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Town Center Development Agency Table of Contents 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 2018-2019 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, 2019, 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, 2019, 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 through 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 5, 2019 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. <414A- For Moss Adams LLP Portland, Oregon December 5, 2019 6 This page intentionally left blank. 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, 2019. 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 $2,803,433. Of this amount, $636,034 is restricted for the repayment of debt, $2,020,235 is for net investment in capital assets and the remaining $147,164 is unrestricted and may be used to meet the agency's ongoing obligations to citizens and creditors. • The agency's net position (assets less liabilities) increased $225,926 over the course of the year, primarily due to property tax revenue exceeding expenses. • In the fund financial statements for fiscal year 2018-19 expenditures in the Capital Projects Fund ($380,980) were for capital outlay in the amount of $187,707, most of which was for future downtown development consulting, local business facade improvements and downtown trail construction. The payments in the Debt Service Fund ($158,986) 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 $661,392 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$2,803,433 in fiscal year 2019 compared to a net position of$2,577,507 in fiscal year 2018. A significant portion of the agency's net position (72 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 2019 the capital assets remained relatively similar to the previous year as the agency worked with consultants to plan future development projects. $636,034 or 22.7 percent is restricted for the payment of debt incurred by the agency and the remaining net position of$147,164 or 5.3 percent is unrestricted. 9 Town Center Development Agency Management's Discussion and Analysis Town Center Development Agency Statement of Net Position June 30, 2019 2018 ASSETS: Cash and restricted cash $ 806,890 $ 448,592 Receivables 9,428 50,815 Capital assets, net of accumulated depreciation 3,740,940 3,755,070 Total assets 4,557,258 4,254,477 LIABILITIES: Accounts payable and other short-term liabilities 813,120 139,538 Long-term liabilities 940,705 1,537,432 Total liabilities 1,753,825 1,676,970 NET POSITION: Net investment in capital assets 2,020,235 2,087,638 Restricted for debt service 636,034 456,914 Unrestricted 147,164 32,955 Total net position $2,803,433 $2,577,507 Town Center Development Agency Change in Net Position For the Year Ended June 30, REVENUES: 2019 2018 Program revenues $ 107,371 $ 116,739 General revenues 542,651 787,357 Total revenues 650,022 904,096 EXPENSES: Community development 395,110 115,508 Interest on long-term debt 28,986 32,943 Total expenses 424,096 148,451 Change in net position 225,926 755,645 Net position-beginning 2,577,507 1,821,862 Net position-ending $ 2,803,433 $ 2,577,507 10 Town Center Development Agency Management's Discussion and Analysis Capital Assets and Debt Administration Capital Assets As of June 30, 2019 the agency had invested $3,740,940 in capital assets as reflected in the following table: Governmental Activities 2019 2018 Land $ 985,504 $ 985,504 Construction in progress 1,257,863 1,230,265 Infrastructure 1,669,087 1,669,087 Accumulated depreciation (171,514) (129,786) Total $3,740,940 $3,755,070 On November 24, 2015 the agency acquired two property lots (Main Street Saxony properties) in the downtown area from the city. Per the Purchase and Sale Agreement between the city and the agency,the purchase price for these properties was $515,000 (representing the original purchase price for the property paid by the city) or the amount established by an independent MAI appraisal, whichever is greater, with $1.00 due at closing and the balance due on June 30, 2017. The agency received two Brownfield grants to demolish buildings and perform pollution remediation in order to facilitate future development of the properties. The project was completed by June 30, 2019, with final approval issued by Department of Environmental Quality. Additional information on the agency's capital assets can be found on page 26-27 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 2018-19,the agency did receive a loan from the city in the amount of$183,273. In fiscal year 2015 the agency borrowed $1,300,000 from a financial institution to purchase property located in the downtown area. Payments of principal and interest are due in March and September annually until the final payment in September of 2019. Total debt decreased by $130,000 during the current fiscal year. Additional information on the agency's debt can be found on pages 27-29 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 11 Town Center Development Agency Management's Discussion and Analysis increment revenue. The focus of the fiscal year 2018-19 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 2019-20 budget. The budget for fiscal year 2019-20 will include construction of public restrooms in the Tigard Rotary Plaza and a portion of the Tigard Street Heritage Trail as well as developing plans for a larger Downtown plaza. 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 2018-19,the total debt issued is$3.24 million with additional debt financing in fiscal year 2019-20 for capital improvement projects in the downtown area. 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 2018- 19,the total debt issued is$183,000. 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, 2019 Governmental Activities ASSETS: Cash and cash equivalents $ 180,284 Property taxes receivable 8,154 Interest receivable 1,274 Restricted cash and cash equivalents 626,606 Land and construction in progress 2,243,368 Other capital assets, net of accumulated depreciation 1,497,572 Total assets 4,557,258 LIABILITIES: Accounts payable and other accrued liabilities 33,120 Due within one year: Bank loan payable 780,000 Due within more than one year: Advances from city 940,705 Total liabilities 1,753,825 NET POSITION: Net investment in capital assets 2,020,235 Restricted for debt service 636,034 Unrestricted 147,164 Total net position $ 2,803,433 The accompanying notes are an integral part of the basic financial statements. 16 Town Center Development Agency Statement of Activities Year Ended June 30, 2019 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 $ 395,110 $ 107,371 $ (287,739) Interest on long-term debt 28,986 - (28,986) Total governmental activities $ 424,096 $ 107,371 (316,725) General revenues: Property taxes 509,680 Interest earnings 16,182 Miscellaneous 16,789 Total revenues 542,651 Change in net position 225,926 Net position - beginning 2,577,507 Net position -ending $ 2,803,433 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 30,2019 Total Capital Debt Governmental Projects Service Funds ASSETS: Cash and cash equivalents $ 180,284 $ - $ 180,284 Property taxes receivable - 8,154.00 8,154.00 Interest receivable - 1,274 1,274 Restricted cash and cash equivalents - 626,606 626,606 Total assets $ 180,284 $ 636,034 $ 816,318 LIABILITIES: Accounts payable and accrued liabilities $ 33,120 $ - $ 33,120 Total liabilities 33,120 - 33,120 DEFERRED INFLOWS OF RESOURCES: Unavailable revenues-property taxes - 6,722 6,722 Total deferred inflows of resources - 6,722 6,722 FUND BALANCES: Restricted for debt service - 629,312 629,312 Unassigned 147,164 - 147,164 Total fund balances 147,164 629,312 776,476 Total liabilities,deferred inflows of resources and fund balances $ 180,284 $ 636,034 Capital assets used in governmental activities are not financial resources and are not reported in the funds. 3,740,940 Long-term assets are not available to pay for current period expenditures and, 6,722 Long-term liabilities-not reported in the funds: Loan from City of Tigard, not due and payable in the current period (940,705) Loan from financial institution, not due and payable in the current period (780,000) Net Position of Governmental Activities $ 2,803,433 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 30,2019 Total Capital Debt Governmental Projects Service Funds REVENUES: Taxes $ - $ 521,050 $ 521,050 Rental revenues 107,371 - 107,371 Interest earnings 50 16,132 16,182 Intergovernmental revenues 14,349 - 14,349 Miscellaneous revenues 2,440 - 2,440 Total revenues 124,210 537,182 661,392 EXPENDITURES: Community Development 353,381 - 353,381 Capital projects 27,599 - 27,599 Debt service Principal - 130,000 130,000 Interest - 28,986 28,986 Total expenditures 380,980 158,986 539,966 Change in fund balance before other financing sources(uses) (256,770) 378,196 121,426 Other financing sources(uses): Transfers in 187,706 - 187,706 Transfers out - (187,706) (187,706) Debt Proceeds 183,273 - 183,273 Total other financing sources(uses) 370,979 (187,706) 183,273 Change in fund balance 114,209 190,490 304,699 Fund balance-beginning 32,955 438,822 471,777 Fund balance-ending $ 147,164 $ 629,312 $ 776,476 Net change in fund balances-total governmental funds $ 304,699 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 27,599 Depreciation reported in the government-wide statements (41,729) Property taxes that do not provide current financial resources (11,370) Long-term liabilities not reported in the funds (183,273) Principal payments expensed on the fund financial statements 130,000 Change in Net Position of Governmental Activities $ 225,926 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.tigard-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 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 25 Town Center Development Agency Notes to the Basic Financial Statements 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. 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 30,2019 the agency's share of the city's cash and investment pool, including restricted and unrestricted,totaled $806,890 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.DhD 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. 26 Town Center Development Agency Notes to the Basic Financial Statements Balance Balance June 30, 2018 Additions Deletions Transfers June 30, 2019 Land $ 985,504 $ - $ - $ - $ 985,504 Construction in Progress 1,230,265 27,599 - - 1,257,864 Infrastructure 1,669,087 - - - 1,669,087 Total cost 3,884,856 27,599 - - 3,912,455 Depreciation Infrastructure (129,786) (41,729) - - (171,515) Capital assets, net $ 3,755,070 $ (14,130) $ - $ - $ 3,740,940 6. Leased Property In connection with acquiring property and a building in the downtown area,the agency assumed a lease agreement as the lessor that extends through July 31, 2021. The lease has the option of one additional extension of three years. The property and building are recorded at $1,360,929 less the related accumulated depreciation of$63,192 for a net book value of$1,297,737. Minimum future rental income under the lease agreement is as follows: Year ending June 30 2020 $ 95,040 2021 95,040 $ 190,080 7. 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 2018-19, the CCUR issued $3.24 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 2018-19, the TTUR issued $183,000 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 27 Town Center Development Agency Notes to the Basic Financial Statements 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 2019 the agency received a loan from the city in the amount of $183,273 for the Tigard Triangle Capital Projects fund. In fiscal year 2019 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, 2019, the bank loan principal outstanding was$780,000. Future principal and interest payments on the bank loan and the city loans are as follows: Borrowing Transactions Interest Outstanding Outstanding Due in one Outstanding Loans June 30,2018 Additions Paid June 30,2019 Paid 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 - - Bank loan payable 910,000 - (130,000) 780,000 25,055 780,000 Total $ 1,667,432 $ 183,273 $ (130,000) $ 1,720,705 $ 28,986 $ 780,000 28 Town Center Development Agency Notes to the Basic Financial Statements Future requirements related to long-term borrowing are as follows: Fiscal Year Ending Loans from the City Bank Loan Totals June 30 Principal Interest Principal Interest Principal Interest 2020 $ - $ 4,443 $ 780,000 $ 11,681 $ 780,000 $ 16,124 2021 - 8,972 - - - 8,972 2022 - 8,972 - - - 8,972 2023 - 8,972 - - - 8,972 2024 - 8,972 - - - 8,972 2025-2029 287,274 42,639 - - 287,274 42,639 2030-2034 448,764 30,736 - - 448,764 30,736 2035-2040 204,667 11,993 - - 204,667 11,993 $ 940,705 $ 125,699 $ 780,000 $ 11,681 $ 1,720,705 $ 137,378 8. 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, 2019. 9. Subsequent Event: On August 29, 2019 the city entered into a financing agreement with Key Government Finance to refinance the existing loan with US Bank,which has a balloon payment of$780,000 due on September 2, 2019 and provide additional funding for urban renewal projects. The existing $1.3 million loan with US Bank was made in 2014 to purchase property on Burnham Street. As part of the new financing agreement, the city was approved to borrow $5,149,000 to fund future urban renewal projects in addition to the $780,000 balloon payment to US Bank for a total borrowing of$5,929,000. 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. Future projects funded under the new financing agreement include Universal Plaza, Fanno Creek Overlook,trail lighting and a public restroom. 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, 2019 Variance with Budgeted Amounts Actual Final Budget Original Final Amounts Over(Under) REVENUES: Intergovernmental revenues $ - $ - $ 4,349 $ 4,349 Rental revenues 95,000 95,000 107,371 12,371 Interest Earnings - - 50 50 Miscellaneous revenues 390,000 390,000 2,440 (387,560) Total revenues 485,000 485,000 114,210 (370,790) EXPENDITURES: Community development - 144,950 160,108 (15,158) Capital projects* 400,950 316,500 27,599 288,901 Total expenditures 400,950 461,450 187,707 273,743 Change in fund balance before other financing sources (uses) 84,050 23,550 (73,497) (97,047) OTHER FINANCING SOURCES: Transfers in 306,000 366,500 187,706 (178,794) Total other financing sources 306,000 366,500 187,706 (178,794) Change in fund balance 390,050 390,050 114,209 (275,841) Fund balance - Beginning of the year - - 32,955 32,955 Fund balance - End of the year $ 390,050 $ 390,050 $ 147,164 $ (242,886) *For budgetary purposes expenditures are appropriated as capital projects, however on the GAAP statements non-capital transactions are recorded as program expenditures. 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, 2019 Variance with Budgeted Amounts Actual Final Budget Original Final Amounts Over(Under) REVENUES: Intergovernmental revenues $ 340,246 $ 340,246 $ 10,000 $ (330,246) EXPENDITURES: Community Development 690,196 690,196 193,273 496,923 Capital projects* 1,000 1,000 - 1,000 Total expenditures 691,196 691,196 193,273 497,923 Change in fund balance before other financing sources (uses) (350,950) (350,950) (183,273) 167,677 OTHER FINANCING SOURCES: Transfers in 350,950 350,950 - (350,950) Debt Proceeds - - 183,273 183,273 Total other financing sources 350,950 350,950 183,273 (167,677) 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, 2019 Variance with Budgeted Amounts Actual Final Budget Original Final Amounts Over(Under) REVENUES: Property taxes $ 492,519 $ 492,519 $ 521,050 $ 28,531 Interest earnings 1,500 1,500 16,132 14,632 Total revenues 494,019 494,019 537,182 43,163 EXPENDITURES: Debt service:* Principal 133,500 133,500 130,000 3,500 Interest 29,052 29,052 28,986 66 Total expenditures 162,552 162,552 158,986 3,566 Change in fund balance before other financing sources (uses) 331,467 331,467 378,196 46,729 OTHER FINANCING USES Transfers out (306,000) (366,500) (187,706) 178,794 Reserve for future expenditure (189,467) (189,467) - 189,467 Total other financing sources (uses) (495,467) (555,967) (187,706) 368,261 Change in fund balance (164,000) (224,500) 190,490 414,990 Fund balance - Beginning of the year 164,000 224,500 438,822 214,322 Fund balance - End of the year $ - $ - $ 629,312 $ 629,312 * 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, 2019 Variance with Budgeted Amounts Actual Final Budget Original Final Amounts Over(Under) REVENUES: Property taxes $382,689 $382,689 $ - $ (382,689) Change in fund balance before other financing sources (uses) 382,689 382,689 - (382,689) OTHER FINANCING SOURCES (USES) Transfers out (350,950) (350,950) - 350,950 Reserve for future expenditure (31,739) (31,739) - 31,739 Total other financing sources (uses) (382,689) (382,689) - 382,689 Change in fund balance - - - - Fund balance - Beginning of the year - - - - Fund balance - End of the year $ - $ - $ - $ - * 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, 2019, and have issued our report thereon dated December 5, 2019. 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 None Noted Assets, 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 test 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. For Moss Adams LLP Portland, Oregon December 5, 2019 41