Riverside County, California Dated: December 8, 2004 Base CUSIP + :

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1 NORCO REDEVELOPMENT AGENCY NORCO REDEVELOPMENT PROJECT AREA NO. ONE $11,250,000 TAX ALLOCATION REFUNDING BONDS (SCHOOL DISTRICT PASS-THROUGH) ISSUE OF 2004 Riverside County, California Dated: December 8, 2004 Base CUSIP + : /12 ANNUAL CONTINUING DISCLOSURE INFORMATION STATEMENT As of January 28, 2013 Also available at: + Copyright, American Banker's Association. CUSIP data is provided by Standard and Poor's, CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc. This data is not intended to create a database and does not serve in any way as a substitute for the CUSIP service. The issuer takes no responsibility for the accuracy of such number.

2 LIST OF PARTICIPANTS SUCCESSOR AGENCY TO THE NORCO REDEVELOPMENT AGENCY Andy Okoro, CPA Deputy City Manager/Director of Finance 2870 Clark Avenue Norco, California (951) DISCLOSURE CONSULTANT & DISSEMINATION AGENT Willdan Financial Services* Temecula, California (951) UNDERWRITER Wedbush Morgan Securities San Diego, California BOND COUNSEL Harper & Burns, LLP Orange, California TRUSTEE Linda Verstuyft U.S. Bank Corporate Trust Services 633 West Fifth Street, 24 th Floor Los Angeles, California (213) * In its role as Disclosure Consultant and Dissemination Agent, Willdan Financial Services has not passed upon the accuracy, completeness or fairness of the statements contained herein.

3 TABLE OF CONTENTS I. INTRODUCTION... 1 II. BOND INFORMATION... 2 A. PRINCIPAL OUTSTANDING... 2 B. RESERVE FUND... 2 III. FINANCIAL INFORMATION... 2 IV. OPERATING INFORMATION... 3 A. HISTORICAL PLEDGED TAX REVENUES... 3 B. ASSESSED VALUATIONS... 3 C. APPEALS OF ASSESSED VALUATION... 3 D. LARGEST LOCAL SECURED TAXPAYERS... 4 E. PROJECT AREA DEVELOPMENT... 4 V. REDEVELOPMENT AGENCY DISSOLUTION... 5 VI. SUBSEQUENT EVENT... 5 A. CALIFORNIA REDEVELOPMENT AGENCY DISSOLUTION... 5 VII. OCCURRENCE OF LISTED EVENTS... 6 Successor Agency to the Norco RDA

4 I. INTRODUCTION Pursuant to an Official Statement dated November 22, 2004, the Norco Redevelopment Agency (the Former Agency ) issued $11,250,000 Norco Redevelopment Project Area No. One Tax Allocation Refunding Bonds (School District Pass-Through), Issue of 2004 (the 2004 Bonds ). The 2004 Bonds are on parity with the Former Agency s Norco Redevelopment Project Area No. One Tax Allocation Refunding Bonds (School District Pass-Through), Issue of 2001 (the 2001 Bonds ) and the Norco Redevelopment Project Area No. One Tax Allocation Bonds (School District Pass- Through), Issue of 2009 (the 2009 Bonds and collectively with the 2004 Bonds and 2001 Bonds, the Bonds ). The City of Norco, (the City ) encompasses an area of approximately 15 square miles and is 51 miles east of the City of Los Angeles and 125 miles north of San Diego and is located in Riverside County. Due to the dissolution of California redevelopment agencies effective February 1, 2012, the City has elected to become Successor to the Former Agency (now referred to as the Successor Agency ). The original Project Area No. One (the Project Area ) was composed of approximately 290 acres generally bounded by Second Street on the north, Interstate 15 Freeway on the east, the City boundary on the south and Mountain Avenue on the west. As a result of Amendment No. 1, the Project Area was expanded with the addition of approximately 5,400 acres generally contained within an area northerly of the City of Corona, westerly of the Norco eastern City boundary, southerly of the Santa Ana River and areas centered to the west of Hamner Avenue. Amendment No. 2 removed approximately 712 acres form the Project Area located in the extreme southeasterly portion of the Project Area, and Amendment No. 3 added approximately 13 acres. The resulting Project Area encompasses approximately 4,991 acres within the City, or 55% of the City. The Bonds are special obligations of the Successor Agency and are secured by a pledged Tax Revenues, as defined within the Official Statements. The Bonds are not a debt of the City, the State of California, or any of its political subdivisions and neither the City, the State of California, nor any of its political subdivisions is liable. The Bonds do not constitute indebtedness within the meaning of any constitutional or statutory debt limit or restriction. This Annual Continuing Disclosure Information Statement is being provided pursuant to a covenant made by the Former Agency for the benefit of the holders of the Bonds and includes the information specified in a Continuing Disclosure Agreement. For further information and a more complete description of the Former Agency and the Bonds, reference is made to the Official Statement. The information set forth herein has been furnished by the Successor Agency and by sources, which are believed to be accurate and reliable but is not guaranteed as to accuracy or completeness. Statements contained in this Annual Continuing Disclosure Information Statement that involve estimates, forecasts, or other matters of opinion, whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of fact. Further, the information and expressions of opinion contained herein are subject to change without notice and the delivery of this Annual Continuing Disclosure Information Statement will not, under any circumstances, create any implication that there has been no change in the affairs of the Successor Agency or any other parties described herein. 2011/12 - TAB 2004 SD Project 1 Successor Agency to the Norco RDA 1

5 II. BOND INFORMATION A. PRINCIPAL OUTSTANDING Bonds As of November 30, TAB Rfdg (SD Pass-Thru) $9,425,000 B. RESERVE FUND Fund Name As of November 30, 2012 Reserve Fund $734,450 Reserve Requirement $734,450 III. FINANCIAL INFORMATION Due to the dissolution of California redevelopment agencies effective February 1, 2012, there will not be separate audited financial statements prepared for the Former Agency. Commencing with the Comprehensive Annual Financial Report of the City for the fiscal year ended June 30, 2012, the activities of the Successor Agency will be reported as a fiduciary trust fund as part of the City s Comprehensive Annual Financial Report. The City s Comprehensive Annual Financial Report for the fiscal year ended June 30, 2012 will be separately filed through the Municipal Securities Rulemaking Board s Electronic Municipal Market Access website ( EMMA ) and are hereby incorporated by reference into this Annual Continuing Disclosure Information Statement. 2011/12 - TAB 2004 SD Project 1 Successor Agency to the Norco RDA 2

6 IV. OPERATING INFORMATION A. HISTORICAL PLEDGED TAX REVENUES The following table is a schedule of the taxable valuations and resulting Pledged Tax Revenues in Amendment No. 1 in the Project Area for the fiscal years 2007/08 through 2011/12. Fiscal Year Taxable Valuation Base Year Valuation (1) Incremental Valuation (2) Pledged Tax Revenue (3) Maximum Annual Debt Service Maximum Annual Debt Service Coverage 2007/08 $1,453,972,549 $529,728,962 $924,243,587 $2,590,424 $1,081,450 (4) /09 1,489,436, ,728, ,707,115 2,689,819 1,081,450 (4) /10 1,383,836, ,728, ,107,308 3,200,312 2,057,915 (5) /11 1,357,227, ,728, ,498,811 3,134,806 2,057,915 (5) /12 1,364,651, ,728, ,922,121 N/A (6) 2,057,915 (5) N/A (6) (1) The base year valuation for Amendment No. 1 of the Project Area was established in fiscal year 1983/84 and adjusted pursuant to the Pass-Through Agreement to fiscal year 1993/94. (2) This represents the increase in valuation over the base year valuation. (3) Represents School District Pass-through allocation for Amendment No. 1. (4) Maximum annual debt service occurs in (5) Represents combined Maximum Annual Debt Service for the 2001 Bonds, 2004 Bonds and the 2009 Bonds occurring in (6) Data for fiscal year 2011/12 is not available. Source: Taxable values: California Municipal Statistics, Inc. B. ASSESSED VALUATIONS The following table is a schedule of the assessed valuations in Amendment No. 1 in the Project Area for the fiscal year 2012/13. Fiscal Year Taxable Valuation Base Year Valuation (1) Incremental Valuation (2) 2012/13 $1,358,320,003 $529,728,962 $828,591,041 (1) The base year valuation for Amendment No. 1 of the Project Area was established in fiscal year 1983/84 and adjusted pursuant to the Pass-Through Agreement to fiscal year 1993/94. The base year valuation was estimated for fiscal year 2012/13. (2) This represents the increase in valuation over the base year valuation. Source: Taxable values: California Municipal Statistics, Inc. C. APPEALS OF ASSESSED VALUATION Based on information available to the Successor Agency from the Riverside County Assessor s Office, if the total amount of pending appeals of assessed valuation of property within the Project Area were granted in the full amount requested, the assessed value would have a potential reduction of $52,103, /12 - TAB 2004 SD Project 1 Successor Agency to the Norco RDA 3

7 D. LARGEST LOCAL SECURED TAXPAYERS The table sets forth below are the largest local secured taxpayers in the Project Area based on the 2012/13 property secured tax roll. The total assessed valuation of these taxpayers is $127,520,070, which represents approximately 9.61% of the total secured, assessed valuation in the Project Area. Property Owner Primary Land Use 2011/12 Assessed Valuation % of Total (1) H & H Properties Residential Properties $12,846, % Grayburn Properties Inc. Commercial 11,511, % Dennis D. Jacobsen Family Holdings II Commercial 9,610, % Hidden Valley Parkway Holdings Commercial 9,274, % Rexco Norco Commercial 8,443, % Hong Jae Im Commercial 6,635, % Brent W. Ducoing Commercial 6,424, % Copperfield Investment & Development Co. Commercial 6,064, % Town & Country Investments Commercial 5,754, % Pacific Costanzo Lewis Commercial 5,685, % Cable Investments Norco Commercial 5,137, % Super American Mini Storage I Commercial 5,063, % Norco Country Center Commercial 5,000, % RBE Norco JFH 1 Commercial 4,975, % 3131 Hamner Holding LLC Commercial 4,811, % Romad Investments LP Commercial 4,500, % Chris J. Bonorris Commercial 4,326, % Hannis L. Stoddard Commercial 3,863, % Mitchel Louis Frahm Commercial 3,849, % Norco Medical Properties Commercial 3,742, % Total $127,520, % (1) 2012/13 Local Secured Assessed Valuation: $1,327,103,795. Source: California Municipal Statistics, Inc. E. PROJECT AREA DEVELOPMENT Based on the 2012/13 Secured Roll for Riverside County, approximately 80% of the number of parcels within the Project Area would be considered developed, based on an assessed structure greater than zero. 2011/12 - TAB 2004 SD Project 1 Successor Agency to the Norco RDA 4

8 V. REDEVELOPMENT AGENCY DISSOLUTION On December 29, 2011, the California Supreme Court upheld ABx1 26 ( Redevelopment Dissolution Act ), which dissolves all redevelopment agencies ( RDA ) in California, effective February 1, Each successor agency is responsible for drafting a Recognized Obligation Payment Schedule ( ROPS ) delineating the enforceable obligations of the former RDA payable through June 30, 2012 and their source of payment, and then additional ROPS every six months thereafter. ROPS are subject to the approval of the local oversight board, County Auditor-Controller, and Department of Finance. The Successor Agency's schedule can be accessed through the City s link below. VI. SUBSEQUENT EVENT A. CALIFORNIA REDEVELOPMENT AGENCY DISSOLUTION ABx1 26, which dissolves all Redevelopment Agencies in California including the Norco Community Redevelopment Agency effective February 1, 2012, was upheld by the California Supreme Court on December 29, On January 11, 2012, the City Council voted to serve as the Successor Agency of the Norco Community Redevelopment Agency beginning February 1, Some of the duties of the Successor Agency will include: 1. Payment of liabilities and obligations 2. Dispose of former Agency assets 3. Create Redevelopment Obligation Retirement Fund 4. Maintain required debt service reserve funds 5. Perform obligations required under Enforceable Obligations Payment Schedule (EOPS) and a yet to be adopted Recognized Obligations Payment Schedule (ROPS) 6. Remit unencumbered balance of RDA funds to County Auditor including unencumbered low mod funds 7. Collect on loans, rents and other revenues 8. Transfer housing functions and assets 9. Oversee development projects until completed The City believes that debt service payments will continue to be made by the Successor Agency after the dissolution the Norco Community Redevelopment Agency. 2011/12 - TAB 2004 SD Project 1 Successor Agency to the Norco RDA 5

9 VII. OCCURRENCE OF LISTED EVENTS As amended, the Continuing Disclosure Covenants outline the Occurrence of Listed Events that must be reported in not more than ten (10) business days after the occurrence of the event, irrespective of any determination as to whether such event may or may not be deemed material. The Successor Agency has no knowledge that any of the events listed below have occurred or have not been previously reported during the fiscal year ended June 30, Principal and interest payment delinquencies on the Bonds. 2. Unscheduled draws on debt service reserves reflecting financial difficulties. 3. Unscheduled draws on credit enhancements reflecting financial difficulties. 4. Substitution of credit or liquidity providers, or their failure to perform. 5. Adverse tax opinions or the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds. 6. Defeasances. 7. Tender offers. 8. Bankruptcy, insolvency, receivership or similar proceedings pertaining to the Successor Agency. 9. Ratings changes. As amended, the Continuing Disclosure Covenants outline the Occurrence of Listed Events that must be reported in not more than ten (10) business days after the occurrence of the event, if deemed material. The Successor Agency has no knowledge that any of the events listed below have occurred or have not been previously reported during the fiscal year ended June 30, Mergers, consolidations, acquisitions, the sale of all or substantially all of the assets of the Successor Agency or the dissolution of the Successor Agency. 11. Appointment of a successor or additional Trustee or the change of the name of the Trustee or any successor or additional Trustee. 12. Non-payment related defaults. 13. Modifications to the rights of Holders. 14. Optional, contingent or unscheduled bond calls, prepayment or redemptions other than defeasances. 15. Release, substitution or sale of property securing repayment of the Bonds. 2011/12 - TAB 2004 SD Project 1 Successor Agency to the Norco RDA 6

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