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Tigard Town Center Development Agency Financial Report Fiscal Year 2020 III TCDA Town Center Development Agency (A Component Unit of the City of Tigard,Oregon) AnnualF ° ' l Report FOR THE FISCAL YEAR ENDED JUNE 30, 2020 7.,.••14* ',MAIM,0'. '-,:;"".,;'*7Z: . , •VII.PW'..,712, 7411'' .• '75' v.',:... •-, k.vo4v.....144... , .,(..:i d I• TV 2: .•7. .';' ''.).!.. 'i.A .)1 I:1.i.e,dk‘ •a:4k:-'if;. .. Ili' tiikt4.,:t.;.t.tOtf.:).•-.1::::::, , • , 4..:::. A '0 * ..'.-'' • ,,4..$1.4•4:',7!U•'A40114.4,1.f1.1ti,if- % •,;;-: .V..,r. ;..-"....i,*ji,` ..` ,..., Y,, . , -:,...t,f.V.....e•-• i..-'.;''.y..4 iii** ••,: d,r;:t. 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Lim.........., ' 1•01.111 -'' -..6.0.0`.: ^ .7-1 . p .•``".„.,1 '7,7 r., ,,,.,vlik,• . . .41 ,g••,,, AMmimp.- I MI l=min...,I III....mm......s.........muwanem..m...i... 1 • I I -x. . . • , Prepared by: City of Tigard - Financial & Information Services Dept. Introductory Section: List of Officials 1 Financial Section: Report of Independent Auditors 4 Management's Discussion and Analysis 8 Basic Financial Statements: Government-Wide Financial Statements Statement of Net Position 16 Statement of Activities 17 Fund Financial Statements—Governmental Funds Balance Sheet and Reconciliation 18 Statement of Revenues and Expenditures and Reconciliation 19 Notes to the Basic Financial Statements 22 Required Supplementary Information: Schedule of Revenues, Expenditures and Changes in Fund Balance— Budget and Actual: City Center Capital Projects Fund 32 Tigard Triangle Capital Projects Fund 33 Other Supplementary Information: Schedule of Revenues, Expenditures and Changes in Fund Balance— Budget and Actual: City Center Debt Service Fund 36 Tigard Triangle Debt Service Fund 37 Audit Comments and Disclosure Requirements: Report of Independent Auditors Required by Oregon State Regulations 40 Town Center Development Agency List of Officials Fiscal Year 2019-2020 TOWN CENTER DEVELOPMENT AGENCY BUDGET COMMITTEE Timothy Cadman Mayor Jason Snider Chris Bence Councilor John Goodhouse Chelsea Nance Councilor Tom Anderson Stephanie Veal Councilor Heidi Leub Clifford Rone Councilor Liz Newton Leah Voit, Alternate TOWN CENTER DEVELOPMENT AGENCY BOARD Jason Snider, Chair John Goodhouse Liz Newton Heidi Leub Tom Anderson EXECUTIVE DIRECTOR Marty Wine COMMUNITY DEVELOPMENT DIRECTOR Kenny Asher REDEVELOPMENT PROJECT MANAGER for DOWNTOWN Sean Farrelly FINANCE and INFORMATION SERVICES DIRECTOR Toby LaFrance TOWN CENTER DEVELOPMENT AGENCY City of Tigard 113125 Hall Blvd. I Tigard,OR 97223 1503-639-4171 1 INDEPENDENT AUDITOR'S REPORT 2 3 0 MOSSADAMS Report of Independent Auditors Board Members Town Center Development Agency (A component unit of the City of Tigard, Oregon) Tigard, Oregon Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities and each major fund of the Town Center Development Agency (the Agency), as of and for the year ended June 30, 2020, and the related notes to the financial statements, which collectively comprise the Agency's basic financial statements as listed in the table of contents. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Agency's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Agency's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. 4 Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities and each major fund of the Agency as of June 30, 2020, and the respective changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis on pages 8 through 12 and the budgetary schedules for the City Center Capital Projects Fund and Tigard Triangle Capital Projects Fund on pages 32 and 33 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the management's discussion and analysis in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Agency's basic financial statements. The budgetary schedules for the City Center Capital Projects Fund and Tigard Triangle Capital Projects Fund described above are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. The budgetary schedules for the City Center Capital Projects Fund and Tigard Triangle Capital Projects Fund have been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the budgetary schedules for the City Center Capital Projects Fund and Tigard Triangle Capital Projects Fund are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Supplementary Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Agency's basic financial statements. The budgetary schedules on pages 36 and 37 are presented for purposes of additional analysis and are not a required part of the basic financial statements. 5 This supplementary information is the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. This information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the budgetary schedules are fairly stated, in all material respects, in relation to the basic financial statements as a whole. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Agency's basic financial statements. The introductory section is presented for purposes of additional analysis and is not a required part of the basic financial statements. The introductory section has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Report on Other Legal and Regulatory Requirements In accordance with Minimum Standards of Audits of Oregon Municipal Corporations, we have issued our report dated December 3, 2020 on our consideration of the Agency's compliance with certain provisions of laws and regulations, including the provisions of Oregon Revised Statues as specified in Oregon Administrative Rules. The purpose of that report is to describe the scope of our testing of compliance and the results of that testing and not to provide an opinion on compliance. ‘i/a(d C. 4(44'11 James C. Lanzarotta, Partner for Moss Adams LLP Portland, Oregon December 3, 2020 6 No content appears on this page by design. Town Center Development Agency Management's Discussion and Analysis As part of this Annual Financial Report,the Town Center Development Agency(agency),a component unit of the City of Tigard, Oregon, offers readers this narrative overview and analysis of the financial activities of the agency for the fiscal year ended June 30, 2020. It focuses on significant financial issues, major financial activities, and resulting changes in financial position, as well as economic factors affecting the agency. This Management's Discussion and Analysis(MD&A)is based on currently known facts,decisions, and conditions that existed as of the date of the report. Financial Highlights • The assets of the agency exceeded its liabilities at the close of the most recent fiscal year by $3,367,037. Of this amount, $1,097,208 is restricted for the repayment of debt, and $2,269,829 is for net investment in capital assets. • The agency's net position (assets less liabilities) increased $563,604 over the course of the year, primarily due to property tax revenue exceeding expenses. • In the fund financial statements for fiscal year 2019-20 expenditures in the Capital Projects Fund ($1,888,772) were for capital outlay in the amount of$1,413,176, most of which was for future downtown development consulting, downtown plaza construction and downtown trail construction. The payments in the Debt Service Fund ($920,276) were for principal and interest payments on a commercial bank loan and to the City of Tigard. • Also in the fund financial statements,the agency recognized$1,222,720 in revenue from property taxes, rental revenues, intergovernmental revenues and interest earnings. Overview of the Financial Statements The following discussion and analysis is intended to serve as an introduction to the agency's basic financial statements. The agency's basic financial statements include three components: 1. Government-wide financial statements, 2. Fund financial statements, and 3. Notes to the financial statements. Government-wide financial statements Government-wide financial statements are designed to provide readers with a broad overview of the agency's finances, in a manner that is similar to a private-sector business. The Statement of Net Position presents information on all of the agency's assets and liabilities, with the difference between the two reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the agency is improving or deteriorating. The Statement of Activities presents information on how the agency's net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event occurs, regardless of the timing of related cash flows. Thus, revenues and expenses are reported in the statement for some items that will result in cash flows in a future period such as earned, but uncollected property taxes. 8 Town Center Development Agency Management's Discussion and Analysis The government-wide financial statements indicate that the functions of the agency are principally supported by property taxes and are considered governmental activities. The agency does not have business-type activities in which costs are covered through user fees or charges. Fund Financial Statements A fund is a grouping of related accounts that is used to maintain control over resources that have been segregated for specific activities or functions. The agency uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the agency are considered governmental funds. Governmental funds are used to account for agency functions that are supported primarily by taxes and intergovernmental revenues.These are essentially the same functions that are reported as governmental activities in the government-wide financial statements. Unlike government-wide financial statements, governmental fund financial statements focus on the acquisition and use of spendable resources, as well as balances of available spendable resources at the end of the fiscal year. Such information may be useful in evaluating the agency's near-term requirements. The agency maintains four separate governmental funds consisting of the City Center Debt Service Fund, City Center Capital Projects Fund, Tigard Triangle Debt Service Fund and Tigard Triangle Capital Projects Fund.The Capital Projects Funds function as the agency's general operations funds for the separate urban renewal areas. Fund information is presented as combined amounts for Capital Projects Funds and Debt Service Funds in the governmental funds balance sheet and in the governmental funds statement of revenues and expenditures. Notes to the basic Financial Statements The notes provide additional information that is essential for a full understanding of the data provided in the government-wide and fund financial statements. They are an integral part of the financial statements and should be read in conjunction with them. Government-wide Financial Analysis As noted earlier, net position may serve over time as a useful indicator of the agency's financial position. In the case of the agency, assets exceeded liabilities by$3,367,037 in fiscal year 2020 compared to a net position of$2,803,433 in fiscal year 2019. A significant portion of the agency's net position (67.4 percent) reflects its investment in capital assets, consisting mostly of infrastructure and land. The agency uses these capital assets in the redevelopment of the designated City Center Urban Renewal area and the Tigard Triangle Urban Renewal area and, as such, are not available for future spending. In fiscal year 2020 the capital assets increased by more than $1.2 million as the agency began work on the downtown universal plaza project. $1,097,208 or 32.6 percent is restricted for the payment of debt incurred by the agency. 9 Town Center Development Agency Management's Discussion and Analysis Town Center Development Agency Statement of Net Position June 30, 2020 2019 ASSETS: Cash and restricted cash $5,509,744 $ 806,890 Receivables 5,473 9,428 Capital assets, net of accumulated depreciation 4,946,534 3,740,940 Total assets 10,461,751 4,557,258 LIABILITIES: Accounts payable and other short-term liabilities 420,413 813,120 Long-term liabilities 6,674,301 940,705 Total liabilities 7,094,714 1,753,825 NET POSITION: Net investment in capital assets 2,269,829 2,020,235 Restricted for debt service 1,097,208 636,034 Unrestricted - 147,164 Total net position $3,367,037 $2,803,433 Town Center Development Agency Change in Net Position For the Year Ended June 30, REVENUES: 2020 2019 Program revenues $ 213,662 $ 107,371 General revenues 1,173,396 542,651 Total revenues 1,387,058 r 650,022 EXPENSES: Community development 683,178 395,110 Interest on long-term debt 140,276 28,986 Total expenses 823,454 424,096 Change in net position 563,604 225,926 Net position - beginning 2,803,433 2,577,507 Net position -ending $3,367,037 $2,803,433 10 Town Center Development Agency Management's Discussion and Analysis Capital Assets and Debt Administration Capital Assets As of June 30, 2020 the agency had invested $4,946,534 in capital assets as reflected in the following table: Governmental Activities 2020 2019 Land $ 985,504 $ 985,504 Construction in progress 2,222,691 1,257,863 Infrastructure 1,951,748 1,669,087 Accumulated depreciation (213,409) (171,514) Total $4,946,534 $3,740,940 The Town Center Development Agency purchased the 9110 SW Burnham Street property in 2014. For six years it continued the lease with Ferguson Plumbing. In March 2020 the Agency facilitated the relocation of the business to a new location, in order to prepare the site to be redeveloped as a public plaza. Landscape architects and associated consultants were engaged in February 2020 to start designing the plaza. In June 2020 the demolition of the existing building was commenced. Additional information on the agency's capital assets can be found on page 26 of this report. Debt Under the Intergovernmental Agreement(IGA) between the agency and the City of Tigard, loans from the city to the agency are repaid in ten equal payments on the principal starting ten years after the loan; however, interest payments start in the second year after the loan. In fiscal year 2019-20,the agency did receive a loan from the city in the amount of$45,596. In fiscal year 2019-2020 the city issued $5,929,000 in full faith and credit financing agreement (bonds). The bonds were issued to fund Urban Renewal projects within the agency. At June 30, 2020 the outstanding balance on the bonds was$5,929,000. Total debt increased by$5,194,596 during the current fiscal year. Additional information on the agency's debt can be found on pages 27-28 of this report. Budgetary Highlights The Town Center Development Agency budget consists of four funds: The City Center Capital Projects Fund, which functions as the agency's general operations fund for the Downtown Urban Renewal Area, and the Tigard Triangle Capital Projects Fund, which functions as the agency's general operations for the Triangle Urban Renewal Area. The agency also has a City Center Debt Service Fund and Tigard Triangle Debt Service Fund. The Capital Projects Fund activity is supported by loans from the City of Tigard and a bank loan. The city loans will be repaid with interest once the agency begins generating enough tax increment revenue. The focus of the fiscal year 2019-20 budget included construction of a public restroom, development of the Main Street and Fanno Creek public spaces and planning for future affordable housing in the downtown area. These projects are on-going and have been carried over into the fiscal year 2020-21 budget. 11 Town Center Development Agency Management's Discussion and Analysis The budget for fiscal year 2020-21 will include construction of a Fanno Creek Overlook, further construction of Universal Plaza, Main Street Green Street improvements,and Streetscape Improvements. The agency will also provide development assistance to support affordable housing in the area. The agency will further engage the District's merchants and business owners together with the Tigard Downtown Alliance to promote new businesses in the district. Economic Factors The Town Center Development Agency is an urban renewal agency approved by voters in 2006. The primary funding source for the agency is property tax increment financing, which generally means that the property taxes resulting from growth in property value within the Urban Renewal area can be used to finance improvement projects and programs. In order to facilitate the redevelopment of the Urban Renewal area, the agency adopted a City Center Urban Renewal Plan that allows the agency to incur a maximum amount of indebtedness (amount of tax increment financing for projects and programs) of $22,000,000 for a duration of 20 years. As of fiscal year 2019-20, the total debt issued is $10.4 million. Current and proposed projects include additional facade improvement grants for local businesses, redevelopment of Main Street where it connects to Fanno Creek, completion of Tigard Street Heritage trail for improved pedestrian traffic and a proposed Universal Plaza offering more public space for events and local activities. In May 2017 the voters approved the creation of a second urban renewal area,the Tigard Triangle Urban Renewal Area,for 35 years with maximum principal indebtedness of$188 million. As of fiscal year 2019- 20,the total debt issued is$587,869. No new debt will be incurred after the fiscal year 2052-53 as part of this plan. The agency's ability to borrow additional funds will remain constrained for several more years as tax increment revenue is based on property tax increases over time and growth was fairly slow at the time the agency was created. Despite the slow growth,the agency has been able to leverage state,county and local funds to make major improvements to streets, bicycle and pedestrian paths in the district. The agency will continue to seek additional funding from outside sources for redevelopment opportunities as planning continues for affordable housing and infrastructure improvements. Requests for Information This financial report is designed to provide a general overview of the agency's finances for all those with an interest in the government's finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the Finance and Information Services Director, City of Tigard, 13125 SW Hall Blvd.,Tigard, Oregon 97223. 12 This page intentionally left blank. Basic Financial Statements Town Center Development Agency Statement of Net Position June 30, 2020 Governmental Activities ASSETS: Property taxes receivable $ 3,019 Accounts receivable 2,454 Restricted cash and cash equivalents 5,509,744 Land and construction in progress 3,208,195 Other capital assets, net of accumulated depreciation 1,738,339 Total assets 10,461,751 LIABILITIES: Accounts payable and other accrued liabilities 179,413 Due within one year: Bank loan payable 241,000 Due within more than one year: Advances from city 986,301 Bonds payable 5,688,000 Total liabilities 7,094,714 NET POSITION: Net investment in capital assets 2,269,829 Restricted for debt service 1,097,208 Total net position $ 3,367,037 The accompanying notes are an integral part of the basic financial statements. 16 Town Center Development Agency Statement of Activities Year Ended June 30,2020 Net (Expense)/Revenue Program and Change in Net Revenues Position Rental Income and Total Charges for Governmental Functions/Programs Expenses Services Activities Governmental activities: Community development $ 683,178 $ 213,662 $ (469,516) Interest on long-term debt 140,276 - (140,276) Total governmental activities $ 823,454 $ 213,662 (609,792) General revenues: Property taxes 1,052,373 Interest earnings 49,806 Miscellaneous 71,217 Total revenues 1,173,396 Change in net position 563,604 Net position - beginning 2,803,433 Net position -ending $ 3,367,037 The accompanying notes are an integral part of the basic financial statements. 17 Town Center Development Agency Balance Sheet-Governmental Funds and Reconciliation to the Statement of Net Position June 30,2020 Total Capital Debt Governmental Projects Service Funds ASSETS: Property taxes receivable $ - $ 3,019 $ 3,019 Accounts receivable - 2,454 2,454 Restricted cash and cash equivalents 4,311,719 1,198,025 5,509,744 Total assets $ 4,311,719 $ 1,203,498 $ 5,515,217 LIABILITIES: Accounts payable and accrued liabilities $ 179,413 $ - $ 179,413 Total liabilities 179,413 - 179,413 DEFERRED INFLOWS OF RESOURCES: Unavailable revenues-property taxes - 11,600 11,600 Total deferred inflows of resources - 11,600 11,600 FUND BALANCES: Restricted for: Debt service - 1,191,898 1,191,898 Urban development and improvements 4,132,306 - 4,132,306 Total fund balances 4,132,306 1,191,898 5,324,204 Total liabilities,deferred inflows of resources and fund balances $ 4,311,719 $ 1,203,498 Capital assets used in governmental activities are not financial resources and are not reported in the funds. 4,946,534 Long-term assets are not available to pay for current period expenditures and, 11,600 Long-term liabilities-not reported in the funds: Loan from City of Tigard, not due and payable in the current period (986,301) Bonds, not due and payable in the current period (5,929,000) Net Position of Governmental Activities $ 3,367,037 The accompanying notes are an integral part of the basic financial statements. 18 Town Center Development Agency Statement of Revenues,Expenditures and Changes in Fund Balance-Governmental Funds and Reconciliation to the Statement of Activities Year Ended June 30,2020 Total Capital Debt Governmental Projects Service Funds REVENUES: Taxes $ - $1,047,495 $ 1,047,495 Rental revenues 54,202 - 54,202 Interest earnings 35,439 14,367 49,806 Intergovernmental revenues 230,460 - 230,460 Miscellaneous revenues 217 - 217 Total revenues 320,318 1,061,862 1,382,180 EXPENDITURES: Community Development 606,179 - 606,179 Capital projects 1,282,593 - 1,282,593 Debt service Principal - 780,000 780,000 Interest - 140,276 140,276 Total expenditures 1,888,772 920,276 2,809,048 Change in fund balance before other financing sources(uses) (1,568,454) 141,586 (1,426,868) Other financing sources(uses): Transfers in 359,000 - 359,000 Transfers out - (359,000) (359,000) Debt Proceeds 5,194,596 780,000 5,974,596 Total other financing sources(uses) 5,553,596 421,000 5,974,596 Change in fund balance 3,985,142 562,586 4,547,728 Fund balance-beginning 147,164 629,312 776,476 Fund balance-ending $ 4,132,306 $1,191,898 $ 5,324,204 Net change in fund balances-total governmental funds $ 4,547,728 Governmental funds report capital outlays as expenditures while govermental activities report depreciation expense to allocate thoses expenditures over the life of the assets. Expenditures for capitalized assets 1,247,489 Depreciation reported in the government-wide statements (41,895) Property taxes that do not provide current financial resources 4,878 Long-term liabilities not reported in the funds (5,974,596) Principal payments expensed on the fund financial statements 780,000 Change in Net Position of Governmental Activities $ 563,604 The accompanying notes are an integral part of the basic financial statements. 19 Notes to Basic Financial Statements Town Center Development Agency Notes to the Basic Financial Statements 1. Summary of Significant Accounting Policies: The financial statements of the Town Center Development Agency(agency), previously Tigard City Center Development Agency, have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) as applied to government units. GAAP statements include all relevant Governmental Accounting Standards Board (GASB) pronouncements. The Agency The Town Center Development Agency,formerly the City Center Development Agency, was approved on May 16, 2006 with plans to commence operations during fiscal year 2009 under the provisions of Oregon Revised Statutes, Chapter 457 (ORS 457), to provide improvements in the downtown area so that it will be economically healthy while maintaining its"uniquely Tigard" character.The plan's duration is 20 years with maximum indebtedness of$22 million. In May 2017 the voters approved the creation of a second urban renewal area,the Tigard Triangle Urban Renewal Area,for 35 years with maximum indebtedness of$188 million. The agency is a legally separate entity, which is governed by a board comprised of the City Council, as stipulated in the bylaws. The Council has the ability to impose its will on the agency as determined on the basis of budget adoption,taxing authority, and funding. The purpose of the agency is to undertake urban renewal projects and activities pursuant to the city's downtown redevelopment plan. The financial results of the agency are reported herein as debt service funds and a capital projects funds. The agency boundaries include primarily the city's central business district, general commercial district, professional commercial district and the Tigard Triangle (an area bordered by 1-5, Highway 217, and Highway 99 East). The agency is a blended component unit of the City of Tigard and its financial activities are included in the basic financial statements of the city, which can be viewed on the city's website at http://www.tiga rd-or.gov. Basic Financial Statements The agency's financial operations are presented at both the government-wide and fund financial levels. All activities of the agency are categorized as governmental activities. Government-wide financial statements The Statement of Net Position and the Statement of Activities display information about the agency as a whole. These statements include all the financial activities of the agency. The Statement of Activities presents a comparison between direct expenses and program revenues for each function of the agency's governmental activities. Direct expenses are clearly identifiable with a specific function. All costs are supported by general revenues which include property taxes and interest earnings. 22 Town Center Development Agency Notes to the Basic Financial Statements Fund financial statements These statements display information at the individual fund level. Each fund is considered to be a separate accounting entity. Funds are classified and summarized as governmental, proprietary and fiduciary. Currently the agency has only governmental fund types. Basis of Presentation The financial transactions of the agency are recorded in individual funds. Each fund is accounted for by providing a separate set of self-balancing accounts that comprises its assets, deferred outflows of resources, liabilities, deferred inflows of resources,fund balance, revenues and expenditures. GASB Statement No. 34 sets forth criteria (percentage of the assets, deferred outflows of resources, liabilities, deferred inflows of resources, revenues or expenditures/expenses or either fund category or the governmental and enterprise combined) for the determination of major funds. For purposes of presentation, each of the agency's funds is presented as a major fund. The City Center Debt Service Fund accounts for the accumulation of resources and payments for long- term borrowings related to the City Center Urban Renewal Area. The Tigard Triangle Debt Service Fund accounts for the accumulation of resources and payments for long- term borrowings related to the Tigard Triangle Urban Renewal Area. The City Center Capital Projects Fund accounts for the acquisition and development of capital assets related to the City Center Urban Renewal Area. The Tigard Triangle Capital Projects accounts for the acquisition and development of capital assets related to the Tigard Triangle Urban Renewal Area. Measurement Focus and Basis of Accounting Measurement focus is a term used to describe which transactions are recorded within the various financial statements. Basis of accounting refers to when transactions are recorded, regardless of the measurement focus. The government-wide financial statements are reported using the economic resources measurement focus and the full accrual basis of accounting. Revenues are recorded as program revenues when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. The governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collectible within the current period or soon enough thereafter to pay liabilities of the current period. For this purpose, the agency considers revenues to be available if they are collectible within 60 days of the end of the current fiscal period. The agency considers property taxes subject to accrual. Expenditures 23 Town Center Development Agency Notes to the Basic Financial Statements generally are recorded when a liability is incurred, as under accrual accounting. However, payment on long-term borrowing is recorded only when payment is due. Since the governmental fund statements are presented on a different measurement focus and basis of accounting than the government-wide statements, reconciliation is necessary to explain the adjustments needed to transform the fund-based financial statements into the government-wide presentation. These reconciliations are presented with the governmental fund statements. Cash and Investments The city maintains a common cash and cash equivalents pool for all city funds, including funds of the agency. Interest is earned and allocated monthly on pooled cash and cash equivalents based on each fund's cash balances as a proportion of the city's total pooled cash and equivalents. The agency considers cash and equivalents to include the pooled cash, since the pool has the general characteristics of a demand deposit account, in that any participating fund may deposit additional cash at any time and also may withdraw cash at any time without prior notice or penalty. The agency reports certain cash and equivalents as restricted because their use is limited by parties external to the agency. Restrictions may be imposed by creditors, other governments, laws and/or enabling legislation. Receivables and Payables Property taxes are levied and become a lien on July 1. Collection dates are November 15, February 15, and May 15 following the lien date. Discounts are allowed if the amount due is received by November 15 or February 15. Taxes unpaid and outstanding on May 16 are considered delinquent. The majority of the agency's receivables are property taxes, which are deemed to be substantially collectible. Capital Assets Capital assets, which include property, plant, equipment and infrastructure assets (e.g. roads, pathways, street lights, etc.) are reported in the government-wide financial statements. Capital assets are charged to expenditures as purchased or constructed in the governmental fund statements, and capitalized in the government-wide financial statements. Capital assets are recorded at historical cost or estimated historical cost. Upon disposal of an asset, cost and accumulated depreciation (if applicable) is removed from the accounts and, if appropriate, a gain or loss on the disposal is recognized. Capital assets are defined for the agency as assets with an initial, individual cost of$5,000 or more, and an estimated useful life of greater than one year. Additions or improvements and other capital outlays that significantly extend the useful life of an asset, or that significantly increase the capacity of an asset are capitalized. Donated capital assets are recorded at their estimated acquisition value at the time of donation. Other costs for repairs and maintenance are expensed as incurred. 24 Town Center Development Agency Notes to the Basic Financial Statements Depreciation on exhaustible assets is calculated on the straight-line basis over the following estimated useful lives: Asset Years Buildings and improvements 25-40 Improvements other than buildings 10-20 Infrastructure 20-40 Deferred Inflows of Resources In addition to liabilities, the governmental fund balance sheet reports a separate section for deferred inflows of resources. Deferred inflows of resources represent unavailable revenue that will be recognized in a future period. The agency reports delinquent property tax revenue in this section under the modified accrual basis of accounting. These revenues are deferred and recognized as an inflow of resources in the period that the revenues become available. Net Position and Fund Balance Net position is reported on the Statement of Net Position. Within net position, the net investment in capital assets represents total capital assets less accumulated depreciation, less any debt related to the acquisition of the assets. Of the total net position,the majority is net investment in capital assets and the remaining amount is restricted for debt service. In the fund financial statements, the fund balance for governmental funds is reported in classifications that comprise a hierarchy based primarily on the extent to which the government is bound to honor constraints on the specific purposes for which amounts in those funds can be spent. Fund balance is reported as restricted when the constraints placed on the use of resources are either: (a) externally imposed by creditors (such as through debt covenants), grantors, contributors or laws or regulations of other governments; or (b) imposed by law through constitutional provisions or enabling legislation. Use of Estimates In preparing the agency's financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities,the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses/expenditures during the reporting period. Actual results could differ from those estimates. 2. Stewardship, Compliance, and Accountability: Budgets The agency's budget is prepared in accordance with Oregon local budget law. All annual appropriations lapse at fiscal year-end. During the month of February each year, the agency submits requests for appropriations to the executive director so that a budget may be prepared. In June,the proposed budget is presented to the agency's board of directors for approval. The board holds public hearings and a final budget must be prepared and adopted no later than June 30. 25 Town Center Development Agency Notes to the Basic Financial Statements The adopted budget is prepared by fund and function. The legal level of budgetary control,(i.e.,the level at which expenditures may not legally exceed appropriations) is the fund and function level. 3. Cash and Investments: The agency's cash and investments reported on the Statement of Net Position and Balance Sheet represent the agency's share of the city's cash and investment pool. The agency's participation in the cash and investment pool is involuntary. Interest earnings from this pool are allocated to the agency on a monthly basis based on the cash and investment balance of the agency to the total investments in the pool. At June 30, 2020 the agency's share of the city's cash and investment pool, including restricted and unrestricted, totaled $5,509,744 all of which is restricted by the requirements of the agency's property tax levy. It is not practical to determine the investment risk, collateral risk or insurance coverage for the agency's share of its pooled investments. Investments for the city as well as its component unit are reported at fair value. Information about the pooled investments is included in the city's annual financial report and may be obtained by contacting the city's Finance Department at 13125 SW Hall Blvd.,Tigard, OR 97223 or found online at: http://www.tigard-or.gov/citv hall/finance and information services.r hr 4. Receivables and Payables: Property taxes are levied and become a lien on July 1. Collection dates are November 15, February 15, and May 15 following the lien date. Discounts are allowed if the amount due is received by November 15 or February 15. Taxes unpaid and outstanding on May 16 are considered delinquent. The agency's receivables, including property taxes and assessments are deemed to be substantially collectible. Tax and assessments receivable can be recovered through foreclosure on the subject property. Accounts payable to vendors and contractors include general accounts payable not included in short-term or long-term liabilities. 5. Capital Assets: Capital assets include a property purchase for redevelopment projects on Main Street, the completion of two projects for the Strolling Street landscaping program, Main Street gateway improvements and public artwork. Balance Balance July 1,2019 Additions Deletions Transfers June 30,2020 Land $ 985,504 $ - $ - $ - $ 985,504 Construction in Progress 1,257,863 1,247,489 - (282,661) 2,222,691 Infrastructure 1,669,087 - - 282,661 1,951,748 Total cost 3,912,454 1,247,489 - - 5,159,944 Depreciation Infrastructure (171,514) (41,895) - - (213,409) Capital assets, net $ 3,740,940 $ 1,205,594 $ - $ - $ 4,946,534 26 Town Center Development Agency Notes to the Basic Financial Statements 6. Long-term Borrowing: The agency has two urban renewal district areas approved to finance improvement projects with property tax increment financing. The first area is the City Center Urban Renewal District (CCUR) with a maximum indebtedness of $22 million for a duration of 20 years. As of fiscal year 2019-20, the CCUR issued $10.4 million in total debt against the maximum indebtedness. The second area is the Tigard Triangle Urban Renewal District (TTUR) with a maximum indebtedness of$188 million for a duration of 35 years. As of fiscal year 2019-20, the TTUR issued $588,000 in total debt against the maximum indebtedness. In order to finance improvement projects, the agency and the city entered into an intergovernmental agreement (IGA) that states the city will loan the agency resources as needed to cover project costs related to the Town Center Urban Renewal Plan. All of the outstanding debt of the agency is considered from direct borrowings and placements. The terms of the IGA state that the agency agrees to repay the principal and accrued interest on all loan amounts solely from tax increment revenues. The interest rate calculated for the loans is based on the same average rate as that earned on other funds invested by the city at the time of the loan, which currently ranges from 0.50%to 2.75%. Interest-only payments are scheduled to be paid to the city prior to July 1, each fiscal year. During the fiscal year ending June 30, 2025 the agency will begin making principal payments to the city on outstanding loans. Payments are to be made as tax increment revenue or other funding sources are available. In no case shall the repayment timeline exceed the life of the agency. Under the terms of the IGA, the city may forgive or reduce the interest and/or principal due from the agency. The agency may also repay the debt early. In fiscal year 2020 the agency received a loan from the city in the amount of $45,596 for the Tigard Triangle Capital Projects fund. In fiscal year 2020 the agency elected to repay none of the outstanding principal on the loans. In fiscal year 2015 the city received a $1,300,000 loan, borrowed at 3.00% and backed by the city's full faith and credit and taxing power, from a financial institution to finance a property purchase within the TCDA. At the time of the bank loan, the city and the agency entered into an Intergovernmental Agreement (IGA) for TCDA to be obligated for the payments on the loan. This agreement states the agency will make the payments on the bank loan to the financial institution from the tax increment revenues pursuant to ORS 287A.310. The IGA constitutes indebtedness of the agency in the amount of the financing or $1,300,000. The outstanding loan carries an Event of Default clause which allows the lender to exercise any remedy available at law or in equity, with the exception of acceleration, at a default rate of 3% of the outstanding balance until the default is remedied. As of June 30, 2020, the bank loan had been paid off. In fiscal year 2019-2020 the city issued full faith and credit financing agreement (bonds) for$1,896,000 in Series 2019A Tax-Exempt bonds, and $4,033,000 Series 2019B Federally Taxable bonds. The bonds were issued to fund Urban Renewal projects within the CCDA. In connection with the financing agreement, CCDA and the city executed an intergovernmental agreement(IGA)for CCDA to be obligated for the debt service payments on the bonds. The IGA constitutes indebtedness of the agency in the amount of the financing or$5,929,000. Pursuant to ORS 287A.310,the agency pledges the tax increment revenues to pay the financing payments or debt service.The outstanding bonds carry an Event of Default clause which allows the lender to exercise any remedy available at law or in equity, with the exception 27 Town Center Development Agency Notes to the Basic Financial Statements of acceleration. At June 30, 2020 the outstanding balance on the bonds was $1,896,000 for the Series 2019A and $4,033,000 for the Series 2019B. Future principal and interest payments on the bonds and the city loans are as follows: Borrowing Transactions Interest Outstanding Outstanding Due in Outstanding Debt June 30,2019 Additions Paid June 30,2020 Paid one year Loans from City of Tigard for urban renewal projects: Loan#5 June 30,2013 $ 102,320 $ - $ - $ 102,320 $ 512 $ - Loan#5 June 30,2013 40,112 - - 40,112 201 - Loan#6 June 30,2014 361,000 - - 361,000 1,949 - Loan#7 June 30,2015 254,000 - - 254,000 1,270 - Loan#8 June 30,2019 183,273 - - 183,273 - - Loan#9 June 30,2020 - 45,596 - 45,596 - - Bank loan payable 780,000 - (780,000) - 11,427 - 2019A Bonds with Key Bank - 1,896,000 - 1,896,000 33,808 80,000 2019B Bonds with Key Bank - 4,033,000 - 4,033,000 91,110 161,000 Total $ 1,720,705 $5,974,596 $(780,000) $ 6,915,301 $140,277 $241,000 Future requirements related to long-term borrowing are as follows: Fiscal Year Loans from City Key Bank Bonds Totals Ending June 30 Principal Interest Principal Interest Principal Interest 2021 $ - $ 8,972 $ 241,000 $ 165,332 $ 241,000 $ 174,304 2022 - 9,428 248,000 158,630 248,000 168,058 2023 - 9,428 254,000 151,732 254,000 161,160 2024 - 9,428 262,000 144,666 262,000 154,094 2025 13,926 9,428 269,000 137,374 282,926 146,802 2026-2030 348,832 43,426 1,461,000 570,268 1,809,832 613,694 2031-2035 471,829 28,919 3,194,000 302,668 3,665,829 331,587 2036-2040 146,948 9,286 - - 146,948 9,286 2041 4,766 48 - - 4,766 48 $986,301 $128,363 $5,929,000 $1,630,670 $6,915,301 $1,759,033 7. Risk Management: As a component unit of the city, the agency is exposed to various risks of loss related to torts; theft of, damage to and destruction of assets;errors and omissions;and natural disasters for which the city carries commercial insurance. The city has established risk management programs for liability insurance coverage. The agency is covered under policies and programs insuring the city. There were no insurance claims attributable to the agency as of June 30, 2020. 28 This page intentionally left blank. 29 Required Supplementary Information Town Center Development Agency City Center Capital Projects Fund Schedule of Revenues and Expenditures- Budget and Actual For the fiscal year ended June 30, 2020 Variance with Budgeted Amounts Actual Final Budget Original Final Amounts Over(Under) REVENUES: Intergovernmental revenues $ - $ - $ 159,460 $ 159,460 Rental revenues - - 54,202 54,202 Interest Earnings - - 35,439 35,439 Miscellaneous revenues - - 217 217 Total revenues - - 249,318 249,318 EXPENDITURES: Capital projects 1,657,500 1,790,255 1,413,176 377,079 Change in fund balance before other financing sources (uses) (1,657,500) (1,790,255) (1,163,858) 626,397 OTHER FINANCING SOURCES: Transfers in 533,000 654,000 - (654,000) Debt proceeds 6,208,000 6,208,000 5,149,000 (1,059,000) Total other financing sources 6,741,000 6,862,000 5,149,000 (1,713,000) Change in fund balance 5,083,500 5,071,745 3,985,142 (1,086,603) Fund balance- Beginning of the year 390,050 401,805 147,164 (254,641) Fund balance- End of the year $ 5,473,550 $ 5,473,550 $ 4,132,306 $ (1,341,244) 32 Town Center Development Agency Tigard Triangle Capital Projects Fund Schedule of Revenues and Expenditures- Budget and Actual For the fiscal year ended June 30, 2020 Variance with Budgeted Amounts Actual Final Budget Original Final Amounts Over(Under) REVENUES: Intergovernmental revenues $ 325,000 $ 325,000 $ 71,000 $ (254,000) EXPENDITURES: Community development 683,000 683,000 475,596 207,404 Capital projects* 1,000 1,000 - 1,000 Total expenditures 684,000 684,000 475,596 208,404 Change in fund balance before other financing sources (uses) (359,000) (359,000) (404,596) (45,596) OTHER FINANCING SOURCES: Transfers in 359,000 359,000 359,000 - Debt Proceeds - - 45,596 45,596 Total other financing sources 359,000 359,000 404,596 45,596 Change in fund balance - - - - Fund balance- Beginning of the year - - - - Fund balance- End of the year $ - $ - $ - $ - *For budgetary purposes expenditures are appropriated as capital projects, however on the GAAP statements non-capital transactions are recorded as program expenditures. 33 Other Supplementary Information Town Center Development Agency City Center Debt Service Fund Schedule of Revenues and Expenditures-Budget and Actual For the fiscal year ended June 30, 2020 Variance with Budgeted Amounts Actual Final Budget Original Final Amounts Over(Under) REVENUES: Property taxes $ 560,000 $ 560,000 $ 586,810 $ 26,810 Interest earnings 11,100 11,100 10,090 (1,010) Total revenues 571,100 571,100 596,900 25,800 EXPENDITURES: * Debt service: Principal 780,000 780,000 780,000 - Interest 231,350 231,350 140,276 91,074 Total expenditures 1,011,350 1,011,350 920,276 91,074 Change in fund balance before other financing sources (uses) (440,250) (440,250) (323,376) 116,874 OTHER FINANCING USES Debt proceeds 792,000 792,000 780,000 12,000 Transfers out (153,000) (274,000) - 274,000 Reserve for future expenditure (346,750) (346,750) - 346,750 Total other financing sources (uses) 292,250 171,250 780,000 632,750 Change in fund balance (148,000) (269,000) 456,624 749,624 Fund balance- Beginning of the year 148,000 269,000 629,312 360,312 Fund balance- End of the year $ - $ - $ 1,085,936 $ 1,109,936 * Budget appropriation for the Urban Renewal Agency is made at the debt service program level. 36 Town Center Development Agency Tigard Triangle Debt Service Fund Schedule of Revenues and Expenditures- Budget and Actual For the fiscal year ended June 30, 2020 Variance with Budgeted Amounts Actual Final Budget Original Final Amounts Over(Under) REVENUES: Property taxes $ 293,000 $ 293,000 $460,685 $ 167,685 Interest earnings - - 4,277 4,277 Miscellaneous revenues - - - - Total revenues 293,000 293,000 464,962 171,962 EXPENDITURES: * Debt service: Principal - - - - Interest 9,000 9,000 - 9,000 Total expenditures 9,000 9,000 - 9,000 Change in fund balance before other financing sources (uses) 284,000 284,000 464,962 180,962 OTHER FINANCING SOURCES(USES) Transfers out (359,000) (359,000) (359,000) - Reserve for future expenditure (25,000) (25,000) - 25,000 Total other financing sources (uses) (384,000) (384,000) (359,000) 25,000 Change in fund balance (100,000) (100,000) 105,962 205,962 Fund balance- Beginning of the year 100,000 100,000 - (100,000) Fund balance- End of the year $ - $ - $105,962 $ 105,962 * Budget appropriation for the Urban Renewal Agency is made at the debt service program level. 37 INDEPENDENT AUDITOR'S REPORT REQUIRED BY OREGON STATE REGULATIONS MOSSADAMS Report of Independent Auditors on Compliance and on Internal Control Over Financial Reporting Based on an Audit of Financial Statements Performed in Accordance with Oregon Minimum Audit Standards Board Members Town Center Development Agency (A component unit of the City of Tigard, Oregon) Tigard, Oregon We have audited the basic financial statements of the Town Center Development Agency, a component unit of the City of Tigard, Oregon (the Agency), as of and for the year ended June 30, 2020, and have issued our report thereon dated December 3, 2020. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the provisions of the Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by the Oregon Secretary of State. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free from material misstatement. Compliance As part of obtaining reasonable assurance about whether the Agency's basic financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, grants, including provisions of Oregon Revised Statutes as specified in Oregon Administrative Rules OAR 162-010-0000 to 162-010-0330, as set forth below, noncompliance with which could have a direct and material effect on the determination of financial statement amounts: Instances of Non-Compliance OAR Section Identified? 162-010-0000 Preface None Noted 162-010-0010 Definitions None Noted 162-010-0020 Introduction None Noted 162-010-0030 General Requirements None Noted 162-010-0050 Financial Statements None Noted 162-010-0115 Required Supplementary Information(RSI) None Noted 162-010-0120 Other Supplementary Information None Noted 162-010-0130 Schedule of Revenues, Expenditures/Expenses,and Changes in Fund Balances,/Net Assets, None Noted Budget and Actual(Each Fund) 162-010-0150 Schedule of Property Tax Transactions or Acreage Assessments None Noted 162-010-0160 Schedule of Bonded or Long-Term Debt Transactions None Noted 162-010-0170 Schedule of Future Requirements for Retirement of Bonded or Long-Term Debt None Noted 162-010-0190 Other Financial or Statistical Information None Noted 162-010-0200 Required Disclosures and Independent Auditors Comments None Noted 162-010-0230 Accounting Records and Internal Control None Noted 162-010-0240 Public Fund Deposits None Noted 162-010-0250 Indebtedness None Noted 162-010-0260 Budget None Noted 162-010-0270 Insurance and Fidelity Bonds None Noted 162-010-0280 Programs Funded from Outside Sources None Noted 162-010-0300 Investments None Noted 162-010-0310 Public Contracts and Purchasing None Noted 162-010-0320 Other Comments and Disclosures None Noted 40 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 that are required to be reported under Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by the Oregon Secretary of State. Internal Control Over Financial Reporting In planning and performing our audit, we considered the Agency's internal control over financial reporting (internal control)to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinion 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. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or combination of deficiencies, in internal control such that there is a reasonable possibility that a material misstatement of the Agency's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control over financial reporting was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be deficiencies, significant deficiencies or material weaknesses. Given these limitations, during our audit we did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and do not provide an opinion on the effectiveness of the Agency's internal control or on compliance. This report is an integral part of an audit performed in accordance with Minimum Standards for Audits of Oregon Municipal Corporations, prescribed by the Oregon Secretary of State, in considering the Agency's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. JC James C. Lanzarotta, Partner for Moss Adams LLP Portland, Oregon December 3, 2020 41