities were $202.6 million in fiscal year 2007. Per GASB 34, program revenues are derived directly from the program itself or from parties outside the reporting government's taxpayers or citizenry. They reduce the net cost of the function to be fmanced from the government's general revenues. 10 As reflected in the pie chart, 49.5% of the governmental program revenues came from Charges for Services, which includes licenses and permits, plan checking fees, developer fees, special assessments and several other revenues. Program revenues under the Operating Grants and Contributions category totaled $16.6 million or 8.2% and include restricted revenues such as Gas Tax, Transportation Sales Tax, Asset Seizure Funds and Federal/State Grants. Capital Grants and Contributions are Capital Grants primarily derived from contributed capital & Contribu1ions from developers for infrastructure. Capital 42.3% Grants and Contributions totaled $85.6 million or 42.3% of which $64.1 million or 74.8% is related to roadways funded by developers and received by the City after completion. Program Revenues for Governmental Activities Charges for SeNces 49.5% Operating Grants & Contributioos 8.2% General Revenues for Governmental Activities Utility User Ta,,"s 5.3% Sales Ta,,"s 25.0% Miscellaneous 5.4% Trans ient OccupancyTa,,"s 1.9% InYestm ent Earnings 10.2% Property Transfer Ta>es 1.1% Franchise Taxes 6.7% Motor Vehicle License 13.5% Bus iness License Taxes 0.9% Property Ta,,"s 29.6% General revenues are all other revenues not categorized as program revenues such as property taxes, sales taxes and investment earnings. Total general revenues from governmental activities were $131.3 million in fiscal year 2007. The largest percentage of general revenues received during fiscal year 2007 for governmental activities were taxes of $110.8 million, which included Property Taxes of $38.9 million and Sales Taxes of $32.8 million. A breakdown of all general revenues is shown in the chart above. 11 Business Type Activities Net assets for business-type activities were $6.0 million, a decrease of $1.0 million from the prior fiscal year. This decrease in net assets is primarily a result of depreciation expense of $0.8 million and a decrease in charges for services revenue of $0.1 million. Total program revenues for business-type activities were $2.4 million, which were for bus fares. Total expenses for the business-type activities were $7.4 million during fiscal year 2007, which were related to Transit Operations. FINANCIAL ANALYSIS OF INDIVIDUAL FUNDS As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. Governmental Funds The focus of the City's governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the City's fmancial capacity. In particular, unreserved fund balance may serve as a useful measure of a government's net resources available for spending at the end of the fiscal year. As of the end of fiscal year 2007, the City's governmental funds reported combined ending fund balances of $213.7 million. Approximately, $30.7 million of this amount constitutes unreserved and undesignated fund balance, which is available for spending at the government's discretion. The remainder of fund balance is reserved to indicate that it is not available for spending because it has already been legally committed. General Fund - Included as part of the general fund category for financial reporting purposes is the General Fund, which includes the primary operating fund of the city, the Workers Compensation Fund, Flexible Spending Account Fund and the Public Liability Reserve Fund, which are considered general fund type funds for financial reporting purposes. At the end of the current fiscal year, unreserved fund balance of the general fund was $13.3 million, while total fund balance reached $35.5 million. As a measure of the general fund's liquidity, it may be useful to compare both unreserved fund balance and total fund balance to total fund expenditures. Unreserved fund balance represents 7.8% of total general fund expenditures including transfers out, while total fund balance represents 20.1 % of that same amount. During the current year, unreserved fund balance of the general fund, excluding the other general fund type funds, decreased from $15.8 to $10.3 million. It should be noted that $0.5 million in designations for capital improvement projects are included in the total unreserved fund balance of $10.3 million, bringing the net total available fund balance to $9.8 million. The available fund balance represents 6.0% of the general fund operating budget for fiscal year 2007. 1bis is below the City Council's targeted minimum reserve level of 8% of the operating budget for the general fund. 12 There is no discussion of any significant budgetary variations between original and final budget amounts and between fmal budget amounts and actual results because there were no significant variances that were not already discussed in this document Management considers a variance of 10% or greater as significant. Sewer Fund- The Sewer Fund is used to account for a variety of sewer service related revenues and expenditures. The Sewer Fund revenues increased by an overall $2.4 million. Sewer Service Fees increased by $2.4 million from the previous year and Sewer Connection Fees decreased by $1.5 million. Building permits issued declined significantly from the prior year, which directly affected Sewer Connection Fees. Expenditures decreased $0.02 million from the prior year due to reduced personnel expenditures in the fiscal year. At the end of fiscal year 2007, the unreserved fund balance for the sewer fund was $24.2 million, which is an increase of $3.3 million from the prior fiscal year. Development Impact Fee Funds - This fund was established as a depository for various development impact fees. The fees are levied against all new development in the City in order to pay for the construction or improvement of public facilities as a result of City growth. At the end of fiscal year 2007, the unreserved fund balance was $34.0 million, which is a decrease of $17.8 million from the previous fiscal year due primarily to the construction of the various phases of the civic center project. Since these funds are collected for construction or improvements of public facilities, they have been fully designated for specific projects. Park Acquisition Development - This fund was established as a depository for fees collected from property developers for the purpose of providing park and recreational facilities directly benefiting and serving residents of the regulated subdivision. This in-lieu fee was adopted by the City to acquire neighborhood and community parkland and to construct parks and recreational facilities. The Parkland Acquisition and Development fee was increased in October 2006 from $8,962 to $9,122 for Areas West ofl-805 and $16,644 to $16,804 for Areas East of I-80S. The fund was a non-major fund in FY 2006 and is now considered a major fund for financial reporting purposes. At the end of fiscal year 2007, the unreserved fund balance was $36.3 million, which is an increase of $8.7 million due to continued development and an increase in the fee for the fiscal year. Since these funds are collected for providing parks and recreational facilities, they have been fully designated for specific projects. Redevelopment Agency Debt Service Fund - This fund was established to account for tax levies, rentals, other revenues and payments of principal and interest on Redevelopment Agency loans and outstanding bonds. In July 2006, the Redevelopment Agency issued the 2006 Senior Tax Allocation Refunding Bonds, Series A ($13,435,000) and Series B ($12,325,000) totaling $25,760,000 to refinance the 1994 Senior Tax Allocation Bonds Series A, C, and D. City Debt Service Fund - This fund was established to account for the principal and interest payments on the City's long-term debt. There were no new issuances or other major fund activity for the fiscal year. 13 Proprietary Funds The City's proprietary funds provide the same type of information found in the govemment- wide financial statements, but in more detail. As discussed previously in Business-Type Activities, the City's net assets decreased by $1.0 million as a result of operations in the proprietary funds. This decrease in net assets is primarily a result of depreciation expense of $0.8 million and a decrease in charges for services revenue of $0.1 million. GENERAL FUND BUDGETARY HIGHLIGHTS The final amended general fund budget totaled $174.7 million, including $2.7 million in budget amendments to the originally adopted budget and encumbrances of $0.8 million, which will fund contractual obligations and outstanding purchase orders. The more significant budget amendments are briefly summarized as follows: .. $0.5 million for fIre related overtime. . $0.1 million for the City's share of a park ranger station at the Otay Valley Regional Park. . $50,000 for two charter amendments on the November 2006 election. .. $40,000 for costs incurred for administering a special municipal election . The closure of several General Fund capital improvement projects ($164,267) partially mitigated the net costs of those amendments. Of the $2.7 million in mid-year appropriations, $2.2 million were covered by specifIc funding sources. As discussed previously, the available fund balance of the general fund, excludinl? the other general fund type funds, decreased to $10.4 million or by $4.5 million from the prior year. The decrease is attributed to the various mid-year appropriations discussed above net of offsetting revenues. CAPITAL ASSETS AND DEBT ADMINISTRATION Capital Assets The City's investment in capital assets for its governmental and business type activities as of June 30, 2007, amounts to $903.8 million, net of accumulated depreciation of $287.7 million. This investment in capital assets includes land, buildings, improvements, machinery and equipment, infrastructure and construction in progress. Infrastructure assets are items that are normally immovable and of value only to the City such as roads, bridges, streets and sidewalks, drainage systems, lighting systems and similar items. The total additions to the City's investment in capital assets for the current fIscal year was $125.4 million, net of accumulated depreciation. Major capital asset additions during the current fiscal are discussed in the City Highlights section of this document. 14 Additional information on the City's capital assets can be found in Note D of the notes to the financial statements. Debt Administration Long Term Debt - At the end of the 2007 fiscal year, the City had $201.1 million in debt outstanding compared to the $206.1 million last year, a 2.4% net decrease. During the 2007 fiscal year the Redevelopment Agency issued the 2006 Senior Tax Allocation Refunding Bonds, Series A ($13,435,000) and Series B ($12,325,000) totaling $25,760,000 to refinance the 1994 Senior Tax Allocation Bonds Series A, C, and D. The City has no outstanding general obligation debt. In 2007, the City was downgraded from an "A" rating to an "A-" rating by Standard & Poors for Certificates of Participation, which still represents a "stable outlook". The downgrade was based on a prolonged trend of the city drawing down its reserves and falling below the council policy of 8% due to slower than projected growth in the economy and city revenues. The Redevelopment Agency maintains an "A-" rating for Tax Allocation Bonds from Standard & Poors. Additional information on the City's long-term debt obligations can be found in Note 6 of the notes to the financial statements. ECONOMIC CLIMATE Chula Vista, the second largest City in San Diego County, is a town in transition. Once known as a bedroom community with a strong collection of small businesses, Chula Vista is now attracting multi-national corporations. High tech companies like Hitachi, DNP America and Leviton have opened new facilities in Chula Vista during the past few years. These companies find the area a good location from which to manage their manufacturing and distribution operations both in the United States and in Mexico. The San Diego regional economy has undergone a remarkable transformation over the past decade. The severe recession in the first half of the 1990s was the longest and deepest of the past 60 years. The downturn, subsequent recovery and expansion were not mere business or cyclical adjustments, but an extensive overhauling and restructuring of the region's basic economic drivers. From an economy largely dominated by defense and military expenditures, San Diego industries transformed into a diversified mix of high-technology commercial endeavors. Some of these sectors were by-products of defense-based efforts, as well as capitalization of highly educated and skilled workers. Emerging growth areas include telecommunications, electronics, computers, software, and biotechnology. International trade also contributed to the local economic recovery and dynamic performance in recent years. Cross border trade and interactions with Mexico provide tremendous economic advantages and opportunities, becoming an increasingly important facet of the local region's economic fortunes. 15 Mexico and Canada, U.S. partners under the North American Free Trade Agreement (NAFTA), dominate San Diego's export markets by far, accounting for more than one-half (55 percent) of all export production. San Diego clearly benefits from NAFTA, not only because the agreement further opened up the markets of our two largest customers, but also because Tijuana and Baja California, our border and economic partner, was greatly benefited and stimulated by heightened trade and dollars flowing to the region. As discussed in the transmittal letter, Chula Vista's property tax base remains very healthy and growing, with assessed values increasing from $6.6 billion in 1998 to $21.8 billion in fiscal year 2007. This portion of the region continues to attract a historically large percentage of home- buyers due in large part to the median prices for existing homes in Chula Vista being slightly less than the regional average. During the 2007 fiscal year, generally regarded as a slow growth period, Chula Vista's sales tax revenue experienced steady growth over the previous fiscal year at a rate of 7.9%. We anticipate sales tax revenues to continue growing over the next few years due to the openings of the Otay Ranch Town Centre Mall, the Village Walk that includes Trader Joe's and a Henry's Market and the continued expansion of the Chula Vista Auto Park that currently includes Ford, Chevrolet, Toyota, Dodge, Chrysler and Jeep dealerships. The opening of the long anticipated State Route 125 in 2007 is providing easier access to Chula Vista's retail centers and encourages further commercial development of the freeway corridor. REQUESTS FOR INFORMATION This fmancial report is designed to provide a general overview of the City's fmances for all of its citizens, taxpayers, customers, investors and creditors. Questions concerning any of the information provided in this report or requests for additional information should be addressed to the City of Chula Vista, Finance Department, 276 Fourth Avenue, Chula Vista, CA 91910. 16 BASIC FINANCIAL STATEMENTS GOVERNMENT-WIDE FINANCIAL STATEMENTS CITY OF CHULA VISTA Statement of Net Assets June 30, 2007 Governmental Business-Type Assets Activities Activities Total Cash and investments $ 182,974,100 $ 2,800,279 $ 185,774,379 Receivables: Taxes 13,290,246 13,290,246 Accounts 3,901,866 87,727 3,989,593 Interest 2,182,283 36,949 2,219,232 Loans 22,599,949 22,599,949 Other 532,075 532,075 Due from other governments 4,754,703 103,454 4,858,157 Inventory and prepaid items 68,857 68,857 Land held for resale 2,260,925 2,260,925 Other assets 490,469 490,469 Restricted cash and investments: Held by City 4,801,774 4,801,774 Held by fiscal agents 24,334,081 24,334,081 Capital Assets: Nondepreciable assets 118,242,071 118,242,071 Depreciable capital assets, net of accumulated depreciation 779,890,295 5,658,433 785,548,728 Total Assets 1,160,323,694 8,686,842 1,169,010,536 Liabilities Account payable and accrued liabilities 10,624,677 229,488 10,854,165 Interest payable 3,062,017 3,062,017 Unearned revenue 6,558,592 2,463,097 9,021,689 Deposits 14,456,898 14,456,898 Claims payable: Due within one year 3,300,000 3,300,000 Due in more than one year 10,579,589 10,579,589 Noncurrent Liabilities: Due within one year 12,387,128 12,387,128 Due in more than one year 188,720,884 188,720,884 Total Liabilities 249,689,785 2,692,585 252,382,370 Net Assets lnvestments in capital assets, net of related debt 715,090,838 5,658,433 720,749,271 Restricted for: Capital projects 26,925,990 26,925,990 Debt service 13,042,072 13,042,072 Community development 29,548,853 29,548,853 Unrestricted 126,026,156 335,824 126,361,980 Total Net Assets $ 910,633,909 $ 5,994,257 $ 916,628,166 See Accompanying Notes to Financial Statements. 17 CITY OF CHULA VISTA Statement of Activities For the Year Ended June 30, 2007 Program Revenues Operating Capital Charges for Grants and Grants and Functions/Programs Expenses Service s Contributions Contributions Governmental Activities: General government $ 45,249,650 $ 27,579,681 $ 2,583,668 $ 177,054 Public safety 77,136,782 7,311 ,407 5,019,515 Public works 103,117,608 45,520,978 6,925,361 64,075,755 Parks and recreation 9,353,280 19,106,017 144,378 21,355,956 Library 10,320,817 818,285 1,973,791 lnterest on long-term debt 12,032,833 Total Governmental Activities 257,210,970 100,336,368 16,646,713 85,608,765 Business-type Activities: Transit Bayfront Trolley-Station 7,330,560 103,691 2,433,008 Total Business-type Activities 7,434,251 2,433,008 Total $ 264,645,221 $ 102,769,376 $ 16,646,713 $ 85,608,765 General Revenues: Taxes: Property taxes Sales taxes Property transfer taxes Franchise taxes Utility user taxes Business license taxes Transient occupancy taxes Construction taxes Motor vehicle licenses Motor vehicle licenses in-lieu lntergovernmental lnvestment income Miscellaneous Gain (loss) on sale of assets Transfers Total General Revenues and Transfers Change in Net Assets Net Assets, Beginning of Year Net Assets, End of Year See Accompanying Notes to Financial Statements. 18 Net (Expense) Revenue and Changes in Net Assets Governmental Business-type Activities Activities Total $ (14,909,247) $ (14,909,247) (64,805,860) (64,805,860) 13,404,486 13,404,486 31,253,071 31,253,071 (7,528,741) (7,528,741) (12,032,833) (12,032,833) (54,619,124) (54,619,124) $ (4,897,552) (4,897,552) (103,691) (103,691) (5,001,243) (5,001,243) (54,619,124) (5,001,243) (59,620,367) 38,882,122 38,882,122 32,817,351 32,817,351 1,423,599 1,423,599 8,813,064 8,813,064 6,981,762 6,981,762 1,237,316 1,237,316 2,551,570 2,551,570 393,650 393,650 1,218,973 1,218,973 16,457,062 16,457,062 3,677,603 3,677,603 13,386,872 167,734 13,554,606 7,030,444 131,968 7,162,412 106,696 106,696 22,618 (22,618) 131,323,099 3,954,687 135,277,786 76,703,975 (1,046,556) "75,657,419 833,929,934 7,040,813 840,970,747 $ 910,633,909 $ 5,994,257 $ 916,628,166 19 This page has been left blank intentionally. 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CITY OF CHULA VISTA Balance Sheet Governmental Funds June 30, 2007 Special Revenue General Sewer Developer Assets Fund Fund Deposits Cash and investments $ 2,748,905 $ 20,725,822 $ 14,456,898 Receivables: Accounts 269,729 3,410,226 Taxes 12,457,365 12,401 Interest 93,224 233,591 Loans 143,750 Other Due from other funds 237,908 Due from other governments 3,237,273 Advances to other funds 30,321,245 16,861,747 Inventory and prepaid items 48,187 Restricted cash and investments Held by City Held by fiscal agent Land held for resale Total Assets $ 49,557,586 $ 41,243,787 $ 14,456,898 Liabilities and Fund Balances Liabilities: Accounts payable and accrued liabilities $ 5,462,933 $ 28,870 Due to other funds Advances from other funds Developer deposits $ 14,456,898 Deferred revenue 8,592,396 3,843,157 Total Liabilities 14,055,329 3,872,027 14,456,898 Fund Balances: Reserved: Encumbrances 328,560 172,845 Loans receivables and advances 21,872,599 13,018,590 Land held for resale Debt service Inventory and prepaid items 48,187 Total Reserved 22,249,346 13,191,435 Unreserved: Designated for: Contingency 2,982,950 346,022 Capital projects 577,129 Undesignated for: General fund 9,692,832 Special revenue 23,834,303 Debt service Capital projects Total Unreserved 13,252,911 24,180,325 Total Fund Balances 35,502,257 37,371,760 Total Liabilities and Fund Balances $ 49,557,586 $ 41,243,787 $ 14,456,898 See Accompanying Notes to Financial Statements. 20 Capital Debt Service Projects RDA City Development Park Noumajer Total Debt Service Debt Service Impact Acquisition Governmental Governmental Fund Fund Fund Development Funds Funds $ 2,294,184 $ 49,178,280 $ 36,515,541 $ 53,928,107 $ 179,847,737 221,911 3,901,866 820,480 13,290,246 21,242 851,031 374,551 580,543 2,154,182 22,456,199 22,599,949 524,465 524,465 2,074,716 2,312,624 1,483,285 4,720,558 913,419 5,714,936 53,811,347 48,187 4,801,774 4,801,774 3,303,909 21,030,172 24,334,081 2,260,925 2,260,925 $ 5,619,335 $ $ 51,467,195 $ 36,890,092 $ 115,373,048 $ 314,607,941 $ 736,348 $ 3,267 $ 3,813,426 $ 10,044,844 2,312,624 2,312,624 $ 35,345,886 $ 14,677,727 3,787,734 53,811,347 14,456,898 1,727,%1 6,073,062 20,236,576 35,345,886 14,677,727 6,252,043 3,267 12,199,112 100,862,289 10,311,158 615,020 1,520,125 12,947,708 913,419 23,856,564 59,661,172 2,260,925 2,260,925 13,042,072 13,042,072 48,187 11,224,577 615,020 40,679,686 87,960,064 149,476 3,478,448 33,990,575 36,271,805 20,787,973 91,627,482 9,692,832 40,513,883 64,348,186 (29,726,551) (14,677,727) (44,404,278) 1,042,918 1,042,918 (29,726,551) (14,677,727) 33,990,575 36,271,805 62,494,250 125,785,588 (29,726,551) (14,677,727) 45,215,152 36,886,825 103,173,936 213,745,652 $ 5,619,335 $ $ 51,467,195 $ 36,890,092 $ 115,373,048 $ 314,607,941 21 CITY OF CHOLA VISTA Reconciliation of Governmental Funds Balance Sheet to the Statement of Net Assets June 30, 2007 Fund balance for governmental funds Amounts reported for governmental activities in the Statement of Net Assets are different because: Capital assets used in governmental activities are not current resources. Therefore, they were not reported in the Governmental Funds Balance Sheet The capital assets of the internal service funds are included in the adjustment below. Nondepreciable capital assets Depreciable capital assets $ ]] 8,242,07] 778,055,691 Deferred revenues which are deferred because they are not available currently are taken into revenue in the Statement of Activities and, accordingly, increase the net assets on the Statement of Net Assets. Interest payable on long-term debt does not require current fmancial resources. Therefore, interest payable is not reported as a liability in Governmental Funds Balance Sheet. Long-term liabilities are not due and payable in the current period. Therefore, they were not reported in the Governmental Funds Balance Sheet. The long-term liabilities, excluding the internal service funds which are included below, were adjusted as follows: Claims payable Long-term liabilities - due within one year Long-term liabilities - due in more than one year $ (13,879,589) (12,387,]28) (]88,638,]32) Arbirtrage liability Other long-term assets which are not considered available to pay for current expenditures are not reported in the governmental funds. Internal service funds are used by management to charge the costs of certain activities, fleet managernent and technology services to individual funds. The assets and liabilities of the internal service funds are included in the Statement of Net Assets. Net Assets of Governmental Activities See Accompanying Notes to Financial Statements. 22 $ 213,745,652 896,297,762 13,677,985 (3,062,0] 7) (2]4,904,849) (147,924) 490,469 4,536,83 ] $ 910,633,909 This page has been left blank intentionally. 23 CITY OF CHULA VISTA Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds For the Year Ended June 30, 2007 Special Revenue General Sewer Developer Fund Fund Deposits Revenues: Taxes $ 77,561,166 Intergovernmental 23,873,593 Licenses and permits 2,730,534 $ 115,161 Developer fees $ 12,408,124 Charge for services 16,259,086 27 ,334,561 Fines and forfeitures 1,315,262 9,300 Use of money and property 2,355,304 1,038,413 Other 21,970,468 380,338 Total Revenues 146,065,413 28,877,773 12,408,124 Expenditures: Current: General government 35,845,324 Public safety 72,343,819 Public works 38,270,890 16,285,605 12,408,124 Parks and recreation 7,268,640 Library 9,642,064 Capital outlay 400,584 970,852 Debt service: Principal Interest and fiscal charges Bond issuance cost Total Expenditures 163,771,321 17,256,457 12,408,124 Excess (Deficiency) of Revenues Over (Under) Expenditures (17,705,908) 11,621,316 Other Financing Sources (U ses): Issuance of debt Bond discount Transfers in 18,679,983 755,579 Transfers out (5,357,771) (9,403,487) Total Other Financing Sources (Uses) 13,322,212 (8,647,908) Net Change in Fund Balances (4,383,696) 2,973,408 Fund Balances, Beginning of Year 39,885,953 34,398,352 Fund Balances, End of Year $ 35,502,257 $ 37,371,760 $ See Accompanying Notes to Financial Statements. 24 Debt Service Capital Projects RDA City Development Park Nonmajor Total Debt Service Debt Service Impact Acquisition Governmental Governmental Fund Fund Fund Development Funds Funds $ 2,327,101 $ 13,212,167 $ 93,100,434 255,300 1l,978,180 36, I 07,073 24,729 2,870,424 $ 3,669,875 $ 7,980,398 24,058,397 9,100,665 52,694,312 902,260 2,226,822 386,439 3,047,799 1,658,279 5,084,081 13,570,315 2,207 848,315 366,285 23,567,613 2,971,047 7,565,989 9,638,677 40,668,367 248,195,390 261,354 716,361 10,081,951 46,904,990 245,695 656,464 73,245,978 1,880,995 6,874,968 75,720,582 234,619 7,503,259 18,745 9,660,809 10,318,092 1,961,650 22,821,004 36,472,182 24,905,001 5,987,801 30,892,802 4,317,283 $ 593,617 62,927 7,316,081 12,289,908 514,994 514,994 29,998,632 593,617 13,224,070 1,961,650 53,991,633 293,205,504 (27,027,585) (593,617) (5,658,081) 7,677,027 (13,323,266) (45,010,114) 25,760,000 25,760,000 (505,884) (505,884) 17,373,176 112,455 560,905 16,418,447 53,900,545 (16,661,115) (10,1ll,022) (12,302,114) (53,835,509) 25,966,177 112,455 (9,550,117) 4,116,333 25,319,152 (1,061,408) (481,162) (15,208,198) 7,677,027 (9,206,933) (19,690,962) (28,665,143) (14,196,565) 60,423,350 29,209,798 112,380,869 233,436,614 $ (29,726,551) $ (14,677,727) $ 45,215,152 $ 36,886,825 $ 103,173,936 $ 213,745,652 25 CITY OF CHULA VISTA Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2007 Net change in fund balance - total governmental funds: $ (19,690,962) Amounts reported for governmental activities in the Statement of Activities are different because: Deferred revenue does not provide for current financial resources and therefore is not reported as revenues in the governmental funds. 2,610,124 Governmental Funds report capital outlay as expenditures. However, in the Statement of Activities the costs of these assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount the capital outlay exceeded depreciation, excluding internal service fund activity reported below. Capital outlay Contributed capital Depreciation $ 32,236,956 82,846,863 (24,502,017) 90,581,802 The issuance of long-term debt provides current financial resources to governmental funds, while the repayment of the principal of long- term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net assets. Changes in claims payable Proceeds from long-term debt Long-term debt repayments Arbitrage liability Bond issuance cost Change in internal services compensated absences $ (1,261,541) (30,279,982) 35,313,756 147,924 490,469 21,296 4,431,922 Internal service funds are used by management to charge the costs of certain activities, including insurance and fleet management, to individual funds. The net revenue of the Internal Service Funds is reported with Governmental Activities. (1,228,911) Change in Net Assets of Governmental Activities $ 76,703,975 See Accompanying Notes to Financial Statements. 26 This page has been left blank intentionally. 27 CITY OF CHULA VISTA Statement of Net Assets Proprietary Funds June 30, 2007 Enterprise Funds Governmental Bayfront Activities Transit Trolley Internal Fund Station Total Service Funds Assets Current Assets: Cash and investments $ 2,650,765 $ 149,514 $ 2,800,279 $ 3,126,363 Receivables: Accounts 87,727 87,727 Interest 35,837 1,112 36,949 28,101 Other 7,610 Due from other governments 103,454 103,454 34,145 Inventory and prepaid items 20,669 Total Current Assets 2,877,783 150,626 3,028,409 3,216,888 Noncurrent Assets: Capital assets, net 5,658,433 5,658,433 1,834,604 Total Assets 8,536,216 150,626 8,686,842 5,051,492 Liabilities and Net Assets Current Liabilities: Accounts payable and accrued liabilities 228,988 500 229,488 431,909 Unearned revenue 2,315,039 148,058 2,463,097 Compensated absences 82,752 Total Current Liabilities 2,544,027 148,558 2,692,585 514,661 Net Assets: Invested in capital assets 5,658,433 5,658,433 1,834,604 Unrestricted 333,756 2,068 335,824 2,702,227 Total Net Assets $ 5,992,189 $ 2,068 $ 5,994,257 $ 4,536,831 See Accompanying Notes to Financial Statements. 28 CITY OF CHULA VISTA Statement of Revenues, Expenses and Changes in Net Assets Proprietary Funds For the Year Ended June 30, 2007 Enterprise Funds Governmental Bayfront Activities Transit Trolley Internal Fund Station Total Service Funds Operating Revenues: Charges for services $ 2,433,008 $ 2,433,008 $ 5,367,349 Other 131,968 131,968 35,514 Total Operating Revenues 2,564,976 2,564,976 5,402,863 Operating Expenses: Operations and administration 6,449,073 $ 103,691 6,552,764 5,699,776 Depreciation 831,620 831,620 1,102,476 Total Operating Expenses 7,280,693 103,691 7,384,384 6,802,252 Operating Income (Loss) (4,715,717) (103,691) (4,819,408) (1,399,389) Nonoperating Revenues (Expenses): Intergove=ental 3,578,947 98,656 3,677,603 Interest income 162,699 5,035 167,734 97,740 (Loss) gain on sale of capital assets (49,867) (49,867) 115,156 Total Nonoperating Revenues 3,691,779 103,691 3,795,470 212,896 Income (Loss) Before Transfers (1,023,938) (1,023,938) (1,186,493) Transfers out (22,618) (22,618) (42,418) Changes in Net Assets (1,046,556) (1,046,556) (1,228,911) Net Assets, Beginning of Year 7,038,745 2,068 7,040,813 5,765,742 Net Assets, End of Year $ 5,992,189 $ 2,068 $ 5,994,257 $ 4,536,831 See Accompanying Notes to Financial Statements. 29 CITY OF CHULA VISTA Statement of Cash Flows Proprietary Funds For the Year Ended June 30,2007 Enterprise Funds Governmental Ba yfront Activities Transit Trolley Internal Fund Station Total Service Funds Cash Flows from Operating Activities: Cash received from customers $ 3,087,357 $ 16,512 $ 3,103,869 Cash received from other funds $ 5,369,808 Cash payments to suppliers for goods and services (6,664,991) (104,416) (6,769,407) (4,548,211) Cash payments to employee for services (1,222,188) Other 131,968 131,968 35,514 Net Cash Provided (Used) by Operating Activities (3,445,666) (87,904) (3,533,570) (365,077) Cash Flows from Capital and Related Financing Activities: Acquisition of capital assets (76,256) Proceeds from sale of capital assets 594 594 142,743 Net Cash Provided (Used) by Capital and Related Financing Activities 594 594 66,487 Cash Flows from Noncapital Financing Activities: Intergovernmental 3,475,493 98,656 3,574,149 (16,963) Transfers out (22,618) (22,618) (42,418) Net Cash Provided (Used) by Noncapital Financing Activities 3,452,875 98,656 3,551,531 (59,381 ) Cash Flows from Investing Activities: Interest revenue 141,670 4,378 146,048 110,839 Net Cash Provided (Used) by Investing Activities 141,670 4,378 146,048 110,839 Net Increase in Cash and Cash Equivalents 149,473 15,130 164,603 (247,132) Cash and Cash Equivalents, Beginning of Year 2,501,292 134,384 2,635,676 3,373,495 Cash and Cash Equivalents, End of Year $ 2,650,765 $ 149,514 $ 2,800,279 $ 3,126,363 (Continued) 30 CITY OF CHULA VISTA Statement of Cash Flows Proprietary Funds (Continued) For the Year Ended June 30, 2007 Reconciliation of Operating Income to Net Cash Provided (Used) by Operating Activities: Operating Ios s Adjustments to reconcile operating loss to net cash provided (used) by operating activities: Depreciation (Increase) decrease in accounts receivables (Increase) decrease in other receivables (Increase) decrease in inventories Increase (decrease) in accounts payable and, accrued liabilities Increase (decrease) in unearned revenue Increase (decrease) in compensated absences Enterprise Funds Ba yfront Trolley Station Transit Fund Total Governmental Activities Internal Service Funds $ (4,715,717) $ (103,691) $ (4,819,408) $ (1,399,389) Total Adjustments Net Cash Provided (Used) by Operating Activities 831,620 104,856 (215,918) 549,493 (725) 16,512 831,620 104,856 (216,643) 566,005 1,285,838 1,102,476 2,459 8,957 (92,214) 12,634 1,034,312 $ (3,445,666) $ (87,904) $ (3,533,570) $ (365,077) See Accompanying Notes to Financial Statements. 1,270,051 15,787 31 CITY OF CHULA VISTA Statement of Net Assets Fiduciary Funds June 30, 2007 Assets Cash and investments $ 7,239,933 Restricted cash and investments held by fiscal agents 171,370,947 Total Assets $ 178,610,880 Liabilities Due to bondholders $ 178,610,880 Total Liabilities $ 178,610,880 See Accompanying Notes to Financial Statements. 32 CITY OF CHULA VISTA Notes to Financial Statements June 30, 2007 1. Summary of Significant Accounting Policies A. Reporting Entity The City of Chula Vista (City) was incorporated in 1911 under the general laws of the State of California and enjoys all the rights and privileges pertaining to such "General Law" cities. The City operates under a Council-Manager form of government and the City Council is composed of five members. Among the services provided by the City are the following: public safety, community services, engineering services, planning services, public works, general administrative services and capital improvements. As required by accounting principles generally accepted in the United States of America, these financial statements present the City and its component units, entities for which the City is considered to be financially accountable. The City is considered to be financially accountable for an organization if the City appoints a voting majority of that organization's governing body and the City is able to impose its will on that organization or there is a potential for that organization to provide specific financial benefits to or impose specific financial burdens on the City. The City is also considered to be financially accountable if that organization is fiscally dependent (i.e. it is unable to adopt its budget, levy taxes, set rates or charges, or issue bonded debt without approval from the City). In certain cases, other organizations are included as component units if the nature and significance of their relationship with the City are such that their exclusion would cause the City's fmancial statements to be misleading or incomplete. 1. Blended Component Units The Redevelopment Agency of the City of Chula Vista (Agency), the Chula Vista Industrial Development Authority (Development Authority), and the Chula Vista Public Facilities Financing Authority (Authority) component units are considered to be blended component units. Blended component units, although legally separate entities, are, in substance, part of the City's operations and so data from these units are reported with the interfund data of the City. Redevelopment Agencv of the Citv of Chula Vista - The City of Chula Vista Redevelopment was established pursuant to the State of California Health and Safety Code, Section 33000 entitled "Community Redevelopment Law." Its purpose is to prepare and carry out plans for improvement, rehabilitation, and redevelopment of blighted areas within the territorial limits of the City of Chula Vista. Even though it is legally separate, it is reported as ifit were part of the City because the City Council also serves as the governing board of the Agency. Separate financial statements of the Agency can be obtained at City Hall. 33 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Chula Vista Industrial Development Authoritv - The Chula Vista Industrial Development Authority was established in February 1982 for the purpose of promoting and developing commercial, industrial and manufacturing enterprises and encouraging employment. Even though it is legally separate, it is reported as if it were part of the City because the City Council also serves as the governing board of the Agency. Chula Vista does not produce separate financial statements for the Development Authority. Chula Vista Public Facilities Financing Authoritv - The Chula Vista Public Facilities Financing Authority was established by ordinance, pursuant to the City Charter and Constitution of the State of California, as a public body, acting to facilitate serving the public purposes of the City. The ordinance was adopted on April 4, 1995. The governing body of the Authority is comprised of the members of City Council. The Authority is authorized to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to the City and/or to refinance outstanding obligations of the City. Separate fmancial statements for the Authority can be obtained at City Hall. B. Government-wide and Fund Financial Statements The government-wide fmancial statements (i.e. the statement of net assets and the statement of activities) report information on all of the nonfiduciary activities of the primary government and its component units. For the most part, the effect of interfund activity has been removed from these statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support Likewise, the primary government is reported separately from certain legally separate component units for which the primary government is financially accountable. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Separate financial statements are provided for governmental funds, proprietary funds and fiduciary funds, even though the latter are excluded from the government-wide financial statements. Major individual governmental funds and major individual enterprise funds are reported as separate columns in the fund financial statements. 34 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 C. Measurement Focus, Basis of Accounting and Financial Statement Presentation The government-wide, proprietary and fiduciary fund financial statements are reported using the economic resources measurement focus and lhe accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when the liability is incurred, regardless of lhe timing of lhe related cash flows. Property taxes are recognized as revenues in lhe year for which lhey are levied. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund fmancial statements are reported using lhe current financial resources measurement focus and the modified accrual basis of accounting. Under lhis method, revenues are recognized when measurable and available. Revenues are considered to be available when they are collectible wilhin lhe current period or soon enough thereafter to pay liabilities of lhe current period. For lhis purpose, lhe government considers revenues to be available if they are collected wilhin 60 days of the end of lhe current fiscal year (7 monlhs for sales tax accrual). Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences, claims and judgments are not recognized until paid. Property taxes, charges for services, and interest associated wilh the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of lhe current fiscal period. Only the portion of special assessments receivable due wilhin the current fiscal period is considered to be susceptible to accrual as revenue of the current period. All olher revenue items are considered to be measurable and available only when cash is received by lhe government. The City reports lhe following major funds: General Fund - This is lhe general operating fund of the City. It is used to account for financial resources except lhose required to be accounted for in anolher funds. Sewer Special Revenue Fund - This fund consists of several funds that are used to account for sewer activities: The Sewer Income Fund is a depository for all monies collected to cover the cost of connecting properties to lhe City's public sewer system. All monies received may be used only for lhe acquisition, construction, reconstruction, maintenance and operation of sanitation or sewerage facilities. 35 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 The Special Sewer Fund is used to account for the sale of the city's excess Metropolitan Sewerage System capacity. Use of all monies in this fund is determined by the City Council. The Trunk Sewer Reserve Fund is used to account for sewerage facility participation fees received from owner or person making application for a permit to develop or modify use of any residential, commercial, industrial or other property, which increases the volume of flow into the City sewer system. All monies received shall be used for the enlargement of sewer facilities of the City so as to enhance efficiency of utilization and/or adequacy of capacity and for planning and/or evaluating any futore proposals for area wide sewage treatment and/or water reclamation systems or facilities. The Sewer Service Revenue Fund is a depository for all monies collected from the monthly sewer service charge. Monies in this fund may be used for any and all sewer related activities. Storm Drain Revenue Fund is a depository for all monies collected from the monthly storm drain service charge. Monies in this fund may be used for storm drain purposes. Developer Deposits Special Revenue Fund - This fund is used to account for revenues received from various developers for development projects and is used to fund city staff costs, and other costs related to specific projects. Redevelopment Agency (RDA) Debt Service Fund - This fund was established to account for principal and interest payments on redevelopment loans and outstanding bonds. City Debt Service Fund - This fund was established to account for principal and interest payments on the City's long-term loans. Development Impact Capital Proiects Fund - This fund was established as a depository of various development impact fees. The fees are levied against all new development in the City in order to pay for the construction or improvement of public facilities as a result of City growth. Park Acquisition Development - This fund is a depository for fees collected from property developers for the purpose of providing park and recreational facilities directly benefiting and serving residents of the regulated subdivision being developed. This in- lieu fee was adopted by the City to acquire neighborhood and Community Parkland and to construct parks and recreational facilities. 36 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Additionally the City reports the following fund types: Soecial Revenue Funds - Special Revenue Funds are used to account for revenues derived from specific sources which are usually required by law or administrative regulation to be accounted for in a separate fund. Debt Service Funds - Debt Service Funds are used to account for tax increment revenues, bond proceeds required to be set aside for future debt service, and related interest income. The funds are used to repay principal and interest on long-term indebtedness of the City, Redevelopment Agency, and Public Financing Authority. Caoital Proiects Funds - Capital Projects Funds are used to account for fmancial resources to be used for the development and redevelopment projects within the City. Such projects include street improvements, parks, and Redevelopment Agency activity. The City reports the following major proprietary funds and internal service funds: Transit Fund - This fund is used to account for the operations, maintenance and development of the transit related projects. Bavfront Trolley Station - This fund is used to account for the maintenance and development of the Bayfront Trolley Station. Internal Service Funds - loternal Service Funds are used to finance and account for the purchase of motor vehicles and the related maintenance and insurance expense, including liability insurance. Such costs are accumulated in these funds and charged to the user departments on an estimated cost-reimbursement basis or through transfers. Fiduciarv Funds Agencv Funds - These funds are used to account for assets held by the City in a trustee capacity for individuals, private organizations, other governments, and/or other funds. Agency funds are custodial in nature (assets equal liabilities) and do not involve measurement of results of operations. Private-sector standards of accounting and fmancial reporting issued prior to December 1, 1989, generally are followed in both the government-wide and proprietary fund financial statements to the extent that those standards do not conflict with or contradict guidance of the Governmental Accounting Standards Board. Governments also have the option of following subsequent private-sector guidance for their business-type activities and enterprise funds, subject to this same limitation. The government has elected not to follow subsequent private-sector guidance. 37 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 As a general rule the effect of interfund activity has been eliminated from the government-wide financial statements. Exceptions to this general rule are payments-in- lieu of taxes. Elimination of these charges would distort the direct costs and program revenues reported for the various functions concerned. Amounts reported as program revenues include 1) charges to members, customers or applicants for goods, services, or privileges provided, 2) operating grants and contributions, and 3) capital grants and contributions, including special assessments. Internally dedicated resources are reported as general revenues rather than as program revenues. Likewise, general revenues include all taxes. Proprietary funds distinguish operating revenues and expenses from nonoperating items. Operating revenues and expenses generally result from providing services and producing and delivering goods in connection with a proprietary fund's principal ongoing operations. The principal operating revenues of the enterprise funds and the City's internal service funds are charges to customers for sales and services. Operating expenses for enterprise funds and internal services fund include costs of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. When both restricted and unrestricted resources are available for use, it is the City's policy to use restricted resources, first, then use unrestricted resources as needed D. Assets, Liabilities and Net Assets or Equity 1. Cash and Investments Investments are stated at fair value (quoted market price or best available estimate thereof). Changes in fair value that occur during a fiscal year are recognized as investment income reported for that fiscal year. The City pools cash and investments of all funds, except for assets held by fiscal agents. Each fund's share in this pool is displayed in the accompanying financial statements as cash and investments. Investment income, earned by the pooled investments, is allocated to the various funds based on each fund's average cash and investment balance. For purposes of the statement of cash flows, cash and cash equivalents are defined as short-term, highly liquid investments that are both readily convertible to known amounts of cash or so near their maturity that they present insiguificant risk of changes in value because of changes in interest rates. 38 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 2. Receivables and Payables Activity between funds that are representative of lendingfborrowing arrangements outstanding at the end of the fiscal year are referred to as either "due to/from other funds" (i.e., the current portion of interfund loans) or "advances to/from other funds" (i.e., the non-current portion of interfund loans). 3. Inventories Inventories are valued on an average-cost basis which are adjusted to annual physical counts or estimates under the consumption method of accounting and are recorded in the internal service funds. 4. Capital Assets Capital assets, which include property, plant, equipment, and infrastructure assets (e.g. roads, traffic signals, drainage systems, and similar items), are reported in the applicable governmental or business-type activities column in the government- wide financial statements. Capital assets are defined by the City as assets with an initial cost of more than $5,000; and infrastructure with an initial cost of more than $100,000. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed Donated capital assets area recorded at estimated fair market value at the date of donation. The cost of normal maintenance and repairs that do not add to the value of the asset or materially extend asset lives are not capitalized Property, plant, and equipment of the primary government, as well as the component units, are depreciated using the straight-line method over the following estimated useful lives: Buildings Improvements other than buildings Machinery and equipment Infrastructure assets - Roadway network 50 years 50 years 5 to 12 years 30 to 75 years 5. Land Held for Resale Land held for resale is recorded at the lower of cost or estimated net realizable value. The available fund balance is reserved in an amount equal to the carrying value of land and buildings held for resale because such assets are not available to finance current operations. The amount recorded as assets held for resale and the corresponding fund balance reserved as of June 30, 2007 was $2,260,925. 39 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 6. Long- Term Obligations In the government-wide statements long-term obligations are recorded as liabilities in the statement of net assets. 7. Compensated Absences It is the City's policy to accumulate earned but unused vacation, sick and compensatory time. The balance of unpaid vacation and compensatory time at June 30, 2007 is recorded as a liability. Unpaid compensated absences in proprietary fund types are recorded as a liability in those funds as vested benefits accrued for the employees. 8. Property Taxes Under California law, property taxes are assessed and collected by the counties up to 1% of assessed value, plus other increases approved by the voters. The property taxes go into a pool, and are then allocated to the cities based on complex formulas prescribes by state statues. Accordingly, the City of Chula Vista accrues only those taxes which are received within 60 days after year end. Lien Date: Levy Date: January I July I Delinquent Date: November I_1st Installment March I - 2nd Installment December 10- I st Installment April I 0 - 2nd Installment Due Date: Taxes are collected by San Diego County and are remitted to the City periodically. Dates and percentages are as follows: December January April May July 30% Advance Collection No. I 10% Advance Collection No.2 Collection No.3 The City accrues only those taxes which are received within 60 days after the year end. The City is a participant in the Teeter plan under the California Revenue and Taxation Code. The County of San Diego has responsibility for the collection of delinquent taxes and the City receives 100% of the levy. 40 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 9. Claims and Judgments The City records a liability for litigation, judgments, and claims when it is probable that an asset has been impaired or a liability has been incurred prior to year end and the probable amount of loss (net of any insurance coverage) can be reasonably estimated. Claims incurred but not reported are recorded as a liability when the liability has been incurred or an asset has been impaired and the amounts can be reasonably determined. 10. Fund Equity In the fund financial statements, governmental funds report reservations of fund balance for amounts that are not available for appropriation or are legally restricted by outside parties for use for a specific purpose. Designations of fund balance represent tentative management plans that are subject to change. 11. Estimates The preparation of financial statements in confonnity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. II. Stewardship, Compliance and Accountability A. Budgetary Accounting An annual budget is adopted by the City Council prior to the first day of the fiscal year. The budget process includes submittal of each department's budget request for the next fiscal year, a detailed review of each department's proposed budget by the City Manager and a fmal City Manager recommended budget that is transmitted to the City Council for its review before the required date of adoption. A pubic hearing is held to give the public the opportunity to comment upon the proposed budget. Notice of such public hearing is given in a newspaper of general circulation. The adoption of the budget is accomplished by the approval of a Budget Resolution. The legal level of budgetary control is at the department level. Any budget modification, which would result in an appropriation increase, requires City Council approval. The City Manager and Finance Director are jointly authorized to transfer appropriations within a departmental budget. Any appropriation transfers between departments require City Council approval. 41 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Reported budget figures are as originally adopted or subsequently amended plus prior year continuing appropriations. Such budget amendments during the year, including those related to supplemental appropriations, did not cause these reported budget amounts to be significantly different than the originally adopted budget amounts. All appropriations which are not obligated, encumbered or expended at the end of the fiscal year lapse and become part of the unreserved fund balance which may be appropriated for the next fiscal year. An annual budget for the year ended June 30, 2007 was adopted and approved by the City Council for the general, most special revenue and debt service funds. These budgets are prepared on the modified accrual basis of accounting except that encumbrances outstanding at year-end are considered as expenditures. The budget of the capital projects funds are primarily long-term budgets, which emphasize major programs and capital outlay plans extending over a number of years. Because of the long-term nature of these projects, annual budget comparisons are not considered meaningful, and accordingly, no budgetary information for capital projects funds is presented. In addition, no budgetary information is presented for the Developer Deposits Special Revenue Fund. B. Deficit Fund BalanceslNet Assets These deficit balances will be eliminated through future repayment of advances. The RDA Debt Service Fund has a deficit fund balance of $29,726,55 L The City Debt Service Fund has a deficit fund balance of $14,677,727. 42 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Ill. Detailed Notes on All Funds A. Cash and Investments At June 30, 2007, cash and investments are classified in the accompanying fmancial statements as follows: Statement of Net Assets: Cash and investments: Restricted cash and investments Held by City Held by fiscal agents $ 185,774,379 4,801,774 24,334,081 Fiduciary Funds: Cash and investments Cash and investments held by fiscal agents Total Cash and Investments 7,239,933 171,370,947 $ 393,521,114 Cash and investments as of June 30, 2007 consist of the following: Petty cash Deposits with financial institutions Investments Investments held by bond trustee (fiduciary funds) Total Cash and Investments $ 4,750 34,028,754 188,116,663 171,370,947 $ 393,521,114 43 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Investments Authorized by the California Government Code and the City's Investment Policy The table below identifies the investment types that are authorized for the City by the California Government Code (or the City's investment policy, where more restrictive). The table also identifies certain provisions of the California Government Code (or the City's investment policy, where more restrictive) that address interest rate risk, credit risk, and concentration of credit risk. This table does not address investments of debt proceeds held by bond trustee that are governed by the provisions of debt agreements of the City, rather than the general provisions of the California Government Code or the City's investment policy. Authorized Investment Type Banker's Acceptances Negotiable Certificates of Deposit Commercial Paper State and Local Agency Bond Issues U.S.Treasury Obligatious U.S. Agency Securities Repurchase Agreement Reverse-Repurchase Agreements Medium-Term Corporate Notes Time Certificates of Deposit Money Market Funds Local Agency Investment Fund (LAIF) Maximum Maturity 180 days 5 years 270 days 5 years 5 years 5 years 90 Days 90 Days 5 years 3 years 5 years N/A Maximum Percentage of Portfolio* 40% 30% 25% None None None None 20% 30% None 15% None Maximum Investment in One Issuer 30% None 10% None None None None None None None None $ 40 Million * Excluding amounts held by bond trustee that are not subject to California Government Code restrictions. Investments Authorized by Debt Agreements Investment of debt proceeds held by bond trustee are governed by provisions of the debt agreements, rather than the general provisions of the California Government Code or the City's investment policy. The following table identifies the investment types that are authorized for investments held by bond trustee. The table also identifies certain provisions of these debt agreements that address interest rate risk, credit risk, and . concentration of credit risk. 44 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Maximum Maximum Maximum Percentage Investment Authorized Investment Type Maturity of Portfolio. in One Issuer United States Treasury Obligations None None None Federal Home Loan Mortgage Corporation None None None Fartn Credit Banks None None None Federal Home Loan Banks None None None Federal National Mortgage Association None None None Student Loan Marketing Association None None None Financing Corporation None None None Resolution Funding Corporation None None None Certificates of Deposit, Time Deposits and Bankers' Acceptances 30 Days None None Co=ercial Paper 270 Days None None Money Market Funds N/A None None State Obligations None None None Municipal Obligations None None None Repurchase Agreements None None None Investment Agreements None None None Local Agency Investment Fund (LAIF) None None None Disclosures Relating to Interest Rate Risk Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment, the greater the sensitivity of its fair value to changes in market interest rates. One of the ways that the City manages its exposure to interest rate risk is by purchasing a combination of shorter term and longer term investments and by timing cash flows from maturities so that a portion of the portfolio is maturing or coming close to maturity evenly over time as necessary to provide the cash flow and liquidity needed for operations. Information about the sensitivity of the fair values of the City's investments (including investments held by bond trustee) to market interest rate fluctuations is provided by the following table that shows the distribution of the City's investments by maturity: 45 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Remaining Maturity (in Months) 12 Months 13 to 24 25 to 60 Investment Type or Less Months Months LAlF S 45,318,323 S 45,318,323 Medium Term Corporate Notes 7,429,530 7,429,530 federal Home Loan Bank 63,837,500 35,870,000 S 11,990,000 S 15,977,500 federal National Mortgage Association 20,865,937 16,870,937 1,997,500 1,997,500 federal Home Loan Mortgage Corporation 37,734,435 16,756,425 14,983,470 5,994,540 federal farm Credit Bank 12,930,938 6,944,063 2,995,312 2,991,563 Held by Bond Trustee (fiduciary funds): US Treasury 74,555,520 7,490,356 12,668,264 54,396,900 Local Agency Investment fund 17,895,760 17,895,760 Investment Agreements 18,984,030 10,918,880 8,065,150 Mutual funds 59,934,833 59,934,833 Cash with fiscal agent 804 804 Total S 359,487,610 S 225,429,911 S 44,634,546 S 89,423,153 Disclosures Relating to Credit Risk Generally, credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. The following presentation is the minimum rating required by (where applicable) the California Government Code, the City's investment policy, or debt agreements, and the actual rating as of year end for each investment type: Investment Type Federal agency securities Medium corporate lenn noles Local agency investment fund Held by Bond tnlslee (fiduciary funds): USG (US Treasury notes) Local agency investment fund Investment agreements Mutual funds Cash with fiscal agent Minimum No' Ratin~ as of Year End Ralin~ Rated AAAfAAA AA2IAA $ 135,368,810 N/A $ 135,368,810 7,429,530 A 5,938,910 $ 1,490,610 45,318,323 N/A $ 45,318,323 74,555,520 74,555,52lJ 17,895,760 17,895,760 18,984,030 1,628,278 17,355,752 59,934,833 59,934,833 804 N/A 804 $ 359,487,610 $ 63,214,887 $ 277,426,361 $ 18.846,362 46 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Concentration of Credit Risk The investment policy of the City contains limitations on the amount that can be invested in anyone issuer beyond that stipulated by the California Government Code. Investments in anyone issuer that represent 5% or more of total City's investments are as follows: Issuer Investment Type Reported Amount Federal National Mortgage Association Federal Home Loan Bank Federal Home Loan Mortgage Corp Federal Farm Credit Bank Federal agency securities $ Federal agency securities Federal agency securi ties Federal agency securities 20,865,937 63,837,500 37,734,435 12,930,938 Custodial Credit Risk Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, a government will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker-dealer) to a transaction, a government will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The California Government Code and the City's investment policy do not contain legal or policy requirements that would limit the exposure to custodial credit risk for deposits or investments, other than the following provision for deposits: The California Government Code requires that a financial institution secure deposits made by state or local governmental units by pledging securities in an undivided collateral pool held by a depository regulated under state law (unless so waived by the governmental unit). The market value of the pledged securities in the collateral pool must equal at least 1l0% of the total amount deposited by the public agencies. California law also allows financial institutions to secure City deposits by pledging fIrst trust deed mortgage notes having a value of 150% of the secured public deposits. As of June 30, 2007 $Il,618,666 of the City's deposits with fInancial institutions in excess of Federal Depository Insurance limits were held in collaterized accounts. Investment in State Investment Pool The City is a voluntary participant in the Local Agency Investment Fund (LAIF) that is regulated by California Government Code Section 16429 under the oversight of the Treasurer of the State of California. The fair value of the City's investment in this pool is reported in the accompanying fmancial statements at amounts based upon the City's 47 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 pro-rata share of the fair value provided by LAIF for the entire LAIF portfolio (in relation to the amortized cost of that portfolio). The balance available for withdrawal is based on the accounting records maintained by LAIF, which are recorded on an amortized cost basis. B. Loans Receivable At June 30, 2007, the City had the following loans receivable, including principal and accrued interest: South Bay Community Services South Bay Co=unity Villas, L.P. Girls and Boys Club Construction Loan Rancho Vista Housing (Chelsea Investment) St. Regis Park Chula Vista Rehabilitation CHIP Loans Civic Center Barrio Housing Corporation Loan Mobile Home Assistance Programs Chelsea Investment CorporationlSunbow Services Alpha m Development Inc. (Main Plaza, L.P.) Seniors on Broadway Wakeland Housing and Development Corporation Other loans receivable Total South Bav Community Services $ 4,948,815 5,133,710 143,750 1,628,219 1,971,650 2,378,753 234,597 55,952 408,558 1,920,814 3,632,300 105,831 37,000 $ 22,599,949 The City and Agency entered into severalloan agreements with South Bay Community Services, a California non-profit public benefit corporation. The loans were made to enable South Bay Community Services to provide affordable housing to low income families. Deeds of trust and assignment of rents secure the notes. Principal and interest are payable annually out of any and all residual receipts derived from the property and/or operation of the property. Interest accrues annually on the unpaid balance from rates ranging from 3% to 6%. Interest of $1,438,731 has been deferred at June 30, 2007. The outstanding balance at June 30, 2007 is $4,948,815. South Bay Communitv Villas. L.P. The City entered into a loan agreement with South Bay Community Villas, L.P. for the development of the Heritage Town Center multi-family rental housing project. Agency assistance is in the form of residual receipt loan secured by a promissory note and deed of trust. The outstanding principal and interest on the loan will be repaid over fifty five 48 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 years and shall accrue interest at 3% per annum. Payment of principal and interest on the Agency loan shall be made on an annual basis out of a fund equal to fifty percent of the net cash flow of the project (residual receipts) after debt service on bonds, payment of deferred developers fee, and reasonable operating expense have been paid. Interest of $733,710 has been deferred at June 30,2007. The outstanding balance of the loan as of June 30, 2007 was $5,133,710. Girls and Boys Club Construction Loan The City has made a loan of $250,000 for construction of a new facility for the Boys and Girls Club. The loan is interest free and will be repaid with equal annual payments over 20 years, starting in February 1999. The outstanding balance of the loan as of June 30,2007 was $143,750. Rancho Vista Housing The City and Agency have loaned $1,500,000 to CIC Eastlake, L.P. for the development and operation of Rancho Vista Housing project, a multifamily affordable housing project. The loan will be secured by promissory notes and deeds of trust. The outstanding principal and interest amount of the loan shall be repaid over fifty-five (55) years and shall accrue at the simple interest rate of 3 % per annum. Payment of principal and interest, or portions thereof, on the loan shall be made on an annual basis, out of a fund equal to 50% of the net cash flow of the project. Interest of $128,219 has been deferred at June 30, 2007. The outstanding balance of the loan as of June 30,2007 was $1,628,219. St. Regis Park The Agency entered into a loan agreement with the Chelsea Investment Corporation for the acquisition and rehabilitation of the 1l9-unit Pear Tree Apartments at 1025 Broadway. All units will be affordable to low-income households. The loan is secured by a deed of trust and will accrue 6% interest for 52 years. Payment of principal and interest shall be made on an annual basis out of a fund equal to 90% of the residual receipts. Interest of $584,498 has been deferred at June 30, 2007. The outstanding balance of the loan as of June 30, 2007 was $1,971,650. Chula Vista Rehabilitation CHIP Loans The Chula Vista Rehabilitation Community Housing Improvement Program (CHIP) is under the direct control of the Agency. CHIP offers deferred and low interest rate home improvement loans to qualified borrowers residing within a target area. Loan repayments are re-deposited into the program cash accounts and are redistributed as future loans. The program was originally funded entirely with Community 49 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Development Block Grant Federal funds. In recent years, the Agency began supplementing the program due to decreased availability of Federal grants. Interest of $200,508 was deferred as of June 30, 2007. The outstanding balance of the CHIP loans as of June 30,2007 was $2,378,753. Civic Center Barrio Housing Corooration Loan In 1991, the Agency entered into a loan agreement with the Civic Center Barrio Housing Corporation, a California non-profit public benefit corporation. The loan was made for the purchase of land and the development of a 28-unit low income housing project. During 1992, the loan was assigned to Park Village Apartments Ltd., a California limited partnership in which Civic Center Barrio Housing Corporation is the managing general partner. The loan is secured by a deed of trust on the property and assignment of rents. Principal and interest are payable monthly. Interest accrues annually at 5% of the unpaid principal balance of the note. The outstanding balance of the loan as of June 30, 2007 was $234,597. Mobile Home Assistance Programs The Agency entered into agreements with eligible residents of the Orange Tree Mobile Home Park, whereby the Agency loaned $250,030 as permanent financing assistance to residents for the purpose of purchasing certain mobile home property. The loans are secured by deeds of trust on the property and mature in 2017 or when the property is sold. Contingent interest will be charged based on calculations specified in the agreement. The outstanding balance of the loan as of June 30,2007 was $55,952. Chelsea Investment CoroorationlSunbow Services Co.. LLC The Agency entered into a residual receipts loan agreement with Chelsea Investment CorporationlSunbow Services Company, LLC for the development of the proposed 132 unit Villa Serena senior affordable housing project. The loan amount of $275,000 was funded by the Agency's Low & Moderate Income Housing Fund. Terms of the loan will be for 52 years at 6% per annum. Principal and interest payments will be made on an annual basis out of a fund equal to 90% of the "Residual Receipts." Interest of $133,558 has been deferred at June 30,2007. The outstanding balance of the loan as of June 30, 2007 was $408,558. Aloha III Develooment Inc (Main Plaza. L.P.) The Agency entered into a loan agreement with Main Plaza, LP (Borrower) to assist the borrower in acquiring and improving certain real property for occupancy by very low, lower and low and moderate income households. The loan bears an interest rate of 3 % per annum. The loan shall be due and payable on the date that is 55 years from the date 50 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 of the Agency's issuance of the Certificate of Completion. Interest of $120,814 was deferred as of June 30, 2007. The outstanding balance of the loan as of June 30,2007 was $1,920,814. Seniors on Broadway The Agency entered into a loan agreement with Seniors on Broadway Limited Partnership to assist the borrower in acquiring and improving certain real property for occupancy by very low, lower and low and moderate income households. The loan bears an interest rate of 3% per annum. The loan shall be due and payable on the date that is 55 years from the date of the Agency's issuance of the Certificate of Completion. Interest of$121,106 was deferred as of June 30, 2007. The outstanding balance of the loan as of June 30, 2007 was $3,632,300. Wakeland Housing and Development Corporation The Agency entered into a predevelopment loan agreement with Wakeland Housing and Development Corporation to assist the borrower in constructing affordable multi family apartment units for occupancy by extremely low, very low and lower income households. The loan is interest free. Repayment of the predevelopment loan is subject to the approval and execution of a Development and Loan Agreement within the negotiating period as set forth in the Exclusive Negotiating Agreement (ENA). If the Development and Loan Agreement is not approved or executed within the negotiating period, the loan shall be immediately due and payable. The outstanding balance of the loan as of June 30, 2007 was $105,831. Other Loans Receivable Other loans receivable amount to $37,000 and are loans to residents for the First Time Home Buyers Program. C. Interfund receivables, payables, and transfers The purpose of the interfund transactions is to make short-term and long-term interfund loans from one fund to another. Due to/from amounts are short term fmancing, the advances are for longer fmancing. 51 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Due to/from other funds: Receivable Fund General Nonmajor governmental funds Payable Fund Nonmajor governmental funds Nonmajor gove=ental funds Amount $ 237,908 2,074,716 Total $ 2,312,624 These interfund loans are to provide for negative cash balances at year-end and operating cash flow. Long-term Advances: As of June 30, 2007, balances were as follows: Advances to Development Nonmajor General Sewer Impact Governmental Advances from Fund Fund Fund Funds Total RDA Debt Service Fund $ 30,321,245 $ 5,024,641 $ 35,345,886 City Debt Service Fund $ 13,074,013 $ 913,419 690,295 14,677,727 Development Impact Fund 3,787,734 3,787,734 Total $ 30,321,245 $ 16,861,747 $ 913,419 $ 5,714,936 $ 53,811,347 The Agency has entered into reimbursement agreements with the City to reimburse the City for certain lease payments made by the City under various lease agreements. The balance as of June 30, 2007, is $25,362,155. The City Council authorized various loans to the Agency for operating purposes. The terms of the loans are indefinite. The balance as of June 30, 2007, is $4,959,090. The Bayfront Town Centre 1 Capital Projects Fund advanced funds to other capital projects funds for operating purposes. The terms of the advances are indefinite. The balance was $5,024,641 at June 30,2007. The City Council authorized loans with indefmite terms to Storm Drain Fund for $1,563,546; Special Assessment District Improvement Funds for $32,471; Salt Creek for $15,956,025 and General Fund $913,419. The Assessment District Loans are due and payable in 10 years, with the first payment due upon completion of the project. 52 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Interfund Transfers Transfers for the year ended June 30, 2007 were as follows: TnmstCrsOut Development &wcr RDA ",'"'''' Spccilll Doh, CapituJ Norllllll.jor Internal ('~"'"" Rcvcnue Service Projects Oovcrnmcntlll Tnmsit Service Tnmsfcrsln Fund Funds Funds (;uncls Funds t'und Funds Tota' Gcncr-.lI Fund $ 9,365,863 $ 4,OOO,00U $ 5.~1,9% $ 32,124 $ 18.67l},~3 Scv.'CI" Special fkvcllUC Fund 755,579 755,579 RDA Debt Service (;UnCI $ 15,635,139 1,738,037 17,373.176 City Debt SclVicc Fund $ 1U3,.511l 8,937 112,.455 Dcvcloplncr'ltlmpu.cl CllflituJ Projects hmd 560,9U5 560,905 Nonmajor Governmental Fund; 5,254,:m 37,624 1,025,976 4,794,538: 5,273,144 $ 22,618 10,294 16,418,447 Tot" $ 5,357,nl $ 9,403.487 $ 16,661,115 $ 10,111,022 $ 12,302,114 $ 22,618 $ 4:2,418 $ 53,900,545 General Fund - Operating support to reimburse the general fund for City Staff services and equipment. Total amount of reimbursement was $18,679,983. Sewer Soecial Revenue Fund - Operating support from the Trunk Sewer Capital Projects Fund for sewer operation in the amount of $755,579 from Development Impact Capital Projects Funds. RDA Debt Service Fund - Funding the debt service funds for repayment of various long-term obligations amounted to $1,738,037 and refunding of the 94 TABS, Series A, C and D with proceeds amounted to $15,635,139. City Debt Service Fund -Funding debt service funds for repayment of various long- term obligations amounted to $112,455. Development Impact Capital Proiects - Funding the closure of four Development Impact Fee components namely the Geographic Information System, Mainframe Computer System, Telephone Switch Expansion and Records Management amounted to $560,905. Non-maior Governmental Funds - Funding debt service funds for repayment of various long-term obligations amounted to $16,418,447. 53 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 D. Capital Assets A summary of changes in Governmental Activities capital assets at June 30, 2007 is as follows: Beginning Ending Balance Additions Retirements Balance Governmental Activities: Capital assets, not being depreciated: Land $ 63,979,746 $ 17,268,514 $ (57,776) $ 81,190,484 Construction in progress 51,595,767 22,046,742 (36,590,922) 37,051,587 Total Capital Assets, not Being Depreciated 115,575,513 39,315,256 (36,648,698) 118,242,071 Capital assets being depreciated: Buildings 160,375,744 18,729,044 179,104,788 Improvements olber !ban buildings 76,324,816 25,977,480 102,302,2% Machinery and Eq uipment 36,122,102 1,634,530 (2,215,241) 35,541,391 Infrastructure 679,014,578 66,160,923 745,175,501 Total Capita] Assets, Being Depreciated 95],837,240 112,501,977 (2,215,241) 1,062,123,976 Less accumulated depreciation: Buildings (20,888,237) (3,211 ,207) (24,099,444) Improvements olber !ban buildings (25,137,480) (1,535,230) (26,672,710) Machinery and Equipment (27,306,709) (3,322,212) 2,179,194 (28,449,727) Infrastructure (185,475,957) (17,535,843) (203,01 ],800) Total Accumulated Depreciation (258,808,383) (25,604,492) 2,179,194 (282,233,681 ) Total Capital Assets, Being Depreciated 693,028,857 86,897,485 (36,047) 779,890,295 Governmental Activities Capital Assets, Net $ 808,604,370 $ 126,212,741 $ (36,684,745) $ 898,132,366 54 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Depreciation expense was charged to functions/programs of the governmental activities as follows: General government $ 1,087,485 Public safety 2,529,701 Public works 20,355,234 Parks and recreation 1,373,019 Library 259,053 Total $ 25,604,492 A summary of changes in Business-Type Activities capital assets at June 30, 2007 is as follows: Beginning Balance Additions Retirements Ending Balance Business-type Activities: Capital assets, being depreciated: Machinery and Equipment $ 11,605,029 $ (504,615) $ 11,100,414 Less accumulated depreciation: Machinery and Equipment (5,064,515) $ (831,620) 454,154 (5,441,981) Business-type Activities Capital Assets, Net $ 6,540,514 $ (831,620) $ (50,461) $ 5,658,433 55 CiTY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 E. Long-Term Debt Changes in long-term debt for the year ended June 30, 2007 are as follows: Beginning Ending Due Within Balance Addi tions Repayments Balance One Year Governmental Activities: Tax allocation bonds $ 40,295,000 $ 25,760,000 $ 24,780,000 $ 41,275,000 $ 1,090,000 Pension obligation bonds 11,795,000 1,380,000 10,415,000 1,595,000 Certificates of participation 144,240,000 4,395,000 139,845,000 4,800,000 Bond premium 33,074 1,181 31,893 1,181 Bond discount (505,884) (24,090) (481,794) 24,090 ERAF loans 1,640,000 125,000 1,515,000 150,000 Notes payable 272,175 22,279 249,896 25,570 Capital1ea..o;es 1,862,154 190,522 1,671,632 201,287 Compensated absences 6,004,383 5,025,866 4,443,864 6,586,385 4,500,000 Total $ 206,141,786 $ 30,279,982 $ 35,313,756 $ 201,108,012 $ 12,387,128 Tax Allocation Bonds Balance Debt Debt Balance July 1,2006 Issue Retired June 30, 2007 1994 Senior Tax Allocation Refunding Bonds, Series A $ 12,590,000 $ (12,590,000) 1994 Senior Tax Allocation Refunding Bonds, Series D 4,945,000 (4,945,000) 1994 Subordinate Tax Allocation Refunding Bonds, Series C 6,855,000 (6,855,000) 2000 Tax Allocation Bonds 15,905,000 (390,000) $ 15,515,000 2006 Senior Tax Allocation Refunding Bonds, Series A $ 13,435,000 13,435,000 2006 Senior Tax Allocation Refunding Bonds, Series B 12,325,000 12,325,000 Total $ 40,295,000 $ 25,760,000 $ (24,780,000) $ 41,275,000 56 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 1994 Senior Tax Allocation Refunding Bonds. Series A In November 1994, the Agency issued $14,810,000 1994 Senior Tax Allocation Refunding Bonds, Series A, to refund the 1986 Tax Allocation Bonds. The bonds consist of $1,585,000 serial bonds which mature from 1998 to 2004 in amounts ranging from $185,000 to $275,000 and $12,885,000 term bonds with mature in 2024. Interest is payable semi-annually on March I and September I, at interest rates ranging from 5.85% to 7.625%. Bonds maturing on or after September I, 2006, are subject to optional redemption on any interest payment date on or after September I, 2005, at various redemption prices. The annual debt service is paid from property taxes increment in the project area. The balance outstanding as of June 30, 2007 was $0. This was refunded by 2006 Tax Allocation Refunding Bonds, Series A. 1994 Senior Tax Allocation Refunding Bonds. Series D In February 1996, the Agency issued $5,680,000 1994 Senior Tax Allocation Refunding Bonds, Series D, to refund the Agency's BayfrontfIown Centre Redevelopment Project 1994 Senior Tax Allocation Refunding Bonds, Series B. The 1994 Bonds, Series B, were paid off with the bond proceeds. The bonds are term bonds, which mature in 2024. Interest is payable semi-annually on March I and September I at 8.625%. The bonds are subject to redemption prior to maturity on any interest payment date, on or after September I, 2006, at various redemption prices. The bonds are subject to mandatory sinking fund redemption prior to maturity, in part, by lot on September I, 1997, and on each September I thereafter, without premium, from 1988 to 2024 in amounts ranging from $60,000 to $495,000. The annual debt service is paid from property tax increment generated in the project area. The balance outstanding at June 30, 2007 was $0. This was refunded by 2006 Tax Allocation Refunding Bonds, Series B. 1994 Subordinate Tax Allocation Refunding Bonds. Series C In November 1994, the Agency issued $8,195,000 1994 Subordinate Tax Allocation Refunding Bonds, Series C to refund the 1986 Tax Allocation Bonds. The bonds consist of $930,000 serial bonds which mature from 1998 to 2004 in amounts ranging from $100,000 to $145,000 and term bonds of $2,255,000 and $4,925,000 which mature in 2014 and 2024, respectively. Interest is payable semiannually on May I and November I at interest rates ranging from 5.95% to 8.25%. The bonds are subject to optional redemption on any interest payment date on or after May I, 2005, at various redemption prices. The annual debt service is paid from property tax increment generated in the project area. The balance outstanding at June 30, 2007 was $0. This was refunded by 2006 Tax Allocation Refunding Bonds, Series B. 57 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 2000 Tax Allocation Bonds In October 2000, the Agency issued $17,000,000 2000 Tax Allocation Bonds, to provide funds to fund a reserve account to pay expense of the Agency in connection with the issuance of the bonds and to finance or refinance certain redevelopment activities. The proceeds of the bonds were used to fund the acquisition and construction of certain capital improvements which are located in the Agency's Town Center I Project Area. The bonds consist of $9,535,000 serial bonds which mature from 2001 to 2030 in amounts ranging from $100,000 to $715,000 and term bonds of $1,440,000 and $6,025,000 which mature in 2022 and 2029, respectively. Interest is payable semiannually on March 1 and September 1 at interest rates ranging from 4.30% to 5.375%. The bonds are subject to optional redemption on any interest payment date on or after September 1,2004, at various redemption prices. The bonds are payable solely from certain tax increment revenues of the Agency and other funds held under the indenture. The balance outstanding at June 30,2007 was $]5,515,000. The annual debt service requirements for the 2000 Tax Allocation Bonds outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 405,000 $ 787,605 $ 1,192,605 2009 425,000 769,760 1,194,760 2010 440,000 750,943 1,190,943 2011 460,000 730,913 1,190,913 2012 480,000 709,523 1,189,523 2013-2017 2,655,000 3,175,681 5,830,681 2018-2022 3,170,000 2,443,198 5,613,198 2023-2027 4,115,000 1,479,864 5,594,864 2028-2031 3,365,000 333,116 3,698,116 Total $ 15,515,000 $ 11,180,603 $ 26,695,603 58 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 2006 Senior Tax Allocation Refunding Bonds. Series A In July 2006, the Agency issued $13,435,000 2006 Senior Tax Allocation Refunding Bonds, Series A to refinance the Agency's outstanding BayfrontfTown Centre Redeve]opment Project 1994 Senior Tax Allocation Refunding Bonds, Series A, and to satisfY the reserve reqnirement for the Bonds and provide for the costs of issuing the Bonds. The original bond proceeds were used in the acquisition of property, demolition, relocation, public improvements and funding the Low and Mod Income Housing Project. The bond consist of serial bonds which mature in 2028. Interest is payable semiannually on March 1 and September 1 at interest rates ranging from 4.00% to 4.60%. The bonds are subject to optional redemption on any interest payment date on or after September 1, 2012, at various redemption prices. The bonds are payable solely from certain tax increment revenues of the Agency and other funds held under the indenture. The balance outstanding at June 30, 2007 was $13,435,000. The economic gain of issuance of new debt was approximately $2.3 million. The annual debt service requirements for the 2006 Tax Allocation Refunding Bonds, Series A outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 395,000 $ 574,433 $ 969,433 2009 460,000 556,345 1,0] 6,345 2010 480,000 537,545 ] ,017,545 20]] 500,000 517,945 ],017,945 2012 520,000 497,545 1,017,545 2013-2017 2,950,000 2,120,993 5,070,993 2018-2022 3,620,000 1,430,010 5,050,010 2023-2027 3,995,000 547,265 4,542,265 2028 515,000 11,845 526,845 Total $ 13,435,000 $ 6,793,926 $ 20,228,926 59 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 2006 Subordinate Tax Allocation Refunding Bonds. Series B In July 2006, the Agency issued $12,325,000 2006 Subordinate Tax Allocation Refunding Bonds, Series B to refInance the Agency's outstanding Bayfront/Town Centre Redevelopment Project 1994 Senior Tax Allocation Refunding Bonds, Series C and D, and to satisfy the reserve requirement for the Bonds and provide for the costs of issuing the Bonds. The original bond proceeds were used in the acquisition of property, demolition, relocation, public improvements and funding the Low and Mod Income Housing Project. The bonds consist of $7,995,000 serial bonds which mature from 2007 to 2021 in amounts ranging from $290,000 to $735,000 and term bonds of $4,330,000 which mature in 2028. Interest is payable semiannually on April 1 and October 1 at interest rates ranging from 4.00% to 6.00%. The bonds are subject to optional redemption on any interest payment date on or after October 1,2012, at various redemption prices. The bonds are payable solely from certain tax increment revenues of the Agency and other funds held under the indenture. The balance outstanding at June 30, 2007 was $12,325,000. The economic gain of issuance of new debt was approximately $2.4 million. The annual debt service requirements for the 2006 Subordinate Tax Allocation Refunding Bonds, Series B outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 290,000 $ 605,065 $ 895,065 2009 410,000 556,165 966,165 2010 425,000 569,199 994,199 2011 440,000 551,084 991,084 2012 460,000 531,384 991,384 2013-2017 2,630,000 2,311 ,806 4,941,806 2018-2022 3,340,000 1,578,622 4,918,622 2023-2027 3,830,000 607,163 4,437,163 2028 500,000 13,125 513,125 Total $ 12,325,000 $ 7,323,613 $ 19,648,613 60 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Pension Obligation Bonds The Pension Obligation Bonds Series 1994, were issued by the City to pay the obligations from the City to the California Public Employees Retirement System for the City's unfunded pension liability. The total issue is comprised of the following: (I) Current Interest Bonds with original amount due of$7,415,000. These bonds mature in amounts ranging from $310,000 in 1996 to $1,820,000 in 2009. Interest is payable semi-annually on February I and August 1, beginning February 1, 1996, at interest rates ranging from 6.05% to 7.875% annually; (2) $7,000,000 Term Bonds are due August I, 2011, with a stated annual interest rate of 8.15% and are reflected in the annual debt service schedule below; (3) Capital Appreciation Bonds matured in 2006. The bonds mature in the initial principal amounts ranging from $800,000 in 2002 to $1,095,000 in 2005 and $480,036 in 2006. The effective annual yield on these bonds ranges from 7.690% to 8.34%. The bonds are not limited as to payment to any special source of funds of the City. The accreted value of the Pension Obligation Bonds at June 30,2007 was $10,415,000. The annual debt service requirements for the Pension Obligation Bonds outstanding at June 30, 2007 are as follows: Year Ending June 30, Principal Interest Total 2008 $ 1,595,000 $ 774,280 $ 2,369,280 2009 1,820,000 640,413 2,460,413 2010 2,020,000 486,688 2,506,688 2011 2,325,000 310,172 2,635,172 2012 2,655,000 107,859 2,762,859 Total $ 10,415,000 $ 2,319,412 $ 12,734,412 61 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Certificates of Participation Balance July 1, 2006 Additions Deletions Balance hme 30, 2007 2000 COP, Series A 2002 COP 2003 Refunding COP 2004 COP Civic Center Phase 1 2006 COP Civic Center Phase 2 $ 20,150,000 59,020,000 7,505,000 37,240,000 20,325,000 $ (1,180,000) $ (1,160,000) (1,280,000) (775,000) 18,970,000 57,860,000 6,225,000 36,465,000 20,325,000 Total $ 144,240,000 $ $ (4,395,000) $ 139,845,000 2000 COP. Series A In October 2000, the Chula Vista Public Financing Authority (Authority) issued $25,255,000 in 2000 Certificates of Participation, Series A, to provide funds to improve the City's 800 Megahertz emergency communications system, improve the City's Corporation Yard, fmance a reserve account for the certificates, and pay the costs of issuance incurred in connection with the execution and delivery of the certificates. The source of the repayments of the certificates is the lease payments to be made by the City to the Authority. The certificates mature in amounts ranging from $855,000 to 2001 to $1,790,000 in 2020. Interest is payable semi-armually on March I and September I, at interest rates ranging from 4.25% to 5.25%. The certificates maturing after September I, 2010, are subject to redemption at premiums ranging from zero to 2%. The outstanding balance at June 30, 2007 is $18,970,000. The armual debt service requirements for the 2000 Certificates of Participation outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 1,235,000 $ 887,922 $ 2,122,922 2009 1,025,000 838,484 1,863,484 2010 1,070,000 792,523 1,862,523 2011 1,120,000 744,343 1,864,343 2012 1,165,000 693,490 1,858,490 2013-2017 6,700,000 2,574,262 9,274,262 2018-2021 6,655,000 716,502 7,371,502 Total $ 18,970,000 $ 7,247,526 $ 26,217,526 62 CiTY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 2002 COP In June 2002, the Chula Vista Public Financing Authority issued $60,145,000 in 2002 Certificates of Participation to provide funds to construct the City's Police Headquarters, fmance the reserve account of the certificates, to capitalize interest during construction and to pay the cost of issuance of the certificates. The source of repayment of the certificates is the lease payments to be made by the City to the Authority. Interest is payable semiannually on February I and August I of each year commencing August 1,2005. As of June 30, 2007 the outstanding balance is $57,860,000. The annual debt service requirements for the 2002 Certificates of Participation outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 1,200,000 $ 2,714,146 $ 3,914,146 2009 1,240,000 2,671,346 3,911,346 2010 1,290,000 2,620,746 3,910,746 2011 1,340,000 2,568,146 3,908,146 2012 1,400,000 2,513,346 3,913,346 2013-2017 7,960,000 11,634,127 19,594,127 2018-2022 10,020,000 9,616,840 19,636,840 2023-2027 12,890,000 6,807,250 19,697,250 2028-2032 16,650,000 3,133,750 19,783,750 2033 3,870,000 96,750 3,966,750 Total $ 57,860.000 $ 44,376,447 $ 102,236.447 2003 Refunding COP In May 2003, the Chula Vista Public Financing Authority (Authority) issued $11,320,000 in 2003 Refunding Certificates of Participation to defease the 1993 Certificates, reimburse the City for amounts it has advanced to prepay the equipment lease, fmance a reserve account, and pay for the cost of issuance of the Certificates. The Certificates are to be repaid from lease payments made by the City to the Authority for leasing certain property. Interest is payable semiannually on March 1 and September 1 of each year commencing September 1, 2003. The certificates mature in 2013 and principal is payable on September 1 each year commencing September 1, 2003. As of June 30, 2007 the outstanding balance is $6,225,000. 63 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 The annual debt service requirements for the 2003 Refunding Certificates of Participation outstanding at June 30,2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 1,140,000 $ 154,455 $ 1,294,455 2009 940,000 131,525 1,071 ,525 2010 940,000 109,905 1,049,905 2011 965,000 84,880 1,049,880 2012 990,000 56,273 1,046,273 2013-2014 1,250,000 28,288 1,278,288 Total $ 6,225,000 $ 565,326 $ 6,790,326 2004 COP Civic Center Phase I In September 2004, the Chula Vista Public Financing Authority (Authority) issued $37,240,000 in 2004 Certificates of Participation to provide funding the fist phase of the reconstruction, renovation, and equipping of the City's Civic Center Complex. Proceeds will also be used to finance the reserve account of the certificates, to capitalize interest during construction, and to pay the cost of issuance of the certificates. The source of repayment of the certificates is the lease payments to be made by the City to the Authority. Interest is payable semiannually on March 1 and September 1 of each year commencing March 1, 2006. The certificates mature in 2034 and principal is payable on September 1 each year co=encing September 1, 2006. As of June 30, 2007, the outstanding balance is $36,465,000. 64 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 The annual debt service requirements for the 2004, Certificates of Participation Civic Center Project Phase I outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 790,000 $ 1,602,155 $ 2,392,155 2009 810,000 1,583,393 2,393,393 2010 830,000 1,561,118 2,391,118 2011 855,000 1,536,218 2,391,218 2012 885,000 1,507,361 2,392,361 2013-2017 4,940,000 7,022,931 11,962,931 2018-2022 6,025,000 5,943,970 11,968,970 2023-2027 7,470,000 4,493,388 11,963,388 2028-2032 9,410,000 2,555,275 11,965,275 2033-2034 4,450,000 336,500 4,786,500 Total $ 36,465,000 $ 28,142,309 $ 64,607,309 2006 COP Civic Center Phase 2 In March 2006, the Chula Vista Public Financing Authority (Authority) issued $20,325,000 in 2006 Certificates of Participation to provide funds for the construction and equipping of certain improvements to the Civic Center Complex of the City of Chula Vista and other existing City facilities, fund capitalized interest, fund a reserve fund, and pay the costs incurred in connection with the execution and delivery of the Certificates. The source of repayment of the certificates is the lease payments to be made by the City to the Authority. Interest is payable semiannually on March I and September I of each year commencing September 1, 2006. The certificates mature in 2036 and principal is payable on March 1 each year commencing March 1,2008. As of June 30, 2007 the outstanding balance is $20,325,000. 65 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 The annual debt service requirements for the 2006 Certificates of Participation Civic Center Project Phase 2 outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal mterest Total 2008 $ 435,000 $ 837,289 $ 1,272,289 2009 450,000 822,499 1,272,499 2010 465,000 807,199 1,272,199 2011 480,000 791,389 1,271,389 2012 495,000 775,069 1,270,069 2013-2017 2,750,000 3,600,479 6,350,479 2018-2022 3,315,000 3,034,506 6,349,506 2023-2027 3,895,000 2,289,984 6,184,984 2028-2032 4,075,000 1,447,813 5,522,813 2033-2036 3,965,000 456,074 4,421,074 Total $ 20,325,000 $ 14,862,301 $ 35,187,301 ERAF Loans In May 2005, the Agency participated in a $765,000 Loan Agreement with the California Statewide Communities Development Authority to fmance their 2005 share ofERAF Payments to the County Auditor. The annual debt service payments are: Year Ending June 30, Principal mterest Total 2008 $ 70,000 $ 31,752 $ 101,752 2009 70,000 28,704 98,704 2010 75,000 25,570 100,570 2011 80,000 22,118 102,118 2012 80,000 18,354 98,354 2013-2015 270,000 30,762 300,762 Total $ 645,000 $ 157,260 $ 802,260 66 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 In May 2006, the Agency participated in a $930,000 Loan Agreement with the California Statewide Communities Development Authority to fmance their 2006 share ofERAF Payments to the County Auditor. The annual debt services payments are: Year Ending June 30, Principal Interest 2008 $ 80,000 $ 49,256 2009 80,000 44,972 2010 85,000 40,632 20Il 90,000 35,996 2012 95,000 31,052 2013-20 I 6 440,000 68,046 Total $ 870,000 $ 269,954 Notes Payable Total $ 129,256 124,972 125,632 125,996 126,052 508,046 $ 1,139,954 In January 1994, the City entered into a note payable with a private party in order to purchase certain land and improvements for the ultimate purpose of constructing a three-level parking structure. The note calls for 240 monthly payments of principal and interest, commencing in April 1994 in the initial amount of $2,548 and increasing 3% percent annually. The annual interest rate is 8.29%. As of June 30, 2007, the outstanding balance is $249,896. Caoital Leases The City has agreed to participate in the San Diego County Regional Communication System (RCS). The City will finance its share of the RCS network infrastructure over 14 years and its total contribution will be $2,809,405. The agreement with the County will provide the City with full partnership in the RCS. As of June 30, 2007, the outstanding balance is $1,671,632. Comoensated Absences The City's liability for vested and unpaid compensated absences (accrued vacation) has been accrued and amounts to $6,586,385 at June 30, 2007. In business-type funds, the liabilities are reported in the fund as the benefits vest and are earned. Compensated absence at June 30, 2007 were obligations of the following funds: GoverrunentalFunds Fleet Management Total $ 6,503,633 82,752 $ 6,586,385 67 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Defeased Debt On May 29, 1986, the Agency advance refunded the $7,150,000 1979 Tax Allocation Bonds by placing in an irrevocable trust amount sufficient to meet all future debt service payments of the refunded debt. As a result the 1979 bonds were considered defeased and the liability was removed from the City's books. The outstanding balance at June 30,2007, was $0. F. Special Assessment Debt - Non-City Obligation Bonds issued to finance public improvement projects in certain assessment districts are liabilities of the property owners and are secured by liens against the assessed property. The City acts as an agent for collection of principal and interest payments by the property owners and remittance of such monies to the bondholders. The City has no obligation or duty to pay any delinquency out of any available funds of the City. Neither the faith, credit, nor the taxing power of the City is pledged to the payment of the bonds. Thereafter, none ofthe following obligations are included in the accompanying basic financial statements. 68 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 As of June 30, 2007, the total special assessment debt outstanding was as follows: CFD 06-1 A Eastlake Woods, Vista, Land Swap $ CFD 06-1 B Eastlake Woods, Vista, Land Swap CFD 01-2 McMillin Otay Valley Ranch Village 6 CFD 08-1 Otay Ranch Village CFD 07-1 Otay Ranch Village II CFD 12-1 McMillin Otay Ranch Village 7 CFD 200 I-I B San Miguel Ranch 2005 Improvement CFD 13-1 McMillin Otay Ranch Village 7 CFD 07-1 McMillin Otay Ranch Village I 2005 Revenue Refunding Bonds AD 94-1 Eastlake Greens Phase II RAD200 I-I Refunding Revenue Bonds Residential RAD2001-2 Refunding Revenue Bonds Commercial Industrial Development Revenue Bonds, 1992 Series A-D Industrial Development Revenue Bonds, 1996 Series A-B Industrial Development Revenue Bonds, 1997 Series A Industrial Development Revenue Bonds, 2004 Series A-F Industrial Development Revenue Bonds, 2006 Series A Total Original Amount 39,000,000 7,880,000 10,250,000 21,655,000 28,050,000 22,565,000 12,230,000 16,620,000 16,950,000 93,930,000 7,464,474 20,445,000 9,705,000 250,000,000 98,900,000 25,000,000 251,265,000 161,240,000 Outstanding June 30, 2007 $ 37,210,000 7,635,000 9,795,000 20,915,000 27,580,000 22,565,000 12,230,000 16,620,000 16,950,000 91,680,000 3,835,000 18,285,000 3,005,000 150,000,000 98,900,000 25,000,000 251,265,000 161,240,000 $ 1,093,149,474 $ 974,710,000 G. Debt Compliance At June 30, 2007, City management believes that the City has complied with all requirements of its various debt agreements. H. Self Insurance The City is self-insured for the first $250,000 per occurrence for its general liability losses including personal injury, property damage, errors and omission, automobile liability and employment practices liability. For those losses between $250,000 and $2,000,000 per occupied the City pools its liabilities tlrrough its membership in the San Diego Pooled insurance Program Authority (SANDPlPA). Insurance for losses in excess of the $2,000,000 up to $37,000,000 is purchased on a group basis by the member cities. 69 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 SANDPLP A is a joint powers authority comprised of twelve San Diego County cities. The Board of Directors consists of one staff representative (and an alternative) from each of the member cities as designated by the city's governing body. Each member City has equal representation on the Board of Directors. The Board of Directors is liable for all actions ofSANDPLPA. The SANDPIPA Board of Directors establishes an Executive Committee that is responsible for the administration and operation of the risk management programs of the Authority, subject to the control of the Board. The Executive Committee consists of the Board President, Vice-President, Treasurer and a member at-large nominated by the Board President and approved by a vote of the Board. The Executive Committee is responsible for the oversight of all SANDPIPA operations, including preparation and submittal of the Pool's annual budget to the Board for its review and approval. Annual pool premiums and assessments are approved by the Board of Directors and are adjusted annually based on the member city's incurred losses; the member's share of such losses and other expenses as a proportion of all member's losses; historical contributions to reserves (including reserves for lBNR losses); the cost to purchase excess liability insurance and other coverage and a proportionate share of administrative expenses. The City is self-insured for the fIrst $500,000 per occurrence for worker's compensation liabilities. Excess workers' compensation coverage is obtained through participation in the CSAC Excess Insurance Authority's Excess Workers' Compensation Program. As of June 30, 2007, there are 147 member entities participating in the program that offers per occurrence coverage up to $5,000,000 through pooled resources and from $5,000,000 to $150,000,000 via a group purchased excess insurance policy. Only the probable amounts of loss as estimated by the City's Risk Manager and Attorney, including an estimate of incurred-but-not reported losses, have been recorded as liabilities in the accompanying basic fInancial statements. There were no reductions in insurance from the prior year and there were no insurance settlements that exceeded coverage in each of the past three years. 70 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 The following change in the balance of claims payable as recorded in the Governmental Activities were as follows: 2007 2006 Unpaid claims, beginning of year $ 12,618,048 $ 8,948,014 Incurred claims and changes in estimates 4,617,779 7,204,186 Claim payments (3,356,238) (3,534,152) Unpaid Claims, End of Year $ 13,879,589 $ 12,618,048 Due Within One Year $ 3,300,000 $ 3,500,000 The liabilities for claims and judgments typically will be liquidated from the General Fund. IV. Other Information A. California Public Employees' Retirement Plan Plan Description: The City contributes to the California Public Employees' Retirement System (PERS), an agent multiple-employer public employee defmed benefit pension plan. PERS provides retirement and personal disability benefits, annual cost-of-living adjustments, and death benefits to plan members and beneficiaries. PERS acts as a common investment and administrative agent for participating public entities within the State of California. Benefit provisions and all other requirements are established by the State statute and the City ordinance. Copies of PERS' annual fmancial report may be obtained from their Executive Office located at 400 P Street, Sacramento, California 95814. Funding Policy: Active plan members are required by State statute to contribute 8% for miscellaneous and 9% for safety employees of their annual covered salary. The City employer makes the contribution required of City employees on their behalf and for their account, which amounted to $7,922,499 for the year ended June 30, 2007. The City is required to contribute at an actuarially determined rate, which is 26.505% for miscellaneous employees and 30.055% for safety employees. 71 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Annual Pension Cost: For 2006-2007, the City's annual pension cost of $17,773,292 for PERS was equal to the City's required and actual contributions. The required contribution was determined as part of the June 30, 2005, actuarial valuation using the entry age normal actuarial cost method. The actuarial assumptions included (a) 7.75% investment rate of return (net of administrative expenses), (b) projected salary increases range from 3.25% to 14.45% for miscellaneous employees and 3.25% to 13.15% for safety employees depending on age, service and type of employment and (c) 3.25% per year cost of living adjustments. Both (a) and (b) included an inflation component of3%. The actual value of PERS assets was determined using techniques that smooth the effects of short-term volatility in the market value of investments over a three year period. PERS unfunded actual accrued liability (or surplus) for both miscellaneous and safety employees are being amortized as a level percentage payrolls over a closed 20-year period for prior and current service unfunded liability. Three-year trend information for the Miscellaneous and Safety Plans: Fiscal Pension Percentage of Net Pension Year Cost (APe) APC Contributed Obligation 6/30/2005 $ 13,614,272 100% $ 6/30/2006 17,893,117 100% 6/30/2007 17,773,292 100% B. Defmed Contribution Pension Plan The City provides pension plan benefits for all of its part-time employees through a defined contribution plan (Public Agency Retirement Plan). In a defined contribution plan, benefits depend solely on amounts contributed to the plan plus investment earnings. The plan is administered by Phase 11 Systems. All part-time employees are eligible to participate from the date of employment. Federal legislation requires contributions of at least 7.5% to a retirement plan, and City Council resolved to match the employees' contributions of 3.75%. The City's contributions for each employee (and interest earned by the accounts) are fully vested immediately. For the year ended June 30, 2007, the City's total payroll and covered payroll was $3,839,230. The City made employer contributions of $143,971 (3.75% of current covered payroll), and employees contributed $143,971 (3.75% of current covered payroll). 72 CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 C. Commitments and Contingent Liabilities The City is presently involved in certain matters of litigation that have arisen in the normal course of conducting City business. City management believes, based upon consultation with the City Attorney, that these cases, in the aggregate, are not expected to result in a material adverse financial impact on the City. Additionally, management believes that the City's insurance programs are sufficient to cover any potential losses should an unfavorable outcome materialize. The City participates in a number of federally assisted grant programs, including those from the U.S. Department of Housing and Urban Development, the U.S. Department of Justice, the U.s. Department of Treasury, and the U.S. Department of Education. Receipts from these grant programs are subject to audit to determine if the monies were expanded in accordance with appropriate statutes, grant terms and regulations. The City believes no significant liabilities will result. The General Fund has loaned approximately $578,149 to the Agency for unreimbursed services rendered by City staff. It is anticipated that the Agency will repay this loan from tax increment revenues. Currently, tax increment revenues are used to pay for related debt service expenditures and possible future debt issuance. As a result, the Agency is uncertain if the amount will be repaid to the City's General Fund. Accordingly, this contingent payable has not been reported in accompanying basic financial statements. The Agency will record the contingent payable when payment is as sured. V. Accounting for Termination Benefits The City implemented GASB Statement No. 47, Accountingfor Termination Benefits during the fiscal year ended June 30, 2006. The City entered into a separation agreement with the former Assistant City Manager totaling $140,476 (which includes salary, retirement and health benefits) to be paid out during fiscal year 2007-08. The liability has been reflected in the financial statements as of June 30, 2007. VI. Subsequent Event On October 16, 2007 a resolution was approved by the City Council amending the contract between the Board of Administration of the California Public Employees Retirement System and the City of Chula Vista to provide two years additional service credit to all local, miscellaneous and local safety members that retire during a designated 90-day eligibility window, November 8, 2007 through February 5, 2008. The City Council additionally adopted the same resolution approving the medical incentive program for eligible employees. This was done to implement cost saving measures to balance the city's current budget. 73 This page has been left blank intentionally. 74 REQUiRED SUPPLEMENTARY iNFORMATiON 75 This page has been left blank intentionally. 76 CITY OF CHULA VISTA Required Supplementary Information PERS Schedule of Funding Progress June 30, 2007 Miscellaneous Emolovees Unfunded Actuarial Liability/ Annual ULAs a Actuarial Accrued Asset (Excess Funded Covered %of Valuation Liability Value Assests) Status Payroll Payroll Date (a) (b) [(a)-(b)] [(b)/(a)] (c) [(a)-(b)]/(c) 6/30/2004 $ 206,730,274 $ 154,849,579 $ 51,880,695 74.9% $ 47,920,530 108.3% 6/30/2005 232,282,399 174,477,224 57,805,175 75.1% 52,893, 195 109.3% 6/30/2006 257,692,801 196,921,453 60,771,348 76.4% 57,654,921 105.4% Safety Emolovees Unfunded Actuarial Liability/ Annual UL As a Actuarial Accrued Asset (Excess Funded Covered %of Valuation Liability Value Assests ) Status Payroll Payroll Date (a) (b) [(a)-(b)] [(b)/(a)] (c) [(a)-(b)]/(c) 6/30/2004 $ 175,892,648 $ 160,902,527 $ 14,990,121 91.5% $ 22,412,640 66.9% 6/30/2005 196,045,435 174,416,640 21,628,795 89.0% 26,1 19,100 82.8% 6/30/2006 221,829,740 190,269,514 31,560,226 85.8% 31,000,407 101.8% 77 CITY OF CHULA VISTA General Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Budgeted Amounts Positive Original Final Actual (Negative) Revenues: Taxes $ 84,689,144 $ 84,689,144 $ 77,282,443 $ (7,406,70] ) Intergovernmental revenue 23,578,957 24,7] 6,466 24,] 52,3] 6 (564,]50) Licenses and permits 4,28],735 4,28],735 2,730,534 (1,55],20]) Charges for services 17,472,] 65 17,707,048 ]6,259,086 (1,447,962) Fines, forfeitures, and penalties ],462,125 ] ,462,] 25 1,315,262 (146,863) Use of money and property 2,430,686 2,550,687 2,355,304 (] 95,383) Other revenues 20,462,608 2],094,228 2],970,468 876,240 Total Revenues ] 54,377 ,420 156,50] ,433 146,065,413 (10,436,020) Expenditures: General government City council ],638,747 ],638,747 1,513,]13 125,634 Boards and commissions 14,252 ]4,252 ]],447 2,805 City clerk ],]03,870 ],] 95,231 1,166,484 28,747 City attorney 2,662,141 2,723,608 2,72] ,778 ],830 Administration 3,972,502 3,986,459 3,499,210 487,249 Management and information 4,405,560 4,46],887 4,202,550 259,337 Human resources 5,377 ,199 12,162,452 8,202,098 3,960,354 Finance 3,205,939 3,205,939 2,978,448 227,49 ] Community development 3,799,375 3,954,618 3,668,786 285,832 Planning and building 10,474,6]8 10,616,759 10,075,239 54] ,520 Public safety: Police 50,046,557 5],3]5,246 49,625,680 1,689,566 Fire 22,480,372 23,586,746 22,917,760 668,986 Public works: Engineering 7,815,740 7,908,040 6,586,807 ],32],233 Services 32,09] ,000 32,389,56] 3],706,784 682,777 Parks and recreation 8,]99,963 8,237,944 7,268,640 969,304 Library 10,205,256 10,393,439 9,677,724 715,715 Non-departmental: Furlough and pension obligation bonds (3,952,369) (3,953,131) (2,]23,251) (1,829,880) Capital outlay 877,715 400,584 477,131 Total Expenditures 163,540,722 174,7]5,512 164,099,881 ]0,615,631 (Continued) 78 CITY OF CHULA VISTA General Fund Budgetary Comparison Schedule (Continued) For the Year Ended June 30, 2007 Variance Budgeted Amounts Positive Original Final Actual (Negative) Excess (Deficiency) of Revenues Over (Under) Expenditures (9,163,302) (18,214,079) (18,034,468) 179,611 Other Financing Sources (Uses): Transfers in 18,792,942 18,850,749 18,679,983 (170,766) Transfers out (6,534,007) (6,537,007) (5,357,771) 1,179,236 Total Other Financing Sources (Uses) 12,258,935 12,313,742 13,322,212 1,008,470 Net Change in Fund Balance 3,095,633 (5,900,337) (4,712,256) 1,188,081 Fund Balance, Beginning of Year 39,885,953 39,885,953 39,885,953 Fund Balance, End of Year (budgetary basis) $ 42,981,586 $ 33,985,616 35,173,697 $ 1,188,081 Encumbrances outstanding at year end 328,560 Fund Balance, End of Year (GAAP basis) $ 35,502,257 See Accompanying Note to Required Supplementary Information 79 CITY OF CHULA VISTA Sewer Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Budgeted Amounts Po si tive Original Final Actual (Negative) Revenues: License and permits $ 400,000 $ 400,000 $ 115,161 $ (284,839) Charges for services 29,719,987 29,719,987 27,334,561 (2,385,426) Fine and forfeitures 9,300 9,300 Use of money and property 1,282,500 1,282,500 1,038,413 (244,087) Other revenues 429,932 429,932 380,338 (49,594) Total Revenues 31,832,419 31,832,419 28,877,773 (2,954,646) Expenditures: Public works 19,416,874 19,506,706 16,355,029 3,151,677 Capital outlay 610,550 4,458,604 1,074,273 3,384,331 Total Expenditures 20,027,424 23,965,310 17,429,302 6,536,008 Excess of Revenues Over (Under) Expenditures 11,804,995 7,867,109 11,448,471 3,581,362 Other Financing Sources (Uses): Transfers in 8,000,000 835,281 755,579 (79,702) Transfers out (16,361,469) (9,888,317) (9,403,487) 484,830 Total Other Financing Sources (Uses) (8,361,469) (9,053,036) (8,647,908) 405,128 Net Change in Fund Balance 3,443,526 (1,185,927) 2,800,563 3,986,490 Fund Balance, Beginning of Year 34,398,352 34,398,352 34,398,352 Fund Balance, End of Year (budgetary basis) $ 37,841,878 $ 33,212,425 37,198,915 $ 3,986,490 Encumbl1lJ1ces outstanding at year end 172,845 Fund Balance, End of Year (GAAP basis) $ 37,371,760 See Accompanying Note to Required Supplementary Information. 80 CITY OF CHULA VISTA Note to Required Supplementary Information June 30, 2007 1. BUDGET AND BUDGETARY ACCOUNTING An annual budget is adopted by the City Council prior to the fIrst day of the fIscal year. The budget process includes submittal of each department's budget request for the next fIscal year, a detailed review of each department's proposed budget by the City Manager and a final City Manager recommended budget that is transmitted to the City Council for its review before the required date of adoption. A pubic hearing is held to give the public the opportunity to comment upon the proposed budget. Notice of such public hearing is given in a newspaper of general circulation. The adoption of the budget is accomplished by the approval of a Budget Resolution. The legal level of budgetary control is at the department leveL Any budget modifIcation, which would result in an appropriation increase, requires City Council approval. The City Manager and Finance Director are jointly authorized to transfer appropriations within a departmental budget. Any appropriation transfers between departments require City Council approvaL Reported budget fIgures are as originally adopted or subsequently amended plus prior year continuing appropriations. All appropriations which are not obligated, encumbered, or expended at the end of the fIscal year lapse and become part of the unreserved fund balance which may be appropriated for the next fiscal year. An annual budget for the year ended June 30, 2007 was adopted and approved by the City Council for the general, special revenue, and debt service funds. These budgets are prepared on the modifIed accrual basis of accounting except that encumbrances outstanding at year-end are considered as expenditures. The budget of the capital projects funds are priroarily long-term budgets, which emphasize major programs and capital outlay plans extending over a number of years. Because of the long-term nature of these projects, annual budget comparisons are not considered meaningful, and accordingly, no budgetary information for capital projects funds is included in the accompanying basic fInancial statements. 81 This page has been left blank intentionally. 82 SUPPLEMENTARY INFORMATION 83 CITY OF CHULA VISTA Redevelopment Agency Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Taxes $ 3,739,984 $ 2,327,101 $ (1,412,883) Intergove=ental 255,300 255,300 Use of money and property 394,589 386,439 (8,150) Other 2,207 2,207 Total Revenues 4,389,873 2,971,047 (1,418,826) Expenditures: Current: General government 18,250 261,354 (243,104) Debt service: Principal 25,510,002 24,905,001 605,001 Interest and fi seal charges 6,569,967 4,560,806 2,009,161 Total Expenditures 32,098,219 29,727,161 2,371,058 Excess (Deficiency) of Revenues Over (Under) Expenditures (27,708,346) (26,756,114) 952,232 Other Financing Sources (U ses): Issuance of debt 24,982,645 24,982,645 0 Transfers in 21,171,520 17,373,176 (3,798,344) Transfers out (21,171,519) (16,661,115) 4,510,404 Total Other Financing Sources (Uses) 24,982,646 25,694,706 712,060 Net Change in Fund Balance (2,725,700) (1,061,408) 1,664,292 Fund Balance, Beginning of Year (25,808,442) (28,665,143 ) (2,856,70 I) Fund Balance, End of Year $ (28,534,142) $ (29,726,551) $ (1,192,409) 84 CITY OF CHULA VISTA City Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Expenditures: Debt service: Principal 45,449 45,449 Interest and fiscal charges $ 58,069 $ 593,617 $ (535,548) Excess (Deficiency) of Revenues Over (Under) Expenditures (103,518) (593,617) (490,099) Other Financing Sources (Uses): Transfers in 383,205 112,455 (270,750) Transfers out (311,750) 311,750 Total Other Financing Sources (Uses) 71,455 112,455 41,000 Net Change in Fund Balance (32,063) (481,162) (449,099) Fund Balance, Beginning of Year (14,445,589) (14,196,565) 249,024 Fund Balance, End of Year $ (14,477,652) $ (14,677,727) $ (200,075) 85 This page has been left blank intentionally. 86 NONMAJOR SPECIAL REVENUE FUNDS Transportation Grants - This fund is used to account for revenues and expenditures received from the State under Street and Highway Code Sections 2106, 2107 and 2107.5. The allocations must be spent for street maintenance or construction and a limited amount for engineering. Parking Meter - This fund accounts for revenues from on/off street parking and issued parking citations within the parking district. The funds derived must be expended for a purpose substationally connected with the problem of traffic regulation and control in the parking district Traffic Safety - This fund is a depository for all monies derived from vehicle code fines (excluding parking violations). The fines are collected through the County court system and remitted to the City monthly. These monies may be expended only for traffic control devices and equipment and maintenance thereof or for the maintenance, improvement or construction of public streets. Town Centre 1- This fund is used to account for revenues from an in lieu parking fee. The in lieu parking fee applies to any developer of a new commercial building or addition to an existing commercial building within the Downtown Parking district. Use of monies in this fund is restricted for the purchase or development of parking sites. Onen Space Districts - This fund is a depository for all monies received for all flat rate property tax assessments levied against benefiting property owners for the maintenance of open space areas. Housing- Programs - This fund is for federal housing rehabilitation monies held in trust by Bank of America for issuance of housing rehab loans to qualified low and moderate income recipients. Sundrv Grants - This fund consists of miscellaneous grants/revenues such as: supplemental law enforcement services, California Library Services Act, Public Library Act, asset seizure, local law enforcement block grants, federal library grants, waste management and recycling, energy conservation, parks and recreation social service grants, G. McCandliss memorial cultural arts, federal assistance, CDBG Section 108 loan, CDBG program income project, HOME project, and Community Development Block grants. Transportation Sales Tax - This fund was established for the receipt and disbursement of all transportation sales tax revenues for the City. NONMAJORDEBT SERVICE FUNDS Public Financing Authoritv - This fund is used to account for fmancing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to the City and / or to refmance outstanding obligations of the City. 1994 POB - This fund receives payments from the City for payment of principal and interest due on 1994 taxable pension obligation bonds. Notes Pavable - This fund is used for the payment of principal and interest on various notes payable. SD Regional Comm Svstem - This fund is used to account for the City's portion of the infrastructure and fmancing costs of the San Diego County regional communications systems (RCS). NONMAJORCAPITAL PROJECTS FUNDS Residential Construction Tax - This fund is a depository for fees levied for the construction, replacement or conversion of all dwelling units within the City including hotels and motels. Bicvcle Facility - This fund was established as a depository for local Transportation Development Act funds (Article 3.0) received from the County for the purpose of bicycle related programs. Industrial Develop Authoritv - This fund was established to account for staff costs in assisting in the issuance of industrial development bonds. A fee of 1/8 of I % is charged to reimburse costs incurred. Redevelopment Capital Proiect - This fund was established to account for capital improvement projects related to various redevelopment areas. Assessment District Improvement - This fund was established as a depository for monies received from issuance of bonds for various assessment districts. The monies are used to finance the construction of public works improvements in the related districts. Sewer Facilitv Replacement - This fund is a depository for a portion of the revenue derived from the monthly sewer service charge. Monies in this fund shall be used solely for the purpose of refurbishment and/or replacement of sewerage facilities including related evaluation, engineering and utility modification costs. 88 Capital Improvement PrOgram - 1bis fund was established to set aside monies for capital improvement projects. 1bis fund does not generate revenues from any source except by transfer from other funds and interest earned on monies in the fund. Monies transferred to the fund are expended for budgeted capital improvement projects and monies remaining after completion of a project are transferred back to the fund from which the project was originally financed. Transportation Partnership - 1bis fund is a depository for the revenues received from the State and Local Transportation Partnership Program Funds must be spent for street purposes. Other Transportation Program - 1bis fund is a depository for the revenues received from the Federal Safety Program. Funds must be spent for street, public highway bridges and other regional surface transportation programs. Transportation Equity Act - This fund was established to account for reimbursable capital improvement program such as highway safety, transit, and other surface transportation programs from FY98 through FY 2003 as required by PL 105-178.. Traffic Congestion Relief - This fund is a depository for the revenues received from the Traffic Congestion Relief Fund as required by AB2928. The monies must be spent for street or road maintenance or reconstruction. 89 CITY OF CHULA VISTA Combining Balance Sheet Nonmajor Governmental Funds June 30, 2007 Special Revenue Transportation Parking Traffic Town Grants Meter Safety Centre I Assets Cash and investments $ 10,688 $ 141,425 $ 247,772 $ 27,997 Receivables: Accounts Taxes 373,833 Interest 8,894 1,821 1,680 308 Loans Due from other funds Due from other governments 79,492 Advances to other funds Restricted cash and investments: Held by City Held by fiscal agent Land held for resale Total Assets $ 393,415 $ 143,246 $ 328,944 $ 28,305 Liabilities and Fund Balances Liabilities: Accounts payable and accrued liabilities $ 22,153 $ 2,534 Due to other funds Deferred revenue Total Liabilities 22,153 2,534 Fund Balances: Reserved for: Encumbrances 7,369 1,579 Loans receivables and advances Land held for resale Debt service Total Reserved 7,369 1,579 Unreserved: Designated for: Contingency 31,994 106,029 Capital projects Undesignated: Special revenue 331,899 33,104 $ 328,944 $ 28,305 Capital projects Total Fund Balances 371,262 140,712 328,944 28,305 Total Liabilities and Fund Balances $ 393,415 $ 143,246 $ 328,944 $ 28,305 90 Special Revenue Open Space Housing Sundry Traffic Redevelopment Transportation Districts Programs Grants Signals Agency Sales Tax $ 11,355,213 $ 818,012 $ 3,816,391 $ 5,914,175 $ 15,068,150 504 58,244 77,454 106,519 8,044 46,009 52,159 154,135 $ 225,065 8,662,711 13,568,423 774,310 629,749 609 368,820 4,432,954 $ 11,519,976 $ 593,885 $ 10,893,330 $ 3,862,400 $ 24,045,774 $ 15,222,285 $ 597,028 $ 251,577 $ 24,759 $ 104,318 $ 41,949 1,012,218 $ 71 2,019,828 2,035,871 597,028 71 3,283,623 24,759 2,140,189 41,949 290 360,745 693 75,603 157,545 224,994 7,237,509 11,532,552 290 224,994 7,598,254 693 11,608,155 157,545 11,453 657,016 10,265,642 368,820 3,836,948 10,297,430 15,022,791 10,922,948 593,814 7,609,707 3,837,641 21,905,585 15,180,336 $ 1l,519,976 $ 593,885 $ 10,893,330 $ 3,862,400 $ 24,045,774 $ 15,222,285 (Continued) 91 CITY OF CHULA VISTA Combining Balance Sheet Nonmajor Governmental Funds (Continued) June 30, 2007 Debt Service Public Financing 1994 Notes SD Regional Authority POB Payable Cornm. System Assets Cash and investments $ 1,394,046 $ 3,043 $ 2 $ 166 Receivables: Accounts Taxes Interest 3,808 Loans Due from other funds Due from other governments Advances to other funds Restricted cash and investments: Held by City Held by fiscal agent 11,640,952 55 Land held forresale Total Assets $ 13,038,806 $ 3,098 $ 2 $ 166 Liabilities and Fund Balances Liabilities: Accounts payable and accrued liabilities Due to other funds Deferred revenue Total Liabilities Fund Balances: Reserved for: Encumbrances Long-term receivables and advances Land held for resale Debt service $ 13,038,806 $ 3,098 $ 2 $ 166 Total Reserved 13,038,806 3,098 2 166 Unreserved: Designated for: Contingency Capital projects Undesignated: Special revenue Capital projects Total Fund Balances 13,038,806 3,098 2 166 Total Liabilities and Fund Balances $ 13,038,806 $ 3,098 $ 2 $ 166 92 Capital Projects Residential Industrial Redevelopment Assessment Construction Bicycle Develop Capital District Tax Facility Authority Projects Improvement $ 2,960,377 $ 48,989 $ 9,389 $ 1,509,422 $ 2,250,717 309,817 266 39,220 2,224 95 28,694 21,408 1,274,659 773,435 5,024,641 4,000,272 2,260,925 $ 2,999,597 $ 51,213 $ 9,484 $ 15,181,865 $ 2,272,391 $ 17,215 $ 2,739,216 1,274,659 $ 51,213 1,402,819 17,215 51,213 5,416,694 53,571 280,666 4,349,509 2,260,925 53,571 6,891,100 2,928,811 $ 9,484 2,874,071 $ 2,272,391 2,982,382 $ 2,999,597 $ 51,213 $ 9,484 9,484 9,765,171 $ 15,181,865 2,272,391 $ 2,272,391 (Continued) 93 CITY OF CHULA VISTA Combining Balance Sheet Nonmajor Governmental Funds (Continued) June 30,2007 Capital Projects Capital Other Sewer Facility Improvement Transportation Transportation Replacement Program Partnership Program Assets Cash and investments $ 6,505,385 $ 54,517 $ 1,272,829 Receivables: Accounts 221,407 Taxes 866 Interest 66,684 2,626 13,010 Loans Due from other funds 25,747 Due from other governments Advances to other funds 690,295 Restricted cash and investments: Held by City Held by fiscal agent $ 5,388,893 Land held for resale Total Assets $ 7,484,637 $ 5,388,893 $ 57,143 $ 1,311,586 Liabilities and Fund Balances Liabilities: Accounts payable and accrued liabilities $ 2,473 $ 10,113 Due to other funds 1,075 Deferred revenue 178,295 Total Liabilities 180,768 11,188 Fund Balances: Re served for: Encumbrances 191,705 334,710 Long-term receivables and advances 512,000 Land held for resale Debt service Total Reserved 703,705 334,710 Unreserved: Designated for: Contingency Capital projects 6,600,164 $ 5,388,893 $ 57,143 Undesignated: Special revenue Capital projects 965,688 Total Fund Balances 7,303,869 5,388,893 57,143 1,300,398 Total Liabilities and Fund Balances $ 7,484,637 $ 5,388,893 $ 57,143 $ 1,311,586 94 Capital Projects Transportation Traffic Total Other Equity Congestion Governmental Act Relief Funds $ 24,672 $ 494,730 $ 53,928,107 221,911 820,480 23,205 580,543 22,456,199 2,074,716 1,483,285 5,714,936 4,801,774 21,030,172 2,260,925 $ 24,672 $ 517,935 $ 115,373,048 $ 91 $ 3,813,426 $ 24,672 2,312,624 384,965 6,073,062 24,672 385,056 12,199,112 55,649 1,520,125 23,856,564 2,260,925 13,042,072 55,649 40,679,686 149,476 20,787,973 40,513,883 77,230 1,042,918 132,879 103,173,936 $ 24,672 $ 517,935 $ 115,373,048 95 CITY OF CHULA VISTA Combining Statement of Revenues, Expenditures and Changes in Fund Balances Nonmajor Governmental Funds For the Year Ended June 30, 2007 Special Revenue Transportation Parking Traffic Town Grants Meter Safety Centre I Revenues: Taxes Intergovernmental $ 4,075,453 Licenses and permits $ 24,729 Charges for services Fines and forfeitures 60,047 $ 842,213 Use of money and property 33,843 245,560 7,936 $ 1,349 Other 6,000 Total Revenues 4,115,296 330,336 850,149 1,349 Expenditures: Current: General government Public safety 319,439 Public works Parks and recreation Library Capital outlay 804,284 Debt service: Principal Interest and fiscal charges Total Expenditures 804,284 319,439 Excess (Deficiency) Revenues Over (Under) Expenditures 3,311,012 10,897 850,149 1,349 Other Financing Sources (Uses): Transfers in Transfer out (4,167,878) (2,264) (513,600) Total Other Financing Sources (Uses) (4,167,878) (2,264) (513,600) Net Change in Fund Balances (856,866) 8,633 336,549 1,349 Fund Balances, Beginning of Year 1,228,128 132,079 (7,605) 26,956 Fund Balances, End of Year $ 371,262 $ 140,712 $ 328,944 $ 28,305 96 Special Revenue Open Space Housing Sundry Traffic Redevelopment Transportation Districts Programs Grants Signals Agency Sales Talt $ 2,294,709 $ 3,210,000 $ 5,643,489 $ 67,657 $ 7,022,583 683,742 58,897 483,662 $ 1,210 55,984 205,388 303,530 635,834 100,900 5,517 95,425 7,506,245 1,210 5,800,373 962,304 2,752,561 3,845,834 1,502,106 664,823 334,605 6,171,162 386,990 1,920 93,967 18,745 2,316,172 1,127,532 2,220,866 6,171,162 4,558,618 1,129,452 664,823 2,314,833 1,335,083 1,210 1,241,755 (167,148) 2,087,738 1,531,001 28,932 275,602 1,124 (1,124) (560,786) (8,562) (299,079) 27,808 (285,184) (8,562) (297,955) 1,335,083 29,018 956,571 (175,710) 1,789,783 1,531,001 9,587,865 564,796 6,653,136 4,013,351 20,115,802 13,649,335 $ 10,922,948 $ 593,814 $ 7,609,707 $ 3,837,641 $ 21,905,585 $ 15,180,336 (Continued) 97 CITY OF CHULA VISTA Combining Statement of Revenues, Expenditures and Changes in Fund Balances Nonmajor Governmental Funds (Continued) For the Year Ended June 30, 2007 Debt Service Public Financing 1994 Notes SD Regional Authority POB Payable Comm. System Revenues: Taxes Intergovernmental Licenses and permits Charges for services Fines and forfeitures Use of money and property $ 613,858 $ 55 $ 5 Other Total Revenues 613,858 55 5 Expenditures: Current: General government 15,260 2,475 Public safety 2,420 Public works Parks and recreation Library Capital outlay Debt service: Principal 4,395,000 1,380,000 $ 22,279 190,522 Interest and fiscal charges 6,299,158 889,960 21,751 105,212 Total Expenditures 10,711,838 2,272,435 44,030 295,734 Excess (Deficiency) Revenues Over (Under) Expenditures (10,097,980) (2,272,380) (44,030) (295,729) Other Financing Sources (Uses): Transfers in 9,500,218 2,272,460 44,030 295,734 Transfer out Total Oilier Financing Sources (Uses) 9,500,218 2,272,460 44,030 295,734 Net Change in Fund Balances (597,762) 80 5 Fund Balances, Beginning of Year 13,636,568 3,018 2 161 Fund Balances, End of Year $ 13,038,806 $ 3,098 $ 2 $ 166 98 Residential Industrial Redevelopment Assessment Construction Bicycle Develop Capital District Tax Facility Authority Projects Improvement $ 393,650 $ 7,313,808 $ 59,662 168,542 37,596 599,788 8,908 $ 437 654,797 $ 58,392 8,026,997 95,694 54,165 149,859 68,570 437 7,897,287 220,929 100,000 1,001,795 68,570 172,420 1,101,795 289,499 8,069,707 (502,007) (220,929) 437 (42,710) 149,859 4,000,347 (721,392) (5,749,708) (8,937) (721,392) (1,749,361) (8,937) (1,223,399) (220,929) 437 (1,792,071) 140,922 4,205,781 220,929 9,047 11,557,242 2,131,469 $ 2,982,382 $ $ 9,484 $ 9,765,171 $ 2,272,391 (Continued) 99 CITY OF CHULA VISTA Combining Statement of Revenues, Expenditures and Changes in Fund Balances Noumajor Governmental Funds (Continued) For the Year Ended June 30, 2007 Capital Projects Capital Other Sewer Facility Improvement Transportation Transportation Replacement Program Partnership Program Revenues: Taxes Intergovernmental $ 23,837 Licenses and permits Charges for services $ 1,335,443 Fines and forfeitures Use of money and property 299,818 $ 860,936 $ 10,983 229,917 Other Total Revenues 1,635,261 860,936 10,983 253,754 Expenditures: Current: General government Public safety Public works Parks and recreation Library Capital outlay 404,240 12,303,540 307,297 120,825 Debt service: Principal Interest and fiscal charges Total Expenditures 404,240 12,303,540 307,297 120,825 Excess (Deficiency) Revenues Over (Under) Expenditures 1,231,021 (11,442,604) (296,314) 132,929 Other Financing Sources (Uses): Transfers in Transfer out (267,053) (1,731) Total Other Financing Sources (Uses) (267,053) (1,731) Net Change in Fund Balance 963,968 (11,442,604) (298,045) 132,929 Fund Balances, Beginning of Year 6,339,901 16,831,497 355,188 1,167,469 Fund Balance, End of Year $ 7,303,869 $ 5,388,893 $ 57,143 $ 1,300,398 100 Capital Projects Transportation Traffic Equity Congestion Act Relief $ 2,108,082 $ 52,739 113,096 8,290 2,229,468 52,739 Total Other Governmental Funds $ 13,212,167 11,978,180 24,729 9,100,665 902,260 5,084,081 366,285 40,668,367 10,081,951 656,464 6,874,968 134,619 234,619 18,745 1,973,463 22,821,004 5,987,801 7,316,081 2,108,082 53,991,633 52,739 121,386 (13,323,266) 16,418,447 (12,302,114) 4,116,333 52,739 121,386 (9,206,933) (52,739) 11,493 112,380,869 $ $ 132,879 $ 103,173,936 101 CITY OF CHULA VISTA Transportation Grants Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative ) Revenues: Intergove=ental $ 4,167,742 $ 4,075,453 $ (92,289) Use of money and property 37,787 33,843 (3,944) Other 6,000 6,000 Total Revenues 4,205,529 4,115,296 (90,233) Expenditures: Capital outlay 1,284,932 811,653 473,279 Excess (Deficiency) of Revenues Over (Under) Expenditures 2,920,597 3,303,643 383,046 Other Financing Sources (Uses): Transfers out (4,269,057) (4,167,878) 101,179 Total Other Financing Sources (Uses) (4,269,057) (4,167,878) 101,179 Net Change in Fund Balance (1,348,460) (864,235) 484,225 Fund Balance, Beginning of Year 1,228,128 1,228,128 Fund Balance, End of Year (budgetary basis) $ (120,332) 363,893 $ 484,225 Encumbrances outstanding at year end 7,369 Fund Balance, End of Year (GAAP basis) $ 371,262 102 CITY OF CHULA VISTA Parking Meter Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Licenses and permits $ 24,500 $ 24,729 $ 229 Fines and forfeitures 82,387 60,047 (22,340) Use of money and property 251,509 245,560 (5,949) Total Revenues 358,396 330,336 (28,060) Expenditures: Current: Public safety 332,971 321,018 11,953 Excess (Deficiency) of Revenues Over (Under) Expenditures 25,425 9,318 (16,107) Other Financing Sources (Uses): Transfers out (2,364) (2,264 ) 100 Total Other Financing Sources (Uses) (2,364) (2,264) 100 Net Change in Fund Balance 23,061 7,054 (16,007) Fund Balance, Beginning of Year 132,079 132,079 Fund Balance, End of Year $ 155,140 139,133 $ (16,007) Encumbrances outstanding at year end 1,579 Fund Balance, End of Year (GAAP basis) $ 140,712 103 CITY OF CHOLA VISTA Traffic Safety Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Fines and forfeitures $ 513,600 $ 842,213 $ 328,613 Use of money and property 3,542 7,936 4,394 Total Revenues 517,142 850,149 333,007 Other Financing Sources (Uses): Transfers out (513,600) (513,600) Net Change in Fund Balance 3,542 336,549 333,007 Fund Balance, Beginning of Year (7,605) (7,605) Fund Balance, End of Year $ (4,063) $ 328,944 $ 333,007 104 CITY OF CHULA VISTA Town Centre I Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Use of money and property $ 806 $ 1,349 $ 543 Expenditures: Capital outlay 10,288 10,288 Net Change in Fund Balance (9,482) 1,349 10,831 Fund Balance, Beginning of Year 26,956 26,956 Fund Balance, End of Year $ 17,474 $ 28,305 $ 10,831 105 CITY OF CHULA VISTA Open Space Districts Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Charge for services $ 10,118,109 $ 7,022,583 $ (3,095,526) Use of money and property 483,662 483,662 Total Revenues 10,118,109 7,506,245 (2,611,864) Expenditures: Current: Public works 9,202,684 6,171,452 3,031,232 Excess (Deficiency) of Revenues Over (Under) Expenditures 915,425 1,334,793 419,368 Other Financing Sources (Uses): Transfers out (74,583) 74,583 Net Change in Fund Balance 840,842 1,334,793 344,785 Fund Balance, Beginning of Year 9,587,865 9,587,865 Fund Balance, End of Year (budgetary basis) $ 10,428,707 10,922,658 $ 344,785 Encumbrances outstanding at year end 290 Fund Balance, End of Year (GAAP basis) $ 10,922,948 106 CITY OF CHULA VISTA Housing Programs Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Use of money and property $ 2,500 $ 1,210 $ (1,290) Other Financing Sources (Uses): Transfers in 28,932 28,932 Transfers out (2,500) (1,124) 1,376 Total Other Financing Sources (Uses) (2,500) 27,808 30,308 Net Change in Fund Balance 29,018 29,018 Fund Balance, Beginning of Year 564,796 564,796 Fund Balance, End of Year $ 564,796 $ 593,814 $ 29,018 107 CITY OF CHOLA VISTA Sundry Grants Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Intergovernmental $ 7,852,089 $ 5,643,489 $ (2,208,600) Use of money and property 42,478 55,984 13,506 Other 900 100,900 100,000 Total Revenues 7,895,467 5,800,373 (2,095,094) Expenditures: Current: General government 4,244,729 1,862,851 2,381,878 Public safety 493,014 334,605 158,409 Public works 1,403,421 386,990 1,016,431 Library 19,101 18,745 356 Capital outlay 15,315,419 2,316,172 12,999,247 Total Expenditures 21,475,684 4,919,363 16,556,321 Excess (Deficiency) of Revenues Over (Under) Expenditures (13,580,217) 881,010 14,461,227 Other Financing Sources (Uses): Transfers in 275,602 275,602 Transfers out (544,044) (560,786) (16,742) Total Other Financing Sources (Uses) (544,044) (285,184) 258,860 Net Change in Fund Balance (14,124,261) 595,826 14,720,087 Fund Balance, Beginning of Year 6,653,136 6,653,136 Fund Balance, End of Year (budgetary basis) $ (7,471,125) 7,248,962 $ 14,720,087 Encumbrances outstanding at year end 360,745 Fund Balance, End of Year (GAAP basis) $ 7,609,707 108 CITY OF CHULA VISTA Traffic Signals Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Intergovernmental $ 67,657 $ 67,657 Charges for services $ 766,989 683,742 (83,247) Use of money and property 72,425 205,388 132,963 Other 5,517 5,517 Total Revenues 839,414 %2,304 122,890 Expenditures: Current: Public works 14,571 1,920 12,651 Capital outlay 2,996,716 1,128,225 1,868,491 Total Expenditures 3,011,287 1,130,145 1,881,142 Excess (Deficiency) of Revenues Over (Under) Expenditures (2,171,873) (167,841) 2,004,032 Other Financing Sources (Uses): Transfers out (8,662) (8,562) 100 Net Change in Fund Balance (2,180,535) (176,403) 2,004,132 Fund Balance, Beginning of Year 4,013,351 4,013,351 Fund Balance, End of Year (budgetary basis) $ 1,832,816 3,836,948 $ 2,004,132 Encumbrances outstanding at year end 693 Fund Balance, End of Year (GAAP basis) $ 3,837,641 109 CITY OF CHULA VISTA Redevelopment Agency Special Revenue Fund Budgetary Comparison Sched.ule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Taxes $ 1,876,420 $ 2,294,709 $ 418,289 Use of money and property 114,033 303,530 189,497 Charges for Servi ces 59,442 58,897 (545) Other 95,425 95,425 Total Revenues 2,049,895 2,752,561 702,666 Expenditures: Current: General government 1,913,523 740,426 1,173,097 Excess (Deficiency) of Revenues Over (Under) Expenditures 136,372 2,012,135 1,875,763 Other Financing Sources (U ses): Transfers in 2,500 1,124 (1,376) Transfers out (3,022) (299,079) (296,057) Total Other Financing Sources (Uses) (522) (297,955) (297,433) Net Change in Fund Balance 135,850 1,714,180 1,578,330 Fund Balance, Beginning of Year 20,115,802 20,115,802 Fund Balance, End of Year (budgetary basis) $ 20,251,652 21,829,982 $ 1,578,330 Encumbrances outstanding at year end 75,603 Fund Balance, End of Year (GAAP basis) $ 21,905,585 110 CITY OF CHULA VISTA Transportation Sales Tax Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Taxes $ 6,610,000 $ 3,210,000 $ (3,400,000) Use of money and property 291,155 635,834 344,679 Total Revenues 6,901,155 3,845,834 (3,055,321) Expenditures: Current Public Works 93,967 (93,967) Capital outlay 17,130,812 2,378,4 II 14,752,401 Total Expenditures 17,130,812 2,472,378 14,658,434 Net Change in Fund Balance (l 0,229,657) 1,373,456 11,603,113 Fund Balance, Beginning of Year 13,649,335 13,649,335 Fund Balance, End of Year (budgetary basis) $ 3,419,678 15,022,791 $ 11,603,113 Encumbrances outstanding at year end 157,545 Fund Balance, End of Year (GAAP basis) $ 15,180,336 III CITY OF CHULA VISTA Public Financing Authority Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Use of money and property $ 613,858 $ 613,858 Expenditures: Current: General government $ 18,000 15,260 2,740 Public safety 5,300 2,420 2,880 Debt service: Principal 4,395,000 4,395,000 Interest 6,299,158 6,299,158 Total Expenditures 10,717,458 10,711,838 5,620 Excess (Deficiency) of Revenues Over (Under) Expenditures (10,717,458) (10,097,980) 619,478 Other Financing Sources (Uses): Transfers in 9,912,733 9,500,218 (412,515) Net Change in Fund Balance (804,725) (597,762) 206,%3 Fund Balance, Beginning of Year 13,636,568 13 ,636,568 Fund Balance, End of Year $ 12,831,843 $ 13,038,806 $ 206,963 112 CITY OF CHULA VISTA 1994 POB Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Use of money and property $ 55 $ 55 Expenditures: Current: General government $ 2,500 2,475 25 Debt service: Principal 1,380,000 1,380,000 Interest 889,960 889,960 Total Expenditures 2,272,460 2,272,435 25 Excess (Deficiency) of Revenues Over (Under) Expenditures (2,272,460) (2,272,380) 80 Other Financing Sources (Uses): Transfers in 2,272,460 2,272,460 Net Change in Fund Balance 80 80 Fund Balance, Beginning of Year 3,018 3,018 Fund Balance, End of Year $ 3,018 $ 3,098 $ 80 113 CITY OF CHULA VISTA Notes Payable Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Expenditures: Debt service: Principal $ 22,279 $ 22,279 Interest 21,751 21,751 Total Expenditures 44,030 44,030 Other Financing Sources (Uses): Transfers in 44,030 44,030 Net Change in Fund Balance Fund Balance, Beginning of Year 2 2 Fund Balance, End of Year $ 2 $ 2 $ 114 CITY OF CHOLA VISTA SD County Regional Comm. System Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Use of money and property $ 5 $ 5 Expenditures: Debt service: Principal $ ] 90,522 ] 90,522 Interest ]05,212 105,2]2 Total Expenditures 295,734 295,734 Excess (Deficiency) of Revenues Over (Under) Expenditures (295,734) (295,729) 5 Other Financing Sources (Uses): Transfers in 376,869 295,734 (8],135) Net Change in Fund Balance 8],135 5 (8] ,130) Fund Balance, Beginning of Year ]6] ]6] Fund Balance, End of Year $ 8],296 $ ]66 $ (8],130) 115 This page has been left blank intentionally. 116 INTERNAL SERVICE FUNDS Internal SeIVice Funds are used to finance and account for special activities and seIVices performed by a designated City department for other departments on a cost reimbursement basis. Fleet Management - This fund was established to account for vehicle and equipment services provided to City departments. Revenue accruing to this fund comes from charges to City departments benefiting from services provided. Technologv Reolacement - This fund was established to account for computer and other technology seIVices provided to City departments. Revenue accruing to this fund comes from charges to city departments benefiting from services provided. Stores Inventory - This fund accounts for the City's Warehouse and Central Stores operation. The source of revenue is a reimbursement for items purchased for other departments. 117 CITY OF CHULA VISTA Combining Statement of Net Assets Internal Service Funds June 30, 2007 Fleet Technology Stores Management Replacement Inventory Total Assets Cash and investments $ 2,884,556 $ 194,740 $ 47,067 $ 3,126,363 Interest recei vab Ie 26,020 1,561 520 28,101 Other receivable 7,610 7,610 Due from other governments 34,145 34,145 Inventories 20,669 20,669 Capital Assets: Property, plant and equipment 11,682,594 11 ,682,594 Accumulated depreciation (9,847,990) (9,847,990) Total Assets 4,786,935 196,30 I 68,256 5,051,492 Liabili ties Accounts payable and accrued liabilities 409,299 20,213 2,397 431,909 Compensated absences 82,752 82,752 Total Liabilities 492,051 20,213 2,397 514,661 Net Assets Invested in capi tal assets 1,834,604 1,834,604 Unrestricted 2,460,280 176,088 65,859 2,702,227 Total Net Assets $ 4,294,884 $ 176,088 $ 65,859 $ 4,536,831 118 CITY OF CHULA VISTA Combining Statement of Activities and Changes in Net Assets Internal Service Funds For the Year Ended June 30, 2007 Fleet Technology Stores Management Replacement Inventory Total Operating Revenues: Charges for services $ 4,975,536 $ 269,850 $ 121,963 $ 5,367,349 Other 35,514 35,514 Total Operating Revenues 5,011,050 269,850 121,963 5,402,863 Operating Expenses: Operations and administration 4,834,385 734,677 130,714 5,699,776 Depreciation 1,102,476 1,102,476 Total Operating Expenses 5,936,861 734,677 130,714 6,802,252 Operating Income (Loss) (925,811 ) (464,827) (8,751 ) (1,399,389) Nonoperating Revenues: Interest income 97,434 (2,025) 2,331 97,740 Gain on sale of capital assets 115,156 115,156 Total Nonoperating revenues 212,590 (2,025) 2,331 212,896 Income (Loss) Before Transfers (713,221) (466,852) (6,420) (1,186,493) Transfer out (42,418) (42,418) Change in Net Assets (755,639) (466,852) (6,420) (1,228,911) Net Assets, Beginning of Year 5,050,523 642,940 72,279 5,765,742 Net Assets, End of Year $ 4,294,884 $ 176,088 $ 65,859 $ 4,536,831 119 CITY OF CHULA VISTA Combining Statement of Cash Flows Internal Service Funds For the Year Ended June 30, 2007 Cash Flows from Operating Activities: Cash received from other funds Cash payments to suppliers for goods and services Cash payments to employee for services Other Net Cash Provided (Used) by Operating Activities Cash Flows from Capital and Related Financing Activities: Acquisition of capital assets Proceeds from sale of capital assets Net Cash Provided (Used) by Capital and Related Financing Activities Cash Flows from Noncapital Financing Activities: Intergovernmental Interfund transfers Net Cash Provided (Used) by Noncapital Financing Activities Cash Flows from Investing Activities: Interest revenue Net Cash Provided (Used) by Investing Activities Net Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents, Beginning of Year Cash and Cash Equivalents, End of Year Reconciliation of Operating Income (Loss) to Net Cash Provided (Used) by Operating Activities: Operating Income (Loss) Adjustments to Reconcile Operating Income (Loss) to Net Cash Provided (Used) By Operating Activities: Depreciation (Increase) decrease in other receivables (Increase) decrease in inventories Increase (decrease) in accounts payable and, accrued liabilities Increase (decrease) in compensated absences Total Acljustments Net Cash Provided (Used) by Operating Activities 120 Fleet Management $ 4,977,995 $ (3,620,983) (1,222,188) 35,514 170,338 Technology Replacement 269,850 (797,608) (527,758) (76,256) 142,743 66,487 (16,963) (42,418) (59,381 ) 102,581 6,188 102,581 6,188 280,025 (521,570) 2,604,531 716,310 $ 2,884,556 $ 194,740 $ (925,811) $ 1,102,476 2,459 (21,420) 12,634 1,096,149 $ 170,338 $ (464,827) (62,931) (62,931) (527,758) Stores Inventory Total $ 121,963 $ 5,369,808 (129,620) (4,548,211) (1,222,188) 35,514 (7,657) (365,077) (76,256) 142,743 66,487 (16,963) (42,418) (59,381) 2,070 110,839 2,070 11 0,839 (5,587) (247,132) 52,654 3,373,495 $ 47,067 $ 3,126,363 $ (8,751) $ (1,399,389) 1,102,476 2,459 8,957 8,957 (7,863) (92,214) 12,634 1,094 1,034,312 $ (7,657) $ (365,077) 121 This page has been left blank intentionally. 122 AGENCY FUNDS The Agency Funds are used to account for assets held by the City in a trustee capacity for individuals, private organizations, other gove=ents, and/or other funds. 123 CITY OF CHULA VISTA Statement of Changes in Fiduciary Net Assets Agency Funds For the Year Ended June 30, 2007 Balance Balance July I, 2006 Additions Deletions June 30, 2007 Soecial Assessment District Assets Cash and investments $ 5,956,224 $ 24,376,687 $ (23,092,978) $ 7,239,933 Restricted cash and investments held by fiscal agents 193,784,251 5,032,368 (27,445,672) 171,370,947 Total Assets $ 199,740,475 $ 29,409,055 $ (50,538,650) $ 178,610,880 Liabilities Due to bondholders $ 199,740,475 $ 21,989,770 $ (43,119,365) $ 178,610,880 Total Liabilities $ 199,740,475 $ 21,989,770 $ (43,119,365) $ 178,610,880 124 STATISTICAL SECTION 125 This page has been left blank intentionally_ 126 CITY OF CHULA VISTA Comprehensive Annual Financial Report Year Ended June 30, 2007 Statistical Section This part of the City of Chula Vista comprehensive annual financial report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the government's overall financial health. TABLE OF CONTENTS PAGE NO. Financial Trends These schedules contain trend information to help the reader understand how the government 'sfinancial performance and well-being have changed over time. 128-137 Revenue Capacity These schedules contain trend information to help the reader assess the government's most .\'ignificant current local revenue source, the property tax. 138-144 Debt Capacity These schedules contain present iriformation to help the reader assess the q!Jordability of the government's current levels qf outstanding debt and the government's ability to issue additional debt in the fUture. 145-151 Demographic and Economic Information These schedules offir demographic and economic indicators to help the reader understand the environment within which the government '.\' financial activities take place. 152-154 Operating Information These schedules contain sen.'ice and infrastructure data to help the reader understand how the iriformation in the government's financial report relates to the services the government provides and the activities it peiforms. 155-159 127 CITY OF CHULA VISTA Net Assets by Component Last Five Fiscal Years (accrual basis of accounting) Fiscal Year 2003 2004 2005 $ 456,096,957 $ 537,716,998 $600,317,974 55,203,919 55,283,141 72,468,247 103,843,928 1l0,825,189 111,448,751 $615,144,804 $ 703,825,328 $ 784,234,972 Governmental Activities: Invested in capital assets, net of related debt Restricted Unrestricted Total Gove=ental Activities Total Gove=ental Activities Net Assets Business-type Activities: Invested in capital assets, net of related debt Restri cted Unrestricted Total Business-type Activities Net Assets $ 7,156,534 362,007 $ 7,518,541 Primary Government: Invested in capital assets, net of related debt Restricted Unrestricted Total Primary Government Net Assets $ 463,253,491 55,203,919 104,205,935 $ 622,663,345 $ 6,217 ,348 381,697 $ 6,599,045 $ 543,934,346 55,283,141 III ,206,886 $ 710,424,373 The City ofChula Vista has elected to show on~v jive years of data for this schedule. 128 $ 7,423,479 580,735 $ 8,004,214 $607,741,453 72,468,247 112,029,486 $792,239,186 Fiscal Year 2006 2007 $ 662,230,041 75,916,972 95,782,921 $ 833,929,934 $ 6,540,514 500,299 $ 7,040,813 $ 668,770,555 75,916,972 96,283,220 $ 840,970,747 $ 715,090,838 69,516,915 126,026,156 $910,633,909 $ 5,658,433 335,824 $ 5,994,257 $ 720,749,271 69,516,915 126,361,980 $916,628,166 129 CITY OF CHULA VISTA Changes in Net Assets Last Five Fiscal Years (accrual basis of accounting) Fiscal Year 2003 2004 2005 Expenses: Governmental activities: General government $ 36,112,144 $ 37,542,162 $ 42,591,851 Public safety 46,795,935 54,974,182 63,368,815 Public works 60,981,126 71,482,668 79,723,824 Parks and recreation 7,213,329 5,854,495 7,757,251 Library 8,110,316 8,845,277 8,890,126 Depreciation expense Interest on long-term debt 9,322,463 12,827,332 12,656,986 Total Governmental Activities Expenses 168,535,313 191,526,116 214,988,853 Business-type Activities: Transit 7,797,769 7,257,722 7,475,184 Bayfront Trolley Station 79,593 85,567 98,900 Total Business-type Activities Expenses 7,877,362 7,343,289 7,574,084 Total Primary Government Expenses 176,412,675 198,869,405 222,562,937 Program Revenues: Governmental activities: Charges for services: General government 18,522,715 25,937,307 23,523,277 Public safety 5,003,310 9,991,565 9,555,756 Public works 34,193,401 46,862,521 40,020,387 Parks and recreation 1,534,116 25,000,748 15,702,515 Library 603,136 2,751,059 2,220,368 Operating grants and contributions 23,272,659 17,426,744 22,226,690 Capital grants and contributions 2,190,909 1,783,068 79,419,189 Total Governmental Activities Program Revenues 85,320,246 129,753,012 192,668,182 Business-type activities: Charges for services: Transit 2,319,322 2,525,349 2,425,531 Bayfront Trolley Station Operating grants and contributions 3,610,307 3,805,056 4,231,445 Capital grants and contributions 1,971,311 Total Business-type Activities Program Revenues 5,929,629 6,330,405 8,628,287 Total Primary Government Program Revenues 91,249,875 136,083,417 201,296,469 Net Revenues (Expenses): Governmental activities (83,215,067) (61,773,104) (22,320,671) Business-type activities (1,947,733) (1,012,884) 1,054,203 Total Net Revenues (Expenses) (85,162,800) (62,785,988) (21,266,468) 130 Fiscal Year 2006 2007 33,955,790 27,579,681 11,598,587 7,311,407 52,749,415 45,520,978 26,935,981 19,106,017 2,693,087 818,285 19,464,389 16,646,713 57,074,381 85,608,765 204,471,630 202,591,846 2,526,487 2,433,008 2,526,487 2,433,008 206,998,117 205,024,854 (54,866,520) (54,619,124) (5,007,501) (5,001,243) (59,874,021) (59,620,367) (Continued) 131 $ 53,566,425 72,887,220 102,122,564 8,085,160 10,412,973 12,263,808 259,338,150 7,447,393 86,595 7,533,988 266,872,138 $ 45,249,650 77,136,782 103,117,608 9,353,280 10,320,817 12,032,833 257,210,970 7,330,560 103,691 7,434,251 264,645,221 CITY OF CHULA VISTA Changes in Net Assets (Continued) Last Five Fiscal Years (accrual basis of accounting) General Revenues and Other Changes in Net Assets: Govemmental activities: Taxes: Property taxes Sales tax Other taxes Motor vehicle licenses Investment income Other general revenues Transfers Total Governmental Activities Business-type activities: Investment income Miscellaneous Transfers Total Business-type Activities Total Primary Government Changes in Net Assets: Governmental activities Business-type activities Total Primary Government 2003 22,472,649 19,612,779 14,844,449 1l,007,909 14,372,650 155,683,692 45,626 238,039,754 118,056 17,907 (45,626) 90,337 238,130,091 154,824,687 (1,857,396) $ 152,967,291 Fiscal Year 2004 26,674,527 21,421,090 25,826,828 9,137,716 5,651,048 58,912,431 42,876 147,666,516 20,715 115,549 (42,876) 93,388 147,759,904 85,893,412 (919,496) $ 84,973,916 The City of Chula Vista has elected to show only five years of data for this schedule. 132 2005 27,074,211 23,600,000 23,373,749 13,941,204 11 ,678,930 4,887,489 34,900 104,590,483 56,485 329,381 (34,900) 350,966 104,941,449 82,269,812 1,405,169 $ 83,674,981 Fiscal Year 2006 2007 32,597,672 30,915,515 22,218,942 18,354,839 10,195,710 5,261,428 122,588 119,666,694 78,605 4,088,083 (122,588) 4,044,100 123,710,794 64,800,174 (963,401) $ 63,836,773 38,882,122 32,817,351 21,400,961 17,676,035 13,386,872 7,137,140 22,618 131,323,099 167,734 3,809,571 (22,618) 3,954,687 135,277,786 76,703,975 (1,046,556) $ 75,657,419 133 General Fund; Reserved Unreserved Total general fund All Other Governmental Funds: Reserved Unreserved, reported in: Special revenue funds Capital projects funds Debt service funds Total all other governmental funds CITY OF CHULA VISTA Fund Balances of Gove=ental Funds Last Five Fiscal Years (modified accrual basis of accounting) Fiscal Year 2003 2004 2005 $ 21,358,332 $ 20,096,238 $ 22,214,965 28,694,894 25,191,333 19,287,213 $ 50,053,226 $ 45,287,571 $ 41,502,178 $ 106,439,367 $ 98,145,262 $ 98,226,224 38,423,739 41,395,612 48,987,258 73,977,363 81,760,701 94,472,902 (28,318,787) (39,678,141) (40,817,038) $ 190,521,682 $ 181,623,434 $ 200,869,346 The City ofChula Vista has elected to show only five years of data for this schedule. 134 Fiscal Year 2006 2007 $ 21,771,010 $ 22,249,346 18,114,943 13,252,911 $ 39,885,953 $ 35,502,257 $ 64,859,111 $ 65,710,718 57,893,321 113,659,937 (42,861,708) $ 193,550,661 64,843,684 92,093,271 (44,404,278) $ 178,243,395 135 CITY OF CHULA VISTA Changes in Fund Balances of Governmental Funds Last Five Fiscal Years (modified accrual basis of accounting) Fiscal Year 2003 2004 2005 Revenues: Taxes $ 58,729,882 $ 72,842,579 $ 81,190,971 Licenses and permits 4,596,975 5,533,743 3,946,733 Fines and forfeitures 1,507,652 1,568,585 1,398,146 Investment income 13,874,221 5,113,371 10,199,902 Developer fees 25,613,027 44,032,302 22,625,331 Intergovernmental 31,868,289 24,600,541 43,647,460 Charges for services 38,994,778 44,940,117 41,850,292 Other 21,862,659 25,318,879 28,232,712 Total Revenues 197,047,483 223,950,117 233,091,547 Expenditures: Current: General government 35,884,084 38,239,086 46,054,981 Public safety 45,781,808 52,491,410 61,673,449 Public works 49,118,238 54,430,850 56,220,867 Parks and recreation 4,820,255 4,824,714 5,369,192 Library 7,803,208 7,583,333 8,957,574 Capital outlay 66,522,243 56,039,237 61,134,157 Debt service: Principal retirement 7,046,207 13,362,073 4,936,247 Interest and fiscal charges 9,817,072 10,910,758 12,059,211 Bond issuance cost Total Expenditures 226,793,115 237,881,461 256,405,678 Excess (deficiency) of revenues over (under) expenditures (29,745,632) (13,931,344) (23,314,131) Other Financing Sources (Uses): Transfers in 43,317,265 26,894,272 84,773,947 Transfers out (43,178,867) (26,789,382) (84,678,601 ) Proceeds from long-term debt 765,000 Proceeds from bond sale 11,320,000 37,240,000 Bond premium/(bond discount) 35,254 Proceeds from sale of capital assets 162,551 639,050 Total Other Financing Sources (Uses) II ,458,398 267,441 38,774,650 Extraordinary item: Forgiveness of debt (5,635,850) Total extraordinary item (5,635,850) Net Change in Fund Balances $ (23,923,084) $ (13,663,903) $15,460,519 Debt service as a percentage of noncapital expenditures 10.5% 13.3% 8.7% The City ofChula Vista has elected to show only five years of data for thL~ schedule. 136 Fiscal Year 2006 2007 $ 86,509,678 3,441,613 1,724,862 7,946,878 50,551,528 41,847,938 43,823,886 30,012,125 265,858,508 49,628,483 67,913,584 72,296,203 6,210,040 9,734,444 72,988,853 6,054,618 12,260,244 297,086,469 (31,227,961) 55,698,112 (52,132,246) 21,255,000 24,820,866 $ (6,407,095) 8.2% $ 92,821,711 2,870,424 2,226,822 13,570,315 24,058,397 36,385,796 52,694,312 23,567,613 248,195,390 46,904,990 73,245,978 75,720,582 7,503,259 9,660,809 36,472,182 30,892,802 12,289,908 514,994 293,205,504 (45,010,114) 53,900,545 (53,835,509) 25,760,000 (505,884) 25,319,152 $(19,690,962) 17.0% 137 CITY OF CHULA VISTA Assessed Value and Estimated Actual Value of Taxable Property Last Ten Fiscal Years City Fiscal Year Taxable Ended Less: Assessed June 30 Secured Unsecured Exemptions Value I 1998 $ 6,449,700,069 $ 413,899,982 $ (251,866,676) $ 6,611,733,375 1999 7,101,554,450 245,602,993 (234,813,113) 7,112,344,330 2000 7,854,468,090 502,416,173 (268,612,195) 8,088,272,068 2001 8,812,650,702 326,184,542 (296,831,109) 8,842,004,135 2002 9,948,410,787 442,676,336 (262,190,235) 10,128,896,888 2003 11,489,756,820 359,527,956 (303,902,966) 11,545,381,810 2004 13,186,377,450 387,657,132 (349,913,333) 13,224,121,249 2005 15,390,029,359 402,366,184 (426,140,493) 15,366,255,050 2006 18,481,902,606 442,863,514 (452,332,435) 18,472,433,685 2007 21,254,352,374 582,720,155 (496,479,594) 21,340,592,935 I Includes redevelopment incremental valuation 2 Redevelopment Agency exemptions are included in City e.xemption data as they are not reported separately NOTE: In 1978 the voters of the State of California passed Proposition 13 which limited property taxes to a total maximum rate of 1 % based upon the assessed value of the property being taxed. Each year, the assessed value of property may be increased by an "inflation factor" (limited to a maximum increase of2%). With few exceptions, property is only re-assessed at the time that it is sold to a new owner. At that point, the new assessed value is reassessed at the purchase price of the property sold. The assessed valuation data shown above represents the only data currently available with respect to the actual market value of taxable property and is subject to the limitations described above. Source: County of San Diego Property Tax Services 138 Redevelopment Agency Taxable Total Less: Assessed Direct Tax Secured Unsecured Exemptions' Value Rate $ 186,753,485 $ 180,598,526 $ 367,352,011 0.144% 390,015,547 62,024,435 452,039,982 0.144% 443,796,518 62,434,166 506,230,684 0.144% 486,277,371 72,978,911 559,256,282 0.144% 420,217,884 165,288,557 585,506,441 0.144% 578,332,766 92,744,520 671,077,286 0.144% 548,945,714 84,234,008 633,179,722 0.144% 617,179,700 82,759,507 699,939,207 0.144% 735,529,147 82,456,175 817,985,322 0.144% 846,124,571 202,760,284 1,048,884,855 0.144% 139 CITYOFCHULA VISTA Direct and Overlapping Property Tax Rates (Rate per $100 of assessed value) Last Ten Fiscal Years 1998 1999 Fiscal Year 2000 200 I 2002 2003 City Direct Rates: City basic rate 0.144 0.144 0.144 0.144 0.144 0.144 Overlapping Rates: Chula Vista Elementary School 0.025 0.025 0.024 0.026 District Bonds Sweetwater Union High School 0.025 0.022 District Bonds Southwestern Community 0.Dl5 0.013 College Bonds MWD D/S Remainder of 0.009 0.009 0.009 0.009 0.008 0.007 SDCWA 15019999 CW A South Bay Irrigation 0.001 0.001 0.001 0.001 0.001 0.001 Debt Service County of San Diego 1.000 1.000 1.000 1.000 1.000 1.000 Total Direct Rate 1.010 1.010 1.035 1.035 1.073 1.069 NOTE: In 1978, California voters passed Proposition 13 which sets the property tax rate at a 1.00% fixed amount. This 1.00% is shared by all taxing agencies for which the subject property resides within. In addition to the 1.00% fixed amount, property owners are charged taxes as a percentage of assessed property values for the payment of school bonds and other debt service. Overlapping rates may vary by tax rate area. The data listed in this table is representative of tax rate area 00 I 00 I. Source: County of San Diego Property Tax Services 140 2004 Fiscal Year 2005 2006 2007 QI44 QI44 Q144 QI44 0.027 0.028 0.027 0.027 0.020 0.018 0.023 0.020 0.007 0.013 O.oJ5 0.014 0.006 0.006 0.005 0.005 0.001 1.000 1.000 1.000 1.000 1.061 1.065 1.070 1.066 141 CITYOFCHULA VISTA Principal Property TaxPayers Current Year and Nine Years Ago 2007 Percent of Total City Taxable Taxable Assessed Assessed Taxpayer Value Rank Value Rom Inc $ 98,905,821 1 0.46% Essel Vistan L P 96,215,799 2 0.45% Bre Properties Inc 78,696,784 3 0.37% SSR Realty AdvisorslCalstrs 71,828,419 4 0.34% Proctor Valley West Partners L L 68,558,822 5 0.32% C V Centre Inc 67,677,615 6 0.32% Duke Energy South Bay LLP 66,234,269 7 0.31% Montecito Crossings LLC 60,545,680 8 0.28% Camden USA Inc 58,777 ,852 9 0.28% Eagle Lomas Verdes L P 54,019,421 10 0.25% Ho Retail Properties I Lid Partn Price Co The Eucalyptus Grove Holdings L L C R & B Executive Investments-Marbri United States Olympic Committee Scripps Memorial Hospitals Eastlake Development Co DMB/AEW Land Holdings Two LLC $ 721,460,482 3.38% The amounts shown above include assessed value data for both the City and the Redevelopment Agency. Source; County of San Diego Property Tax Services 142 1998 Percent of Total City Taxable Taxable Assessed Assessed Value Rank Value 70,989,696 1 1.07% 26,557,417 7 0.40% 56,984,082 2 0.86% 42,725,111 3 0.65% 30,191,908 4 0.46% 28,800,090 5 0.44% 27,291,000 6 0.41% 25,775,794 8 0.39% 23,720,847 9 0.36% 21,612,465 10 0.33% 354,648,410 5.36% 143 CITY OF CHULA VISTA Property Tax Levies and Collections Last Ten Fiscal Years Collected within the Fiscal Taxes Levied Fiscal Year of Levy Co llections in Total Collections to Date Year Ended for the Percent Subsequent Percent June 30 Fiscal Year Amount of Levy Years 1 Amount of Levy 1998 $ 8,675,402 $ 8,525,374 98.27% $ 161,558 $ 8,686,932 100.13% 1999 9,257,814 9,104,045 98.34% 129,600 9,233,645 99.74% 2000 10,133,358 9,936,521 98.06% 106,647 10,043,167 99.11 % 2001 11,254,079 11,069,156 98.36% 125,706 11,194,861 99.47% 2002 12,806,109 12,597,591 98.3 7% 96,550 12,694,141 99.13% 2003 14,293,880 14,061,319 98.37% 112,257 14,173,576 99.16% 2004 16,200,005 15,959,723 98.52% 116,784 16,076,507 99.24% 2005 18,652,193 18,324,623 98.24% 106,497 18,431,120 98.81% 2006 22,096,604 21,617,022 97.83% 162,806 21,779,829 98.57% 2007 25,159,692 24,409,063 97.02% 209,442 24,618,505 97.85% 1 The amounts presented represent delinquencies collected for prior years during the current tax year. Source: County of San Diego Property Tax Services 144 CITY OF CHULA VISTA Ratios of Outstanding Debt by Type Last Ten Fiscal Years Governmental Activities Fiscal Year Pension Tax Total Percentage Debt Ended Obligation Allocation Certificates of Governmental of Personal Per June 30 Bonds Bonds Loans Participation Activities Income I Capita I 1998 $16,997,031 $27,975,000 $40,354,134 $ 15,510,000 $100,836,165 2.00% 653 1999 16,757,351 27,625,000 41,742,571 14,390,000 100,514,922 1.82% 630 2000 16,419,851 27,255,000 46,726,701 13,215,000 103,616,552 1.77% 631 2001 15,971,354 43,855,000 55,689,108 37,240,000 152,755,462 2.44% 880 2002 15,456,449 43,330,000 10,397,443 95,245,000 164,428,892 2.55% 906 2003 14,799,025 42,750,000 7,462,505 104,225,000 169,236,530 2.54% 886 2004 13,985,870 42,125,000 7,315,971 92,920,000 156,346,841 2.27% 780 2005 12,991,962 41,240,000 8,193,481 127,599,255 190,024,698 2.57% 910 2006 11,795,000 40,295,000 9,811,786 144,240,000 206,141,786 2.67% 950 2007 10,415,000 41,275,000 10,054,806 139,845,000 201,589,806 2.50% 902 I These ratios are calculated using personal income and population for the prior calendar year. Notes: Details regarding the City's outstanding debt can be found in the notes to the financial statements. 145 CITY OF CHULA VISTA Ratio of General Bonded Debt Outstanding Last Ten Fiscal Years (In Thousands, except Per Capita) Outstanding General Bonded Debt Fiscal Year Pension Tax Percent of Ended Obligation Allocation Assessed Per June 30 Bonds Bonds Total Value I Capita 1998 16,997 27,975 44,972 0.68% 110 1999 16,757 27,625 44,382 0.62% 105 2000 16,420 27,255 43,675 0.54% 100 2001 15,971 43,855 59,826 0.68% 92 2002 15,456 43,330 58,786 0.58% 85 2003 14,799 42,750 57,549 0.50% 77 2004 13,986 42,125 56,111 0.42% 70 2005 12,992 41,240 54,232 0.35% 62 2006 11,795 40,295 52,090 0.28% 54 2007 10,415 41,275 51,690 0.24% 47 General bonded debt is debt payable with governmental fund resources and general obligation bonds recorded in enterprise funds (of which, the City has none). I Assessed value has been used because the actual value of taxable property is not readily available in the State of California. 146 CITY OF CHULA VISTA Direct and Overlapping Debt June 30, 2007 2006-07 Assessed Valuation: Redevelopment Incremental Valuation: Adjusted A~sessed Valuation: OVERL\PPrNG TAX AND ASSESSMENT DEBT: Metropolitan Water District OtayMunicipal Water District, LD. No. 27 Southwestern Community College District Sweetwater Union High School Di!o.lrict Chula Vi:'.ta City School District City ofChula Vista Community Facilities District~ Sweetwater Union High School Distrk't Community Facilities Districts Chula Vista City School Di:'.'trict Community Facilities Distrkts CityofChulaVista 1915 Act Bonds TOTAL OVERLAPPrNG TAX AND ASSESSMENT DEBT Total Debt 6/30107 S 359,115,000 9,210,000 88,567,442 178,139,415 85,960,000 249,815,000 193,304,633 7,425,000 39,346,023 DIRECT AND OVERL\PPrNG GENERAL FUND DEBT: San Diego County General Fund Db ligations 351,215,000 San Diego County Pension Obligations 1,343,747,916 San Diego County Superintendent of Schools Obligations 18,042,500 Southwestern Community College District Certificates of Participation 1,840,000 Sween.'iater Union High School District Certificates of Participation 12,145,000 Chula Vi!oota City School District Certificates of Participation 133,905,000 City ofChula Vista Certificates of Participation 139,845,000 City ofChula Viltta Pension Obligations 10,415,000 Otay Municip-al Water District Certificates of Participation 66,135,000 TOTAL GROSS DIRECT AND OVERLAPPrNG GENERAL FUND DEBT Less: Otay Municipal Water District Certificates of Participation TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND DEBT GROSS COMBINED TOTAL DEBT NET COMBINED TOTAL DEBT 521,340,592,935 1,048,884,855 S 20,291,708,080 % Applicable (I) 1.248% 99.998 56.570 66.007 86.729 100. 3.978-100. 100. 100. 6.424% 6.424 6.424 56.570 66.007 86.729 100. 100. 65.474 City's Share of Debt 6/30107 S 4,481,755 9,209,816 50,102,602 117,584,484 74,552,248 249,815,000 180,870,534 7,425,000 39,346,023 733,387,462 22,562,052 86,322,366 1,159,050 1,040,888 8,016,550 116,134,467 139,845,000 10,415,000 43,301,230 428,796,603 43,301,230 S 385,495,373 S 1,162,184,065 (2) S 1,118,882,835 (1) Percentage of overlapping agency's asses..'ied valuation located within boundaries of the city. (2) Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and tax allocation bonds and non-bonded capital lease obligations. Ratios to 2006-07 Assessed Valuation: Total Overlapping Tax and Assessment Debt.. Ratios to Adiusted A.<;sessed Valuation: Combined Direc~ Debt (S 150,260,000).,.., Gros.... Combined Total Deb!........... .............. Net Combined Total Deb!........ .............. STATE SCHOOL BUILDING AID REPAYABLE AS OF 06/30107: SO Source: California Municipal Statistics, Inc. 3.44% 0.74% 5.73% 5.51% 147 CITY OF CHULA VISTA Legal Debt Margin Information Last Ten Fiscal Years Fiscal Y car 1998 1999 2000 200\ Assessed valuation $6,611,733,375 $7,112,344,330 $8,088,272,068 $8,842,004,135 Conversion percentage 25% 25% 25% 25% Tota\ nct debt applicable to limit: Pension obligation bonds \,652,933,344 1,778,086,083 2,022,068,017 2,210,50\,034 15% 15% 15% 15% 247,940,002 266,712,912 303,310,203 33\,575,155 \6,997,031 16,757,351 16,4\9,851 ]5,971,354 $ 230,942,97] $ 249,955,56\ $ 286,890,352 $ 315,603,801 6.9% 6.3% 5.4% 4.8% Adjul:t'tcd assessed valuation Debt limit percentage Dcbtlimit Legal Debt Margin Total Debt Applicable to the Limit as a Percentage of Dcbt Limit The Government Code of the State of California provides for a legal debt limit of 15% of gross assessed valuation. However, this provision was enacted when assessed valuation was based upon 25% of market value. Effective with the 1981-82 fiscal year, each parcel is now assessed at 100% of market value (as of the mOh't recent change in ownership for that parcel). The computations shown above reflect a conversion of assessed valuation data for each fiscal year from the current fun valuation perspective to the 25% level that was in effect at the time that the legal debt margin was enacted by the State of California for local governments located within the ~1ate. Source: City Finance Department County of San Diego Property Tax Ser.ices 148 Fiscal Y car 2002 2003 2004 2005 2006 2007 $ 10,128,896,888 $ 11,545,381,810 $ ]3,224,121,249 $ 15,366,255,050 $ 18,472,433,685 $ 21,340,592,935 25% 25% 25% 25% 25% 25% 2,532,224,222 2,886,345,453 3,306,030,312 3,841,563,763 4,618,108,421 5,335,148,234 15% 15% 15% 15% 15% 15% 379,833,633 432,951,818 495,904,547 576,234,564 692,716,263 800,272,235 15,456,449 14,799,025 13,985,870 12,991,962 11,795,000 10,415,000 $ 364,377,184 $ 418,152,793 $ 481,918,677 $ 563,242,602 $ 680,921,263 $ 789,857,235 4.1% 3.4% 2.8% 2.3% 1.7% 1.3% 149 CITY OF CHULA VISTA Pledged-Revenue Coverage Last Ten Fiscal Years (In Thousands) Tax Allocation Bonds Fiscal Year Ended Tax Debt Service June 30 Increment Principal Interest Coverage 1998 $ 5,422,421 $ 330,000 $ 2,226,058 2.12 1999 6,045,332 350,000 2,203,904 2.37 2000 6,388,669 370,000 2,179,841 2.51 2001 7,590,243 400,000 2,477,730 2.64 2002 7,032,187 525,000 2,980,373 2.01 2003 7,822,428 580,000 2,943,058 2.22 2004 10,317,573 625,000 2,902,851 2.92 2005 8,939,444 885,000 2,855,288 2.39 2006 10,404,880 945,000 2,797,726 2.78 2007 11,935,618 995,000 2,735,150 3.20 Note: Details regarding the city's outstanding debt can be found in the notes to the financial statements. 150 This page has been left blank intentionally. 151 CITY OF CHULA VISTA Demographic and Economic Statistics Last Ten Calendar Years Pct of S.D. Pct. Change Avg. Fiscal Total County from Previous Median Household Year Population Population Year Age Size 1998 159,500 5.9% 3.2% nla nla 1999 164,200 6.0% 2.9% nla nla 2000 173,556 6.2% 5.7% 33.0 2.99 2001 181,453 6.3% 4.6% 32.9 3.01 2002 191,033 6.5% 5.3% 32.9 3.05 2003 200,378 6.7% 4.9% 33.0 3.09 2004 208,768 6.9% 4.2% 33.4 3.03 2005 216,999 7.1% 3.9% 33.6 3.03 2006 223,533 7.3% 3.0% 33.8 3.05 2007 227,723 7.4% 1.9% 33.8 3.04 Sources; SANDAG, Current Estimates (Oct. 2007) California Department of Finance California Employment Development Department U.S. Census Bureau, Census 2000 and American Community Survey U.S. Bureau of Economic Analysis 152 Educational Attainment Per % Bachelor's Capita % High School Degree or Pct Below Unemployment Personal Income Personal Graduate Higher Poverty Rate (In Thousands) Income n/a n/a n/a n/a $ 5,528,300 $ 34,660 n/a n/a n/a n/a 5,842,500 35,580 79% 22% 11% 4.6% 6,269,300 36,120 n/a n/a n/a 4.9% 6,447,000 35,530 n/a n/a n/a 6.1% 6,672,700 34,930 n/a n/a n/a 6.1% 6,891,100 34,390 n/a n/a n/a 5.6% 7,386,000 35,380 79% 25% 9% 5.1% 7,734,100 35,640 82% 24% 11% 4.7% 8,073,700 36,120 n/a n/a n/a n/a n/a n/a 153 CITY OF CHULA VISTA Principal Employers Current Year and Nine Years Ago 2007 1998 J Percent of Percent of Number of Total Number of Total Employer Employees Employment Employees Employment Sweetwater Union High School District 4,515 9.21% nla nla Chula Vista Elementary School District 2,708 5.52% nla nla Southwestern Community College 2,503 5.11% nla nla Rohr InclGoodrich Aerospace 1,903 3.88% nla nla City of Chula Vista 1,661 3.39% nla nla Sharp Chula Vista Medical Center 1,410 2.88% nla nla Wal-Mart 950 1.94% nla nla Scripps Mercy Hospital Chula Vista 900 1.84% nla nla United Parcel Service 636 1.30% nla nla CostCo Wholesale Corp. 614 1.25% nla nla 1 1998 data is not available "Total Employment" as used above represents the total employment of all employers located within City limits. Source: State Employment Development Department City Finance Department Sweetwater Union High School District Human Resources Department Chula Vista Elementary School District Human Resources Department Southwestern Community College Human Resources Department 154 CITY OF CHULA VISTA Full-time and Part-time City Employees by Function Last Ten Fiscal Years Full-Time and Part-time Employees as of June 30 Function 1998' 1999' 2000 ' 2001 ' 2002 ' 2003 2004 3 2005 2006 2007 General gove=ent 193 216 103 105 98 225 465 193 380 324 Public safety 360 353 309 327 362 413 480 528 518 548 Public works/engr 134 217 230 249 269 295 249 335 198 237 Parks and recreation 232 297 495 529 559 162 175 230 242 Library 127 216 182 217 252 227 Planning and building 70 74 84 92 92 99 91 97 83 Total 1,046 1,083 1,211 1,294 1,380 1,403 1,475 1,539 1,675 1,661 I Planning and Building employee count included in General Government count , Library employee count included in Parks and Recreation count 3 Parks and Recreation employee count included in General Government count Source, City Finance Department 155 CITY OF CHULA VISTA Operating Indicators by Function Last Ten Fiscal Years Fiscal Year 1998 1999 2000 2001 2002 Police: Citizen-initiated calls for service I 69,196 74,405 76,738 73,977 71,859 Fire: , 6,344 Number of emergency cal1s- 4,119 6,654 7,128 7,626 Inspections nJa nJa nJa nJa nJa Public Works: Street resurfacing/maintenance 3 nJa n/a 142,622.2 307,619.5 151,576.5 (square feet) Parks and Recreation: Number of recreation classes nJa nJa 1,076 1,136 1,126 Number of facility rentals nJa nJa nJa 762 1,096 Library: Circulation 1,312,073 1,246,433 1,198,645 1,192,670 1,268,587 Attendance 971,829 811,470 965,406 1,209,986 1,009,061 Sewer: New connections nJa nJa 1,633 2,314 2,464 Average daily sewage treatment nJa 13.0 14.3 15.0 15.2 (thousands of gallons) I The 1999 figure is for the calendar year instead of fiscal year. 2 Figures for 1997, 1998, 1999, and 2005 are reported for the calendar year instead of fiscal year. 3 Excludes fllling of potholes. Note: Data is not available for the fiscal years marked as n/a. Source: City of Chula Vista 156 Fiscal Year 2003 2004 2005 2006 2007 71,268 71,000 74,106 73,075 74,277 8,088 8,420 9,907 nla 14,853 nla nla nla 1,780 2,119 218,632.1 252,788.5 142,863.8 230,598.4 157,903.0 2,261 1,819 1,709 1,821 2,231 897 402 680 610 855 1,308,148 1,308,709 1,414,295 1,467,799 1,344,115 1,044,755 1,070,560 1,121,119 1,170,168 1,148,024 2,652 2,480 1,934 488 529 16.3 15.8 17.0 16.9 17.0 157 CITY OF CHOLA VISTA Capital Asset Statistics by Function Last Ten Fiscal Years 1998 1999 Fiscal Year 2000 2001 Police: Stations 1 1 1 1 Fire: Fire stations 6 6 6 6 Public Works: Streets (miles) n/a n/a n/a n/a Streetlights n/a n/a n/a n/a Traffic signals 142 144 149 152 Parks and Recreation: Community parks 6 6 6 6 Recreation facilities 8 8 8 8 Library: Libraries 2 2 2 2 Sewer: Sewer pipes (miles) n/a n/a n/a n/a Storm drains (miles) n/a n/a n/a n/a Maximum daily treatment capacity 19.8 19.8 19.8 19.8 (million of gallons) Note: Data is not available for the fiscal years marked as n/a Source: City of Chula Vista 158 2002 2003 2004 Fiscal Year 2005 2006 2007 1 1 1 1 1 1 7 7 7 8 9 9 356.2 358.8 370.9 373.8 387.3 403.3 7,107 7,547 8,047 8,368 8,501 8,953 161 170 188 199 220 238 6 6 6 6 9 9 8 9 9 9 12 12 2 2 2 2 2 2 338.6 428.2 448.1 455.8 471.3 484.2 173.0 182.3 191.9 219.9 228.6 234.0 19.8 19.8 19.8 20.9 20.9 20.9 159 .1TllrcfM7~r d- , CITY OF CHULA VISTA Single Audit Report For the Year Ended June 30, 2007 ClTY OF CHULA VISTA Single Audit Report June 30. 2007 TABLE OF c;ONTENTS PAGE Report on lntemal Control Over Financial R~porting and Oil Compliance and Olb<::r Matters !:lased on Un Audit of Finan~ial St<ltel1lents Pcrlilrmed in Accordance with D,overnrncnl Auditing Standards R~port on Compliancc with Requirements Applicabl<:: to Each Major Program. lntemal COntrol Over Compliance and on the Schedule of Ex.pcndihlres of Federal Awards in Accordance with OMB Circular A-l33 3 Schcdule ofExp~nc1itllr<::s off'cdcral Awards 5 Nole to Schedule of ExpendinJl'cs of Federal Awards 9 Schedule of Findings and Questioned Costs II Schedule ofPlinr Year Audit Finc1ings 13 NI ~f.~~~~'~'I::L~;)~~~~~;'Lt:4!- '~~~'--- 1201 CK."Nl:-$IHtt.l, SUITE6BO NEWf'()H [ tltACH, CAliFORNIA 0~'t\hIJ 570 IlANCIICROf; DRIvt-, ~-;t 1111' :If;lO SAN MARCO::;, C^ ~l;.I{ltlO IIII ",HONE (048)2.2I-om'5 Dcccmber 18, 2007 Thc Honor;tble City Council of the City ofChula Vista, California ReDoli on Intcl:nal Control Ovcr Financial ReDorting and On Conmlialwe and Other Matters Based on all Audit of Financial Statements Perlllmled in Accordance With (jovernrnent Auditinl! Standards Wc have auditcd the lillalleial statemcnts of' the govcl'llmental activities, the business-type activities, "a<:h major fund, and the aggrcgate remaining fund information of thL' City of ('hula Vista, California as of and for the ycar cnded June 30, 2007, whidl collcctively comprise the City's basic fUlancial statements, and have issucd our rcport thereon dated De<:emhcr 18, 2007. Wc conducted our audit in accordancc with auditing standards gencrally accepted in the United States of Amcriea and the standards applicablc to lInan<:i,d audits contained in Govcrnment Auditinl! Standards issued by the Comptroller Gcncral of' the Unitcd States. Internal Control Over J:ijnal\cial R"norl:il1l! Tn planning and perli,rming our audit, we considcrcd the City of Chula Vista's internal control over tlnancial reporting as a basis J()r designing our auditing proccdures fl)r the purpose of exprcssing Our opinions on thc linandal statemcnts, but not for thc purpose of expressing an opinion on the effectivencss of the City's uncl'lHtl control. ovcr tlnancial reporting. Accordingly, we do not express an opinion on thc cffectiveness of the City's internal cOl1trol over tlnancial reporting. ^ conlrol deficiency exists when thc design Or operation of a control does not allow management or cmployccs, in the norma! course of performing thcir assigned functions. to prevent or detect misstatements on a timely basis. A significant deticiency is a control ddiciency, or a combination of cootrQl deticicncies, that adversely affects the City's ability to initiatc, authorize, record, process, or repoli tlnancial data reliably in accordance with genel'ally acccpted accounting principles such that there is morc than a remote likclihood that a misstatement l.lfthe City's tinancial statements that is !lIore than inconsequcntial will not bc prevented or rletcctcd by the City's internal control. 1 A material weaknc~s is a significant detlcieney, or combination of significant deficiencies, that results in morc than a remote likelihood that a material misstatemcnt of the financial statements will not be prevented or detccted by the City's internal control. Ollr consideration of internal control over financial reporting was for the limited rmrposc described in the first paragraph of this section and would not ncccssarily identify all dcficiencies in intcrnal eontrollhal might be significant deficiencies or material weak.nesses. We did not identify any delieicncies in internal control Over financial reporting that we eonsidcr to be material weaknesses, as deti ned abovc. ComDlianc.e and Other Matter's As part of obtaining rea~onab'e assurance about whcther the City of ehllla Vista's basic financial statement~ are free of material misstatement', we performed tests of it~ eOlllpliam.:e with cemtin provision~ of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objr;r;tive of our audit and, accordingly, we do not express ~ueh an opinion. The results nf' our tcsts disclosed no instances of nOlleompliance or other matters that are required to be reported under Government AuditiIll! Standards. We !.loted certain rmltters that we reported to management of thc City of Chula Vi~ta in a ~eparate leiteI' daled Decembcr 18,2007. This report is imended solely flx the inli,rmal:1on and llse of the City COllllcil, management and others within the City of Chula Vista, and the City's federal awarding agencies and pa~~- through entities aud is not intended to be and should not be used by anyone other than thcse speci lied p3lties. /#~~ ~~..,;z-~hi~-4-c, 2 o . Moreland 6' ,.r/.1.1(~iO/f!~l_'?!._~~~___... O.l1111"I[D PUBLIC ACCOl!NTANl S 1201 DOVE STnEIT, ;~l)11 L GOO NEWr()nT nr..ACll. CALIFORNIA \-I:-lili(1 ~7\J flANCllCROS DRIVE, ~::'UII!- ')I.>U :JAN MARCOS, CA\-l;JlJlj\l TELEPHON~ (\14U) 2:.!1 0025 D~c~mber 18, 2007 The Honorable City Council of the City ofChula Vi.,m, California ReDort on Comoliancc with Relluirelllcnts Applicable to Fach Maillr Pro(!ram. Intemal Contr:ol Over Compliance and on the Seheduk orExD~nditures of Federal Awards in Accordance wjJl)OMB Circular A-DJ Comnliance We have audit~d the compliance of the City of Chula Vi~ta with the types of compliance requirements dc~cribcd in thc U.s. Office of M.anl!gement and Bud!!et 10MB) Circular A-B3 Compliance SunnlclllclJ! that are applicable to each of its major federal programs fllr the ycar endcd June 30. 2007. The City's major federal programs are identitled in the ~Ull1ll1alY or auJilllr~' n:sults section of the accompanying sehcduk of findings and questioned costs. Cornplianc~ with the requirements of laws, rcgulations, contmct~ and grants applicable to each of Its major thleral prog.rams is the re~ponsibility of the City of Chlll,l Vista's manage1ll~nt. Our responsibility is to express an opinion on the City of Chula Vista's complianee based on Ollr audiL We conducted nUl' audit of cOlllplianct: in accordance with auditing standards generally accepted in the United Stutes of America; the stand;-lrds applicable to tinuncial audits contained in Government Auditing Standards, issued hy thc Comptroller Gener,,1 of the United States; and OMB Circular A-133, Audits of States. Local Gove.l:tlments, and Non- Pratit Ori,!al1izations. Those slandard~ and OMB eireular A- 133 require that we plan and p~rf<.mn the audit to obtain reason<lble assuranee about wh~ther noncompliance with the typ~~ of complianc.e requirements referred to above that could bave a direct and material effect on a major federal program oCl'urred. An audit includes examining. on a le~t basis, cvidenc~ about the City ofChula Vista'~ compl.ial1ce with rhose requirements and perl<>ITning slIch other procedures as we considered necessary in the circumstances. We bclicve that Our ,,"dit pn.>vide~ a reasonable basis for our opinion. Our audit doe~ llot provide a legal determination of the City of Chula Vista's l'onlpliance with those requiremcnts. In our opinion, the City complied, in all material respects, with the rcquirements rckrrccl to above that arc applicable to cach of its major federal program:; for the year ended .Iulle 3D, 2007. .1 'fhe management of the City of Chula Visla i~ responsible for establishing and maintaining effe<:tive intemal control over eompliarw<.: with the requirements of laws, ,'cgulalions, contracts and grants applicable to tCderal programs. In planning and perfomling our audit, we considcrcd the- Cily of Chula Vista's internal control over compliance with requirements that could have a direct and material etfect on a major federal program in order to determinc our auditing procedures for thc purpos<.: of e,,-pressing our opinion on compliance, but not for thc purpose of expressing an opinion on the eITectivcncss of the City's intcrnal control over compliance, Accordingly, we do not expre~s an opinion on thc effectivencss of the City's internal control over <.:,.>mpliance, A conl.ml deficiency in an entity's internal control over compliance exists when thc design or operation of a clOntrol do<.:s not allow management or employce-s, in the normal course of pCrl<)rming their assigned fun<.:tions, tlO prcvcnt or detect noncolnpliance with a type of compliance of a federal program on a timely ba~is. A signitlcant deficiency is a eonlrol - . deficiency, or a combination of control deficiencies, that adversely affects thc City's ability to administer a federal program such that there is more than a remMe likelihood thaI noncompliance with a lype of compliance requirement of a federal program that is 1110re than inconsequential will not he prevented or detccred by the City's intemal control. A matcrial w~akness is a significant deficiency, Or combination of signilicant deficiencies. that results in more than a remote likelihood tbat materialnlOneompli\lnce with a type of compliance requirement or a federal program will not be prevented or detected by the City's inkmal control. Our eonsiderati on of i ntcmal conlro! over compliance was tor the Ii l11ited purposc described in thc first paragraph of this ~ection and would not necessarily identify all ddiciencies in intcrnal control that might be signiticant deficiencies or material weaknesses. We did not identity any deficiencies in inte111al control over complian<.:e that we consider to be material weaknesses, as defined above. Schedule of Expenditures of h;:.deral ^ wards We have audited thc financia.1 statements of rhe governmental activities, the business-type aclivities, each major fund, and the aggrcgate rcmaining fund information of the City of Chula Vista as of and for the yea.r ended Junc 30, 2007, alld havc issLLed our report thereon dated Dccember ] R, 2007. Our audit was perto1111ed tC)T the purplOse oC Comling our opinions on the financial statcrm;nts that collectively comprise the City's basic financial statements. 'The accompanying schedule of expenditurcs of l,xkral aW;irds is prcsented t()r purposes lOf additiunal analysis as required by OMH Circular A-133 and is not a required part of the basic tlnancial staternents. Such information has been subjected to the auditing pro<.:eclures applied in the audit of the hasic tlnancial statcmcnls and, in our opiniol1, is fairly stated, in all matcrial respects, in relation to the basic financial statements taken as a whole, This rcporl is inlended solely for thc information and use of rhe City Council, management and others within the City of Chula Vista, and the City's federal awarding agencies and pass- through entities and is not intended to be and should not hc used hy anyone other than these speeificd partics. 4 --z1~~<~~~~~c, A material weakness is a significant detlcicney, or combination of significant dctieiencics, thar results in more tban a remote Iikelibood !bat a material misstatemcnt of" the financial statemcnts will not be prevcntcd or detected by the City's internal control. Ollr consideration of intc11lal control over fUlaneial r~porting was for the limited purpose deseribe,l in the first paragraph of this section and would not necessarily identitY all deficiencies in interIJal control thaI might be significant deficiencies or material weaKnesses. We did not identitY any delicicncics in internal control over tlnancial reporting that we considcr to be material weaknesses, as detined above. ComDlianc.e and Other Matter's As part of obtaining reasonable assurance about whether the City of Chula Vista's basic linaneiat statements are free of material misstal.cm~1ll", we performed tests of it<; compliance with celtnin provisions of laws, regulations, contracts and gran! agre..,ments, noncompliance with whieh could have a tlirccl ancl material etfeet on the determination of tinancial st,ltement amounts. However, providing an opinion on compliance \lIith those provisions was not an oDje<:tive of our audit and, accordingly, we do not ..,xpress such an opinion. The results of' nur tcsts disclosed no instances of noncompliance or other matters rhat are required to be reported llnd..,r Govemment AllditiIll! Stand,lrds. We noted ecrtain malters that we reported to management of (hc City of Chula Vi~ta in a separate IeILcr dated December 18, 2007, This report is intended solely tl)!' the in lilrmal:ion and use of the City Council, management and others within the City ofChula Vista, and the City's federal awarding agencies and pass- through entities a.nd is not intended to be and should not be used by anyone other tban these spcci fied parties. /~~~ r:'~#C';"k0AC, 2 CITY OF CHULA VISTA Schedule of L!xpcnditllres of Federal Aw[mJs Fl)r the Year Ended Jlme .10, 2007 Federal Urantor! Pass-thrnugh Graulor! Program Title - Program Idcntiticfllion Number crDA Number US DFPA RTMENT OF HOUSING ANO URBAN DEVELOPMENT: Dircct Programs - Commllnity Development Block Granl Community Developmcnt lllock Cranl 14.21~ B-04-MC-060540 14.211\ 11-05-MC-O(,lJ540 Total Commllnity lJevelopmcm Block Grant Direcr ProJ;.'Tams - lIomc Investment Partncrship Program 14.239 M-%-MC-lJ60505 Home Investment Partnership Program 14,239 M-98-MC-060505 Home Inve~tmcnt Partnership Prngram 14.239 M-02-M(>lJ()05lJ5 Homc Illvestlnenl Partnership Program 14.2.1') M-03-MC-060505 Homc Investment Partnership Program 14.239 M-04-MC-060S0S Horne lnvestmcnt Partncrship Program 14.2.19 M-05-MC-lJ(,lJ50S Ilome Investment Partnership Pr'ogram 1 '1.239 M-06-MC-060S05 ['otal /loll1c Investment Paltnership PrograIIl Oircct Programs - F.mergeney Shelter (irant Program ICmcrgency Shelter Grant Program 14.2.11 S-05-MC-060540 14.231 S-lJ6-MC-060540 Tolal P:mergency Sheltcr Granll'rogram TotaL U,S. lJepartmcnt of.Housing and Urban Dcvelopmcnt 5 Federal Expenditurcs $ 4~5, 1~6 1,4 7S, 796 1,960,9g2 * 3KI,093 47,889 1(,0,728 834,296 157,637 11,198 gl,80.1 1,674,644 * 123 !-:(', /95 86,318 3,721,944 . Disblll'SCl11cnts to Sllbrceipients $ 19,029 19,029 (Contin ucd) ClTY OF CHULA VISTA Schedule ofExpenditurcs or Fcderal Awards (Continued) For the Year Ended June 3D, 2007 .' Federal Grantor/ Pa~s-Ihrough Grant()r/ Program Title CFDA N Ull1 her Progntrn hientiJiealiun Nllmber r ederal Expenditures l)i~bursemcnls to Sllhreci~iicllts U.S. DEPARTMENT OF TRANSPORTATION: Passed-through the State of Cali fomi a: Business, Transportation and llou$ing Agency om"c of Traffic Safety D U I Enlorccmen I Grant Of!jce or Trame Safely STEP Califoflli" Onice ufTra!11e Safcty 20.600 20.(,00 20.600 AL0513 1'1'0723 ('1'073705 74,756 199,51(; (is,OOO Total State and C()nHllunity Highway Safety 339,272 Direct Programs: ABC - Alcuholi<; l3everage Control 16.727 06C-I.A05 ,)4,~g5 Total U.s. Dep1ll1ment ofTransportalion 434,157 OFFICE OF CRIMINAL:n ISTICE PLANNING: Passed-through the Slatc ofCalitomia oen' (OES): Onice of Emergency Services Domcstic Violence Response and Advocacy (DVR'l) IluUetproor Vest Partner Law Entixccrm;nl Terrorism Prevention P'(>gnHn (LfTI'I') 16..'iRR LE-050363(;4 16.607 2006BOBXOG131750 82,168 3,407 97.074 073-00000 -19,322 Total U.S. DcpartrnGnt of Justice Planning 134,897 us DFPARTMENT OF JUSTICE: Passed-through the County of San Diego: JUDGE Grant 16.738 DC-05180370 16';,461 Direct Prngt'ams: Fi m1Ilcial Crlllles Task Force (200(j/2007) .IHDTA Operation Alliance Task ForeG (2006/2007) IflOTA Mt1rinc Task Porce Force (2006/2007) H I!)TA Mexican Drug Traffickers Foree (2006/2007) 11IDTA 16.726 16-I7PSCP575 70,898 1(,.72(, 16/17PSCP575 118,661 16.726 16I17PSCP575 114,660 16.726 16/171'SCP575 239,569 (Conlinued) 6 CITY OF CHULA VISTA Schedule of Expenditure:s o[ Federal Awards For the Year Fnded June 30, 200? (Continued) F ~d~ra I (irantorl Pass-through Grantorl Program Title ('FDA NlLTnher Progrurll 'd~nlilicali()n Number U.S. DEPARTMENT or JUSTICE (Continllen), Direct Programs: California Border Alliance (2006/2007) 16.726 HlDTA Inlell Ciroup (2004/2005) Cri Ille Analyst (VCTF '051'(6) 16.726 16/17PSCP575 16If7PS('P575 BZPP "AVOID The 14" 97. 078 20.600 2U05-06g ALO(,21 Total 1 [IDTA Passed.through th~ U.S. Attorney's Omce, Direct Program - Universal Hiring <Trant. 2001 16.710 2001-ULWX-001.l Universal Hiring (irant- 2002 16.710 2002-UL WX-OO(,4 Total Univcrsal T-Tiring Grant Total U.S. Dcpm1ment of Justice U.S. DEPARTMENT OF TRFASURY: Passed-through the U.S. Customs Service: Various small agreements tOpcntlion BEST 14228) 21.000 CVPD.l1-07 -03 7 federal Expenditures 1,670,21 g 70,4gg 5.1,111(, 17,50(, 2,355,036 toO,OOO 402,824 502,824 3,023,321 .10,541 Disbursements 10 Suhreeipicnts . (Continued) ) CITY OF CHULA VISTA Schedule of Expcnditllrcs u[Fcdcral Awards For thc Year Fnded luno 30, 2007 (Continucd) Feucrul Granl.or/ Pass-through Grantor/ Program Title CFDA Numher Program Idel11 i.licatiun Numher U.S. DEPARTMENT (W TREASURY (CONTINU.l:iD): Pil.%cd-through the State of Cali.lomia: Homeland Security Fcderal Grant SAFER 97.{)X3 hMW-2005-FF-002R9 Total U.S. Departmcnt of Treasury Total federal Expenditures * Major PrognlJll See Accompanying Notes to Schedule. of Expenditl.lres of Federal Awards. x l' cderal .l:ixpcnditures 322,833 353,374 $ 7,667,693 $ Disburscments to Subrocipicnts 19,029 CITY OF CllULA VISTA Note to S<.:h~dllk of Expenditures of Federal Awards Ju'", 30, 2007 I. Summary of Significant Accounting Policies Applie.,lble to the Schcdule or Exp~nditures of Federal Awards: a. Scope ()fPr~scntation The a<.:<.:ompanying schedule pr~~~l1ls only the expenditures incurred by the City of Chula Vista (City) that are reimbursable und"r f~d~ra[ programs of federal linancial <Lssistance. I'or the PUllxlses of this schedule, federal fin<Lneial assistance inelllde~ botb federal JinaTlcial assistan<.:e received directly ti-om a fcdcral ag~n<.:y, as well as fedcral fund, rce<.:iv~d indirectly by the City from a non-tecleral ag~ncy or othcr organization_ Only the portion "I' program expenditures reimbursable with such federal fund~ is repOlted in the accompanying schedule_ Program expenditures in axcess of th<.: maximlUll federal rcimnursement authorized or the portion of the program cxpcnditur<.:s Ihat were funded with state, local or other non-federal funds arc cxcluded from the accompanying ,<.:hedul~. b. l3asi~ of' A<.:counting The expel1ditLtre~ included ill the accompanying ~chcdulc were reported on the modified <l<.:<.:rual basis of accounting. Under the modilied <l<.:<.:rual basis of accounting, expenditures arc incurred when the City become, obligated for payment as a result of the reecipt oflhe rdated good~ and services. Expenditures reported included any property or equipmcnt acyuisitions incurred under the federal prograTll_ 9 This page Jell blank intentionally. 10 City afChula Vista Schedule of hndings and Quesl;onl::d Costs 1;ortl1e Year l:inded June 30, 2007 .. L SUMMARY OF AUDITORS' RESULTS A. Finaneial st,(teml::nts t. Type 01' auditors' report is~ued: "'"(?lllli/ied 2. I nll:mal control over financial repOlting: a. Material weakncss(es) identified'! b. Signifieanr dciicieney(ies) identiticd (1ot considered to be material weakncsses? x ycs no yes ~nnnc reported 3. NlJncompliance material to financial statements noled? ycs ~no R. Federal Awards 1. Tntemal control over major programs: a. Material weakncss(es) identitied'! b. Significant dctkieney(ies) identitied not considered to be material weaknesses? yes ~none repolted yes ~no 2. Type ofauditol's' I'eport issul::u on compliance tl1r major pmgrams: ?lnl/l.lalified 3, Any audit findings disclosed that are reg ui red to be repoJted in accordance with OMH Circular A-LB, Scction 5l0(a)? yes _.0. no 4. Idcntification of major programs: CTDA Number(s) Nallle ol'Federal Program or Cluster 14.2H: 14.239 16.710 CommuniI)' Development B lock Grant Tlome Investment Partnership Progmm Universal Hiring OHmt 5. Vollar thrcRhnld uscd 10 di;;linguish betwcen Type A and Type B programs: $ 300,000 6. Audilee <{uali/;ed a.s low-risk ~uditec') _yes ,~no II City "Cehula Vista Schedule of Findings and Questioned Costs (Cominued) lior the Year Ended .TUlle 30, 2007 11. FINDfNGS - FINANCIAL STATEMENT ALJDIT None. lll. f1INDINGS AND ()LJESTIONF.D COSTS - .MAJOR J.'EDERAI. AWARD PROGRAMS AUDIT None. 12 City ofChula Vista Sche,lulc llfPrior Year Audit Iiindings For the Year End"d June 30, 2007 CFDA No. 16.71.0 lJniversal Hiring Grant On-I. l'inding: Program Identitlcation Numbers 200 I-UL WX-0064 and 2002-1 JT.WX-0064 During our teslwork, we noted that the tinancial Status Reports submitted to the Department of Ju~tiee were inaecurate_ The expenditures were overstated hy $38,961 due to the fact that the repOlts includ"d "xpenditurcs for salary and benelits whi"h were nol. eligible for tederal reimbursement. Finding resolved in lis"al yellr 06-07. J:1 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Financial Statements Independent Auditors' Report For the Year Ended June 30, 2007 1l/74cff/JlEIJ7 3 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Financial Statements For the Year Ended June 30, 2007 TABLE OF CONTENTS Letter of Transmittal Independent Auditors' Report Basic Financial Statements Management's Discussion and Analysis (Unaudited) Statement of Net Assets Statement of Activities Balance Sheet - Governmental Funds Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Assets Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities Notes to Financial Statements Required Supplementary Information (Unaudited): Low and Moderate Income Housing Special Revenue Fund _ Budgetary Comparison Schedule Redevelopment Agency Housing Program Special Revenue Fund _ Budgetary Comparison Schedule Chula Vista Housing Authority Special Revenue Fund - Budgetary Comparison Schedule Note to Required Supplementary Information Pa\?e 1 1 3 8 9 10 13 14 17 19 34 35 36 37 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Financial Statements For the Year Ended June 30, 2007 TABLE OF CONTENTS (Continued) Pal?-e SupplementaJy Information: Bayfront/Town Centre 1 Debt Service Fund - BudgetaJy Comparison Schedule Town Centre II Otay Valley Southwest Merged Projects Debt Service Fund - BudgetaJy Comparison Schedule 40 41 Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance (Including the Provisions Contained in the Guidelines for Compliance Audits of Redevelopment Agencies) and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditinl?- Standards 43 \ ow Of ~'H'J~ A 'llCTt\ C, ,( ;,J"\ 'li "'!", REDEWi,1.0PMENT AGENCY December 18, 2007 Honorable Member& of the Agency, The Basic FinancialStatemen~ and Independent Auditor's Report on all projects6f the City of Chl.lla Vista Redevelopment Agency for the yeer ended June 30, 2007 .Is . presented. in aCCordan~ with the Community RedevelOPment Law, ~ 330000fthe He.althand Safety Code 6fthe State of California. The accuracy of the data presentadandthe completeness and fairness ollha presentation, including all disclosures, are the responsibUity of the Age.ncy. . The Report has. been prepared in accordance. with Generally Accepted Accounting Principles (GAAP) as promulgated by the Governmental Accounting Stendards Board (GASB). It is belillV€dthat the data. reported is .accurate in all material respects, that it i. presented in a manner designed to fairly represent the financial position .and resuns of operatiqns of the Agency as measured by the financialac;tivii'lin .Its various Funds, and that .ail disclosures neceSsary to enable the rsader to gain maximum underSl!lndlng or the Agency'sflnancial.affairs have been included. Rl!developm,mtAgency Background Redeveloornent Law Redevelopment in California stm!(."<l In 1945 with the enactmentofthe Califomial'ledevelopmentAct, Which gave cities and counties the authority luestablish redevelopment 'lgencies. 1n1951, .the Community Redevelopment Act wascodlfied and renamed the Community Redevelopment Law under He€il.th "lid Safely Code Secj;dh 33000, el seq. Most importanU'I,.\he a~lhority for tax Increment financingwaS.added. . . In 1976. the Slate Legislature imposed a requirement tnat 20% of the lax incrlOme.nt generated from project areas must .be W.ed to improve the community's suppty of affordable housing. In addilion, school districts and C;\Jmmunltycollege districts.and. olhertaXing entities receive a par/ion of the rlOdevetopmeni tax Increment. Forrede\ielopment projects that were adopted before AB 1290, or Janu8ry1. 1994, fhe Agency negoUatedagreementa w~hthese taxing "ntities. HOI';ever after the enactment of A8129.0ithe negotiated separate agreements with each taxing entity weie eliminated and implamentatlon 01 statutory reimbursement to alltaxing entitle.. was implemented. Tax JncremenlPrirner Tax Increment Is thelncrEiaSe' in property taxes within the redevelopment project area that result from incr.eases in the project area assessed Value. that exceeds the blise year assessed value, This funding source provides a way 10 improve an area.byenabHligredevelopmentagE>.J1cies to issue tax .increment bonds without Using generai fund moni.es or ,aising taxes. . I ~1BFOL.rHiH AVENue tr CHUU VtS'fA 'I CAUFOFHilA .91910 f> {6i- $l} 691-5041 !O FAX {B19}47~,..53"HJ ?l.>it--~<1't>........"""~f'.\p!< fax inCff..::ment' is a poworfu! fumHnq sourc.efor JeQ~v8Iopr:nent acHvitips dUB to the Increased perGentage of property tax the .Ag,t3f1cyis ab!o to retain. I n'California,'property lax IS calcuJBted at one-Mpercent of a property's assessed val~e. Of this one-percent the City receives approximately $0 15 per dollat collected The reSt is P?ssed through to other t"'xing "ntities (i.e. schooi districts, County and ERAf). However with properly taxes col!ected in a r~development project are;; established in 1994 or lal"r. the City and other taxing 8nlilie!> will stili roc",ive their :;har" ofpase W(or taxes but the Agency will receive approximately 60 percent of the tax increm",m (taxes above base 1\"al values) generated in the project area (i.e. gross tax increment less 20% for low and moderate housing and 20% for AB1290 pass throughs) lJ1e City'S Redeyelooment Mency Rede-velopnient -Pr.gject:Ar~a.s 'ty ofChula Vista REDEVI!LOpMENi I'IiOJECT AREAS !t1ffl/@1trl.BAVF,ONT _91A'fVAitEY IiQAG . . JlIllllllhoUTHWESi . " · .. TOWN CE.N:iREl '_TOWN C~NI~EP I .' _ AMID REDI!VnoI'MH~1 . . . AREAS Agency History The City of Chula Vista's RedevetopmentAgency(Agencyj wasfcm'led in 1974. The goals of the Agency are to redur", blight and to ehcourage new development, 'econstru~iion. and rehabilitation of residential, commerclal, industrial arid retail uses. The map above depicts the Agency's five project areas as well as areas recently added. The table I:1elow StlinmarizesimPOItantda'lesfdr the project areas. Jl Project Areas and Tirnelines Cumulative Final Tax Increment Date to Revenue Limit-'~~r..J:lebt $ 210,000,000 No Limit ...______JI17 12018 84,000,000 No Umit 115,000,000 No Umit 150;000,000 No Limit No Unlit $100,000,000 No .Limit No Limit _.__..~'1.Umit ~.-_._.._-_....._.... - ... ~.._-_.~_.._~"-,.~." ~~~.t.~~.~!.. Bayfront !Sqyfront Amended, Town Centre _L_____~_.__, $ 9.!.E\yValley $ Southwest $ Southwest Amended Town Centre 2 Town Cen!re 2 Amended .?QQ4 AmendmentArea NoUmil Date of Plan Termination 7116/2011 7f712029 7/6/2019 ~-_.__.._-_. 12/2912026 11/27/2031 71912032 811512021 711912029 51112034 Termination Date 0.1 Revenul> ..---------- 7/'1612027 7,712044 . 71612029 1212912036 11/27f2041 __ 7131~?042 811512031 711912039 51112049 During the 1970'sand19$O's the Agency focused on the Town Centre I, T01Nn Cen!rell and Bayfront Red"v"lopm"nt Project Areas, The Agency issued $7..15 million in tall allOcation bonds in .1979, $25.0 million in 19$4, $38.a million In 198.6 and $11:0 million Cert1ficate of Partitip<'ition Was issued in 1987. Most of the bond proceeds were used for planninQjstlldies or pUblltinfrastructure p~ojeGtsthatprovideda public; benefit This strategic focus provided infrastructure in the doWntbwn and bay front areas, bUI primarily due to a sluggisl:> r"al estate market, th.e pUblic investment did not have the intended effect of spurring major new development .neither location. Projects during this period inClUded: (1 )streetscape improvements along third AVenue: (2i development of a public parking structure in the Park Plaza. development: and' (3) removalofjvnkyardS from the bay front. In the 1990s, the Agency again/ocused on foundational planr11ng effQr\s~ .inclUding .adoption of the Southwest Redevelopment Project Areal!> address the annexatfon of the Mont!;}omeryarea.Addi>d investment in public improvemenlproj"cts includ"dtheSouth Bay Court House ($1,3 mIlIiOh), the. Palomar Trolley Center ($775,000) and the Chula Vista Center parkingstruclure ($3.$milH()-n). The Agenoy's M"rged Project Area was created In Augusl2000 pursuant .to an amendment 10 the redevelopmenl plans of three of the Agency's Project Areas (Le, Town Centre II, Otay Va.lley and . SouthWest): Subsequently in .october2000, the AgeT1l::yissued ils most recent tax Allocation Bond in the amountof$17.0 million. Also in 2000, a develppm"nt agro"mentforthe ~atewayChula Vista . Project,a 347,000 squarofoot upscalepffice dllVelopmentat .the noithwest corner of Third Av"nue an(I"H" $treet was enlered into by the Agency,'commilting $7.2 million of Agl'lOCY fund$;.represenlirrga . shift of focus toward urban core. infilloPPor!unilies afforded by changes in the realestale markel and renewed intere.st .from : developers. The first of 2 phases is complete and the result Is an iocreaseoftaxincremenl olapproximately $400,000 annually. over its 30 year life span, the Agency ushered in a' feW s.ignlficant developments inCluding the 1992 redevelopment 01 properties for the Scripps Hosp~alexpansion on H Street, tpe construction of the Rohr Headquarters Building. upgrades to the Chula Vista Center, relocation of the auto: park to OtayValtey Road and land swap lor the' development of the state Veterans Home In 2001. The Agen<;y also funded the new Chula Vista Police Station in the amount of $5.8 million in the form 01 relOCation assistance and land .acqUisition. iii cnv .QF"CHUU\ ,v~s'rp., The chart below displays the growth of tax increment for the past ten years. It should be noted that in fiscal year 2002, tax increment decreased due to the devaluation of the South Bay Power Plant by the State Board of Equalization. Gross Tax Increment Revenue Ten-Year Chart For the years ended June 30 Millions $12 $10 $8 $6 $4 $2 $0 1998 1999 2000 2001 2002 2003 2004 2005 2006 2007 ACCOUNTING SYSTEMS AND BUDGETARY CONTROL The basic financial statements are presented on an "economic resources" measurement focus and the accrual basis of accounting. Accordingly, all of the Agency's assets and liabilities, including capital assets, as well as infrastructure assets, and long-term liabilities, are included in the accompanying Statement of Net Assets. The statement of Activities presents changes in net assets. Under the accruai basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred. All governmental funds are accounted for on a spending or "current financiai resources" measurement focus and the modified accrual basis of accounting. Accordingiy, only current assets and current liabilities are included on the balance sheet The statement of Revenues, Expenditures and Changes in Fund Balances present increases (revenue and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Under the modified accrual basis of accounting, revenues are recognized in the accounting period in which they become both measurable and available to finance expenditures of the current period. In administering the Agency's accounting systems, primary consideration is given to the adequacy of internal accounting controls, which include an array of administrative procedures. These controls are designed to provide reasonabie, but not absolute, assurance regarding the safeguarding of assets against loss from unauthorized use or disposition, as well as the reliability of financial records for accurate and fair presentation of financial reports. The concept of reasonable assurance recognizes that the cost of specific controls should not exceed the benefits likely to be derived from exercising the controls, and that this evaluation necessarily involves estimates and judgments by management It is believed that the Agency's internai accounting controls adequately safeguard Agency assets and provide reasonable assurance of proper recording of financial transactions. The City Charter charges the Director of Finance with the responsibility to supervise and be responsible for the disbursement of all monies and have control over all expenditures to ensure that budget appropriations are not exceeded. The level of budgetary control, that is, the level at which expenditures IV are not to exceed Council approved appropriations, is established by department at the category level An encumbrance (commitment) accounting system is utilized as a technique to enhance budgetary control during the year. Appropriations encumbered (committed) at year end automatically carry forward and are available to be used for those commitments during the subsequent year while unspent, unencumbered appropriations lapse at year end and become generally available for re-appropriation the following year. INDEPENDENT AUDIT An independent audit of the Agency's records is required by Community Redevelopment Law, !l 33000 of the Health and Safety Code of the State of California and was performed for the year ended June 30, 2007 by the certified public accounting firm of Moreland and Associates, Inc. The auditors report on the basic financial statements and schedules is included in the Financiai Section of the Report. In general, the auditors concluded that the financial statements and schedules referred to above present fairly, in all material respects, the financial position of the Agency as of June 30, 2007, and the results of its operations and cash flows of its proprietary fund types for the year then ended in conformity with generally accepted accounting principles. The professionalism and knowledge exhibited by Moreland and Associates, Inc. during their audit work is greatly appreciated. ACKNOWLEDGMENTS Preparation of the Report and more importantly, maintaining the Agency's accounting records in a manner sufficient to earn the aforementioned auditors opinion is only accomplished with the continuous concerted effort of each and every staff member in the Finance Department. As such, I express my sincere appreciation for their dedicated service. Respectfully, c4J~K.~ Maria Kachadoorian, CPA, MPA Director of FinancelTreasurer v CITY OF CHULA vrSTA l,/roreland & ..#JiJOct"aledJ ,!Inc. ill CERTIFIED PUBlIl~ ACCOlltHAf\JTS 1201 DOVE STREET SUITE 680 NEWPORT BEACH, CALIFORNIA 92660 570 R&.NCHEROS DANE, SUITE 260 SAN "'lARGOS. GA 92069 mEPHONE (949) 221-0025 December 18, 2007 The Board of Directors of the Redevelopment Agency of the City of Chula Vista Independent Auditors' Reoort We have audited the financial statements of the governmental activities and each major fund of the Redevelopment Agency of the City of Chula Vista (Agency), a component unit of the City of ChuIa Vista, California as of and for the year ended June 30, 2007, which collectively comprise the Agency's basic financial statements as listed in the table of contents. TIlese [mancial statements are the responsibility of the Agency's management. Our responsibility is to express opinions on these financial statements based on our audit. We conducted onr audit in accordance with anditing standards generally accepted in the United States of America and the standards applicable to [mancial audits contained in Govemment Anditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the andit to obtain reasonable assurance about whether the [mancial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amo:unts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall fmancial statement presentation. We believe that our audit provides a reasonable basis for our opinions. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective [mancial position of the governmental activities and each major fund of the Agency as of June 30, 2007, and the respective changes in financial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Government Auditing Standards, we have also issued our report dated December 18, 2007 on our consideration of the Agency's internal control over :fmancial reporting and our tests of it'i compliance with certain provisioIL' oflaws, regulations, contracts, grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards and should be considered in assessing the result Ii of our audit. The management's discussion and analysis and other required supplementary information identified in the accompanying table of content. are not a required part of the basic financial statements but are supplementary information required by the Governmental Accounting Standards Board. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the 'information and express no opinion on it. Our audit was conducted for the purpose for fonning opinions on the financial statement'i that collectively comprise the Agency's basic financial statements. The accompanying major fund budgetary comparison schedules listed as supplementary infonnation in the table of contents are presented for purposes of ~dditional analysis and are not a required part of the basic [mancia] statements. The major fund budgetary comparison schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated, in all material respects in relation to the basic financial statements taken as a whole. 1 ~~~~~,,;,~~-4rC. This page has been left blank intentionally. 2 CITY OF CHULA VISTA - REDEVELOPMENT AGENCY MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2007 The discussion and analysis of the Redevelopment Agency's (Agency's) fmancial performance provides an overall review of the Agency's fmancial activities for the fiscal year ended June 30, 2007. The intent of this discussion and analysis is to look at the Agency's financial performance as a whole. Readers should also review the basic financial statements, as well as the prior year's report ending June 30, 2006, to enhance their understanding of the Agency's fmancial performance. The fmancial section of this report has been prepared to show the results of the financial administration, financial condition, and operation of the Agency. The flfm of Moreland and Associates, Inc., whose opinion is included in this report, has audited the combined fmancial statements in this report. BASIS OF ACCOUNTING AND FUND GROUPINGS The basic financial statements are presented on an "economic resources" measurement focus and the accrual basis of accounting. Accordingly, all of the Agency's assets and liabilities, including capital assets and long-term liabilities, are included in the accompanying Statement of Net Assets. The Statement of Activities presents changes in net assets. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred. All governmental funds are accounted for on a spending or "current fmancial resources" measurement focus and the modified accrual basis of accounting. Accordingly, only current assets and current liabilities are included on the Balance Sheet. The Statement of Revenues, Expenditures and Changes in Fund Balances present increases (revenue and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Under the modified accrual basis of accounting, revenues are recognized in the accounting period in which they become both measurable and available to finance expenditures of the current period. The Agency maintains funds in accordance with generally accepted accounting principles set forth by the GASB and other rule-making entities. FINANCIAL DISCUSSION Under the Governmental Fund statements, the Redevelopment Agency reported an excess of revenues over expenditures of $1.0 million, including transfers in and out. The total fund balance at June 30, 2007 was $32.3 million, of which $5.5 million is designated or committed. Designations represent management's intended use of resources and reflect actual plans approved by the City CounciL 3 Total tax increment revenue increased by 14.7% in fiscal year 2007, to $11.9 million from $10.4 million in the previous fiscal year. The large increase in revenues occurred due to the rapid appreciation of properties due primarily to sales of existing homes. The largest increases occurred in the Otay Valley Road project area ($482,786), the Town Centre 1 project area ($472,258) followed by the Southwest project area ($359,649) and combined accounted for 86% of the increase. Gross Tax Increment Revenue For the years ended June 30 Incrcase/(Dccreasc) Fiscal Year Tax Increment Amount Percentage 2000-2001 2001-2002 2002-2003 2003-2004 2004-2005 2005-2006 2006-2007 $7,540,242 $7,032,266 $7,822,850 $8,317,575 $8,939,342 $10,404,881 $11,935,619 ($507,976) $790,584 $494,725 $621,767 $1,465,539 $1,530,738 (6.7% 11.2% 6.3% 7.5% 16.4% 14.7% Fiscal Year 2006-07 Tax Increment Revenue Added Area 2.8% Bayfront 20.8% Southwest 26.6% Town Centre I 20.7% Town Centre II 11.4% I In fiscal year 2002, tax increment decreased due to the devaluation of the South Bay Power Plant by the State Board of Equalization. 'The fiscal year 2003-04 tax Increment is adjusted downwards by $2.0 million for comparison to other fiscal years. A correction to the Unitary Tax Roll was made by the County of San Diego to reallocate the 1 % State Unitary tax revenues that had affected prior years. 4 Total revenue realized by the Agency for fiscal year 2007 was $13.8 million, of which 86.8% was tax increment revenue, 10.4% were charges for use of money and property and 2.8% was other income. Total expenditures for fiscal year 2007 were $38.7 million. The expenditures include $9.0 million for general government and capital outlay that include all redevelopment activities. Debt service expenditures totaled $29.7 million which included $24.8 million for the refunding of the 1994 Tax Allocation Bonds Series A, C and D. The remaining $5.0 million of debt service expenditures were for payment of long-term debt, interest, and fiscal charges. REDEVELOPMENT AGENCY ACTIVITIES & HIGHLIGHTS A critical activity of the Redevelopment Agency during the past several years, including Fiscal Year 2006/07, has been to fund and facilitate the preparation of high priority land use planning documents within redevelopment project areas. The Bayfront Master Plan will be a crucial foundational document for the long-term development of the City's waterfront. The Urban Core Specific Plan, adopted in 2007, provides the City an essential framework for a new paradigm of urban development in the City's historic northwest. The City and Agency also spent significant time during the past year reexamining and adjusting the Agency's structural and operational systems. Bayfront The City has identified redevelopment of the Bayfront for many years as a top priority. In addition to removing blight and capitalizing on underutilized property, a reinvigorated Bayfront can provide stronger waterfront access and recreational amenities, improved visibility and recognition for the City, enhanced market potential and property values for the City's urban core and an improved contribution to the City's fiscal resources and public service levels. The City had these results in mind when the Bayfront was identified as a redevelopment project area. In June of 2005, the City and the Port of San Diego received an unsolicited letter of interest from Gaylord Entertainment regarding development of a Iill\ior resort hotel and conference center on the City's Bayfront. Gaylord has proposed a project that would consist of a 1,500 to 2,000 room resort hotel, approximately 400,000 square feet of meeting rooms and exhibit hallslbalIrooms and a retail/entertainment! restaurant component. 5 The Gaylord proposal is unique in its ability to advance these City objectives in a relatively short period of time. Whereas a market analysis conducted for the Bayfront master plan indicated that realization of the Bayfront master plan would likely occur over several decades in the absence of a "catalyst" project, the Gaylord proposal would redevelop a substantial portion of the B ayfront area over the next several years and is likely to attract further investment during the same time or shortly thereafter. This acceleration of development will have the effect of increasing the numerous revenues generated, which can be used to augment the City's infrastructure and public services. A letter of Intent (LOI) was entered into by and between the City, Agency, Port District, and Gaylord Entertainment in July 2006 and extended in December 2007. Negotiations are on-going with Gaylord, the City and the Port of San Diego. Urban Core Another top priority for the City is the redevelopment and revitalization of the City's Urban Core. A critical tool in facilitating redevelopment in Northwest Chula Vista is the Urban Core Specific Plan (UCSP), a comprehensive planning document that creates new zoning standards and design guidelines for the creation of a revitalized, economically attractive Urban Core. By creating greater predictability for new development in the Urban Core, the UCSP seeks to attract greater investment of private capital into some of the oldest sections of the City. The UCSP was adopted by the City Council in April 2007 and took effect in June 2007. REOUEST FORlNFORMATlON This financial report is designed to provide our citizens, taxpayers, creditors and investors with a general overview of the Agency's fmances and to show the City's accountability for the money it receives. Questions concerning any of the information provided in this report or requests for additional information should be addressed to the City of Chula Vista, Finance Department, 276 Fourth Avenue, Chula Vista, CA 91910. 6 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Statement of Net Assets June 30, 2007 Assets Governmental Activities Cash and investments Receivables: Taxes Interest Loans Other Other assets Land held for resale Restricted cash and investments Held by Ci ty of Chula Vista Held by fiscal agent Capital assets: Nondepreciable assets Depreciated capital assets, net of accumulated depreciation Total Assets Liabilities Current Liabilities: Accounts payable and accrued liabilities Interest payable Noncurrent Liabilities: Due within one year Due in more than one year Total Liabilities $ 9,717,781 387,271 102,095 13,568,423 730,918 490,470 2,260,925 4,432,954 7,304,180 7,560,108 1,718,150 48,273,275 2,800,409 756,628 1,215,910 71,413,541 76,186,488 Net Assets Investments in capital assets, net of related debt Restricted for: Capital projects Community development Unrestricted 9,278,258 Total Net Assets (Deficit) 5,467,452 21,820,595 (64,479,518) $ (27,913,213) See Accompanying Notes to Financial Statements. 7 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Statement of Activities For the Year Ended June 30, 2007 Functions/Programs Governmental Activities: General government Interest on long-term debt Total Governmental Activities General revenues: Property taxes Interest earnings Miscellaneous Transfer to City of Chula Vista Expenses $ 9,072,571 4,260,838 $ 13,333,409 Total General Revenues and Transfers Change in net assets Net Assets (Deficit), Beginning of Year Net Assets (Deficit), End of Year See Accompanying Notes to Financial statements. 8 Net (Expense) Revenue and Change in Net Assets Governmental Activities $ (9,072,571) (4,260,838) (13,333,409) 11,935,619 2,122,115 324,358 (1,335,256) 13,046,836 (286,573) (27,626,640) $ (27,913,213) This page has been left blank intentionally. 9 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Balance Sheet Governmental Funds June 30, 2007 Special Revenue Low and Moderate Chula Vista Income RDA Housing Housing Housing Program Authority Assets Cash and investments $ 5,795,843 $ 34,359 $ 83,972 Taxes receivable 77 ,454 Interest receivable 50,503 639 1,017 Loans receivable 11,681,960 1,886,463 Other receivables 609 Due from other funds Advances to other funds Land held for resale Restricted cash and investments: Held by City of Chula Vista 524,453 3,908,501 Held by fiscal agent Total Assets $ 18,130,822 $ 5,829,962 $ 84,989 Liabilities and Fund Balance Liabilities: Accounts payable and accrued liabilities $ 90,994 $ 13,324 Due to other funds Advances from other funds Deferred revenue 1,835,434 200,437 Total Liabilities 1,926,428 213,761 Fund Balance: Reserved for: Encumbrances 40,165 35,439 Loans receivables 9,846,526 1,686,026 Low and moderate income housing 6,317,703 Advances Housing program 3,894,736 Land held for resale Debt service Total Reserved 16,204,394 5,616,201 Unreserved: Designated $ 84,989 Undesignated Total Unreserved 84,989 Total Fund Balances (Deficit) 16,204,394 5,616,201 84,989 Total Liabilities and Fund Balances $ 18,130,822 $ 5,829,962 $ 84,989 See Accompanying Notes to Financial Statements. 10 Debt Service Capital Projects Town Centre II Town Centre II Otay Valley Otay Valley Bayfront! Southwest Bayfront/ Southwest Town Centre I Merged Projects Town Centre I Merged Proj eets Total $ 1,420,105 $ 874,080 $ 4,097 $ 1,505,325 $ 9,717,781 172,553 137,264 387,271 14,773 6,469 47 28,647 102,095 13,568,423 1,200 729,109 730,918 1,274,659 1,274,659 5,024,642 5,024,642 2,260,925 2,260,925 4,432,954 2,083,371 1,220,537 4,000,272 7,304,180 $ 3,518,249 $ 2,101,086 $ 7,463,464 $ 7,675,276 $ 44,803,848 $ 1,215,954 $ 1,480,137 $ 2,800,409 1,274,659 1,274,659 $ 5,024,642 5,024,642 675,132 727,687 3,438,690 5,024,642 3,165,745 2,207,824 12,538,400 236,662 44,004 356,270 11,532,552 6,317,703 4,349,509 4,349,509 3,894,736 2,260,925 2,260,925 $ 3,518,249 2,101,086 5,619,335 3,518,249 2,101,086 6,847,096 44,004 34,331,030 5,423,448 5,508,437 (5,024,642) (2,549,377) (7,574,019) (5,024,642) (2,549,377) 5,423,448 (2,065,582) 3,518,249 (2,923,556) 4,297,719 5,467,452 32,265,448 $ 3,518,249 $ 2,101,086 $ 7,463,464 $ 7,675,276 $ 44,803,848 II This page has been left blank intentionally. 12 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Reconciliation of Governmental Funds Balance Sheet to the Statement of Net Assets June 30, 2007 Fund balance for governmental funds $ 32,265,448 Amounts reported for governmental activities in the Statement of Net Assets are different because: Capital assets used in governmental activities are not current resources. Therefore, they were not reported in the Governmental Funds Balance Nondepreciable capital assets Depreciable capital assets Total capital assets $ 7,560,108 1,718,150 9,278,258 Deferred revenues which are deferred because they are not available currently are taleen into revenue in the Statement of Activities and, accordingly, increases the net assets on the Statement of Net Assets. 3,438,690 Interest payable on long-term debt does not require current [mancial resources. Therefore, interest payable is not reported as a liability in Governmental Funds Balance Sheet. (756,628) Other long-term assets which are not considered available to pay for current expenditures are not reported in the governmental funds. 490,470 Long-term liabilities are not due and payable in the current period. Therefore, they were not reported in the Governmental Funds Balance Sheet. The long-term liabilities were adjusted as follows: Long-term liabilities - due within one year $ (1,215,910) Long-term liabilities - due in more than one year (71,413,541) (72,629,451) Net Assets (Deficit) of Governmental Activities $ (27,913,213) See Accompanying Notes to Financial Statements. 13 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Statement of Revenues, Expenditures and Changes in Flmd Balances Governmental Funds For the Year Ended Jlli1e 30, 2007 Special Revenue Low and Moderate Chula Vista Income RDA Housing Housing Housing Program Authority Revenues: Taxes $ 2,294,709 Use of money and property 363,981 $ 23,425 $ 4,211 Other 7,262 75 58,897 Total Revenues 2,665,952 23,500 63,108 Expenditures: Current: General government 492,877 134,902 37,044 Capital outlay Debt service: Principal Interest and fiscal charges Bond issuance cost Total Expenditures 492,877 134,902 37,044 Excess (Deficiency) of Revenues Over (Under) Expenditures 2,173,075 (1ll,402) 26,064 Other Financing Sources (Uses): Issuance of debt Bond discount Advances from the City of Chula Vista Transfers from the City of Chula Vista 1,124 Transfers to the City of Chula Vista (2,922) (296,157) Transfers in Transfers out Total Other Financing Sources (Uses) (2,922) (295,033) Net Change in Fund Balances 2,170,153 (406,435) 26,064 Fund Balances (Deficit), Beginning of Year 14,034,241 6,022,636 58,925 Fund Balances (Deficit), End of Year $ 16,204,394 $ 5,616,201 $ 84,989 See Accompanying Notes to Financial Statements. 14 Bayfront! Town Centre I Debt Service Town Centre II Gtay Valley Southwest Merged Projects Capital Projects Town Centre II Gtay Valley Bayfront! Southwest Town Centre I Merged Projects Total $ 1,009,524 $ 1,317,578 $ 3,047,277 $ 4,266,531 $ 11,935,619 360,640 25,797 242,984 411,813 1,432,851 256,417 1,091 15,267 43,125 382,134 1,626,581 1,344,466 3,305,528 4,721,469 13,750,604 258,754 2,600 3,588,976 4,308,311 8,823,464 63,844 108,576 172,420 24,460,750 444,250 24,905,000 2,265,377 2,051,908 4,317,285 514,994 514,994 27,499,875 2,498,758 3,652,820 4,416,887 38,733,163 (25,873,294) (1,154,292) (347,292) 304,582 (24,982,559) 25,760,000 25,760,000 (505,884) (505,884) 196,979 1,896,954 2,093,933 1,124 (1,025,903) (2,632) (8,766) (1,336,380) 15,635,139 1,738,037 75 4,000,271 21,373,522 (15,635,213) (5,738,309) (21,373,522) 25,451,021 2,609,088 (2,557) (1,746,804) 26,012,793 (422,273) 1,454,796 (349,849) (1,442,222) 1,030,234 3,940,522 (4,378,352) 4,647,568 6,909,674 31,235,214 $ 3,518,249 $ (2,923,556) $ 4,297,719 $ 5,467,452 $ 32,265,448 15 This page has been left blank intentionally. 16 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2007 Net change in fund balances - total governmental funds: $ 1,030,234 Amounts reported for governmental activities in the Statement of Activities are different because: Deferred revenue does not provide for current financial resources and therefore are not reported as revenues in the governmental funds. 689,264 Governmental Funds report capital outlay as expenditures. However, in the Statement of Activities the costs of these assets is allocated over their estimated useful lives and reported as depreciation expense. This is the amount of depreciation. (52,163) Sale of capital asset (57,776) Long-term debt proceeds provide current financial resources to Governmental Funds, but issuing debt increases long-term liabilities in the Government-Wide Statement of Net Assets. Repayment of bond principal is an expenditure in Governmental Funds, but the repayment reduces long-term liabilities in the Government-Wide Statement of Net Assets. Proceeds from long-term debt Long-term debt repayments (27,348,049) 24,880,910 (2,467,139) Other long-term assets which are not considered available to pay for current expendi tures are not reported in the governmental funds. 490,470 Interest expense on long-term debt is reported in the Government-Wide Statement of Activities and Changes in Net Assets, but does not require the use of current financial resources. Therefore, interest expense is not reported as expenditures in governmental funds. The following amount representing the change in accrued interest from prior year. 80,537 Change in Net Assets of Governmental Activities $ (286,573) See Accompanying Notes to Financial Statements. 17 This page has been left blank intentionally. 18 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements June 30, 2007 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies of the Redevelopment Agency of the City of Chula Vista (Agency): A. Reporting Entity The Agency is a blended component unit of the City of Chula Vista. The City of Chula Vista (City) City Council created the Agency in October 1972. The primary purpose of the Agency is to eliminate blighted areas by encouraging the development of residential, commercial, industrial, recreational and public facilities. The Bayfrontlfowne Centre I Project encompasses approximately 775 acres and its general objective is to redevelop the Bayfront area and central business district. The Merged Redevelopment Project encompasses approximately 2,456 acres. Its general goal is to revitalize the area into a principal regional shopping center and to upgrade the commercial, industrial, residential properties and rights-of-way at a more rapid pace than would occur without the redevelopment plan. The Agency is an integral part of the reporting entity of the City of Chula Vista. The basic fmancial statements of the Agency have been included within the basic fmancial statements of the City because the City Council of the City of Chula Vista is the governing board over the operations of the Agency. B. Government-Wide Financial Statements The government-wide financial statements (i.e., the statement of net assets and the statement of activities) report information on all of the activities of the Agency. For the most part, the effect of the interfund activity has been removed from these statements. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include charges for services and grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Separate fmancial statements are provided for govemmental funds. Major individual governmental funds are reported as separate columns in the fund financial statements. 19 REDEVELOPMENT AGENCY OF THE CLTY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation I. Basis of Accounting The government-wide fmancial statements are reported using the economic resources measurement focus and the accrual basis of accounting wherein revenues are recorded when they are both earned and realized, regardless of the timing of the related cash flows. Governmental fund statements are reported using the modified accrual basis of accounting wherein revenues are recognized as soon as they are both measurable and available as a resource to finance operations of the current year. Expenditures are recorded when incurred except that interest on long-term debt is recorded as an expendi lure on its due date. The financial statements have been prepared in accordance with generally accepted accounting principles and necessarily include amounts based on estimates and assumptions by management Actual results could differ from those amounts. 2. Tax increment revenue The law provides a means for fmancing redevelopment projects based upon an allocation of taxes collected within a redevelopment project. The assessed valuation of a redevelopment project last equalized prior to adoption of a redevelopment plan or amendment to such redevelopment plan, or "base roll", is established and, except for any period during which the assessed valuation drops below the base year level, the taxing bodies thereafter receive the taxes produced by the levy of the current tax rate upon the base roll. Taxes collected upon any increase in assessed valuation over the base roll ("tax increment") are paid and may be pledged by a redevelopment agency to the repayment of any indebtedness incurred in fmancing or refmancing a redevelopment project. Redevelopment agencies themselves have no authority to levy property taxes. 3. Description of funds The Agency reports the following major governmental funds: Low and Moderate Income Housin~ Soecial Revenue Fund is used to account for the 20% portion of the Agency's tax increment revenue that is required to be set aside for low and moderate income housing and related expenditures. 20 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 RDA Housinl): Program Soecial Revenue Fund is used to account for specific revenue that is required to be used for low and moderate income housing and related expenditures. Chula Vista Housing Authority Soecial Revenue Fund is used to account for specific revenue that is required to be used for low and moderate income housing and related expenditures. BavfrontfIown Centre I Debt Service Fund is used to account for the payment of interest and principal on long-term debt, and the accumulation of resources thereof associated with the Bayfront and Town Centre I Project Areas. Town Centre 1lI0tav Vallev/Southwest Merged Proiects Debt Service Fund is used to account for the payment of interest and principal on long-term debt, and the accumulation of resources thereof associated with the Town Centre II, Otay Valley Road, and Southwest Merged Project Areas. Bayfront/Town Centre I Caoital Proiects Fund is used to account for the financial resources used in developing the Bayfront and Town Centre I Project Areas. Town Centre 1lI0tay Vallev/Southwest Merged Proiects Caoital Proiects Fund is used to account for the fmancial resources used in developing the Town Centre II, Otay Valley Road, and Southwest Merged project areas. II. STEW ARDSHLP, COMPLIANCE AND ACCOUNTABILITY A. Budgetary Accounting An annual budget is adopted by the Board of Directors prior to the first day of the fiscal year. The budget process includes submittal of each department's budget request for the next fiscal year, a detailed review of each department's proposed budget by the Executive Director, and a fmal Executive Director recommended budget that is transmitted to the Board of Directors for its review before the required date of adoption. Once transmitted to the Board of Directors, the proposed budget is made available for public inspection. A public hearing is held to give the public the opportunity to comment upon the proposed budget. Notice of such public hearing is given in a newspaper of general circulation. The adoption of the budget is accomplished by the approval of a Budget Resolution. The level of budgetary control, that is, the level at which expenditures are not to exceed Council approved appropriations, is established by department at the category level. Any budget modification, which would result in an appropriation increase, requires Board of Directors' approval. The Executive Director and Finance Director are jointly 21 REDEVELOPMENT AGENCY OF THE ClTY OF CHULA VISTA Notes to Financial Statements (Continued) . June 30, 2007 authorized to transfer appropriations within a departmental budget. Any appropriation transfers between departments require Board of Directors' approval. All appropriations which are not obligated, encumbered or expended at the end of the fiscal year lapse become a part of the unreserved fund balance which may be appropriated for the next fiscal year. An annual budget for the year ended June 30, 2007 was adopted and approved by the Board of Directors for the special revenue and debt service funds. These budgets are prepared on the modified accrual basis of accounting except that encumbrances outstanding at year-end are considered as expenditures. The budgets of the capital projects funds are primarily long-term budgets, which emphasize major programs and capital outlay plans extending over a number of years. Due to the long-term nature of these projects, annual budget comparisons are not considered meaningful, and, accordingly, no budgetary information for capital projects funds is presented B. Deficit Fund Balance The Town Centre lVOtay Valley/Southwest Merged Projects Debt Service Fund has a deficit fund balance of$2,923,556. This deficit is expected to be eliminated with future tax revenues. Ill. DETAILED NOTES ON ALL FUNDS A. Cash and Investments Cash and investments at June 30, 2007 consisted of the following: Cash and investments pooled with the City Restricted: Cash and investments Cash and investments with fiscal agent Total Cash and Investments $ 9,717,781 4,432,954 7,304,180 $ 21,454,915 The Agency has pooled its cash and investments with the City in order to achieve a higher return on investment. Certain restricted funds, which are held and invested by independent outside custodians through contractual agreements, are not pooled These restricted funds include cash with fiscal agent. The investments made by the Agency are limited to those allowable under State statutes and include the following types of investments: . U.S. Government Securities . Bankers' Acceptances 22 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 . Commercial Paper . Medium- Teml Notes · Repurchase Agreements . Deposits with Banks · State of California Local Agency Investment Fund See the City's Comprehensive AmlUal Financial Report for disclosures related to cash and investments and the related custodial risk categorization. B. Land Held for Resale Land held for resale is recorded in the BayfrontITown Centre I Capital Projects Fund at the lower of cost or estimated net realizable value. The available fund balance is reserved in an amount equal to the carrying value of land and buildings held for resale because such assets are not available to fmance the Agency's current operations. The amount recorded as land held for resale and the corresponding fund balance reserved as of June 30,2007 was $2,260,925. C. Loans Receivable At June 30, 2007, the Agency had the following loans receivable, including principal and accrued interest: South Bay Co=unity Services South Bay Community Villas, L.P. Chula Vista Rehabilitation CHIP Loans Civic Center Barrio Housing Corporation Loan Rancho Vista Housing Mobile Home Assistance Programs Chelsea mvestment CorporationlSunbow Services Co.,LLC Alpha 1lI Development mc. (Main Plaza, L.P.) Wakeland Housing and Redevelopment Corportation Total South Bav Community Services $ 1,086,525 5,133,710 1,886,463 234,597 1,072,658 55,952 2,380,208 1,612,479 105,831 $ 13,568,423 The Agency entered into a loan agreement with South Bay Community Services, a California non-profit public benefit corporation. The loan amount of $478,200 was made to enable South Bay Community Services to develop a 40-unit affordable multi- family housing rental project to provide housing to low income families. The note is secured by a deed of trust on certain property and assignments of rents. Interest accrues annually at 3% of the unpaid principal balance of the note. Interest of $102,297 has been deferred at June 30, 2007. The outstanding balance is $580,497. 23 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 The Agency entered into a loan agreement with South Bay Community Services for the acquisition of property located at 1536 Concord Way for a domestic violence shelter site, other transitional living programs or housing for very low income families. The loan is secured by a deed of trust and a promissory note for the properties on behalf of the Agency. Repayment of the loan is limited to annual payment based on residual receipts. Interest of $18,931 has been deferred at June 30, 2007. The outstanding balance is $55,726. The Agency entered into a $300,000 loan agreement with South Bay Community Services for the acquisition of a real property at 746 Ada Street, and improving it with a multi-family residential project consisting of II units. These units, called the Trolley Trestle, will provide affordable housing for low income young adults who have completed the County of San Diego Foster Care program The loan is secured by a Deed of Trust and Security Agreement and will accrue 3% interest. Payment of principal and interest will be made from 50% of residual receipts for 55 years. Interest of $77,302 has been deferred at June 30, 2007. The outstanding balance is $450,302. South Bav Community Villas. L.P. The City entered into a loan agreement with South Bay Community Villas, L.P. for the development of the Heritage Town Center multi-family rental housing project. Agency assistance is in the form of residual receipt loan secured by a promissory note and deed of trust. The outstanding principal and interest on the loan will be repaid over fifty five years and shall accrue interest at 3 % per annum. Payment of principal and interest on the Agency loan shall be made on an annual basis, out of a fund equal to fifty percent of the net cash flow of the project (residual receipts) after debt service on bonds, payment of deferred developers fee, and reasonable operating expense have been paid. Interest of $733,710 has been deferred at June 30, 2007. The outstanding balance is $5,133,710. Chula Vista Rehabilitation CHIP Loans The Chula Vista Rehabilitation Community Housing Improvement Program (CHIP) is under the direct control of the Agency. CHIP offers deferred and low interest rate home improvement loans to qualified borrowers residing within a target area. Loan repayments are re-deposited into the program cash accounts and are redistributed as future loans. The program was originally funded entirely with Community Development Block Grant Federal funds. In recent years, the Agency began supplementing the program due to decreased availability of Federal grants. Interest of $200,437 was deferred as of June 30, 2007. The outstanding balances of the CHIP loans are $1,886,463. 24 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Civic Center Barrio Housing Corporation Loan In 1991, the Agency entered into a loan agreement with the Civic Center Barrio Housing Corporation, a California non-profit public benefit corporation. The loan was made for the purchase of land and the development of a 28-unit low income housing project. During 1992, the loan was assigned to Park Village Apartments Ltd., a California limited partnership in which Civic Center Barrio Housing Corporation is the managing general partner. The loan is secured by a deed of trust on the property and assignment of rents. Principal and interest are payable monthly. Interest accrues annually at 5% of the unpaid principal balance of the note. The outstanding balance is $234,597. Rancho Vista Housing The Agency has loaned $1,000,000 to CIC Eastlake, L.P. for the development and operation of Rancho Vista Housing project, a multifamily affordable housing project. The loan is secured by promissory notes and deeds of trust. The outstanding principal and interest amount of the loan shall be repaid over fifty-five (55) years and shall accrue at the simple interest rate of three (3%) percent per annum. Payment of principal and interest, or portions thereof, on the loan shall be made on an annual basis, out of a fund equal to fifty (50%) percent of the net cash flow of the project. Interest of $72,658 has been deferred at June 30, 2007. The outstanding balance is $1,072,658. Mobile Home Assistance Programs The Agency entered into agreements with eligible residents of the Orange Tree Mobile Home Park, whereby the Agency loaned $250,030 as permanent financing assistance to residents for the purpose of purchasing certain mobile home property. The loans are secured by deeds of trust on the property and mature in 20 17 or when the property is sold. Contingent interest will be charged based on calculations specified in the agreement. The outstanding balance is $55,952. Chelsea Investment Coruoration/Sunbow Services Co.. LLC The Agency entered into a residual receipts loan agreement with Chelsea Investment Corporation/Sunbow Services Company, LLC for the development of the proposed 132 unit Villa Serena senior affordable housing project. The loan amount of $275,000 was funded by the Agency's Low and Moderate Income Housing Fund. Terms of the loan will be for 52 years at 6% per annum. Principal and interest payments will be made on an annual basis out of a fund equal to 90% of the "Residual Receipts." Interest of $133,558 has been deferred at June 30,2007. The outstanding balance is $408,558. The Agency entered into a loan agreement with Chelsea Investment Corporation for the acquisition and rehabilitation of the 119-unit Pear Tree Apartments at 1025 Broadway. 25 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 All units will be affordable to low income households. The loan is secured by a deed of trust and will accrue 6% interest for 52 years. Payment of principal and interest shall be made on an annual basis out of a fund equal to 90% of the residual receipts. Interest of $584,498 has been deferred at June 30, 2007. The outstanding balance is $1,971,650. Alpha III Development Inc (Main Plaza, L.P.) The Agency entered into a loan agreement with Main Plaza, LP (Borrower) to assist the borrower in acquiring and improving certain real property for occupation by very low, lower and low and moderate income households. The total loan amount is $1,500,000. The loan bears an interest rate of 3 % per annum. The loan shall be due and payable on the date that is 55 years from the date of the Agency's issuance of the Certificate of Completion. Interest of $112,479 was deferred as of June 30, 2007. The outstanding balance is $1,612,479. Wakeland Housing and Development COl1lOration The Agency entered into a predevelopment loan agreement with Wakeland Housing and Development Corporation to assist the borrower in constructing affordable multi family apartment units for occupancy by extremely low, very low and lower income households. The loan is interest free. Repayment of the predevelopment loan is subject to the approval and execution of a Development and Loan Agreement within the negotiating period as set forth in the Exclusive Negotiating Agreement (ENA). If the Development and Loan Agreement is not approved or executed within the negotiating period, the loan shall be immediately due and payable. The outstanding balance as of June 30, 2007 is $105,831. 26 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 D. Capital Assets Changes in capital assets during the year ended June 30, 2007 were as follows: Balance Balance July I, 2006 Additions Deletions June 30, 2007 Capital Assets Not Being Depreciated: Land $ 7,617,884 $ (57,776) $ 7,560, 108 Capital Assets Being Depreciated: Buildings 2,608,126 2,608,126 Machinery and equipment 308,873 (296,873) 12,000 Total Capital Assets Being Depreciated 2,916,999 (296,873) 2,620,126 Less: Accwnulated Depreciation (1,146,686) $ (52,163) 296,873 (901,976) Total Capital Assets Being Depreciated, Net 1,770,313 (52,163) 1,718,150 Total Capital Assets $ 9,388,197 $ (52,163) $ (57,776) $ 9,278,258 Depreciation expense of $52,163 was charged to general government. E. Long-Term Debt The following is a summary of changes in long-term liabilities for the year ended June 30, 2007: Balance Balance Due Within luly 1,2006 Additions Deletions lunc30, 2007 One Year ERAF Loan - 2005 $ 71 0,000 $ 65,000 $ 645,000 $ 70,000 ERAF Loan - 2006 930,000 60,000 870,000 80,000 Bond discount $ (505,884) (24,090) (481,794) (24,090) Advances from the City ofChula Vista 28,227,312 2,093,933 30,321,245 Tax Allocation Bonds 40,295,000 25,760,000 24,780,000 41,275,000 1,090,000 Total $ 70,162,312 $ 27,348,049 $ 24,880,910 $ 72,629,451 $ 1,215,910 27 REDEVELOPMENT AGENCY OF THE CiTY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 ERAF Loan - 2005 In May 2005, the Agency participated in a $765,000 Loan Agreement with the California Statewide Communities Development Authority to finance their 2005 share of ERAF Payments to the County Auditor. Interest is payable semi-annually on February I and August I at interest rates ranging from 3.87% to 5.01 %. The annual debt service is: Year Ending June 30, Principal Interest Total 2008 $ 70,000 $ 31,752 $ 101,752 2009 70,000 28,704 98,704 2010 75,000 25,570 100,570 2011 80,000 22,118 102,118 2012 80,000 18,354 98,354 2013-2015 270,000 30,762 300,762 Total $ 645,000 $ 157,260 $ 802,260 ERAF Loan - 2006 In May 2006, the Agency participated in a $930,000 Loan Agreement with the California Statewide Communities Development Authority to finance their 2006 share of ERAF Payments to the County Auditor. Interest is payable semi-annually on February I and August I at interest rates ranging from 5.28% to 5.67%. The annual debt service is: Year Ending June 30, Principal Interest Total 2008 $ 80,000 $ 49,256 $ 129,256 2009 80,000 44,972 124,972 2010 85,000 40,632 125,632 2011 90,000 35,996 125,996 2012 95,000 31,052 126,052 2013-2016 440,000 68,046 508,046 Total $ 870,000 $ 269,954 $ 1,139,954 28 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 Advances from the City ofChula Vista As of June 30, 2007, the City has advanced the Agency $30,321,245 to help fund capital projects and debt service payments. There are no set repayment terms in relation to these advances. Interest is calculated based on the LAlF average annual yield at the time the advance is made. 2000 Tax Allocation Bonds In October 2000, the Agency issued $17,000,000 2000 Tax Allocation Bonds, to provide funds to fund a reserve account, to pay expenses of the Agency in connection with the issuance of the bonds and to finance or refInance certain redevelopment activities. The proceeds of the bonds were used to fund the acquisition and construction of certain capital improvements which are located in the Agency's Town Centre I Project Area. The bonds consist of $9,535,000 serial bonds which mature from 2001 to 2030 in amounts ranging from $100,000 to $715,000 and term bonds of $1,440,000 and $6,025,000 which mature in 2022 and 2029, respectively. Interest is payable semi-annually on March I and September I at interest rates ranging from 4.30% to 5.375%. The bonds are subject to optional redemption on any interest payment date on or after September I, 2004, at various redemption prices. The balance outstanding at June 30, 2007 was $15,515,000. The annual debt service requirements for the 2000 Tax Allocation Bonds outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 405,000 $ 787,605 $ 1,192,605 2009 425,000 769,760 1,194,760 2010 440,000 750,943 1,190,943 2011 460,000 730,913 1,190,913 2012 480,000 709,523 1,189,523 2013-2017 2,655,000 3,175,681 5,830,681 2018-2022 3,170,000 2,443,198 5,613,198 2023-2027 4,115,000 1,4 79 ,864 5,594,864 2028-2031 3,365,000 333,116 3,698,116 Total $ 15,515,000 $ 11 ,180,603 $ 26,695,603 29 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 2006 Senior Tax Allocation Refunding Bonds. Series A In July 2006, the Agency issued $13,435,000 2006 Senior Tax Allocation Refunding Bonds, Series A to refInance the Agency's outstanding BayfrontIT own Centre Redevelopment Project 1994 Senior Tax Allocation Refunding Bonds, Series A, and to satisfy the reserve requirement for the Bonds and provide for the costs of issuing the Bonds. The original bond proceeds were used in the acquisition of property, demolition, relocation, public improvements and funding the Low and Moderate Income Housing Project. The bond consist of serial bonds which mature in 2028. Interest is payable semiannually on March I and September I at interest rates ranging from 4.00% to 4.60%. The bonds are subject to optional redemption on any interest payment date on or after September I, 2012, at various redemption prices. The bonds are payable solely from certain tax increment revenues of the Agency and other funds held under the indenture. The 1994 Sewer Tax Allocation Refunding Bonds, Series A were paid in full by 2006 debt issuance. The economic gain of issuance of new debt was approximately $2.3 million. The balance outstanding at June 30, 2007 was $13,435,000. The annual debt service requirements for the 2006 Tax Allocation Bonds outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 395,000 $ 574,433 $ 969,433 2009 460,000 556,345 1,016,345 2010 480,000 537,545 1,017 ,545 2011 500,000 517,945 1,017 ,945 2012 520,000 497,545 1,017 ,545 2013-2017 2,950,000 2,120,993 5,070,993 2018-2022 3,620,000 1,430,011 5,050,011 2023-2027 3,995,000 547,265 4,542,265 2028 515,000 11,845 526,845 Total $ 13,435,000 $ 6,793,927 $ 20,228,927 2006 Subordinate Tax Allocation Refunding Bonds. Series B In July 2006, the Agency issued $12,500,000 2006 Subordinate Tax Allocation Refunding Bonds, Series B to refInance the Agency's outstanding Bayfront/Town Centre Redevelopment Project 1994 Senior Tax Allocation Refunding Bonds, Series C and D, and to satisfy the reserve requirement for the Bonds and provide for the costs of issuing the Bonds. The original bond proceeds were used in the acquisition of property, 30 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Notes to Financial Statements (Continued) June 30, 2007 demolition, relocation, public improvements and funding the Low and Moderate Income Housing Project. The bonds consist of $7,995,000 serial bonds which mature from 2007 to 2021 in amounts ranging from $290,000 to $735,000 and term bonds of $4,330,000 which mature in 2028. Interest is payable semiannually on April 1 and October 1 at interest rates ranging from 4.00% to 6.00%. The bonds are subject to optional redemption on any interest payment date on or after October 1, 2012, at various redemption prices. The bonds are payable solely from certain tax increment revenues of the Agency and other funds held under the indenture. The 1994 Subordinate Tax Allocation Refunding Bonds, Series C and the Senior Tax Allocation Refunding Bonds, Series D were paid in full by 2006 debt issuance. The economic gain of issuance of new debt was approximately $2.4 million. The balance outstanding at June 30,2007 was $12,325,000. The annual debt service requirements for the 2006 Subordinate Tax Allocation Refunding Bonds, Series B outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 290,000 $ 603,065 $ 893,065 2009 4]0,000 586,]65 996,] 65 20]0 425,000 569,]99 994,]99 20]] 440,000 55],084 99],084 20]2 460,000 53],384 99] ,384 2013-20] 7 2,630,000 2,311,806 4,94],806 2018-2022 3,340,000 1,578,622 4,918,622 2023-2027 3,830,000 607,163 4,437,163 2028 500,000 13,125 513,125 Total $ 12,325,000 $ 7,351,613 $ 19,676,613 F. Commitments and Contingencies The General Fund of the City has loaned approximately $578,149 to the Agency for unreirnbursed services rendered by City staff. It is anticipated that the Agency will repay this loan from tax increment revenues. Currently, tax increment revenues are used to pay for related debt service expenditures and possible future debt issuance. As a result, the Agency is uncertain if the amount will be repaid to the City's General Fund. Accordingly, this contingent payable has not been reported in accompanying basic [mancial statements. The Agency will record the contingent payable when payment is assured. 3] This page has been left blank intentionally_ 32 REQUIRED SUPPLEMENTARY INFORMATION 33 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Low and Moderate Income Housing Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Original Final Positive Budget Budget Actual (Negative) Revenues: Taxes $ 1,876,420 $ 1,876,420 $ 2,294,709 $ 418,289 Use of money and property 94,642 94,642 363,981 269,339 Other 7,262 7,262 Total Revenues 1,971,062 1,971,062 2,665,952 694,890 Expenditures: Current: General government 1,212,305 1,450,760 568,480 882,280 Excess (Deficiency) of Revenues Over (Under) Expenditures 758,757 520,302 2,097,472 1,577,170 Other Financing Sources (Uses): Transfers to the City of Chula Vista (3,022) (3,022) (2,922) 100 Net Change in Fund Balance 755,735 517,280 2,094,550 1,577,270 Fund Balance, Beginning of Year 14,034,241 14,034,241 14,034,241 Fund Balance, End of Year (budgetary basis) $ 14,789,976 $ 14,551,521 16,128,791 $ 1,577,270 Encumbrances outstanding at year end 75,603 Fund Balance, End of Year (GAAP basis) $ 16,204,394 See Accompanying Note to Required Supplementary Information. 34 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA RDA Housing Program Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Original/ Variance Final Positive Budget Actual (Negative) Revenues: Use of money and property $ 16,789 $ 23,425 6,636 Other 75 75 Total Revenues 16,789 23,500 6,711 Expenditures: Current: General government 425,719 134,902 290,817 Excess (Deficiency) of Revenues Over (Under) Expenditures (408,930) (1l1,402) 297,528 Other Financing Sources (Uses): Transfers from the City ofChula Vista 2,500 1,124 (1,376) Transfers to the City of Chula Vista (296,157) (296,157) Total other Financing Sources (uses) 2,500 (295,033) (297,533) Net Change in Fund Balance (406,430) (406,435) (5) Fund Balance, Beginning of Year 6,022,636 6,022,636 Fund Balance, End of Year $ 5,616,206 $ 5,616,201 $ (5) See Accompanying Note to Required Supplementary Information. 35 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Chula Vista Housing Authority Special Revenue Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Original! Variance Final Positive Budget Actual (Negative) Revenues: Use of money and property $ 2,602 $ 4,211 $ 1,609 Other 59,442 58,897 (545) Total Revenues 62,044 63,108 1,064 Expenditures: General government 37,044 37,044 Net Change in Fund Balance 25,000 26,064 1,064 Fund Balance, Beginning of Year 58,925 58,925 Fund Balance, End of Year $ 83,925 $ 84,989 $ 1,064 See Accompanying Note to Required Supplementary Information. 36 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA Note to Required Supplementary Information For the Year Ended June 30, 2007 1. BUDGETS AND BUDGETARY ACCOUNTING An annual budget is adopted by the Board of Directors prior to the frrst day of the fiscal year. The budget process includes submittal of each department's budget request for the next fiscal year, a detailed review of each department's proposed budget by the Executive Director, and a fmal Executive Director recommended budget that is transmitted to the Board of Directors for its review before the required date of adoption. Once transmitted to the Board of Directors, the proposed budget is made available for public inspection. A public hearing is held to give the public the opportunity to comment upon the proposed budget. Notice of such public hearing is given in a newspaper of general circulation. The adoption of the budget is accomplished by the approval of a Budget Resolution. The level of budgetary control, that is, the level at which expenditures are not to exceed Council approved appropriations, is established by department at the category level. Any budget modification, which would result in an appropriation increase, requires Board of Directors approval. The Executive Director and Finance Director are jointly authorized to transfer appropriations within a departmental budget. Any appropriation transfers between departments require Board of Directors approval. Reported budget figures are as originally adopted or subsequently amended plus prior year continuing appropriations. AIl appropriations which are not obligated, encumbered or expended at the end of the fiscal year lapse become a part of the unreserved fund balance which may be appropriated for the next fiscal year. An annual budget for the year ended June 30, 2007 was adopted and approved by the Board of Directors for the special revenue and debt service funds. These budgets are prepared on the modified accrual basis of accounting except that encumbrances outstanding at year-end are considered as expenditures. The budgets of the capital projects funds are primarily long-term budgets, which emphasize major programs and capital outlay plans extending over a number of years. Because of the long-term nature of these projects, annual budget comparisons are not considered meaningful, and, accordingly, no budgetary information for capital projects funds is presented. 37 This page has been left blank intentionally. 38 SUPPLEMENTARY INFORMATION 39 REDEVELOPMENT AGENCY OF THE CITY OF CHULA VISTA BayfrontlTown Centre I Debt Service Flmd Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Taxes $ 2,518,643 $ 1,009,524 $ (1,509,119) Use of money and property 320,589 360,640 40,051 Other 255,300 256,417 1,117 Total Revenues 3,094,532 1,626,581 (1,467,951) Expenditures: Current General government 14,250 258,754 (244,504) Debt service: Principal 25,065,751 24,460,750 605,00 I Interest and fiscal charges 4,147,708 2,265,377 1,882,331 Bond issuance cost 243,523 514,994 (271,471 ) Total Expenditures 29,471,232 27,499,875 1,971,357 Excess (Deficiency) of Revenues Over (Under) Expenditures (26,376,700) (25,873,294) 503,406 Other Financing Sources (Uses): Issuance of debt 24,982,645 25,760,000 777,355 Bond discount (505,884) (505,884) Advances from the City of Chula Vista 196,979 196,979 Transfers in 15,589,579 15,635,139 45,560 Transfers out (15,589,578) (15,635,213) (45,635) Total Other Financing Sources (Uses) 24,982,646 25,451,021 468,375 Net Change in Fund Balance (1,394,054) (422,273) 971,781 Fund Balance, Beginning of Year 3,940,522 3,940,522 Fund Balance, End of Year $ 2,546,468 $ 3,518,249 $ 971,781 40 REDEVELOPMENT AGENCY OF THE CIT'{ OF CHULA VISTA Town Centre II Otay Valley Southwest Merged Projects Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Taxes $ 1,221,371 $ 1,317,578 $ 96,207 Use of money and property 74,000 25,797 (48,203) Other 1,091 1,091 Total Revenues 1,295,371 1,344,466 49,095 Expenditures: Current: General government 4,000 2,600 1,400 Debt service: Principal 444,251 444,250 1 Interest and fiscal charges 2,178,737 2,051,908 126,829 Total Expenditures 2,626,988 2,498,758 128,230 Excess (Deficiency) of Revenues Over (Under) Expenditures (1,331,617) (1,154,292) 177,325 Other Financing Sources (Uses): Advances from the City of Chula Vista 1,896,954 1,896,954 Transfers to the City of Chula Vista (1,058,958) (1,025,903) 33,055 Transfers in 4,522,983 1,738,037 (2,784,946) T olal Other Financing Sources (Uses) 3,464,025 2,609,088 (854,937) Net Change in Fund Balance 2,132,408 1,454,796 (677,612) Fund Balance (Deficit), Beginning of Year (4,378,352) (4,378,352) Fund Balance (Deficit), End of Year $ (2,245,944) $ (2,923,556) $ (677,612) 41 This page has been left blank intentionally. 42 1 fl' Ol'eland & J':'tJ(j()cia4J} /Jnl" 1'; CERTIFIED PUBLIC: I\CCOllf'.lT,I>.I-,ITS 1201 DCVE STRE8 SUITE 680 NEV\IPORT BEACH, CALIFORNIA 92660 570 RANC'HEROS DRIVE SUITE 260 SAN MARCOS, CA 92069 ffiEPHONE (949) 221-0025 December 18, 2007 The Board of Directors of the Redevelopment Agency of the City ofChula Vista Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance (Including the Provisions Contained in the Guidelines for Compliance Audits of Redevelopment Al?:encies) and Other Matters Based on an Audit of Financial Statements Performed in Accordance with Government Auditing Standards We have audited the financial statements of the governmental activities and each major fund, of the Redevelopment Agency of the City ofChula Vista (Agency), a component unit of the City of Chula Vista (City), California as of and for the year ended June 30, 2007, which collectively comprise the Agency's basic financial statements, as listed in the table of contents, and have issued our report thereon dated December 18, 2007. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditinl?: Standards, issued by the Comptroller General of the United States. Internal Control Over Financial Reporting In planning and performing our audit, we considered the Agency's internal control over financial reporting as a basis for designing our auditing procedures for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Agency's internal control over financial reporting. Accordingly, we do not express an opinion on the effectiveness of the Agency's internal control over financial reporting. A control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a control deficiency, or a combination of control deficiencies, that adversely affects the Agency's ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles such that there is more than a remote likelihood that a misstatement of the Agency's financial statements that is more than inconsequential will not be prevented or detected by the Agency's internal control. 43 A materia] weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood that a materia] misstatement of the [mancia] statements will not be prevented or detected by the Agency's internal control. Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and would not necessarily identify aI] deficiencies in internal control that might be significant deficiencies or materia] weaknesses. We did not identify any deficiencies in internal control over [mancia] reporting that we consider to be materia] weaknesses, as defined above. However, we noted other control deficiencies that we have reported to management of the City of Chu]a Vista in a separate letter dated December ]8, 2007 relating to both the City and the Agency. Compliance and Other Matters As part of obtaining reasonable assurance about whether the basic [mancia] statements of the Agency are free of materia] misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. Such provisions include those provisions of laws and regulations identified in the Guide]ines for Compliance Audits of California Redeve]opment Agencies issued by the State Controller's Office, Division of Accounting and Reporting. However, providing an opinion on compliance with those provisions was not an objective of our audit and, accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. This report is intended for the information of the Board of Directors, management and others within the Redeve]opment Agency of the City of Chu]a Vista and the State Controller's Office, Division of Accounting and Reporting and is not intended to be and should not be used by anyone other than these specified Parties... ... ... ~~. ........ ".. . ~A_~h_/. F;J ~.<:'-7d&:~c. ~~{~ .... -, ./ 44 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Financial Statements and Independent Auditors' Report For the Year Ended June 30, 2007 I'fT7/1CI//Y!fNT L/ CITY OF CHULA VISTA PUBLIC FINANCING AUTHORlTY Financial Statements For the Year Ended June 30, 2007 TABLE OF CONTENTS Page Independent Auditors' Report 1 Management's Discussion and Analysis (Unaudited) 3 Basic Financial Statements: Statement of Net Assets 6 Statement of Activities 7 Balance Sheet - Governmental FUnds 8 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Assets 10 Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds 12 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 14 Notes to Financial Statements 15 Supplementary Information: 2000 Certificate of Participation Debt Service Fund - Budgetary Comparison Schedule 2002 Certificate of Participation Debt Service Fund - Budgetary Comparison Schedule 2003 Refunding Certificate of Participation Debt Service Fund - Budgetary Comparison Schedule 2004 Certificate of Participation Debt Service Fund - Budgetary Comparison Schedule 2006 Certificate of Participation Debt Service Fund - Budgetary Comparison Schedule 26 27 28 29 30 Moreland & ~J #1W. CERTIFIED PUBLIC ACCOUNTANTS 1201 DOVE SffiEET, SUITE 680 NEWPORT BEACH, CALIFORNIA 92660 570 RANCHEROS DRIVE, SUITE 260 SAN MARCOS, CA 92069 December 18, 2007 TELEPHONE (949) 221-0025 The Board of Directors of the City of Chula Vista Public Financing Authority Independent Auditors' Report We have audited the accompanying financial statements of the governmental activities and each major fund of the City ofChula Vista Public Financing Authority (Authority), a component unit of the City ofChula Vista, California as of and for the year ended June 30, 2007, which collectively comprise the Authority's basic fmancial statements as listed in the table of contents. These financial statements are the responsibility of the Authority's management. Our responsibility is to express opinions on these fmancial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to fmancial audits contained in Government Auditing Standards issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the fmancial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall fmancial statement presentation. We believe that our audit provides a reasonable basis for our opinions. In our opinion, the financial statements referred to above present fairly, in all material respects, the respective fmancial position of the governmental activities and each major fund of the Authority as of June 30, 2007, and the respective changes in fmancial position thereof for the year then ended in conformity with accounting principles generally accepted in the United States of America. In accordance with Governmental Auditing Standards. we have also issued our report dated December 18, 2007 on our consideration of Authority's internal control over fmancial reporting and our test of its compliance with certain provisions of laws, regulations, contracts, grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on the internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Governmental Auditing Standards and should be considered in assessing the results of our audit. The management's discussion and analysis is not a required part of the basic fmancial statements, but is supplementary information required by the Governmental Accounting Standards Board. We have applied certain limited procedures, which consisted principally of inquiries of management regarding the methods of measurement and presentation of the required supplementary information. However, we did not audit the information and express no opinion on it. Our audit was performed for the purpose of forming opinions on the financial statements that collectively comprise the Authority's basic fmancial statements. The accompanying major fund budgetary comparison schedules are presented for purposes of additional analysis and are not a required part of the basic financial statements. The major fund budgetary comparison schedules have been subjected to the auditing procedures applied in the audit of the basic fmancial statements and, in our opinion, are fairly stated, in all material respects in relation to the basic financial state~~ ~~ ~C. t:::::" This page has been left blank intentionally. 2 CITY OF CHULA VISTA - PUBLIC FINANCING AUTHORITY MANAGEMENT'S DISCUSSION AND ANALYSIS FOR THE FISCAL YEAR ENDED JUNE 30, 2007 The discussion and analysis of the Public Financing Authority's (Authority) fmancial performance provides an overall review of the Authority's financial activities for the fiscal year ended June 30, 2007. The intent of this discussion and analysis is to look at the Authority's fmancial performance as a whole. Readers should also review the basic financial statements, as well as the prior year's report ending June 30, 2006, to enhance their understanding of the Authority's fmancial performance. The Authority was established by ordinance, pursuant to the City Charter and Constitution of the State of California, as a public body, acting to facilitate serving the public purposes of the City. The ordinance was adopted on April 4, 1995. The governing body of the Authority is comprised of the consenting members of the City Council. The Authority is authorized to borrow money for the purpose of fmancing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to the City and/or to refmance outstanding obligations of the City. The fmancial section of this report has been prepared to show the results of the financial administration, fmancial condition, and operation of the Authority. The combined fmancial statements in this report have been audited by the firm of Moreland and Associates, Inc. whose opinion is included in this report. BASIS OF ACCOUNTING AND FUND GROUPINGS The basic fmancial statements are presented on an "economic resources" measurement focus and the accrual basis of accounting. Accordingly, all of the Authority's assets and liabilities, including capital assets and long term liabilities, are included in the accompanying Statement of Net Assets. The Statement of Activities presents changes in net assets. Under the accrual basis of accounting, revenues are recognized in the period in which they are earned while expenses are recognized in the period in which the liability is incurred. All governmental funds are accounted for on a spending or "current financial resources" measurement focus and the modified accrual basis of accounting. Accordingly, only current assets and current liabilities are included on the Balance Sheet. The Statement of Revenues, Expenditures and Changes in Fund Balances present increases (revenue and other fmancing sources) and decreases (expenditures and other financing uses) in net current assets. Under the modified accrual basis of accounting, revenues are recognized in the accounting period in which they become both measurable and available to fmance expenditures of the current period and expenditures are recorded in the period in which the liability was incurred. The Authority maintains funds in accordance with generally accepted accounting principles set forth by the GASB and other rule-making entities. 3 FINANCIAL DISCUSSION Under the Governmental Fund statements, the Authority reported an excess of expenditures - and other uses over revenues and other sources of $(-0.6) million, including transfers in and out. The total fund balance at June 30, 2007 was $13.0 million, of which $13.0 million is designated or reserved. Designations represent management's intended use of resources and reflect actual plans approved by the City Council. Total revenue for fiscal year 2007 was $10.1 million, of which 94% was capital lease revenue with remaining revenue composed of interest earnings. Total expenditures for fiscal year 2007 were $10.7 million. The expenditures were made up of $4.4 million for principal payments and $6.3 million for interest and fiscal charges for long-term debt and $17,680 for staff and administrative charges. For additional details refer to note III. C. in the notes to the financial statements section of this report. REQUEST FOR INFORMATION This [mancial report is designed to provide our citizens, taxpayers, creditors and investors with a general overview of the Authority's [mances and to show the City's accountability for the money it receives. Questions concerning any of the information provided in this report or requests for additional information should be addressed to the City of Chula Vista, Finance Department, 276 Fourth Avenue, Chula Vista, CA 91910. 4 This page has been left blank intentionally. 5 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Statement of Net Assets June 30, 2007 Governmental Activities Assets Cash and investments Receivables: Interest Leases Restricted cash and investments held by fiscal agents $ 1,394,046 3,808 139,845,000 11 ,640,951 Total Assets 152,883,805 Liabilities Interest payable Unearned revenue Noncurrent Liabilities: Due within one year Due in more than one year 2,344,176 139,845,000 4,800,000 135,045,000 Total Liabilities 282,034,176 Net Assets Restricted for: Debt service (129,150,371) Total Net Assets (Deficit) $ (129,150,371) See Accompanying Notes to Financial Statements. 6 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Statement of Activities For the Year Ended June 30, 2007 Program Revenues Functions/Programs Expenses Charges for Services Governmental Activities: General government Public safety Interest and fiscal charges $ 11,058 $ 9,500,218 $ 6,619 6,245,491 Total Governmental Activities $ 6,263,168 $ 9,500,218 General revenues: Investment earnings Change in Net Assets Net Assets (Deficit), Beginning of Year Net Assets (Deficit), End of Year See Accompanying Notes to Financial Statements. 7 Net (Expense) Revenue and Change in Net Assets Governmental Activities 9,489,160 (6,619) (6,245,491) 3,237,050 613,855 3,850,905 (133,001,276) $ (129,150,371) CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Balance Sheet Governmental Funds June 30, 2007 Debt Service Funds 2003 Refunding 2000 Certificate 2002 Certificate Certificate of of Participation of Participation Participation Assets Cash and investments $ 538,921 $ 552,837 $ 301,722 Receivables: Interest 3,217 Capital lease 18,970,000 57,860,000 6,225,000 Restricted cash and investments held by fiscal agents 2,206,342 4,066,452 1,132,005 Total Assets $ 21,715,263 $ 62,479,289 $ 7,661,944 Liabilities and Fund Balances Liabilities: Unearned revenues $ 18,970,000 $ 57,860,000 $ 6,225,000 Fund Balances: Reserved for: Debt service 2,745,263 4,619,289 1,436,944 Total Liabilities and Fund Balances $ 21,715,263 $ 62,479,289 $ 7,661,944 See Accompanying Notes to Financial Statements. 8 Debt Service Funds 2004 Certificate 2006 Certificate of Participation of Participation Total $ 566 $ 1,394,046 591 3,808 36,465,000 $ 20,325,000 139,845,000 2,522,423 1,713,729 11 ,640,951 $ 38,988,580 $ 22,038,729 $ 152,883,805 $ 36,465,000 $ 20,325,000 $ 139,845,000 2,523,580 1,713,729 13,038,805 $ 38,988,580 $ 22,038,729 $ 152,883,805 9 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Assets June 30, 2007 Fund balance for governmental funds: Amounts reported for governmental activities in the Statement of Net Assets are different because: Interest payable on long-term debt does not require current fmancial resources. Therefore, interest payable is not reported as a liability in Governmental Funds Balance Sheet. Long-term liabilities are not due and payable in the current period. Therefore, they were not reported in the Governmental Funds Balance Sheet. The long-term liabilities were adjusted as follows: Long-term liabilities - due within one year Long-term liabilities - due in more than one year $ (4,800,000) (135,045,000) Net Assets of Governmental Activities See Accompanying Notes to Financial Statements. 10 $ 13,038,805 (2,344,176) (139,845,000) $ (129,150,371) This page has been left blank intentionally. 11 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Statement of Revenues, Expenditures and Changes in Fund Balances Governmental Funds For the Year Ended June 30, 2007 Debt Service Funds 2003 Refunding 2000 Certificate 2002 Certificate Certificate of Participation of Participation of Participation Revenues: Capital lease revenues $ 2,051,668 $ 3,796,386 $ 1,430,588 Use of money and property 139,236 238,440 49,849 Total Revenues 2,190,904 4,034,826 1,480,437 Expenditures: Current: General government 3,750 Public safety 4,200 2,419 Debt service: Principal 1,180,000 1,160,000 1,280,000 Interest and fiscal charges 940,750 2,749,546 186,480 Total Expenditures 2,124,500 3,913,746 1,468,899 Net Change in Fund Balances 66,404 121,080 11,538 Fund Balances, Beginning of Year 2,678,859 4,498,209 1,425,406 Fund Balances, End of Year $ 2,745,263 $ 4,619,289 $ 1,436,944 See accompanying notes to financial statements. 12 Debt Service Funds 2004 Certificate 2006 Certificate of Participation of Participation Total $ 2,221,576 144,838 $ $ 9,500,218 41,492 613,855 2,366,414 41,492 10,114,073 7,308 11,058 6,619 775,000 4,395,000 1,617,655 804,728 6,299,159 2,399,963 804,728 10,711,836 (33,549) (763,236) (597,763) 2,557,129 2,476,965 13,636,568 $ 2,523,580 $ 1,713,729 $ 13,038,805 13 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities For the Year Ended June 30, 2007 Net change in fund balances - total governmental funds: $ (597,763) Amounts reported for governmental activities in the Statement of Activities are different because: Repayment of principal is an expenditure in Governmental Funds, but the repayment reduces long-term liabilities in the Government-wide Statement of Net Assets. 4,395,000 Interest expense and bond amortization costs on long-term debt are reported in the Government-wide Statement of Activities, but they do not require the use of current fInancial resources. Therefore, interest expense and bond amortization costs are not reported as expenditures in governmental funds. The following amount represents the change in accrued interest and bond amortization costs from prior year. 53,668 Change in Net Assets of Governmental Activities $ 3,850,905 See accompanying notes to fmancial statements. 14 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORlTY Notes to Financial Statements June 30, 2007 I. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following is a summary of the significant accounting policies of the City of Chula Vista Public Financing Authority (Authority): A. Reporting Entity The Authority was established by ordinance, pursuant to the City Charter and Constitution of the State of California, as a public body, acting to facilitate serving the public purposes of the City of Chula Vista (City). The ordinance was adopted on April 4, 1995. The governing body of the Authority is comprised of the members of City Council. The Authority is authorized to borrow money for the purpose of financing the acquisition of bonds, notes and other obligations of, or for the purpose of making loans to the City and/or to refmance outstanding obligations of the City. The Authority is an integral part of the reporting entity of the City ofChula Vista. The basic fmancial statements of the Authority have been included within the basic fmancial statements of the City because the City Council of the City of Chula Vista is the governing board over the operations of the Authority. B. Government-wide Financial Statements The government-wide fmancial statements (i.e., the statement of net assets and the statement of activities) report information on all of the activities of the Authority. For the most part, the effect of the interfund activity has been removed from these statements. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include charges for services and grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. Separate financial statements are provided for governmental funds. Major individual governmental funds are reported as separate colunms in the fund fmancial statements. C. Measurement Focus, Basis of Accounting, and Financial Statement Presentation 1. Basis of Accounting The government-wide fmancial statements are reported using the economic resources measurement focus and the accrual basis of accounting wherein revenues are recorded when they are both earned and realized, regardless of the timing of the related cash flows. 15 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Notes to Financial Statements (Continued) June 30, 2007 Governmental fund statements are reported using the modified accrual basis of accounting wherein revenues are recognized as soon as they are both measurable and available as a resource to fmance operations of the current year. Expenditures are recorded when incurred except that interest on long- term debt is recorded as an expenditure on its due date. The financial statements have been prepared in accordance with generally accepted accounting principles and necessarily include amounts based on estimates and assumptions by management. Actual results could differ from those amounts. 2. Description of funds The Authority reports the following major governmental funds: 2000 Certificate of Participation Debt Service Fund is used to account for the payment of interest on principal on long-term debt, and the accumulation of resources thereof associated with the 2000 Certificates of Participation. 2002 Certificate of Participation Debt Service Fund is used to account for the payment of interest on principal and long-term debt, and the accumulation of resources thereof associated with the 2002 Certificates of Participation. 2003 Refunding Certificate of Participation Debt Service Fund is used to account for the payment of interest on principal and long-term debt, and the accumulation of resources thereof associated with the 2003 Refunding Certificates of Participation. 2004 Certificate of Participation Debt Service Fund is used to account for the payment of interest and principal on long-term debt, and the accumulation of resources thereof associated with the 2004 Certificates of Participation. 2006 Certificate of Participation Debt Service Fund is used to account for the payment of interest and principal on long-term debt, and the accumulation of resources thereof associated with the 2006 Certificates of Participation. II. STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY A. Budgetary Accounting An armual budget is adopted by the Board of Directors prior to the first day of the fiscal year. The budget process includes submittal of each department's budget request for the next fiscal year, a detailed review of each department's proposed budget by the 16 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Notes to Financial Statements (Continued) June 30, 2007 Executive Director, and a fmal Executive Director recommended budget that is transmitted to the Board of Directors for its review before the required date of adoption. Once transmitted to the Board of Directors, the proposed budget is made available for public inspection. A public hearing is held to give the public the opportunity to comment upon the proposed budget. Notice of such public hearing is given in a newspaper of general circulation. The adoption of the budget is accomplished by the approval of a Budget Resolution. The legal level of budgetary control is at the department level. Any budget modification, which would result in an appropriation increase, requires Board of Directors' approval. Reported budget figures are as originally adopted or subsequently amended plus prior year continuing appropriations. Such budget amendments during the year, including those related to supplemental appropriations, did not cause these reported budgets amounts to be significantly different than the originally adopted budget amounts. All appropriations which are not obligated, encumbered or expended at the end of the fiscal year become a part of the unreserved fund balance which may be appropriated for the next fiscal year. An annual budget for the year ended June 30, 2007 was adopted and approved by the Board of Directors for the debt service funds. These budgets are prepared on the modified accrual basis of accounting except that encumbrances outstanding at year-end are considered as expenditures. Expenditures in Excess of Appropriations The 2004 Certificate of Participation expenditures exceeded appropriations because expenditures related to trustee charges were only estimated based on other Certificate of Participation trustee fees. III. DETAILED NOTES ON ALL FUNDS A. Cash and Investments Cash and investments at June 30, 2007 consisted of the following: Cash and investments pooled with the City Cash and investments with fiscal agents $ 1,394,046 11 ,640,951 Total Cash and Investments $ 13,034,997 The Authority has pooled its cash and investments with the City in order to achieve a higher return on investment. Certain restricted funds, which are held and invested by independent outside custodians through contractual agreements, are not pooled. These restricted funds include cash with fiscal agents. 17 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Notes to Financial Statements (Continued) June 30, 2007 The investments made by the Authority are limited to those allowable under State statutes and include the following types of investments: . U.S. Government Securities . Bankers' Acceptances . Commercial Paper . Medium-Term Notes . Repurchase Agreements . Deposits with Banks . State of California Local Agency Investment Fund See the City's Comprehensive Annual Financial Report for disclosures related to cash and investments and the related custodial risk categorization. B. Leases Receivable and Unearned Revenue The Authority has recorded leases receivable in the amount of $139,845,000 pursuant to the lease agreement between the Authority and the City in relation to the bonded indebtedness. The lease receivable along with investments held by fiscal agents secures the repayment of the different debt issues. The lease revenue is equal to the Authority's debt service requirements and is used for that purpose. C. LONG-TERM OBLIGATIONS A summary of the Authority's long-term debt transactions for the. year ended June 30, 2007, is presented below. Amounts Balance Balance Due Within Description July 1, 2006 Additions Retirements June 30, 2007 One Year 2000 COP, Series A $ 20,150,000 $ (1,180,000) $ 18,970,000 $ 1,235,000 2002 COP 59,020,000 (1,160,000) 57,860,000 1,200,000 2003 Refunding COP 7,505,000 (1,280,000) 6,225,000 1,140,000 2004 Civic Center COP 37,240,000 (775,000) 36,465,000 790,000 2006 Civic Center 2 COP 20,325,000 20,325,000 435,000 Total $ 144,240,000 $ $ (4,395,000) $ 139,845,000 $ 4,800,000 18 CITY OF ClIULA VISTA PUBLIC FINANCING AUTHORITY Notes to Financial Statements (Continued) June 30, 2007 2000 Certificates of Participation, Series A In October 2000, the Authority issued $25,255,000 2000 Certificates of Participation, Series A to improve the City's 800 Megahertz emergency communications system, improve the City's Corporation Yard, fmance a reserve account for the certificates, and pay the costs of issuance incurred in connection with the execution and delivery of the certificates. The certificates mature in amounts ranging from 4.25% to 5.25%. The certificates maturing after September 1, 2010, are subject to redemption at premiums ranging from zero to 2%. The outstanding balance at June 30, 2007 is $18,970,000. The armual debt service requirements for the 2000 Certificates of Participation outstanding at June 30, 2007 were as follows: June 30, Principal Interest Total 2008 $ 1,235,000 $ 887,922 $ 2,122,922 2009 1,025,000 838,484 1,863,484 2010 1,070,000 792,523 1,862,523 2011 1,120,000 744,343 1,864,343 2012 1,165,000 693,490 1,858,490 2013-2017 6,700,000 2,574,262 9,274,262 2018-2021 6,655,000 716,502 7,371,502 Total $ 18,970,000 $ 7,247,526 $ 26,217,526 19 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Notes to Financial Statements (Continued) June 30, 2007 2002 Certificates of Participation In June 2002, the Authority issued its 2002 Certificates of Participation to provide funds to construct the City's Police Headquarters, finance the reserve account of the certificates, to capitalize interest during construction, and to pay the cost of issuance of the certificates. The source of repayment of the Certificates is the lease payments to be made by the City to the Authority. Interest is payable semiannually on February 1 and August 1 at interest rates ranging from 3.0% to 5.0% commencing February I, 2003. The Certificates mature in 2032 and principal is payable on August I each year commencing August 1, 2005. As of June 30, 2007 the outstanding balance is $57,860,000. The annual debt service requirements for the 2002 Certificates of Participation outstanding at June 30, 2007 w~re as follows: Year Ending June 30, Principal Interest Total 2008 $ 1,200,000 $ 2,714,146 $ 3,914,146 2009 1,240,000 2,671,346 3,911,346 2010 1,290,000 2,620,746 3,910,746 2011 1,340,000 2,568,146 3,908,146 2012 1,400,000 2,513,346 3,913,346 2013-2017 7,960,000 11,634,127 19,594,127 2018-2022 10,020,000 9,616,840 19,636,840 2023-2027 12,890,000 6,807,250 19,697,250 2028-2032 16,650,000 3,133,750 19,783,750 2033 3,870,000 96,750 3,966,750 Total $ 57,860,000 $ 44,376,447 $ 102,236,447 20 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Notes to Financial Statements (Continued) June 30, 2007 2003 Refunding Certificates of Participation In May 2003, the Authority issued its 2003 Refunding Certificates of Participation to decrease the 1993 Certificates, reimburse the City for amounts it has advanced to prepay the equipment lease, fmance a reserve account and pay for the cost of issuance of the Certificates. The Certificates are to be repaid from lease payments made by the City to the Authority for leasing certain property. Interest is payable semiannually on March 1 and September 1 at interest rates ranging from 3.0% to 3.5% commencing September 1, 2003. The Certificates mature in 2013 and principal is payable on September 1 each year commencing September 1, 2003. As of June 30, 2007 the outstanding balance is $6,225,000. The annual debt service requirements for the 2003 Refunding Certificates of Participation outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 1,140,000 $ 154,455 $ 1,294,455 2009 940,000 131,525 1,071,525 2010 940,000 109,905 1,049,905 2011 965,000 84,880 1,049,880 2012 990,000 56,273 1,046,273 2013-2014 1,250,000 28,288 1,278,288 Total $ 6,225,000 $ 565,326 $ 6,790,326 21 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Notes to Financial Statements (Continued) June 30, 2007 2004 Civic Center Project Phase I COP In September 2004, the Authority issued its 2004 Certificates of Participation to provide funding for the first phase of the reconstruction, renovation, and equipping of the City's Civic Center Complex, to finance the reserve account of the certificates, to capitalize interest during construction, and to pay the cost of issuance of the certificates. The source of repayment of the Certificates is the lease payments to be made by the City to the Authority. Interest is payable semiannually on March 1 and September 1 at interest rates ranging from 2.0% to 4.5% commencing March 1, 2006. The Certificates mature in 2034 and principal is payable on September 1 each year commencing September 1,2006. As of June 30, 2007 the outstanding balance is $36,465,000. The annual debt service requirements for the 2004 Certificates of Participation Civic Center Project Phase I outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal 2008 2009 2010 2011 2012 2013-2017 2018-2022 2023-2027 2028-2032 2033-2035 Total $ 790,000 $ 810,000 830,000 855,000 885,000 4,940,000 6,025,000 7,470,000 9,410,000 4,450,000 36,465,000 $ $ 22 Interest 1,602,155 $ 1,583,393 1,561,118 1,536,218 1,507,361 7,022,931 5,943,970 4,493,388 2,555,275 336,500 28,142,309 $ Total 2,392,155 2,393,393 2,391,118 2,391,218 2,392,361 11 ,962,931 11,968,970 11,963,388 11,965,275 4,786,500 64,607,309 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY Notes to Financial Statements (Continued) June 30, 2007 2006 Civic Center Project Phase 2 COP In March 2006, the Authority issued its 2006 Certificates of Participation to provide funds for the construction and equipping of certain improvements to the Civic Center Complex of the City of Chu1a Vista and other existing City facilities, fund capitalized interest, fund a reserve fund, and pay the costs incurred in connection with the execution and delivery of the certificates. The source of repayment ofthe Certificates is the lease payments to be made by the City to the Authority. Interest is payable semiannually on March 1 and September 1 at interest rates ranging from 3.40% to 4.375% commencing September 1,2006. The Certificates mature in 2036 and principal is payable on March 1 each year commencing March 1, 2008. As of June 30, 2007 the outstanding balance is $20,325,000. The annual debt service requirements for the 2006 Certificates of Participation Civic Center Project Phase 2 outstanding at June 30, 2007 were as follows: Year Ending June 30, Principal Interest Total 2008 $ 435,000 $ 837,289 $ 1,272,289 2009 450,000 822,499 1,272,499 2010 465,000 807,199 1,272,199 2011 480,000 791,389 1,271,389 2012 495,000 775,069 1,270,069 2013-2017 2,750,000 3,600,479 6,350,479 2018-2022 3,315,000 3,034,506 6,349,506 2023-2027 3,895,000 2,289,984 6,184,984 2028-2032 4,075,000 1,447,813 5,522,813 2033-2036 3,965,000 456,075 4,421,075 Total $ 20,325,000 $ 14,862,302 $ 35,187,302 23 TIlls page has been left blank intentionally. 24 SUPPLEMENTARY INFORMA nON 25 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORlTY 2000 Certificate of Participation Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Capital lease revenues $ 2,120,750 $ 2,051,668 $ (69,082) Use of money and property 139,236 139,236 Total Revenues 2,120,750 2,190,904 70,154 Expenditures: Current: General government 5,500 3,750 1,750 Debt service: Principal 1,180,000 1,180,000 Interest and fiscal charges 940,750 940,750 Total Expenditures 2,126,250 2,124,500 1,750 Net Change in Fund Balance (5,500) 66,404 71,904 Fund Balance, Beginning of Year 2,678,859 2,678,859 Fund Balance, End of Year $ 2,673,359 $ 2,745,263 $ 71,904 26 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY 2002 Certificate of Participation Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Capital lease revenues $ 3,909,546 $ 3,796,386 $ (113,160) Use of money and property 238,440 238,440 Total Revenues 3,909,546 4,034,826 125,280 Expenditures: Current: Public safety 5,500 4,200 1,300 Debt service: Principal 1,160,000 1,160,000 Interest and fiscal charges 2,749,546 2,749,546 Total Expenditures 3,915,046 3,913,746 1,300 Net Change in Fund Balance (5,500) 121,080 126,580 Fund Balance, Beginning of Year 4,498,209 4,498,209 Fund Balance, End of Year $ 4,492,709 $ 4,619,289 $ 126,580 27 CITY OF CIlliLA VISTA PUBLIC FINANCING AUTHORlTY 2003 Refunding Certificate of Participation Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Capital lease revenues $ 1,466,480 $ 1,430,588 $ (35,892) Use of money and property 49,849 49,849 Total Revenues 1,466,480 1,480,437 13,957 Expenditures: Current: Public safety 5,300 2,419 2,881 Debt service: Principal 1,280,000 1,280,000 Interest and fiscal charges 186,480 186,480 Total Expenditures 1,471,780 1,468,899 2,881 Net Change in Fund Balance (5,300) 11,538 16,838 Fund Balance, Beginning of Year 1,425,406 1,425,406 Fund Balance, End of Year $ 1,420,106 $ 1,436,944 $ 16,838 28 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY 2004 Certificate of Participation Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (N egati ve ) Revenues: Capital lease revenues $ 2,392,655 $ 2,221,576 $ (171,079) Use of money and property 144,838 144,838 Total Revenues 2,392,655 2,366,414 (26,241 ) Expenditures: Current: General government 7,000 7,308 (308) Debt service: Principal 775,000 775,000 Interest and fiscal charges 1,617,655 1,617,655 Total Expenditures 2,399,655 2,399,963 (308) Net Change in Fund Balance (7,000) (33,549) (26,549) Fund Balance, Beginning of Year 2,557,129 2,557,129 Fund Balance, End of Year $ 2,550,129 $ 2,523,580 $ (26,549) 29 CITY OF CHULA VISTA PUBLIC FINANCING AUTHORITY 2006 Certificate of Participation Debt Service Fund Budgetary Comparison Schedule For the Year Ended June 30, 2007 Variance Final Positive Budget Actual (Negative) Revenues: Use of money and property $ 41,492 $ 41,492 Expenditures: Debt service: Interest and fiscal charges $ 804,728 804,728 Net Change in Fund Balance (804,728) (763,236) 41,492 Fund Balance, Beginning of Year 2,476,965 2,476,965 Fund Balance, End of Year $ 1,672,237 $ 1,713,729 $ 41,492 30