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HomeMy WebLinkAbout07 APPROVE AGREEMENT FOR INDEPENDENT AUDIT SERVICESMEETING DATE: APRIL 5, 2016 TO: JEFFREY C. PARKER, CITY MANAGER FROM: MATTHEW S. WEST, ACTING FINANCE DIRECTOR SUBJECT: APPROVE AGREEMENT FOR INDEPENDENT AUDIT SERVICES SUMMARY: The City sent Request for Proposals (RFP) to independent certified public accounting firms to audit its financial statements through the fiscal year ending June 30, 2018, with the option of auditing its financial statements for each of the two subsequent fiscal years. The Audit Commission reviewed the RFP's submitted and selected White Nelson Diehl Evans, LLP (WNDE) as the firm that should complete the auditing services. RECOMMENDATION: It is recommended, based on the advisement of the Audit Commission, that the City Council approve WNDE as the independent certified public accounting firm to audit its financial statements through the fiscal year ending June 30, 2018, with the option of auditing its financial statements for each of the two subsequent fiscal years. Staff also requests Council authorize the City Manager to execute the agreement with WNDE subject to any non -substantive modifications as may be deemed necessary and/or recommended by the City Attorney. FISCAL IMPACT: The fees for the annual audit services are not to exceed $45,400.00 for each of the 2015/2016 and 2016/2017 fiscal years audited. The fees for fiscal year 2017/2018 would be $46,308, an increase of 2%. If the two subsequent fiscal years are audited the fees for fiscal year 2018/2019 are $47,234 (2% increase) and for fiscal year 2019/2020 are $48,179 (2% increase). The allocation of the annual auditing fees is 75% to the General Fund and 25% to the Water Enterprise Fund. DISCUSSION: For the past five fiscal years the annual audits were completed by WNDE. It is the City's practice to solicit proposals every five years, which is consistent with Governmental Accounting Standards Board (GASB) best practices, to ensure that audit independence and reasonably priced services are maintained. If the City is satisfied with the current audit firm's work, then that firm may submit a proposal. Therefore, an RFP was developed and sent to six independent auditing firms: Davis Farr, LLP; Lance, Soll & Lunghard, LLP (LSL); Macias Gini & O'Connell, LLP; Rogers, Anderson, Malody & Scott, LLP; Ross R. Bonnie & Associates; White Nelson Diehl Evans, LLP. Of the six APPROVE AGREEMENT FOR INDEPENDENT AUDIT SERVICES April 5, 2016 Page 2 firms, Macias Gini & O'Connell, LLP and Ross R. Bonnie & Associates did not submit a proposal. The four proposals received were forwarded to the Audit Commission. After review of the four proposals by City staff, two proposals were rejected. Rogers, Anderson, Malody & Scott, LLP (RAMS) and Davis Farr, LLP did not continue in the process. We contacted two of RAMS recent government clients, and based on their feedback determined that the firm would not be able to meet our expectations in preparing the Comprehensive Annual Financial Report (CAFR) in accordance with our City's timeframe and staffing needs. Davis Farr was not selected, as their first peer review is in the scheduling process for the summer of 2016. The City's evaluation criteria require that firms have undergone a recent external quality control review. Firms which do not meet this basic requirement are eliminated from the process. This is considered an essential qualification which cannot be overcome by other considerations or credentials. Both of these firms were notified of the results. The Audit Commission reviewed each of the two remaining proposals and awarded points to each firm based on predefined qualifications. The cost for services bids were submitted in sealed envelopes and not opened by the Audit Commission until after the proposals were discussed at the March 10, 2016 Audit Commission special meeting. Representatives from WNDE and LSL were present at that meeting to make a presentation and answer any questions the Commissioners may have had. WNDE was the highest scoring firm. WNDE is a large regional full service Certified Public Accounting firm that has been in existence for more than 80 years. It has offices in Irvine, Carlsbad, and Escondido, California. The firm has devoted a large portion of its practice to providing professional services to governmental agencies since 1950. In order to achieve the City's objectives while maintaining audit quality and reducing costs to the City, WNDE put together an entirely new engagement team which will provide a fresh look during the audits of the City. The scope of services the firm will complete for the three years ending June 30, 2018 are: • The annual financial audit of the basic financial statements in accordance with Governmental Auditing Standards; preparation of the City's Comprehensive Annual Financial Report (CAFR); • A management letter containing any comments or recommendations resulting from the review of the systems of internal controls in connection with the financial audit; a report communicating information related to the audit to those in charge of governance at the conclusion of the audit; • A financial and compliance audit of the Successor Agency to the Tustin Redevelopment Agency; APPROVE AGREEMENT FOR INDEPENDENT AUDIT SERVICES April 5, 2016 Page 3 • A Single Audit of Federal Grants to be performed to meet the requirement of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards (Uniform Guidance); • Agreed upon procedures review of the calculation of the City's GANN Appropriations Limit (GANN), as required by Section 1.5 of the Article X11113 of the California Constitution; and, • The preparation of the State Controller's Reports for the City of Tustin. Mahew S. VVest Actng Finance Director Attachment: Professional Services Agreement Audit Services PROFESSIONAL SERVICES AGREEMENT AUDIT SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES (the "Agreement") is made and entered into this day of , 2016 by and between the City of Tustin, a California general law city ("City") and White Nelson Diehl Evans, LLP ("Firm"). RECITALS A. City requires the services of Firm to perform professional audit services for the City and related accounts. B. City circulated the Request for Proposal for annual auditing services attached hereto as Exhibit A (the "RFP"), and in response Firm submitted to City a Technical Audit Proposal attached hereto as Exhibit B (the "Proposal") to provide such services to City pursuant to the terms of this Agreement. C. Based on its experience, education, training, and reputation, Firm is qualified to provide the necessary services to City for the project and desires to provide such services. D. City desires to retain the services of Firm for the project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Firm and Firm agrees to provide services to the City as follows: 1. FIRM SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Firm shall provide those services specified in the RFP and the Proposal (hereinafter referred to as the "Scope of Services"). In the event of any conflict or inconsistency between the terms contained in the RFP and the Proposal, the terms set forth in the RFP shall govern; and in the event of any conflict or inconsistency in the terms of the Scope of Services and the terms set forth in the body of this Agreement, the terms set forth in the body of this Agreement shall govern. 1.1.1 Additional Services. Additional services beyond those described in the Scope of Services, and additional compensation for additional services, must be approved in writing by City in the manner set forth in Section 3.3 ("Changes") of this Agreement. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Firm in accordance with all applicable City, federal, state, and local laws, statutes, and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 1.3 Licenses and Permits. Firm shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services 1 required by this Agreement. Firm represents and warrants that it or its employees possess all professional licenses required to provide the professional services with the Scope of Work. 1.4 Familiarity with Work. By executing this Agreement, Firm warrants that Firm (a) has thoroughly investigated and considered the work to be performed, (b) has investigated the site of the work and become fully acquainted with the conditions there existing, (c) has carefully considered how the work should be performed, and (d) fully understands the facilities, difficulties and restrictions attending performance of the work differing from those inherent in the work or as represented by City, Firm shall immediately inform City of such fact and shall not proceed with any work except at Firm's risk until written instructions are received from the Contract Officer. 1.5 Care of Work. As a material inducement for City to enter into this Agreement, Firm represents and warrants that Firm is a provider of first class work and professional services and that Firm is experienced in performing the Services contemplated herein and, in light of such status and experience, Firm covenants that it shall follow the highest professional standards in performing the Services required hereunder. For purposes of this Agreement, the phrase "highest professional standards" shall mean those standards of practice recognized as high quality among well-qualified and experienced professionals performing similar work under similar circumstances. In addition, Firm shall adopt and follow reasonable procedures and methods during the term of the Agreement to prevent loss or damage to materials, papers, or other components of the work, and shall be responsible for all such damage until acceptance of the work by City, except such loss or damages as may be caused solely by City's own wrongful acts or negligence. 2. TIME FOR COMPLETION The time for completion of the services to be performed by Firm is an essential condition of this Agreement. Firm shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in the Scope of Services. Firm shall not be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Firm. Delays shall not entitle Firm to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF FIRM 3.1 Compensation of Firm. Total compensation for the services hereunder shall not exceed forty-five thousand four hundred Dollars ($45,400.00) for each of the fiscal years audited through June 30, 2017 (e.g., 2015/16, and 2016/17) as set forth in the Scope of Work (the "Maximum Contract Amount"). Total compensation for the 2017/18 audit shall not exceed forty-six thousand three hundred eight Dollars ($46,308). Total compensation for the 2018/19 audit, if City elects to extend the engagement herein, shall not exceed forty-seven thousand two hundred thirty-four Dollars ($47,234), and if City again elects to extend the engagement herein, then total compensation shall not exceed forty-eight thousand one hundred seventy-nine Dollars ($48,179) for the 2019/20 audit (the "Extension Maximum Amounts"). Included within the compensation are all of Firm's ordinary office and overhead expenses incurred by its agents and employees, including mileage, meetings with City representatives and incidental costs to perform 2 the stipulated services, including without limitation reproduction costs, telephone expenses, and transportation expenses. Such expenses are subject to and included within the Maximum Contract Amount and the Extension Maximum Amounts. The Maximum Contract Amount and any Extension Maximum Amounts shall also include the attendance of Firm at all Project meetings reasonably deemed necessary by the City. Firm shall not be entitled to any increase in the Maximum Contract Amount or any Extension Maximum Amounts for attending these meetings. Firm hereby acknowledges that it accepts the risk that the services and expenses identified in the Scope of Work may be more costly and/or time-consuming than Firm anticipates, that Firm shall not be entitled to additional compensation therefore, and that the provisions of Section 3.3 shall not be applicable to the services identified in the Scope of Work. The maximum amount of City's payment obligations under this section are the amounts specified herein. The services shall be billed to the City at the hourly rate set forth in Exhibit "B;" however, if the City's maximum payment obligation under the Maximum Contract Amount or any Extension Maximum Amount is exceeded, Firm shall nevertheless complete the Work without liability on the City's part for further payment beyond the Maximum Contract Amount or the applicable Extension Maximum Amount. 3.2 Method of Payment. In any month in which Firm wishes to receive payment, Firm shall no later than the fifteenth working day of the succeeding month, submit to City in the form approved by City, an invoice for services satisfactorily completed in the calendar month preceding the invoice. Payments shall be based on the pricing schedule or hourly rates as set forth in the schedule of fees in the Scope of Services for authorized services performed. City shall pay Firm all uncontested sums based on invoices which are approved by City consistent with this Agreement, within thirty (30) days of receipt of Firm's invoice. 3.3 Changes. In the event of any change or changes in the Scope of Services, or the performance of services that are outside the Scope of Services, is requested by either party, the revision to the Scope of Services shall not take effect until approved in writing and approved in accordance with this Section. Revisions to the Scope of Services shall be made only by execution of a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. City Council approval of an amendment shall be required for changes resulting in the Maximum Contract Amount being exceeded by more than ten percent (10%) at any time, or resulting in the Extension Maximum Amount being exceeded by more than ten percent (10%) in any single Extension year. Changes not requiring City Council approval may be approved in writing by the Contract Officer. 3.4 Appropriations. The Agreement is subject to and contingent upon funds being appropriated therefore by the City Council for each fiscal year covered by the Agreement. If such appropriations are not made, this Agreement shall automatically terminate without penalty to City. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement. 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed-upon schedule of performance set forth in the Scope of 3 Services. The extension of any time period must be approved in writing by the Contract Officer. If no schedule of performance is set forth in the Scope of Services, then satisfactory completion of all services shall occur prior to the expiration of the Term, or any extension thereof, set forth in Section 4.4. 4.3 Force Maieure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Firm, including, but not limited to, acts of God or a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Firm shall within ten (10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 8.5 of this Agreement, the term of this Agreement shall commence on the effective date of this Agreement, and all services required under this Agreement shall be completed no later than June 30, 2019 for the financial statements for fiscal years 2015/16, 2016/17, and 2017/18. City at its sole discretion shall have the option to extend the engagement for up to two subsequent one-year terms to include financial statements for fiscal years 2018/19 and 2019/20. 4.4.1 Survival of Expiration/Termination. The following sections of this Agreement shall survive any expiration or termination of this Agreement: Section 3.4; Section 5.4 (including sections 5.4.1 through 5.4.3); Sections 6.1 (including sections 6.1.1 through 6.1.6) and 6.2; Section 7.2, 7.3, 7.4 (including sections 7.4.A, 7.4.13, and 7.4.c) and 7.5; Sections 8.1, 8.2, 8.3, 8.4, 8.5, 8.6; Sections 9.1, and 9.2; Sections 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7. 5. COORDINATION OF WORK 5.1 Representative of Firm. The following principal of Firm is hereby designated to be the principal and representative of Firm authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: Nitin P. Patel, Partner. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Firm and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Firm without express written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. It shall be the Firm's responsibility to keep the Contract Officer fully informed of the progress of the performance of the services and Firm shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 4 5.3 Prohibition Against Subcontracting or Assignment. The experience, knowledge, education, capability, and reputation of Firm, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Firm shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. 5.4.1 The legal relationship between the Parties is that of an independent contractor, and nothing herein shall be deemed to make Firm a City employee. During the performance of this Agreement, Firm and its officers, employees, and agents shall act in an independent capacity and shall not act as City officers or employees. The personnel performing the Services under this Agreement on behalf of Firm shall at all times be under Firm's exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Firm or any of its officers, employees, or agents, except as set forth in this Agreement. Firm, its officers, employees, or agents shall have no voice in the selection, discharge, supervision, or control of Firm's employees, servants, representatives, or agents, or in fixing their number, compensation, or hours of service. Firm shall pay all wages, salaries, and other amounts due its employees in connection with this Agreement and shall be responsible for all reports and obligations respecting them, including but not limited to social security income tax withholding, unemployment compensation, workers' compensation, and other similar matters. City shall not in any way or for any purpose be deemed to be a partner of Firm in its business or otherwise a joint venturer or a member of any joint enterprise with Firm. Firm shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.4.2 Firm shall not incur or have the power to incur any debt, obligation, or liability against City, nor bind City in any manner. 5.4.3 No City benefits shall be available to Firm, its officers, employees, or agents in connection with any performance under this Agreement. Except for professional fees paid to Firm as provided for in this Agreement, City shall not pay salaries, wages or other compensation to Firm for the performance of Services under this Agreement. City shall not be liable for compensation or indemnification to Firm, its officers, employees, or agents, for injury or sickness arising out of performing Services hereunder. If for any reason any court or governmental agency determines that the City has financial obligations, other than pursuant to Sections 3.1 and 3.3 herein, of any nature relating to salary, taxes, or benefits of Firm's officers, employees, servants, representatives, subcontractors, or agents, Firm shall indemnify City for all such financial obligations. 5.5 Personnel. Firm agrees to assign the individuals named in Exhibit "B" to perform the services set forth herein. Firm shall not alter the assignment of the personnel without the prior written approval of the Contract Officer. The City shall have the unrestricted right to order the removal of any personnel assigned by Firm by providing written notice to Firm. 5 5.6 Conflicts of Interest. Firm covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of the services contemplated by this Agreement. No person having such interest shall be employed by or associated with Firm. 6. INSURANCE AND INDEMNIFICATION 6.1 Insurance. Firm shall procure and maintain, at its sole cost and expense, in a form and content satisfactory to City, the insurance described herein for the duration of this Agreement, including any extension thereof, or as otherwise specified herein, against claims which may arise from or in connection with the performance of the service hereunder by Firm, its agents, representatives, or employees. Such insurance shall be kept in full force and effect during the term of this Agreement and any Extension thereof approved by the City. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Firm's obligation to defend and indemnify City, its elected officials, officers, agents, employees, and volunteers. 6.1.1 Minimum Insurance Coverage. Except as otherwise authorized below for professional liability (errors and omissions) insurance, all insurance provided pursuant to this Agreement shall be on an occurrence basis. The minimum types and amount of insurance required hereunder shall be as follows: A. Errors and Omissions Insurance. Firm shall obtain and maintain in full force and effect throughout the term of this Agreement and any extensions approved by the City, professional liability (errors and omissions) insurance coverage in an amount of not less than Five Million Dollars ($5,000,000.00) per claim or occurrence with an aggregate of Ten Million Dollars ($10,000,000), in accordance with the provisions of this section. (1) Firm shall either: (a) certify in writing to the City that Firm is unaware of any professional liability claims made against Firm and is unaware of any facts which may lead to such a claim against Firm; or (b) if Firm does not provide the certification pursuant to (a), Firm shall procure from the professional liability insurer an endorsement providing that the required limits of the policy shall apply separately to claims arising from errors and omissions in the provision of services pursuant to this Agreement. (2) If the policy of insurance is written on a "claims made" basis, the policy shall be continued in full force and effect at all times during the term of this Agreement, and for a period of three (3) years from the date of the completion of the Services provided hereunder, and each such policy term shall cover "prior acts" occurring during all periods during which services are being provided pursuant to this Agreement. The coverage for prior acts shall be evidenced by either a new policy evidencing no gap in the prior acts coverage period, or by obtaining separate extended "tail" coverage with the present or new carrier or other insurance arrangements providing for complete prior acts coverage, either of which shall be subject to the written approval by the Contract Officer. (3) In the event the policy of insurance is written on an "occurrence" basis, the policy shall continue in full force and effect during the term of this Agreement, or until 6 completion of the Services provided for in this Agreement, whichever is later. In the event of termination of the policy during this period, new coverage shall immediately be obtained to ensure coverage during the entire course of performing the Services under the terms of this Agreement. B. Workers' Compensation Insurance. Firm shall obtain and maintain, in full force and effect throughout the term of this Agreement, workers' compensation insurance in at least the minimum statutory amounts, and in compliance with all other statutory requirements, as required by the State of California, and Employer Liability Insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease. Firm agrees to waive and obtain endorsements from its workers' compensation insurer waiving subrogation rights under its workers' compensation insurance policy against the City, its council members, officers, employees, and agents and to require each of its subcontractors, if any, to do likewise under their workers' compensation insurance policies. C. Commercial General Liability Insurance. Firm shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of comprehensive general liability insurance with limits of at least One Million Dollars ($1,000,000.00) per occurrence, Two Million Dollars ($2,000,000.00) in the general aggregate, and Two Million Dollars ($2,000,000.00) for products and completed operations. Firm shall either: (a) certify in writing to the City that Firm is unaware of any liability claims made against Firm, and is unaware of any facts which may lead to such a claim against Firm; or (b) if Firm does not provide the certification pursuant to (a), Firm shall procure from the commercial general liability insurer an endorsement providing that the required limits of the policy shall apply separately to occurrences during the rendition of services pursuant to this Agreement. D. Business Automobile Insurance. Firm shall obtain and maintain, in full force and effect throughout the term of this Agreement, a policy of business automobile liability insurance written on a per occurrence basis with a single limit liability in the amount of One Million Dollars ($1,000,000.00) bodily injury and property damage. The policy shall include coverage for owned, non-owned, leased, and hired cars. 6.1.2 Sufficiency of Insurers. Insurance required herein shall be issued by a licensed company authorized to transact business in the State by the Department of Insurance for the State of California with a current rating of A-:VII or better (if an admitted carrier), or a current rating of A:X or better if offered by a non-admitted insurer listed on the State of California List of Eligible Surplus Lines Insurers (LESLI), by the latest edition of A.M. Best's Key Rating Guide, except that the City will accept workers' compensation insurance from the State Compensation Fund. 6.1.3 Endorsement and Verification of Coverage. Prior to commencement of services hereunder, Firm shall obtain and deliver to City approved insurance endorsements providing all of the following: (1) insurance coverage shall be primary insurance as respects City and its respective elected officials, officers, employees, agents, and volunteers; and (2) any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Firm's insurance and shall not contribute with it; and (3) as to the commercial general liability and automobile liability policy, the City and its respective elected officials, officers, employees, agents, and volunteers shall be endorsed as additional insured in accordance with standard ISO additional insured endorsement form CG2010(1185) or equivalent language (Additional insured endorsements are not required for Professional Liability or Workers' Compensation policies); and (4) as to Workers' Compensation Insurance, the insurer waives all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. Firm shall furnish City with both original certificates of insurance and all required endorsements, affecting all of the coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. City reserves the right to require Firm's insurers to provide complete, certified copies of the required insurance policies at any time. Each insurance policy required by this section shall be endorsed to state that coverage shall not be suspended, voided, cancelled, or modified by either Party, or reduced in coverage or in limits, except after thirty (30) days prior written notice by First Class U.S. Mail, postage- prepaid, has been provided to the City. Notwithstanding the foregoing in this subsection, if coverage is to be suspended, voided, or cancelled because of Firm's failure to pay the insurance premium, the notice provided to City shall be by ten (10) days prior written notice. An endorsement indicating that an insurer will "endeavor to" provide City such notice (or similar words) shall not be a sufficient substitute for the actual notice required herein. If Firm cannot obtain an endorsement committing the insurer to provide City with the required notice of termination, then Firm shall provide written evidence establishing to City's satisfaction that 100 percent of the amount of the full premium for the entire period of coverage provided by that insurer has been pre-paid. Firm represents and warrants that Firm has confirmed with its insurers the existence and amounts of the required coverage and confirmed the willingness of each insurer to provide the required endorsements. If, after executing this Agreement, Firm is unable to procure one or more required endorsements from its existing insurer(s), Firm shall take those steps necessary (at Firm's sole cost) to procure the required insurance and endorsements from other insurers providing the required coverage, if necessary. 6.1.4 Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions must be declared to and approved by the City. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers, or, Firm shall procure a bond guaranteeing payment of the deductible or self-insured retention in the event of any covered claim. 6.1.5 Separation of Insured; No Special Limitations. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. 8 6.1.6 Replacement or Renewal. During any period of time during which insurance is required to be maintained hereunder, Firm shall provide proof that policies of insurance required herein expiring or otherwise terminated, cancelled, or non-renewed during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. Endorsements as required in this Agreement applicable to the renewing or new coverage shall be provided to City no later than ten (10) days prior to expiration of the lapsing coverage. 6.2 Indemnification. To the fullest extent permitted by law, Firm shall indemnify, defend (at Firm's sole cost and expense), protect and hold harmless City and its officers, Board members, member agencies, officials, employees, attorneys, agents and volunteers and all other public agencies whose approval of the Project is required, (individually "Indemnified Party"; collectively "Indemnified Parties") against any and all liabilities, claims, judgments, arbitration awards, settlements, costs, demands, orders and penalties (collectively "Claims"), including but not limited to Claims arising from injuries or death of persons (Firm's employees included) and damage to property, which Claims, omissions, recklessness, or willful misconduct of Firm, its agents, employees, or subcontractors, or arise from Firm's negligent, reckless, or willful performance of or failure to perform any term, provision, covenant, or condition of this Agreement ("Indemnified Claims"), but Firm's liability for Indemnified Claims shall be reduced to the extent such Claims arise from the willful misconduct or gross negligence of the City, its officers, Council Members, officials, and employees. Firm shall reimburse the Indemnified Parties for any reasonable expenditures, including reasonable attorneys' fees, expert fees, litigation costs, and expenses that each Indemnified Party may incur by reason of Indemnified Claims. Upon request by an Indemnified Party, Firm shall defend with legal counsel reasonably acceptable to the Indemnified Party all Claims, whether or not Firm is named as a party to the Claim proceeding and prior to a final court determination whether a Claim is fully or partially an Indemnified Claim. In the event a final judgment, arbitration award, order, settlement or other final resolution expressly determines that Claims was not an Indemnified Claim to any extent, then City shall reimburse Firm for the reasonable costs of defending the Indemnified Parties against such Claims, except City shall not reimburse Firm for attorneys' fees, expert fees, litigation costs, and expenses that were incurred defending Firm or any parties other than Indemnified Parties against such claims. Firm's indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement. This Section 6.2 is intended for the benefit of third party Indemnified Parties not otherwise a party to this Agreement. 7. RECORDS AND REPORTS 7.1 Reports. Firm shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 7.2 Records. Firm shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access 9 to such books and records at all reasonable times, including the right to inspect, copy, audit and make records and transcripts from such records. 7.3 Ownership of Documents. All reports, information, data and exhibits prepared or assembled by Firm in connection with the performance of its services pursuant to this Agreement are confidential to the extent permitted by law, and Firm agrees that they shall not be made available to any individual or organization without prior written consent of the City. All final reports and exhibits shall be the property of the City and shall be delivered to the City upon demand without additional costs or expense to the City. The work papers, notes and drafts of documents and reports generated by Firm in the process of conducting the audit or preparing the final reports or final exhibits shall be the work product of Firm, and owned by Firm. 7.4 Release of Documents. Except with the prior written approval of the Contract Officer, or as otherwise required by final order of a court of competent jurisdiction, all drawings, specifications, reports, records, documents, and other materials (collectively "Documents") prepared by Firm in the performance of services under this Agreement shall not be released publicly or to any individual or entity not expressly authorized by this Agreement to review such Documents. Firm shall notify City immediately of any request received by Firm to review such Documents. A. Permission to disclose information on one occasion or public hearing held by City relating to this Agreement shall not authorize the Firm to further disclose such information or disseminate the same on any other occasion. B. Firm shall not comment publicly to the press or any other media regarding the Agreement or City's actions on the same, except to City's staff, Firm's own personnel involved in the performance of this Agreement, at public hearings, or in response to questions from a Legislative committee. C. Firm shall not issue any news release or public relations item of any nature, whatsoever, regarding Work performed or to be performed under this Agreement without prior review of the contents thereof by City, and receipt of City's written permission 7.5 Cost Records. Firm shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 8. ENFORCEMENT OF AGREEMENT 8.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Orange, State of California, 10 or any other appropriate court in such county, and Firm covenants and agrees to submit to the personal jurisdiction of such court in the event of such action. 8.2 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to or approval of any subsequent act of Firm. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 8.3 Rights and Remedies are Cumulative. The rights and remedies of the parties are cumulative and the exercise of one or more of such rights or remedies shall not preclude the exercise of, at the same or different times, that or any other rights or remedies for the same default or any other default by the other party. 8.4 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct or remedy any default, to recover injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 8.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Firm, except that where termination is due to the fault of Firm or the continuation of services would constitute an immediate danger to health, safety, or general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Firm shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Firm shall be entitled to compensation for all services rendered prior to receipt of the notice of termination. 8.6 Attorney Fees. In the event any dispute between the parties with respect to this Agreement results in litigation of any non-judicial proceeding, the prevailing party shall be entitled, in addition to such other relief as may be granted, to recover from the non-prevailing party all reasonable costs and expenses, including but not limited to reasonable attorney fees, expert Firm fees, court costs and all fees, costs, and expenses incurred in any appeal or in collection of any judgment entered in such proceeding. The reasonable amount of attorney fees hereunder shall be calculated multiplying the actual number of hours reasonably spent by the attorney(s) for the prevailing party in such proceeding either: (a) the actual hourly rate of the attorney(s) representing the prevailing party in such proceeding, or (b) Two Hundred Dollars ($200) per hour, whichever is lower. No "lodestar multiplier" shall apply to the calculation of reasonable attorney's fees or costs hereunder. 9. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 9.1 Non-Liability of City Officers and Employees. No officer, director, official, attorney, or employee of City shall be personally liable to the Firm, or any success-in-interest, in the event of any default or breach by City or for any amount which may become due to the Firm or its successor, or for breach of any obligation of the terms of this Agreement. 11 9.2 Covenant Against Discrimination. Firm covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement marital status, disability, sexual orientation, national origin, or ancestry. 10. MISCELLANEOUS PROVISIONS 10.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. To City: City Clerk ATTN: Erica N. Rabe 300 Centennial Way Tustin, CA 92780 Email e.� ktustinca.or To Firm: White Nelson Diehl Evans, LLP ATTN: Nitin P. Patel, Partner 2875 Michelle Drive, Suite 300 Irvine, CA 92606 Email: 1patel cz)wndecpa.com 10.2 Integrated Agreement. The two Parties to this Agreement hereby agree that this Agreement constitutes the entire agreement which is made and concluded in duplicate between the two parties. Both of these Parties, for and in consideration of the payments to be made, conditions mentioned, and Work to be performed, agree to diligently perform in accordance with the terms and conditions of this Agreement as evidenced by the signatures below. This Agreement supersedes all prior negotiations, arrangements, agreements, representations, and understandings, if any, made by or among the Parties with respect to the subject matter hereof. 10.3 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. Amendments affecting the Scope of Services or Compensation shall be approved in accordance with Section 3.3 hereinabove. 10.4 Severability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement, which shall be interpreted to carry out the intent of the parties herein. 10.5 Interpretation. This Agreement shall be construed as a whole according to its fair language and common meaning to achieve the objectives and purposes of the parties. Accordingly, any rule of construction of contracts (including without limitation, California Civil 12 Code Section 1654) that ambiguities are to be construed against the drafting party, shall not be employed in the interpretation of this Agreement. The caption headings of the various sections and paragraphs of this Agreement are for convenience and identification purposes only and shall not be deemed to limit, expand, or define the contents of the respective sections or paragraphs. 10.6 Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement, the parties hereto are formally bound to the provisions of this Agreement. 10.7 Counterparts. This Agreement may be executed in counterparts, and when all parties have so executed the Agreement, such counterparts collectively shall constitute one agreement binding on all parties hereto, notwithstanding that all parties are not signatories to the original or the same counterpart. The parties may also deliver executed copies of this Amendment to each other by facsimile or scanned PDF attachment to email, which facsimile/email signatures shall be binding. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year above written. City of Tustin Date: By: John Nielsen, Mayor ATTEST: Date: By: Erica N. Rabe, City Clerk 13 APPROVED AS TO FORM: Date: By: David E. Kendig, City Attorney White Nelson Diehl Evans, LLP Date: By: Name, Title By: Name, Title 14 EXHIBIT "A" 1 CITY OF TUSTIN REQUEST FOR PROPOSALS BEGINNING FISCAL YEAR ENDING JUNE 30, 2016 I. INTRODUCTION A. General Information The City of Tustin is requesting proposals from qualified firms of Certified Public Accountants to audit its financial statements through the fiscal year ending June 30, 2018, with the option of auditing its financial statements for each of the two subsequent fiscal years. These audits are to be performed in accordance with auditing standards generally accepted in the United States of America, the standards set forth for financial audits in the current U.S. General Accounting Office's (GAO) Government Auditing Standards, the provisions of the federal Single Audit Act, and U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State, Local Governments, and Non-Profit Organizations, as amended. There is no expressed or implied obligation for the City of Tustin to reimburse responding firms for any expenses incurred in preparing proposals in response to this request. To be considered, seven (7) copies of a proposal must be received by Linda Anicich, Finance Executive Assistant, at 300 Centennial Way, Tustin, California, 92780, by 5:00 p.m. on Thursday, February 18, 2016. The City of Tustin reserves the right to reject any or all proposals submitted. Proposals will be evaluated by the City's Audit Commission. The Audit Commission consists of five members selected by the City Council, representative of the citizens and businesses of the community. During the evaluation process, the Audit Commission and the City of Tustin reserve the right, where it may serve the City of Tustin's best interest, to request additional information or clarifications from proposers or to allow corrections of errors or omissions. At the discretion of the City of Tustin or the Audit Commission, firms submitting proposals may be requested to make oral presentations as part of the evaluation process. The City of Tustin reserves the right to retain all proposals submitted and to use any ideas in a proposal regardless of whether that proposal is selected. Submission of a proposal indicates acceptance by the firm of the conditions contained in this Request for Proposals, unless clearly and specifically noted in the proposal submitted and confirmed in the contract between the City of Tustin and the firm selected. City of Tustin RFP Page 1 of 19 It is anticipated the selection of a firm will be completed by March 10, 2016. Following the notification of the selected firm, it is expected a contract will be executed between both parties by March 24, 2016. B. Term of Engagement A three (3) year contract is contemplated, with an option to extend the contract for two one- year periods (possible 5-year total), subject to the annual review and recommendation of the Audit Commission. C. Subcontracting If firms submitting proposals are considering subcontracting portions of the engagement, that fact and the name of the proposed subcontracting firm must be clearly identified in the proposal. Following award of the audit contract, no subcontracting will be allowed without the express prior written consent of the City of Tustin. II. NATURE OF SERVICES REQUIRED A. General The City of Tustin is soliciting the services of qualified firms of Certified Public Accountants to audit its financial statements through the fiscal years ending June 30, 2018, with the option to audit the City of Tustin's financial statements for each of the two (2) subsequent fiscal years, subject to the satisfactory negotiation of terms, including a price acceptable to both the City and the selected firm. These audits are to be performed in accordance with the provisions contained in this Request for Proposals. B. Scope of Work to be Performed The City desires a Comprehensive Annual Financial Report (CAFR) and its component unit financial statements for the City of Tustin and the Successor Agency to the Tustin Community Redevelopment Agency to be prepared by the independent auditor and be fully compliant with GASB 34 for the fiscal year ended June 30, 2016 and each of the subsequent years, June 30, 2017 and 2018 of the auditing firm's contract with the City. The selected independent auditor will be required to perform the following tasks: 1. The auditor shall perform an audit of all funds of the City. The audit shall be conducted in accordance with auditing standards generally accepted in the United States of America and Government Auditing Standards, issued by the Comptroller of the United States. The City's Comprehensive Annual Financial Report (CAFR) will be prepared and printed by the auditing firm. The CAFR will be in full compliance with GASB 34. The auditing firm will render their auditor's report on the basic financial statements which will include both Government-Wide Financial Statements and Fund Financial Statements. The auditing firm will also apply limited audit procedures to Management's Discussion and Analysis (MD&A) and required supplementary information pertaining to the General Fund and each major fund of the City. City of Tustin RFP Page 2 of 19 The auditor is expected to express an opinion on the fair presentation of the financial statements of the Successor Agency to the Tustin Community Redevelopment Agency and Report on Compliance with applicable laws, regulations, and administrative requirements governing its activities. The auditor shall prepare GASB 34 compliant component unit financial statements for each of the engagements. 2. The auditor shall perform a single audit on the expenditures of federal grants in accordance with OMB Circular A-133 and render the appropriate audit reports on Internal Control over Financial Reporting based upon the audit of the City's financial statements in accordance with Government Auditing Standards and the appropriate reports on compliance with Requirements Applicable to each Major Program, Internal Control over Compliance and on the Schedule of Expenditures of Federal Awards in Accordance with OMB Circular A-133. The single audit report will include appropriate schedule of expenditures of federal awards, footnotes, findings and questioned costs, including reportable conditions and material weaknesses, and follow up on prior findings where required. 3. The auditor shall perform agreed-upon auditing procedures pertaining to the City's GANN Limit (Appropriations Limit) and render a letter annually to the City regarding compliance. 4. The auditor shall issue a separate "management letter" that includes recommendations for improvements in internal control, accounting procedures and other significant observations that are considered to be non-reportable conditions. Management letter shall be addressed to the City Manager. 5. The auditor shall prepare and file the Annual State Controller's Report each year by the due date for both the City and the Successor Agency to the Tustin Community Redevelopment Agency. C. Auditing Standards to be Followed To meet the requirements of this Request for Proposals, the audit shall be performed in accordance with generally accepted auditing standards as set forth by the American Institute of Certified Public Accountants, the standards for financial audits set forth in the current U.S. General Accounting Office's Government Auditing Standards, the provisions of the Single Audit Act and the provisions of U.S. Office of Management and Budget (OMB) Circular A-133, Audits of State, Local Governments, and Non-Profit Organizations, as amended. An opinion on compliance with rules and regulations, as published by the Office of the State Controller, will also be required. D. Reports to be issued Following the completion of the audit of the fiscal year's financial statements, the Auditor shall issue: 1. A report on the fair presentation of the financial statements in conformity with generally accepted accounting principles. City of Tustin RFP Page 3 of 19 2. A Single Audit Report. 3. A Financial and Compliance Audit of the Successor Agency to the Tustin Community Redevelopment Agency. 4. An Agreed Upon Procedures Report in connection with annual calculations of appropriations limit. In the required report(s) on internal controls, the Auditor shall communicate any reportable conditions found during the audit. A reportable condition shall be defined as a significant deficiency in the design or operation of the internal control structure, which could adversely affect the organization's ability to record, process, summarize, and report financial data consistent with the assertions of management in the financial statements. Reportable conditions that are also material weaknesses shall be identified as such in the report. Non-reportable conditions discovered by the Auditors shall be reported in a separate letter to management, which shall be referred to in the report(s) on internal controls. The reports on compliance shall include all instances of significant non-compliance. Irregularities and Illegal Acts. Auditors shall be required to make an immediate written report of all irregularities and illegal acts or indications of illegal acts of which they become aware to the following parties: City Manager, City Attorney, and Audit Commission. Reporting to the Audit Commission. Auditors shall assure themselves that the City of Tustin's Audit Commission is informed of each of the following in accordance with Independence Standards Board (ISB) Standard No. 1: 1. The Auditor's responsibility under generally accepted auditing standards 2. Significant accounting policies 3. Management judgments and accounting estimates 4. Significant audit adjustments 5. Other information in documents containing audited financial statements 6. Disagreements with management 7. Management consultation with other accountants 8. Major issues discussed with management prior to retention 9. Difficulties encountered in performing the audit E. Special Considerations 1. The City of Tustin will send its Comprehensive Annual Financial Report to the Government Finance Officers Association of the United States and Canada for review in its Certificate of Achievement for Excellence in Financial Reporting program. It is anticipated that the Auditor will not be required to provide special assistance to the City of Tustin to meet the requirements of that program. 2. The City of Tustin may prepare one or more official statements in connection with the sale of debt securities which will contain the general purpose financial statements and City of Tustin RFP Page 4 of 19 the Auditor's report thereon. The Auditor shall be required, if requested by the fiscal advisor and/or the underwriter, to issue a "consent and citation of expertise" as the Auditor and any necessary "comfort letters" at no additional cost to the City. 3. The City of Tustin has determined that the State Controller's Office will function as the cognizant agency in accordance with the provisions of the Single Audit Act and U.S. Office of Management and Budget (OMB) Circular A-133. 4. The Single Audit Report is not to be included in the Comprehensive Annual Financial Report, but is to be issued separately. 5. A list of findings and other weaknesses from the City of Tustin's most recent financial statement audit are attached to this document (APPENDIX A). F. Working Paper Retention and Access to Working Papers All working papers and reports must be retained, at the Auditor's expense, for a minimum of three (3) years, unless the firm is notified in writing by the City of Tustin of the need to extend the retention period. The Auditor will be required to make working papers available, upon request, to the following parties or their designees: City of Tustin State Controller's Office U.S. General Accounting Office (GAO); and Parties designated by the federal or state governments or by the City of Tustin as part of an audit quality review process; and Auditors of entities of which City of Tustin is a sub-recipient of grant funds Auditors of entities of which the City of Tustin is a component unit In addition, the firm shall respond to the reasonable inquiries of successor Auditors and allow successor Auditors to review working papers relating to matters of continuing accounting significance. III. DESCRIPTION OF THE GOVERNMENT A. Background Information The City of Tustin serves an area of 11.08 square miles with a population of 79,601. The City's fiscal year begins on July 1 and ends on June 30. The City of Tustin is a full service City providing Administration, Community Development, Public Works, Police, and Parks and Recreation services to the community. Fire Protection services are contracted for with the Orange County Fire Authority. The City of Tustin has a total annual payroll of $27,000,000 covering 350 full and part-time employees. The City is organized into departments and agencies. The accounting and financial reporting functions of the City are centralized. City of Tustin RFP Page 5 of 19 More detailed information on the government and its finances can be found in Budget documents, Official Statements, and Annual Financial Reports. B. Fund Structure The City of Tustin uses the following fund types and account groups in its financial reporting. Number of Number with Legally Fund Type/Account Group Individual Funds Adopted Annual Budgets General Fund 17 1 City Capital Fixed Assets 1 Non-Major Governmental Funds Special Revenue Funds 10 8 Capital Project Funds 6 1 Permanent (established by GASB 34) Proprietary Funds 4 3 Private-purpose Trust (established by GASB 34) 1 Agency Funds 4 C. Budgetary Basis of Accounting The City of Tustin prepares its budgets on a basis consistent with generally accepted accounting principles. D. Federal, State, and County Financial Assistance During the fiscal years to be audited, the City of Tustin may receive the following types of financial assistance. County Grants: OCTA (Measure M Competitive Grants); RNSP State Grants: Recycling; SLPP; Prop. 69; AB 109; SLESF Federal Grants: Community Development Block Grants; U.S. Department of Justice Grant Programs; Dept. of Transportation (Traffic Safety/DUI); U.S. Department of Homeland Security EMPG E. Pension Plans The City of Tustin is a member of the State of California Public Employees' Retirement System. F. Component Units The City of Tustin is defined, for financial reporting purposes, in conformity with the Governmental Accounting Standards Board's Codification of Governmental Accounting and Financial Reporting Standards, Section 2100. Using these criteria, component units are included in the City of Tustin's Financial Statements. City of Tustin RFP Page 6 of 19 The Management of the City of Tustin has identified the Tustin Public Financing Authority as a component unit for inclusion in the City of Tustin's Financial Statements. A separate component financial statement is not issued. In addition, the City of Tustin has a private purpose trust fund, the Successor Agency to the Tustin Community Redevelopment Agency. This component unit will be audited as part of the audit of the City's Financial Statements. G. Joint Ventures The City of Tustin does participate in joint ventures with other governments. Name of Name of Other Type of Joint Venture Participating Governments Services Provided California Insurance Cities of Brea, Cypress, Insurance Pooling Pool Authority Irvine, Laguna Beach, and Excess Insurance Los Alamitos, Montclair, Orange, San Clemente, Westminster, Yorba Linda Orange County Fire Authority Fire Protection Services H. Magnitude of Finance Operations The Finance Department currently consists of 19 employees. The principal functions performed and the number of employees assigned to each is as follows: Function Number of Employees Finance Director 1 ** Finance Manager 1 PT Finance Manager 1 Admin. Services Manager 1 Customer Svc. Supervisor 1 Senior Accountant 1 Sr. Accounting Specialist 4 Accounting Specialist 2 Water Meter Reader 2 Senior IT Specialist 1 IT Specialist 3 Executive Assistant 1 ** Current Finance Director Pamela Arends-King's last day of employment will be Monday, January 11, 2016. Her replacement is pending City Council action. City of Tustin RFP Page 7 of 19 I. Availability of Prior Audit Reports and Management Letters The City of Tustin's most recent Comprehensive Annual Financial Report (CAFR) and Auditor's Management Letter for the FY ended June 30, 2015 are included in Appendix A. The 2015 CAFR will be posted on the City's website. Interested proposers who wish to review any prior year audit reports and management letters should contact Jenny Leisz at 300 Centennial Way, Tustin, CA, 92780; telephone number (714) 573-3079; e-mail address jleisz tustinca.orq. IV. TIME REQUIREMENTS A. Proposal Calendar Request for Proposals Issued: January 8, 2016 Due Date For Proposals: 5:00 p.m. Thursday, February 18, 2016 B. Notification and Contract Dates Selected Firm Notified: March 10, 2016 Projected Contract Date: March 24, 2016 C. Date Audit May Commence The City of Tustin will have all records ready for audit and management personnel available to meet with the firm's personnel no later than mid-May, 2016. D. Schedule for the 2016 Fiscal Year Audit (A similar schedule will be developed for audits of future fiscal years if the City of Tustin exercises its option for additional audits.) Each of the following shall be completed by the Auditor no later than the dates indicated. 1. Interim Work The Auditor shall complete all interim work between May/June, 2016. 2. Detailed Audit Plan The Auditor shall provide the City of Tustin by June 30, 2016 both a detailed audit plan and a list of all schedules to be prepared by the City of Tustin. 3. Field Work The Auditor shall complete all field work by mid-October, 2016. 4. Draft Reports The Auditor shall have drafts of the audit report(s) and recommendations to management available for review by the Finance Manager by November 8, 2016. E. Entrance Conferences, Progress Reporting and Exit Conferences City of Tustin RFP Page 8 of 19 (A similar time schedule will be developed for audits of future fiscal years if the City of Tustin exercises its option for additional audits.) At a minimum, the following conferences should be held by the dates indicated on the schedule: * Entrance conference with all key Finance Department personnel * week of May 16, 2016 The purpose of this meeting will be to discuss prior audit problems and the interim work to be performed. This meeting will also be used to establish overall liaison for the audit and to make arrangements for work space and other needs of the Auditor. * Progress conference, if necessary, with the Audit Commission and the Finance Manager * approximately mid-June, 2016 The purpose of this meeting will be to discuss the year-end work to be performed, to summarize the results of the preliminary review, and to identify the key internal controls or other matters to be tested. * Entrance conference with the Finance Manager to commence year-end audit work * approximately Sept. 12, 2016 * Exit conference with the Finance Manager * approximately mid-Oct., 2016 The purpose of this meeting will be to summarize the results of the field work and to review significant findings. F. Date Final Report is Due The Finance Department will complete their review of the draft report as expeditiously as possible. During that period, the Auditor should be available for any meetings that may be necessary to discuss the audit reports. Once all issues for discussion are resolved, the final signed report shall be delivered to the Finance Manager. It is anticipated that this process will be completed and the final report delivered by November 22, 2016. The auditors will present the final report to the City Council and Audit Commission. Fifteen (15) copies of each of the final reports shall be delivered to Jenny Leisz, Finance Manager, at 300 Centennial Way, Tustin, California, 92780. V. ASSISTANCE TO BE PROVIDED TO THE AUDITOR AND REPORT PREPARATION City of Tustin RFP Page 9 of 19 A. Finance Department and Clerical Assistance The Finance Department staff and responsible management personnel will be available during the audit to assist the firm by providing information, documentation and explanations. The preparation of confirmations will be the responsibility of the City of Tustin. In addition, clerical support will be made available to the Auditor for preparation of routine letters and memoranda. B. Computer Applications Assistance I.T. personnel will be available to assist the Auditor in performing the engagement. They will also be available to provide systems documentation and explanations. The Auditor may be provided computer time and the use of the City of Tustin's computer hardware and software. C. Work Area, Telephones, Photocopying and FAX Machines The City of Tustin will provide the Auditor with reasonable work space, desks and chairs. The Auditor will also be provided with access to a telephone line, photocopying facilities and FAX machines. D. Report Preparation Report preparation and editing shall be the responsibility of the Auditor. VI. PROPOSAL REQUIREMENTS A. General Requirements 1. Inquiries Inquiries concerning the Request for Proposals and the subject of the Request for Proposals must be made to: Jenny Leisz, Finance Manager 300 Centennial Way Tustin, CA 92780 (714) 573-3079 jleisz tustinca.orq CONTACT WITH PERSONNEL OF THE CITY OF TUSTIN OTHER THAN JENNY LEISZ, FINANCE MANAGER, REGARDING THIS REQUEST FOR PROPOSALS MAY BE GROUNDS FOR ELIMINATION FROM THE SELECTION PROCESS. 2. Submission of Proposals The following material is required to be received by 5:00 p.m. on Thursday, February 18, 2016 for a proposing firm to be considered. a. A master copy (so marked) of a Technical Proposal and six (6) copies to include the following: City of Tustin RFP Page 10 of 19 i. Title Page Title page showing the Request for Proposals' subject; the firm's name; the name, address and telephone number of a contact person; and the date of the proposal. ii. Table of Contents iii. Transmittal Letter A signed letter of transmittal should briefly state the proposer's understanding of the work to be done, the commitment to perform the work within the time period, a statement why the firm believes it to be best qualified to perform the engagement and a statement that the proposal is a firm and irrevocable offer for 120 days. iv. Detailed Proposal The detailed proposal should follow the order set forth in Section VI B of this Request for Proposals. It should include an executive summary and be limited to a maximum of 25 pages, single sided, double spaced. V. Executed copies of Proposer Guarantees and Warranties, attached to this Request for Proposals (APPENDIX B) b. The Proposer shall submit an original and six (6) copies of a dollar cost bid in a separate sealed envelope marked as follows: SEALED DOLLAR COST BID PROPOSAL FOR CITY OF TUSTIN FOR PROFESSIONAL AUDITING SERVICES DATE c. The Proposer shall submit an original and six (6) copies of the completed technical proposal, along with the separate sealed dollar cost bid envelope to the following address: Jenny Leisz Finance Manager 300 Centennial Way Tustin, CA 92780 B. Technical Proposal 1. General Requirements The purpose of the technical proposal is to demonstrate the qualifications, competence and capacity of the firms seeking to undertake an independent audit of the City of Tustin in conformity with the requirements of this Request for Proposals. As such, the substance of proposals will carry more weight than their form or manner of presentation. The technical proposal should demonstrate the qualifications of the firm and of the particular staff to be assigned to this engagement. It should also specify an audit approach that will meet the Request for Proposals' requirements. City of Tustin RFP Page 11 of 19 THERE SHOULD BE NO DOLLAR UNITS OR TOTAL COSTS INCLUDED IN THE TECHNICAL PROPOSAL DOCUMENT. 2. Independence The firm should provide an affirmative statement that it is independent of the City of Tustin as defined by generally accepted auditing standards. The firm also should provide an affirmative statement that it is independent of all of the component units of the City of Tustin as defined by those same standards. The firm should list and describe the firm's (or proposed subcontractor's) professional relationships involving the City of Tustin or any of its component units for the past five (5) years, together with a statement explaining why such relationships do not constitute a conflict of interest relative to performing the proposed audit. In addition, the firm shall give the City of Tustin written notice of any professional relationships entered into during the period of this agreement. 3. License to Practice in California An affirmative statement should be included indicating that the firm and all assigned key professional staff are properly licensed to practice in California. 4. Firm Qualifications and Experience The proposal should state the size of the firm, the size of the firm's governmental audit staff, the location of the office from which the work on this engagement is to be performed, the number and nature of the professional staff to be employed in this engagement on a full-time basis, and the number and nature of the staff to be so employed on a part-time basis. If the proposer is a joint venture or consortium, the qualifications of each firm comprising the joint venture or consortium should be separately identified and the firm that is to serve as the principal Auditor should be noted, if applicable. The firm is also required to submit a copy of the report on its most recent external quality control review, with a statement whether that quality control review included a review of specific government engagements. The firm shall also provide copies of the results of any federal or state desk reviews or field reviews of its audits during the past three (3) years. In addition, the firm shall provide information on the circumstances and status of any disciplinary action taken or pending against the firm during the past three (3) years with state regulatory bodies or professional organizations. 5. Partner, Supervisory and Staff Qualifications and Experience City of Tustin RFP Page 12 of 19 The firm should identify the principal supervisory and management staff, including engagement partners, managers, other supervisors and specialists, who would be assigned to the engagement and indicate whether each such person is licensed to practice as a Certified Public Accountant in California. The firm also should provide information on the government auditing experience of each person, including information on relevant continuing professional education for the past three (3) years and membership in professional organizations relevant to the performance of this audit. The firm should provide as much information as possible regarding the number, qualifications, experience and training, including relevant continuing professional education, of the specific staff to be assigned to this engagement. The firm also should indicate how the quality of staff over the term of the agreement will be assured. Engagement partners, managers, other supervisory staff and specialists may be changed if those personnel leave the firm, are promoted or are assigned to another office. These personnel may also be changed for other reasons with the express prior written permission of the City of Tustin. However, in either case, the City of Tustin retains the right to approve or reject replacements. Consultants and firm specialists mentioned in response to this Request for Proposals can only be changed with the express prior written permission of the City of Tustin, which retains the right to approve or reject replacements. Other audit personnel may be changed at the discretion of the proposer provided that replacements have substantially the same or better qualifications or experience. 6. Prior Engagements with the City of Tustin The firm should list separately all engagements within the last five (5) years, ranked on the basis of total staff hours, for the City of Tustin by type of engagement (i.e., audit, management advisory services, other). For each engagement, the firm should indicate the scope of work, date, engagement partners, total hours, location of the firm's office from which the engagement was performed, and the name and telephone number of the principal client contact. 7. Similar Engagements with Other Government Entities For the firm's office that will be assigned responsibility for the audit, list the most significant engagements (maximum of 5) performed in the last five (5) years that are similar to the engagement described in this Request for Proposals. These engagements should be ranked on the basis of total staff hours. Indicate the scope of work, date, engagement partners, total hours, and the name and telephone number of the principal client contact. 8. Specific Audit Approach The proposal should set forth a work plan, including an explanation of the audit methodology City of Tustin RFP Page 13 of 19 to be followed, to perform the services required in Section II of this Request for Proposals. In developing the work plan, reference should be made to such sources of information as the City of Tustin's budget and related materials, organizational charts, manuals and programs, and financial and other management information systems. Proposers will be required to provide the following information on their audit approach: a. Proposed segmentation of the engagement b. Level of staff and number of hours to be assigned to each proposed segment of the engagement NO DOLLARS SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL c. Sample sizes and the extent to which statistical sampling is to be used in the engagement d. Extent of use of ERP software in the engagement e. Type and extent of analytical procedures to be used in the engagement f. Approach to be taken to gain and document an understanding of the City of Tustin's internal control structure g. Approach to be taken in determining laws and regulations that will be subject to audit test work h. Approach to be taken in drawing audit samples for purposes of tests of compliance 9. Identification of Anticipated Potential Audit Problems The proposal should identify and describe any anticipated potential audit problems, the firm's approach to resolving these problems and any special assistance that will be requested from the City of Tustin. 10. Report Format The proposal should include sample formats for required reports. NO DOLLARS SHOULD BE INCLUDED IN THE TECHNICAL PROPOSAL C. Sealed Dollar Cost Bid 1. Total All-inclusive Maximum Price The sealed dollar cost bid should contain all pricing information relative to performing the audit engagement as described in this Request for Proposals. The total proposed price to be bid is City of Tustin RFP Page 14 of 19 to contain all direct and indirect costs including all out-of-pocket expenses. An escalation factor may be addressed in the sealed dollar cost bid that will allow for an accurate evaluation of the total cost for the five (5) year engagement period. The first page of the sealed dollar cost bid will be a completed APPENDIX B, PROPOSER GUARANTIES AND WARRANTIES. The second page of the sealed dollar cost bid will be a completed APPENDIX C, SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDIT OF THE 2016 FINANCIAL STATEMENTS. This should include a schedule of your fees and expenses, presented in the format provided in the attachment (APPENDIX C) that supports the total all-inclusive maximum price, and should include: • Rates by Partner, Specialist, Supervisory and Staff Level Times / Hours Anticipated for Each • Out-of-pocket Expenses Included in the Total All-Inclusive Maximum Price and Reimbursement Rates • Proposal for Subsequent Years 2. Rates for Additional Professional Services If it should become necessary for the City of Tustin to request the Auditor to render any additional services, then such additional work shall be performed only if set forth in an addendum to the contract between the City of Tustin and the firm. Any such additional work agreed to between the City of Tustin and the firm shall be performed at the same rates set forth in the schedule of fees and expenses included in the sealed dollar cost bid. 3. Manner of Payment Progress payments will be made on the basis of hours of work completed during the course of the engagement and out-of-pocket expenses incurred in accordance with the firm's dollar cost bid proposal. Interim billings shall cover a period of not less than a calendar month. VII. EVALUATION PROCEDURES A. Review of Proposals The Audit Commission will use a point formula during the review process to score proposals. Each member of the Audit Commission will first score each technical proposal by each of the criteria described in Section VII C below. The full Audit Commission will then convene to review and discuss these evaluations and to combine the individual scores to arrive at a composite technical score for each firm. At this point, firms with an unacceptably low technical score will be eliminated from further consideration. After the composite technical score for each firm has been established, the sealed dollar cost bid will be opened and additional points will be added to the technical score based on the price bid. The maximum score for price will be assigned to the firm offering the lowest total all- inclusive maximum price. Appropriate fractional scores will be assigned to other proposers. B. Evaluation Criteria City of Tustin RFP Page 15 of 19 Proposals will be evaluated using three sets of criteria. Firms meeting the mandatory criteria will have their proposals evaluated and scored for both technical qualifications and price. The following represents the principal selection criteria which will be considered during the evaluation process. 1. Mandatory Elements a. The audit firm is independent and licensed to practice in California. b. The audit firm's professional personnel have received adequate continuing professional education within the preceding two years. C. The firm has no conflict of interest with regard to any other work performed by the firm for the City of Tustin. d. The firm submits a copy of its most recent external quality control review report and the firm has a record of quality audit work. e. The firm adheres to the instructions in this Request for Proposals on preparing and submitting the proposal. 2. Technical Qualifications (Maximum Points - 75) Including, but not limited to: a. Expertise and Experience (Maximum Points - 45) (1) Such as the firm's past experience and performance on comparable government engagements. (2) Such as the quality of the firm's professional personnel to be assigned to the engagement and the quality of the firm's management support personnel to be available for technical consultation. b. Audit Approach (Maximum Points - 30) Including, but not limited to: (1) Such as adequacy of proposed staffing plan for various segments of the engagement. (2) Such as adequacy of sampling techniques. (3) Such as adequacy of analytical procedures. 3. Price (Maximum Points - 25) COST WILL NOT BE THE PRIMARY FACTOR IN THE SELECTION OF AN AUDIT FIRM City of Tustin RFP Page 16 of 19 APPENDIX A AUDITORS MANAGEMENT LETTER AND COPY OF MOST RECENT AUDIT REPORT City of Tustin RFP Page 17 of 19 WHITE !I i To the Honorable Mayor and Members of the City Council City of Tustin Tustin, California We have audited the financial statements of the governmental activities, business-type activity, each major fund, and aggregate remaining fund information of the City of Tustin (the City) for the year ended June 30, 2015. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our engagement and planning communication letters to you dated June 18, 2015. Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the City are described in Note 1 to the financial statements. As discussed in Notes I and 20 to the financial statements, the City has recorded the net pension liability, deferred outflows of resources, and deferred inflows of resources related to the cost-sharing defined benefit pension plans due to the adoption of Governmental Accounting Standards Board's (GASB) Statement No. 68 Accounting and Financial Reporting for Pensions" and Statement No. 71, "Pension Transition for Contributions Made Subsequent to the Measurement Date, an Amendment of GASB Statement No. 68". The adoption of these standards required retrospective application resulting in a $45,364,118 and $2,418,112 reduction of previously reported net position of the governmental activities and business-type activity, respectively. No other accounting policies were adopted and the application of other existing polices was not changed during the year ended June 30, 2015. We noted no transactions entered into by the City during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. - 1 - 2875 Michelle Drive,Suite 300,Irvine, CA 92606 •Tel: 714.978.1300• Fax: 714.978.7893 Offices located in Orange and San Diego Counties Significant Audit Findings (Continued) Qualitative Aspects of Accounting Practices (Continued) The most sensitive estimates affecting the City's financial statements are as follows: a. Management's estimate of the fair market value of investments is based on market values provided by outside sources. b. Management's estimate of the value of capital assets (infrastructure assets) is based on industry standards. c. The estimated useful lives of capital assets for depreciation purposes are based on industry standards. d. The annual required contributions, pension expense, net pension liability and corresponding deferred outflows of resources and deferred inflows of resources for the City's public defined benefit plans with Ca1PERS are based on actuarial valuations provided by CalPERS. e. The annual required contribution and actuarial accrued liability for the City's Other Post-Employment Benefit Plan is based on certain actuarial assumptions and methods prepared by an outside consultant. f. Management's estimate of the claims payable liabilities related to general liability and worker's compensation claims are based on estimates by the claims administrators. We evaluated the key factors and assumptions used to develop these estimates in determining that they were reasonable in relation to the financial statements taken as a whole. Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the financial statements were reported in Note 9 regarding the Ca1PERS defined benefit plans, Note 10 regarding the City's other post-employment benefit plan, Note 12 regarding the claims payable, Note 18 regarding the recent changes in legislation affecting California Redevelopment Agencies and Note 20 regarding the restatement of prior year financial statements. The financial statement disclosures are neutral, consistent, and clear. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. - 2 - Significant Audit Findings (Continued) Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. The following material misstatement, detected as a result of audit procedures, was corrected by management: a. Adjustment to capital assets to retire right of way property transferred to another agency. Disagreements with Management For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditors' report. We are pleased to report that no such disagreements arose during the course of our audit. Management Representations We have requested certain representations from management that are included in the management representation letter dated December 22, 2015. Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a "second opinion" on certain situations. If a consultation involves application of an accounting principle to the City's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the City's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters We applied certain limited procedures to management's discussion and analysis, the safety plan schedule of proportionate share of the net pension liability and schedule of contributions, the miscellaneous plan schedule of changes in net pension liability and related ratios and schedule of contributions, the other post-employment benefit plan schedule of funding progress, and the budgetary comparison schedule, which are required supplementary information (RSI) that supplements the financial statements. Our procedures consisted of inquiries of management regarding 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 did not audit the RSI and do not express an opinion or provide any assurance on the RSI. - 3 - Other Matters (Continued) We were engaged to report on the combining and individual non-major fund financial statements and schedules (supplementary information), which accompany the financial statements but are not RSI. With respect to this supplementary information, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the basic financial statements or to the basic financial statements themselves. We were not engaged to report on the introductory section and statistical section, which accompany the financial statements but are not RSI. We did not audit or perform other procedures on this other information and we do not express an opinion or provide any assurance on them. Restriction on Use This information is intended solely for the use of the City Council and management of the City of Tustin and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, California December 22, 2015 - 4 - ice` -�.- �.�'ca'- �- „' '' -••�_�'" '�'�` � - 21 __O uZ , W— o� = M ! 4 i M4,i _ -I 3 TUSTIN LEGACY _ r ,max Comprehensive y � z ,�� �; � "'+, �, .. spa►-�' ,� �� r_ �`` � � t�11e Financiai c c t-T .b JLINeport For the year ended June 30, 2015 Cornerstone O r - 14( r CITY OF TUSTIN, CALIFORNIA COMPREHENSIVE ANNUAL FINANCIAL REPORT WITH REPORT ON AUDIT BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS FOR THE YEAR ENDED JUNE 30, 2015 Prepared By: Finance Department CITY OF TUSTIN TABLE OF CONTENTS For the year ended June 30, 2015 Page Number INTRODUCTORY SECTION: Elected and Administrative Officials i Letter of Transmittal iii Organization Chart vii GFOA Certificate of Achievement for Excellence in Financial Reporting viii FINANCIAL SECTION: Independent Auditors' Report 1 Management's Discussion and Analysis (Required Supplementary Information -Unaudited) 5 Basic Financial Statements: Government-wide Financial Statements: Statement of Net Position 17 Statement of Activities 18 Fund Financial Statements: Governmental Funds: Balance Sheet 20 Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position 21 Statement of Revenues, Expenditures and Changes in Fund Balances 22 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities 23 Proprietary Fund: Statement of Net Position 24 Statement of Revenues, Expenses and Changes in Net Position 25 Statement of Cash Flows 26 Fiduciary Funds: Statement of Fiduciary Net Position 28 Statement of Changes in Fiduciary Net Position 29 Notes to Basic Financial Statements 31 CITY OF TUSTIN TABLE OF CONTENTS (CONTINUED) For the year ended June 30, 2015 Page Number REQUIRED SUPPLEMENTARY INFORMATION: 85 Safety Plan: Schedule of Proportionate Share of the Net Pension Liability 87 Schedule of Contributions 88 Miscellaneous Plan: Schedule of Changes in the Net Pension Liability and Related Ratios 89 Schedule of Contributions 90 Other Post-Employment Benefit Plan: Schedule of Funding Progress 91 Budgetary Comparison Schedule: General Fund 92 Note to Required Supplementary Information 93 SUPPLEMENTARY INFORMATION: 95 Other Governmental Funds: 97 Combining Balance Sheet 98 Combining Statement of Revenues, Expenditures and Changes in Fund Balances 100 Schedules of Revenues, Expenditures and Changes in Fund Balance - Budget and Actual: Gas Tax Special Revenue Fund 102 Measure M Special Revenue Fund 103 Park Acquisition and Development Special Revenue Fund 104 Asset Forfeiture Special Revenue Fund 105 Air Quality Special Revenue Fund 106 Supplemental Law Enforcement Special Revenue Fund 107 Housing Authority Special Revenue Fund 108 Special Tax B Special Revenue Fund 109 Agency Funds: 111 Combining Statement of Assets and Liabilities 112 Combining Statement of Changes in Assets and Liabilities 113 CITY OF TUSTIN TABLE OF CONTENTS (CONTINUED) For the year ended June 30, 2015 Page Number STATISTICAL SECTION(UNAUDITED): 115 Description of Statistical Section Contents 117 Financial Trends: Net Position by Component- Last Ten Fiscal Years 118 Changes in Net Position - Expenses and Program Revenues - Last Ten Fiscal Years 120 Changes in Net Position - General Revenues - Last Ten Fiscal Years 122 Fund Balances of Governmental Funds - Last Ten Fiscal Years 124 Changes in Fund Balances of Governmental Funds - Last Ten Fiscal Years 126 Revenue Capacity: Assessed Value and Estimated Actual Values of Taxable Property - Last Ten Fiscal Years 128 Direct and Overlapping Property Tax Rates - Last Ten Fiscal Years 130 Principal Property Taxpayers - Current Year and Nine Years Ago 132 Property Tax Levies and Collections - Last Ten Fiscal Years 133 Debt Capacity: Ratios of Outstanding Debt by Type - Last Ten Fiscal Years 134 Ratio of General Bonded Debt Outstanding - Last Ten Fiscal Years 136 Overlapping Debt Schedule 137 Legal Debt Margin Information - Last Ten Fiscal Years 138 Pledged-Revenue Coverage - Last Ten Fiscal Years 140 Demographic and Economic Information: Demographic and Economic Statistics - Last Ten Calendar Years 142 Principal Employers - Current Year and Nine Years Ago 143 Operating Information: Full-Time City Employees by Function - Last Ten Fiscal Years 144 Capital Asset Statistics by Function - Last Ten Fiscal Years 145 Water District Schedules for Revenue Capacity: Water Consumption by Customer Type - Last Ten Fiscal Years 146 Water Rates - Last Ten Fiscal Years 148 Water Customers - Current Year and Nine Years Ago 149 CITY OF TUSTIN Elected and Administrative Officials MAYOR Charles E. Puckett CITY COUNCIL John Nielsen, Mayor Pro Tem Rebecca Gomez Al Murray Dr. Allan Bernstein AUDIT COMMISSION Daniel Erickson, Chair Thomas Stroud, Chair Pro Tem Robert Ammann R. Lawrence Friend Craig Shimomura CITY MANAGER/CITY CLERK Jeffrey C. Parker David E. Kendig Charles Celano City Attorney Chief of Police Elizabeth A. Binsack David Wilson Director, Community Director, Parks and Development Recreation Services Pamela Arends-King Douglas S. Stack Director, Finance/ Director, Public Works/ City Treasurer City Engineer Derick Yasuda Director of Human Resources - i - The page left blank intentionally - ii - Finance Department TTV S T I N � HISTORY BUIMNG OUR FUTURE 114N0K1NQ QVK PA5T December 23, 2015 HONORABLE MAYOR AND MEMBERS OF THE CITY COUNCIL CITIZENS OF THE CITY OF TUSTIN City of Tustin Tustin, California 92780 The Comprehensive Annual Financial Report (CAFR) of the City of Tustin for the fiscal year ended June 30, 2015, is hereby submitted. These statements have been prepared in conformity with generally accepted accounting principles (GAAP) and audited in accordance with generally accepted auditing standards by an independent public accounting firm of licensed certified public accountants. The report consists of management's representations concerning the finances of the City of Tustin. Responsibility for both the accuracy of the data, and the completeness and fairness of the presentation, including all disclosures, rests with management. To provide a reasonable basis for making these representations, management has established an internal control framework that is designed both to protect the government's assets from loss, theft, or misuse and to compile sufficient reliable information for the preparation of the financial statements in conformity with GAAP. Because the cost of internal controls should not outweigh their benefits, the City's framework of internal controls has been designed to provide reasonable rather than absolute assurance that the financial statements will be free from material misstatement. As management, we assert that, to the best of our knowledge and belief, the enclosed data is accurate in all material respects and is reported in a manner designed to present fairly the financial position and results of operations of the various funds and component units of the City of Tustin. All disclosures necessary to enable the reader to gain an understanding of the City's financial activities have been included. The City of Tustin's financial statements for the year ended June 30, 2015, have been audited by White Nelson Diehl Evans LLP, an independent public accounting firm of licensed certified public accountants. The independent auditor concluded, based upon the audit, that there was a reasonable basis for rendering an unmodified opinion that the City of Tustin's financial statements for the fiscal year ended June 30, 2015, are fairly presented in conformity with GAAP. The independent auditor's report is presented as the first component of the financial section of this report. GAAP requires that management provide a narrative introduction, overview and analysis to accompany the basic financial statements in the form of Management's Discussion and Analysis (MD&A). This letter of transmittal is designed to complement the MD&A and should be read in conjunction with it. The City of Tustin's MD&A can be found immediately following the report of the independent auditors. 300 Centennial Way,Tustin, CA 92780 a P: (714)573.3060 • F: (714)832-0825 • www.tustinca.org - iii - PROFILE OF THE CITY OF TUSTIN The City of Tustin is located in the central part of Orange County, about forty miles southeast of Los Angeles and eighty miles north of San Diego, at the intersection of the 5 and 55 Freeways. Tustin covers over eleven square miles and adjoins the cities of Orange, Santa Ana and Irvine. The State of California Department of Finance has estimated the City's January 1, 2015 population at 78,347, a 0.02 % decrease from 2014. While the City is surrounded by much of the County's main industrial employment, it is essentially a residential community. The City was incorporated under the General Laws of the State of California in 1927 as the "City of Tustin". Government was by a five member elected City Council. The Council/Administrator form of city government was adopted in 1965 and was modified to the Council/Manager form in 1981. Council members serve staggered, four-year terms, with a two consecutive term limit. The Mayor is selected by the City Council from among its membership and serves a one-year term. The City Manager is appointed by the City Council to carry out the policies and direction of the City Council, oversee the day-to-day operations of the City and appoint department heads. Tustin is a full service City. The services provided by the City include police, street and park maintenance, water, recreation, traffic/transportation, public improvements, planning, zoning, and general administrative services. The City contracts with the Orange County Fire Authority for fire suppression services. Also included in the City's overall operations are the Tustin Public Financing Authority and the City of Tustin Housing Authority (Housing Authority). The activities of both entities are included in these financial statements. Additional information for the Tustin Public Financing Authority and the Tustin Housing Authority is available in Note 1 of the Notes to Basic Financial Statements. The key element of the City's financial management process is the development and approval of the annual budget. The City Council conducts various open budget workshops as necessary and adopts the budget at a noticed public meeting. The budget is prepared pursuant to generally accepted accounting principles (GAAP) and is balanced by fund. The level of appropriations is controlled by the City Council for each fund. The City Manager is authorized to transfer appropriations within the fund between the various programs and/or departments. Budgetary control is maintained by a real-time financial reporting system. Budget to actual comparisons are provided through display or reports and through budget controls set within the purchasing and accounts payable modules for each individual governmental fund for which an appropriated annual budget has been adopted. For the General Fund this comparison is presented on page 92 as part of the required supplementary information and for nonmajor governmental funds this comparison is presented on pages 102 - 109 as part of the other supplementary information for the governmental funds. Successor Agency expenses are restricted by the State of California Department of Finance (DOF) to enforceable obligations. The enforceable obligations are approved every six months by the DOF through the submission of a Recognized Obligation Payment Schedule. The Successor Agency is presented as a Private Purpose Trust Fund on pages 28-29. - iv - ECONOMIC OUTLOOK The State of California maintains a stable economy since the economic downturn. The statewide unemployment rate has dropped from 7.3% in October 2014 to 5.8% for October 2015, which is 0.8% higher than the United States unemployment rate of 5.0% for October 2015. The Orange County unemployment rate has decreased 0.7% from October 2014 to 4.3% for October 2015. The City's sales tax revenue continues to be the largest revenue source for the General Fund. It is 44% of total General Fund revenues. Annual sales tax revenue remained the same from fiscal year 2013-2014 to fiscal year 2014-2015 at $22.2 million. Sales tax revenue for fiscal year 2015-2016 is expected to increase $2.2 million from prior year primarily due to the last triple flip payment the City will receive from the State of California for the 25% of the sales tax the State withheld in prior years. Property tax revenue is the second largest General Fund revenue source (16% of total revenues). Orange County property values and property sales have increased; therefore, property tax revenue is estimated to increase $0.4 million from prior year to $8.8 million for fiscal year 2015-2016. Development at the Marine Corp Air Station Base also referred to as the Legacy continues to move forward. The City completed its negotiations with Standard Pacific for the development of 375 single family homes within the Legacy. The land for the development was sold in August 2014 for $56 million. Community Facilities District 14-01 was formed to raise two special taxes in relation to this development for public services provided such as public safety, parks and street maintenance and to pay debt service for bonds not to exceed $29 million to be issued to fund backbone infrastructure. The bonds were issued November 2015. Standard Pacific also contributed $16.9 million to be used for the construction of backbone infrastructure within the Legacy. Construction of the 375 homes started spring of 2015. The City Council continues to take a proactive approach for maintaining the City's healthy financial position by monitoring revenues and expenses. General Fund Revenues for fiscal year 2015-16 are estimated to be $4.4 million more than fiscal year 2014-15, primarily due to the increase in sales tax for the final triple flip payment; increase in property tax revenue and an increase in building permits and building plan checks due to the continuing development of the Legacy. Expenditures are $3.9 million more than budgeted in fiscal year 2014-15 primarily due to the cost of living salary increase of 4% for all employees and the increase in the fire services contract with the Orange County Fire Authority of$0.3 million from prior fiscal year. The City expects a $1.1 million surplus for fiscal year 2015-16. City Council will be reviewing the City's financial condition during the mid-year budget review in February 2016. ACCOMPLISHMENTS AND FUTURE PROJECTS Major capital improvement projects completed include the Bocce Ball Court at Pepper Tree Park, Tustin Ranch Irrigation upgrades/rehabilitation, Red Hill grade separation, Browning Avenue/Parkview Way pedestrian enhancements, Enderle Center Dr. and Vandenberg intersection enhancement, Newport Blvd. bicycle trail from Main St. to Irvine Blvd., and Williams Street Storm drains. Legacy projects completed were the Valencia north loop/Armstrong storm drains, street curbs and gutters, sidewalks irrigation, traffic signals and utilities; and Armstrong south loop roadway construction, Armstrong to Tustin Ranch Road. -v - The City's capital projects for fiscal year 2015-2016 are budgeted at $82 million. Funding sources for the capital projects include revenues from gas tax, Community Development Block Grant, water revenues, Community Facility bond proceeds, Measure M2, Park Development Funds, former Redevelopment Agency bond proceeds and Water Revenue Bond proceeds. Major capital projects for fiscal year 2015-2016 include Centennial Park picnic area and entry renovation, Civic Center and Senior Center alternative power source, annual roadway and public infrastructure maintenance program. Major Legacy projects include Veterans Sports Park at Tustin Legacy, Victory Park, Peters Canyon Channel improvements, Moffett Drive extension from Park Avenue to east of Peters Canyon Channel, Bell Avenue extension from Red Hill Avenue to Armstrong Avenue, Tustin Legacy Linear Park between Barranca Parkway and Armstrong Avenue, and Aston Street extension between Barranca parkway and Tustin Legacy Linear Park, and Red Hill Avenue median improvements between Barranca parkway and north of Valencia Avenue. Water services capital projects for fiscal year 2015-2016 are the Simon Ranch Reservoir; booster pump station and pipeline replacement; and drilling and installing the Edinger Well. AWARDS The Government Finance Officers Association of the United States and Canada (GFOA) awarded a Certificate of Achievement for Excellence in Financial Reporting to the City of Tustin for its Comprehensive Annual Financial Report for the fiscal year ended June 30, 2014. This was the twenty- eighth consecutive year that the government has achieved this prestigious award. In order to be awarded a Certificate of Achievement, a government must publish an easily readable and efficiently organized comprehensive annual financial report. This report must satisfy both generally accepted accounting principles and applicable legal requirements. A Certificate of Achievement is valid for a period of one year only. We believe that our current comprehensive annual financial report continues to meet the Certificate of Achievement Program's requirements and we are submitting it to GFOA to determine its eligibility for another certificate. ACKNOWLEDGMENTS I wish to express my appreciation to the entire Finance Department staff for their contribution to the department during the year. Their efforts are reflected in this report and in other documents resulting from the annual audit process. Special thanks are due to Jennifer Leisz, Finance Manager, Sean Tran, Administrative Services Manager, Alberto Preciado, Senior Accountant, Elizabeth Andrew C.P.A., the finance staff, and consultant Melissa Shirah, C.P.A. Their significance in preparing the final financial documents is reflected in the quality of this report. The Mayor and members of the City Council are to be commended for their interest and support in conducting the financial operations of the City in a responsible and progressive manner. Respectfully submitted, Pam J Pamela Arends-King Finance Director/City Treasurer -vi - CITIZENS OF LOCAL GOVERNMENT TUSTIN FY 2014-15 MAYOR SUCCESSOR AGENCY TO THE CITY CLERKTUSTIN REDEVELOPMENT CIS, AGENCY COUNCIL CITY CITY ATTORNEY TREASURER COORDINATION AND CITY MANAGER COOPERATION POLICE DEPUTY CITY PRIVATE MANAGER UTILITIES Cable T.V. Electricity Natural Gas Telephone PUBLIC FINANCE WORKS CONTRACT SERVICES Fire Refuse COMMUNITY HUMAN Animal Control DEVELOPMENT RESOURCES SPECIAL DISTRICTS PARKS & Library RECREATION Lighting Sewers Flood Control Re- Assessment District 95-1 CFD's - Vll - All Government Finance Officers Association Certificate of Achievement for Excellence in Financial Reporting Presented to City of Tustin California For its Comprehensive Annual Financial Report for the Fiscal Year Ended June 34, 2014 *00,w-4 0.:Poo 0 Executive Director/CEO - viii - WHITEwlic cc !I i INDEPENDENT AUDITORS' REPORT Honorable City Council of the City of Tustin Tustin, California Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activity, each major fund, and the aggregate remaining fund information of the City of Tustin (the City), as of and for the year ended June 30, 2015, and the related notes to the basic financial statements, which collectively comprise the City'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. Auditors' Responsibility Our responsibility is to express an opinion on these basic financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the basic financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the basic financial statements. The procedures selected depend on the auditors'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 auditors consider internal control relevant to the City'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 City'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 opinion. - 1 - 2875 Michelle Drive,Suite 300,Irvine, CA 92606 •Tel: 714.978.1300• Fax: 714.978.7893 Offices located in Orange and San Diego Counties Opinion In our opinion, the basic financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activity, each major fund, and the aggregate remaining fund information of the City of Tustin, as of June 30, 2015, and the respective changes in financial position and, where applicable, cash flows thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Notes 1 and 20 to the financial statements, the City adopted Governmental Accounting Standards Board's Statement No. 68, `Accounting and Financial Reporting for Pensions" and Statement No. 71, `Pension Transition for Contributions Made Subsequent to the Measurement Date, an Amendment of GASB Statement No. 68". The adoption of these standards required retrospective application resulting in a $45,364,118 and $2,418,112 reduction of previously reported net position, in the governmental activities and business-type activity, respectively. Our opinion is not modified with respect to this matter. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, the safety plan schedule of proportionate share of the pension liability and the schedule of contributions, the miscellaneous plan schedule of changes in the net pension liability and related ratios and the schedule of contributions, the other post-employment benefit plan schedule of funding progress, and the budgetary comparison schedule, identified as Required Supplementary Information (RSI) in the accompanying table of contents, 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 RSI 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 the audit of the basic financial statements. We do not express an opinion or provide any assurance on the RSI because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The introductory section, combining and individual nonmajor fund financial statements (supplementary information), and statistical section are presented for purposes of additional analysis and are not a required part of the basic financial statements. - 2 - Other Matters (Continued) Other Information (Continued) The supplementary information, as listed in the table of contents, 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. Such 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 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 supplementary information is fairly stated in all material respects in relation to the basic financial statements as a whole. The introductory and statistical sections have 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 them. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 22, 2015, on our consideration of the City's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control over financial reporting and compliance. Irvine, California December 22, 2015 - 3 - The page left blank intentionally - 4 - City of Tustin Management's Discussion and Analysis (Unaudited) June 30, 2015 As management of the City of Tustin, California (City), we offer readers of the City of Tustin's financial statements this narrative overview and analysis of the financial activities of the City for the fiscal year ended June 30, 2015. We encourage readers to consider the information presented here in conjunction with additional information that we have furnished in our letter of transmittal, which can be found in the introductory section of this report, and with the City's financial statements. Financial Highlights • The assets and deferred outflows of resources of the City exceeded its liabilities and deferred inflows of resources at June 30, 2015, by $706.4 million (netposition). Net position consists of $480.9 million invested in capital assets, $72.9 million in restricted net position and $152.6 million in unrestricted net position. • The government's total net position increased by $82.2 million during the fiscal year ended June 30, 2015. The primary reasons for the increase are due to the gain on land held for resale of $48.1 million for the development of residential housing and the receipt of $16.9 million from the developer of the residential housing, Standard Pacific, for backbone infrastructure within the former Marine Corps Air Station known as the Legacy. In addition, bond proceeds totaling $32 million were transferred from the Successor Agency to the Tustin Community Redevelopment Agency (SATCRA)to the General Fund. • As of June 30, 2015, the City's governmental funds reported combined ending fund balances of $284.8 million, an increase of$100.3 million in comparison with the prior year. The significant increase in ending fund balances is primarily due to the gain on Land Held for Resale of $48.1 million; the backbone infrastructure fee of $16.9 million; the decision from the Department of Finance to allow the City to pay a Due to the SATCRA promissory note of $21.4 million to be paid over five years, therefore it was reclassified to long-term debt; and the transfer of bond proceeds of$32 million from the Successor Agency to the Tustin Community Redevelopment Agency Private Purpose Trust to the General Fund. Approximately $122.5 million is nonspendable; $40.7 million is restricted; and $37.4 million is assigned. • The City's long-term liabilities reflect the adoption of Government Accounting Standards Board (GASB) pronouncement 68, "Accounting and Financial Reporting for Pensions, an Amendment of GASB Statement No. 27" with the inclusion of Pension Liabilities for Governmental Activities of $38.1 million and Business-Type Activities of $1.8 million for fiscal year ending June 30, 2015 and $49.6 million for Governmental Activities and $2.6 million for Business-Type Activities for fiscal year ending June 30, 2014. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the City's basic financial statements. The City's basic financial statements consist of three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the basic financial statements. This report also contains required supplementary and other supplementary information in addition to the basic financial statements themselves. - 5 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Government-wide financial statements The government-wide financial statements are designed to provide readers with a broad overview of the City's finances, in a manner similar to a private-sector business. The statement of netposition presents information on all of the City's assets and liabilities and deferred inflows/outflows of resources, with the difference 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 City is improving or deteriorating. The statement of activities presents information showing how the government's net position changed during the most recent fiscal year. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cashflows. Thus, revenues and expenses are reported in this statement for some items that will only result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave). Government-wide financial statements distinguish City governmental activities that are principally supported by taxes and intergovernmental revenues from other business-type activities that are intended to recover all or a significant portion of their costs through user fees and charges. Governmental activities of the City, and the Tustin Public Financing Authority, a blended component unit, include general government, public safety, community services and public works. Business-type activity of the City is the Water Utility. The government-wide financial statements can be found immediately following this discussion and analysis. 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 objectives. The City, like other state and local governments, uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. All of the funds of the City can be divided into three categories: governmental funds, proprietary funds, and fiduciary funds. Governmental funds. Governmental funds are used to account for essentially the same functions reported as governmental activities in the government-wide financial statements. However, unlike the government-wide financial statements, governmental fund financial statements focus on near-term inflows and ou�flows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in evaluating a government's near-term financing requirements. Because the focus of governmental funds is narrower than that of the government-wide financial statements, it is useful to compare the information presented for governmental funds with similar information presented for governmental activities in the government-wide financial statements. By doing so, readers may better understand the long-term impact of the government's near-term financing decisions. Both the Governmental Funds Balance Sheet and the Governmental Funds Statement of Revenues, Expenditures, and Changes in Fund Balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. - 6 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Fund financial statements (Continued) Governmental funds (continued). The City maintains various individual governmental funds organized by their type (special revenue, debt service and capital projects funds). Information is presented separately in the Governmental Funds Balance Sheet and in the Governmental Funds Statement of Revenues, Expenditures, and Changes in Fund Balances. The General Fund and the MCAS 2010 Capital Project fund are considered to be major funds. Data from other governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these nonmaj or governmental funds is provided in the form of combining statements elsewhere in this report. The City adopts a bi-annual appropriated budget for its General Fund and the special revenue funds to demonstrate compliance with the annual budget law. Budgetary comparison schedules have been provided to demonstrate compliance with this budget requirement elsewhere in this report. The governmental funds financial statements can be found immediately following the government-wide financial statements. Proprietary funds. The City of Tustin maintains one type of proprietary (Enterprise) fund. This enterprise fund is used to report the same functions presented as business-type activities in the government-wide financial statements. The City uses an enterprise fund to account for its Water Utility. The proprietary fund financial statements can be found immediately following the governmental funds financial statements. Fiduciary funds. Fiduciary funds are used to account for resources held for the benefit of parties outside the government. Fiduciary funds are not reflected in the government-wide financial statement, because the resources of those funds are not available to support the City's own programs. The City utilizes a private-purpose trust fund to account for the assets, liabilities and activities of the Successor Agency. The Successor Agency was created on February 1, 2012 with the dissolution of the Tustin Community Redevelopment Agency. The second fiduciary fund is an agency fund which is used to account for the assets of Community Facility Districts 04-1, 06-1, 07-1 and 13-1. The fiduciary funds financial statements can be found immediately following the proprietary fund financial statements. Notes to the basic financial statements The notes to the basic financial statements provide additional information that is essential to a full understanding of the data provided in the government-wide and fund financial statements. The notes to the basic financial statements can be found immediately following the fiduciary funds financial statements. Other information In addition to the basic financial statements and accompanying notes, this report also presents certain required supplementary information which includes a Budgetary Comparison Schedule for the General Fund and schedules of funding progress for the City's defined benefit pension plan and other postemployment healthcare benefits plan. Required supplementary information can be found immediately following the notes to the basic financial statements. The combining statements referred to earlier in connection with nonmajor governmental funds are presented for all nonmaj or Special Revenue Funds, nonmaj or Capital Proj ects Funds, and all nonmaj or Debt Service Funds. These combining and individual fund statements and schedules can be found immediately following the required supplementary information. - 7 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Government-wide Financial Analysis The government-wide financial statements provide long-term and short-term information about the City's overall financial condition. This analysis addresses the financial statements of the City as a whole. The largest portion of the City's net position (68 percent) reflects its investment in capital assets (e.g., land, buildings, and improvements other than buildings, equipment, infrastructure, and construction in progress), less any related outstanding debt that was used to acquire those assets. The City uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. Although the City's investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the capital assets themselves cannot be used to liquidate these liabilities. City of Tustin Summary of Net Position As of June 30, 2015 (in millions of dollars) Business- Total Governmental Type % Change Activities Activities Total 2014 2015 2014 2015 2014 2015 2014-2015 Assets: Current and other assets $245.9 $298.1 $35.0 $38.3 $280.9 $336.4 Capital assets 461.7 456.6 45.9 45.7 507.6 502.3 Total Assets 707.6 754.7 80.9 84.0 788.5 838.7 6.4% Deferred Outflows of Resources 4_2 8_6 0_7 0_6 4_9 9_2 Liabilities: Current liabilities 55.9 12.4 3.4 3.2 59.3 15.6 Non-Current liabilities 63.7 69.7 46.2 44.6 109.9 114.3 Total Liabilities 119.6 82.1 49.6 47.8 169.2 129.9 (23.2%) Deferred Inflows of Resources - 10.9 - 0.7 - 11.6 Net Position: Net investment in capital assets 461.7 456.6 23.7 24.3 485.4 480.9 Restricted 36.7 72.9 - - 36.7 72.9 Unrestricted 93.8 140.8 8.3 11.8 102.1 152.6 Total Net Position J592.2 J670.3 S32.0 S36.1 $624.2 J206.4 13.2% Governmental activities. Net position of the City's governmental activities increased 13.2% to $670.3 million, of which $456.6 million is invested in capital assets such as equipment, buildings and infrastructure. Of the remaining total, $72.9 million is restricted to specifically stipulated spending agreements originated by law, contract or other agreements with external parties. The remaining $140.8 million is subject to designation for specific purposes as approved by the City Council, and may be used to meet the City's ongoing obligations. - 8 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Government-wide Financial Analysis (Continued) City of Tustin Summary of Changes in Net Position For the Year Ended June 30, 2015 (in millions of dollars) Governmental Business-Type Total Activities Activities Total % Change 2014 2015 2014 2015 2014 2015 2014-2015 Revenues: Program revenues: Charges for services $3.9 $3.8 $18.7 $19.4 $22.6 $23.2 Operating grants & contributions 3.3 3.5 - - 3.3 3.5 Capital grants and contributions 12.2 20.2 - - 12.2 20.2 General revenues: Taxes 16.3 17.9 - - 16.3 17.9 Sales taxes shared state revenues 22.3 22.3 - - 22.3 22.3 Motor vehicle taxes 6.2 6.4 - - 6.2 6.4 Earnings on investments 0.6 1.1 0.1 0.2 0.7 1.3 Miscellaneous 4.0 7.8 0.4 0.5 4.4 8.3 Gain on sale of assets - 48.1 - - - 48.1 Contribution from Successor Agency - 32.1 - - - 32.1 Total Revenues 68.8 163.2 19.2 20.1 88.0 183.3 108.3% Expenses: General government 14.8 17.1 - - 14.8 17.1 Public safety 28.5 29.9 - - 28.5 29.9 Public works 49.5 34.4 - - 49.5 34.4 Community services 3.5 3.7 - - 3.5 3.7 Water - - 16.1 16.0 16.1 16.0 Total Expenses 96.3 85.1 16.1 16.0 112.4 101.1 (10.1%) Extraordinary Item: Forgiveness of interest on advances 1.4 - - - 1.4 - Change in net position (26.1) 78.1 3.1 4.1 (23.0) 82.2 Net Position - Beginning 663.7 637.6 31.3 34.4 695.0 672.0 Restatement for Prior Period Adjustment - 45.4 2.4 47.8 Net Position - Ending $637.6 $670.3 $34.4 36.1 $672.0 $706.4 13.2% - 9 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Government-wide Financial Analysis (Continued) In governmental activities, the increase in net position of $78.1 is primarily due to the following reasons: • The City received $56 million from Standard Pacific for the sale of 74 acres of Land Held for Resale within the Legacy area. Standard Pacific is developing a residential neighborhood of 375 homes. The City also received $16.9 million from Standard Pacific for the development of Legacy backbone infrastructure. • With the dissolution of the Tustin Community Redevelopment Agency February 1, 2012, the State Department of Finance (DOF) disallowed the use of unspent bond proceeds. The City pursed a lawsuit to dispute this disallowance and on August 5, 2014, the DOF issued a letter approving expenditure of the bond proceeds in accordance with bond covenants. The bond proceeds of $32.1 million were transferred from the Successor Agency to the Tustin Community Redevelopment Agency (SATCRDA) to the City effective January 1, 2015 to be spent on capital projects in the Legacy area per the bond covenants. • The City implemented GASB 68 which requires the recognition of pension liabilities. The restatement for prior period adjustment of a negative $45.4 million in fiscal year 2015 is the adjustment to the government-wide statements for the unfunded pension plan liabilities (see Note 9). Overall, governmental revenues increased $94.4 million from prior year. The primary reasons for the $94.4 million increase in revenues as previously mentioned were the sale of Land Held for Resale to Standard Pacific for the development of 375 residential homes and the transfer of the unspent bond proceeds from the SATCRDA to the City. Capital grants and contributions increased $8 million from fiscal year 2014 primarily due to the $16.9 million the City received from Standard Pacific for the construction of Legacy backbone infrastructure. Taxes increased $1.6 million from prior year primarily due to: • Hotel Bed Tax increased $0.5 million due to the increase in the Hotel Bed Tax rate. The citizens of Tustin voted in November 2014 to increase the Hotel Bed Tax from 6% to 10%. The new tax rate became effective January 1, 2015. • Property tax revenue increased $0.5 million and Property Tax in Liu of Vehicle License Fees increased $0.2 million due to the increase in property values. Earnings on investments increased $0.5 million from fiscal year 2014 due to a larger investment portfolio and longer weighted average portfolio life (days)which resulted in a higher weighted average investment yield. Due to the gain on sale of the Land Held for Resale to Standard Pacific and the funds received for the construction of Legacy backbone infrastructure the average balance for the investment portfolio in fiscal year 2015 was $191 million compared to $162 million in fiscal year 2014. The weighted average portfolio life (days) was 730 days with a weighted average portfolio yield of 0.85% in fiscal year 2015. The weighted average portfolio life (days)for fiscal year 2014 was 450 days with a weighted average portfolio yield of 0.56%. Miscellaneous revenue increased $3.9 million from prior year due to the receipt of$0.7 million for the reimbursement of state mandated costs from the past few years; the liquidation of a retention of $0.4 million from Sandoval Pipeline Engineering for failure to complete work in the time allowed for the Tustin Ranch Road extension project; increase in rental income of $0.4 million from renting space within the Legacy; the reimbursement of $1.2 million for street maintenance to meet the City's Maintenance of Effort requirement to receive Measure M sales tax revenue from the Orange County Transportation Authority; and the sale of 5.7 acres of land held for resale for $0.5 million to the South Orange County Community College. - 10 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Government-wide Financial Analysis (Continued) Governmental expenses decreased $11.2 million from prior year primarily due to the decrease in Public Works spending on capital projects. Last fiscal year the City recognized the amount due to Vestar/Kimco for the completion of backbone infrastructure within the Legacy totaling $18.2 million. The agreement the City had with Vestar/Kimco was that after the projects were complete and Land Held for Resale was sold within the Legacy, then the City would reimburse Vestar/Kimco the amount due. The projects were completed towards the later part of fiscal year ending June 30, 2014 and subsequently the City sold Land Held for Resale in the Legacy to Standard Pacific for the development of 375 single family homes for $56 million in August 2014. With the proceeds of that sale, Vestar/Kimco was paid on September 4, 2014. General Government expenses increased $2.3 million from prior year due to: • The City paid $0.7 million for a payment to the early retirement incentive program administered by Public Agency Retirement Services (See Note 7). No payment to the program was made in prior fiscal year as fiscal year 2014's payment was made in fiscal year 2013. • The Economic Development Department expenses of$0.7 million were paid out of the General Fund. The Department had been paid out of the Successor Agency to the Tustin Community Redevelopment Agency in the prior year, but the State Department of Finance disallowed those expenses for fiscal year 2015. • Professional and consulting services for the development of the Legacy increased $1.3 million from prior year due to the increase in planning and design activity. Public Safety increased $1.4 million from fiscal year 2014 primarily due to the increase in OPEB costs, claims and judgements and compensated absences totaling $1.1 million. Community Services increased $0.2 million from prior year due to the increase in consulting costs in relation to the development at the Legacy. Extraordinary item Forgiveness of Interest on Advances decreased $1.4 million from fiscal year ending June 30, 2014. The City entered into a promissory note December 2008, maturing December 2013 with the former Redevelopment Agency for $18.8 million with an interest rate of 4.25% per annum compounded semiannually. The Department of Finance (DOF) agreed to lower the interest rate to the Local Agency Investment Fund interest rate effective at the time the promissory note was issued which was 2.54%. The DOF agreed to a flat interest rate. The $1.4 million Forgiveness of Interest on Advances is the difference between the interest accrued and the interest amount DOF agreed would be due. Business-Type activities net position increased $4.1 million from prior year. Charges for services increased $0.7 million from fiscal year 2014 due to the implementation of increase in water rates over a five year period starting June 2010. The rates are adequate to cover the annual operating costs and build reserves. Water operation costs decreased $0.1 million primarily because less water was purchased from the East Orange County Water District due to water conservation. The Restatement for Prior Period Adjustment of a negative $2.4 million is the recognition of the pension plan unfunded liability. Financial Analysis of the Government's Funds As noted earlier, the City uses fund accounting to ensure and demonstrate compliance with finance-related legal requirements. - 11 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Financial Analysis of the Government's Funds The focus of the City's governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information may be useful in assessing the City's financing requirements. As of the end of the current fiscal year, the City's governmental funds reported total combined ending fund balances of $284.8 million, an increase of $100.3 million in comparison with the prior year as previously stated is primarily due to the sale of Land Held for Resale for residential homes in the Legacy; the contribution of funds from the developer for construction of backbone infrastructure in the Legacy; and the transfer of unspent bond proceeds from the former Redevelopment Agency to be spent on capital projects in the Legacy. Approximately $122.0 million (43.0 %) of this total amount constitutes nonspendable fund balance. Of the nonspendable amount, $122.0 million is Land Held for Resale. The remainder of the fund balance consists of $40.7 million in restricted funds, $37.4 million assigned to capital projects, and $84.3 million in unassigned funds. The General Fund is the chief operating fund of the City. At the end of the current fiscal year, unassigned fund balance of the General Fund was $84.3 million, while total fund balance was $233.4 million. As a measure of the General Fund's liquidity, it may be useful to compare unassigned fund balance to total fund expenditures. Unassigned fund balance represents 121% of the total General Fund expenditures. City of Tustin Summary of Changes in Fund Balances-General Fund For the Year Ended June 30,2015 (in millions of dollars) Total %Change 2014 2015 2014-2015 Revenues: Taxes $45.1 $43.7 Charges for services 1.7 1.8 Intergovernmental 0.9 2.6 Fines and forfeitures 0.6 0.8 Licenses and permits 1.3 0.9 Other 3.8 22.4 Gain on sale of land held for resale - 48.1 Total Revenues 53.4 120.3 125.3% Expenditures: General government 13.1 16.6 Public safety 28.1 33.0 Public works 5.8 6.3 Community services 2.8 2.9 Capital Outlay 49.7 5.8 Debt service - 5.0 Total Expenses 99.5 69.6 (30.1%) Excess of Revenues Over (Under)Expenditures (46.1) 50.7 Other Financing Sources(Uses): Net transfers 0.9 2.1 Special Item - 21.4 Extraordinary Item: Forgiveness of interest on advances 1_4 Net Change in Fund Balance 43.8 74.2 269.4% - 12 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Financial Analysis of the Government's Funds (continued) Transactions impacting revenues in the General Fund were as follows: • Property tax revenue totaled $14.9 million reflecting an increase of$0.6 million from prior year due to the increase in property values. • Intergovernmental revenue increased $1.7 million from fiscal year 2014 due to the reimbursement of state mandate costs of $0.7 million from the past few years. The State of California's Governor ordered that past due state mandate costs should be reimbursed due to excess state revenues. The City's Community Development Block Grant (CDBG) program's revenue increased $0.6 million from prior year due to the increase in budgeted funds by the Federal Government. • License and Permits decreased $0.4 million due to the decrease in building permits from prior year. During fiscal year 2014 the Irvine Company's constructed apartments in the Legacy and St. Anton Legacy LP's constructed apartments including low to moderate income apartments in the Legacy. Overall building activity was higher in fiscal year 2014. • Other Revenue increased $18.6 million from prior year primarily due to the $16.9 million the City received from Standard Pacific for construction of backbone infrastructure in the Legacy. The City sold 5.7 acres of Land Held for Resale in the Legacy for $0.5 million to the South Orange County Community College. Rental income increased $0.3 million from prior year due to the increase in renting space within the Legacy, primarily providing parking areas for the auto dealerships and renting the hangar located in the Legacy. Reimbursement for cost recovery increased $1.2 million from prior year for street maintenance to meet the City's Maintenance of Effort requirement to receive Measure M sales tax revenue from the Orange County Transportation Authority. Changes in General Fund expenditures from previous fiscal year, by function, occurred as follows during the year ended June 30, 2015: • General Government expenditures increased $3.5 million from prior year. Improvement and Right of Away expense increased $1.2 million for street and sidewalk maintenance to meet the Maintenance of Effort requirements to receive the Measure M sales tax from the Orange County Transportation Authority. Claims paid for workers compensation and liability claims increased $0.5 from prior year due to increase of settling outstanding claims. As previously stated, the City paid $0.7 million as a payment to the early retirement incentive program administered by Public Agency Retirement Services. The City paid the fiscal year 2014's payment in fiscal year 2013. The Economic Development Department expenses of $0.7 million were paid out of the General Fund because the Department of Finance disallowed that expense to be paid out of the Successor Agency to the Tustin Community Redevelopment Agency as was done in fiscal year 2014. Also, professional and consulting services for the development of the Legacy increased $1.3 million from prior year due to the increase in planning and design activity. • Public safety expenditures increased $4.9 million from prior year primarily due to the payment of the Public Safety Side Fund pension liability of $4.3 million and a $0.5 million increase in claims paid. • Public Works expenditures increased $0.5 million due to filling vacant positions and the increase in contract professional services. • Capital Outlay decreased $43.9 million primarily due to the decrease in construction projects. Construction projects completed in fiscal year 2014 included the Tustin Ranch Road extension, Valencia Avenue extension from Kensington Park Drive to Tustin Ranch Road, the Park Avenue extension from Legacy Road to the Jamboree Road ramp, and fire station 937; and the recognition of the amount due to Vestar/Kimco for the completion of backbone infrastructure totaling approximately $50 million of which the City was responsible for $18.2 million. - 13 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Financial Analysis of the Government's Funds (continued) • Net Transfers increased $1.2 million from prior year due to the transfer from Community Facility District Agency funds of$2.8 million to the General Fund for services provided in the Special Tax B areas. The services provided are public safety, street, park and landscape maintenance. The City's net transfer to other government funds and agency funds to eliminate deficit cash balances was $0.4 million (See Note 4). As stated previously the Gain on Sale of Land Held for Resale increased $48.1 million from prior fiscal year due to the sale of Land Held for Resale in the Legacy to Standard Pacific for the development of 375 residential homes. The $1.4 million extraordinary item, Forgiveness of Interest on Advances, decreased from fiscal year 2014. The extraordinary item was a settlement between the City and the DOF regarding a promissory note of $18.8 million the City entered into with the former Redevelopment Agency in December 2008 maturing December 2013. The promissory note had an interest rate of 4.25% per annum compounded semiannually. DOF agreed to lower the interest rate to the Local Agency Investment fund interest rate effective at the time the promissory note was issued which was 2.54% and agreed to a flat interest rate. The $1.4 million Forgiveness of Interest on Advances is the difference of the interest accrued and the interest amount DOF agreed would be due. The Special Item of$21.4 million is due to a decision from the DOF to allow the City to pay a Due to the Successor Agency promissory note with the former Redevelopment Agency over a five year period; therefore it was reclassified to long-term debt (See Note 8). The $5 million debt service payment was the first payment to the Successor Agency for that long-term debt obligation. The MCAS 2010 Capital Project Fund's increase in excess of revenues over expenditures of $31.4 million is primarily due, as previously stated, to the DOF allowing the use of unspent bond proceeds that were outstanding when the former Tustin Community Redevelopment Agency was dissolved February 1, 2012. The $32.1 million contribution from the Successor Agency will be used for backbone infrastructure within the Legacy area per the bond covenants. General Fund Budgetary Highlights Differences between the General Fund actual revenues and transfers and amended budgeted revenues and transfers were $4.0 million primarily due to better actual revenues received then projected primarily for property taxes, investment income, state mandate reimbursements and developer contributions. The amended budgeted expenditures were $80.5 million, an increase in appropriations of $8.2 million from the original budgeted expenditures of $72.3 million. The increase in appropriations was due the expected increase in professional and consulting services for design and development in the Legacy area. Actual General Fund expenditures were less than the amended budgeted amount of$80.5 million by $10.9 million due to the decrease in capital project spending and use of professional and consulting services. Financial Analysis of the Proprietary Funds The City has one proprietary fund which is the Water Enterprise Fund. Net position of the Water Enterprise increased $4.1 million during fiscal year 2015, from $32.0 million as of June 30, 2014, to $36.1 million as of June 30, 2015. Total revenues for the Water Fund exceeded total expenses by $4.1 million; however, with the implementation of GASB 68 the Restatement for Prior Period Adjustment of a negative $2.4 for pension liabilities reduced increase in Net change in position to $1.7 million. - 14 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Financial Analysis of the Proprietary Funds (Continued) Significant activity during the year included the adoption of a water conservation ordinance to encourage saving water during the drought California has been experiencing. As a result of water conservation water production costs decreased $0.1 million from prior fiscal year. Capital Asset and Debt Administration Capital Assets The City's investment in capital assets for its governmental and business-type activities as of June 30, 2015 amounts to $502.4 million, net of accumulated depreciation. This investment in capital assets includes land, buildings and system improvements, machinery and equipment, park facilities, roads, highways, and bridges. City of Tustin Summary of Changes in Capital Assets For the Year Ended June 30, 2015 (in millions of dollars) Governmental Business-Type Total Activities Activities Total %Change 2014 2015 2014 2015 2014 2015 2014-2015 Land $44.1 $44.1 $1.2 $1.2 $45.3 $45.3 Right of way 44.3 43.8 - - 44.3 43.8 Construction in progress 69.2 57.8 2.4 3.6 71.6 61.4 Buildings and improvements 76.0 76.4 4.8 4.5 80.8 80.9 Machinery and equipment 3.4 3.2 - - 3.4 3.2 Infrastructure 224.7 231.4 - - 224.7 231.4 Property, plant and equipment - - 37.5 36.4 37.5 36.4 Total Capital Assets, Net $461.7 $456.7 $45.9 $45.7 $507.6 $502.4 (1.0%) The major activity affecting capital assets this year was the decrease in construction in progress due to the completion of improvements for Valencia Avenue, Kensington Park Drive, Lansdowne Road, Severyns Road and Armstrong Avenue. Additional information on the City's capital assets can be found in the notes to the basic financial statements section of this report(beginning on page 50). Long-term Debt At the end of the current fiscal year, the City had total outstanding long-term liabilities of $114.3 million. Of this amount, $42.6 million are secured solely by specified revenue sources such as property tax increment and water service charges. - 15 - CITY OF TUSTIN Management's Discussion and Analysis (Unaudited) June 30, 2015 Long-term Debt (Continued) City of Tustin Summary of Changes in Long-Term Liabilities For the Year Ended June 30, 2015 (in millions of dollars) Governmental Business-Type Total Activities Activities Total % Change 2014 2015 2014 2015 2014 2015 2014-2015 Bonds payable $- $- $43.4 $42.6 $43.4 $42.6 Due to Successor Agency to the Tustin Community Redevelopment Agency - 16.4 - - - 16.4 Claims and judgments 4.3 5.1 - - 4.3 5.1 Postemployment benefits obligation 4.9 5.7 - - 4.9 5.7 Termination benefits 2.0 1.3 - - 2.0 1.3 Compensated absences 2.9 3.0 0.2 0.2 3.1 3.2 Pension liabilities 49.6 38.2 2.6 1.8 52.2 40.0 Total Outstanding Debt $63.7 $69.7 $46.2 44.6 109.9114.3 4.0% The City's long-term debt as of June 30, 2014, was restated due to implementation of GASB Statements 68 and 71 to record the pension liability. Overall, long-term debt increased $4.4 million from the restated prior year balances mostly due to the reclassification of the amount Due to the Successor Agency to the Tustin Community Redevelopment Agency ($16.4 million) from current to long-term liabilities. This was the result of a settlement agreement with the State Department of Finance. This increase was offset by a decrease of $12.2 million in pension liabilities, comprised of reductions for the Safety (police) Plans totaling $6.4 million and $5.8 million for the Miscellaneous (all other)Plans. Additional information on the City's long-term debt can be found in the notes to the basic financial statements section of this report starting on page 52. Next Year's Budget and Rates The City Council adopted the fiscal year 2015-2016 Budget with total appropriations of$186.1 million which includes $9 million of capital outlay for the Water Enterprise Fund. The General Fund fiscal year 2015-2016 estimated revenues are $55.5 million and budgeted appropriations are $54.3 million resulting in an estimated operating surplus of$1.2 million. The appropriations are $3.9 million higher than prior year's appropriation. The primary reason for the increase in appropriations is the 4% cost of living salary increase for all employees. The last cost of living salary increase the employees received was in 2008. The fire service $0.3 million. All other appropriations are consistent with fiscal year 2014. There were no fee increases as part of the preparation and adoption of the fiscal year 2015-16 budget. Requests for Information This financial report is designed to provide a general overview of the City'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 Director, City of Tustin, 300 Centennial Way, Tustin, California, 92780. - 16 - CITY OF TUSTIN STATEMENT OF NET POSITION June 30,2015 Governmental Business-type Activities Activity Total ASSETS: Cash and investments $ 151,529,865 $ 14,767,193 $ 166,297,058 Receivables: Accounts 4,744,042 2,791,123 7,535,165 Interest 227,839 30,668 258,507 Loans 1,588,866 - 1,588,866 Allowance for uncollectibles (1,238,866) - (1,238,866) Prepaid items and deposits 431,231 110 431,341 Land held for resale 122,384,169 - 122,384,169 Restricted assets: Cash and investments 18,455,244 20,673,118 39,128,362 Capital assets: Not being depreciated 145,713,206 4,728,481 150,441,687 Being depreciated,net 310,935,879 40,984,094 351,919,973 TOTAL ASSETS 754,771,475 83,974,787 838,746,262 DEFERRED OUTFLOWS OF RESOURCES: Deferred charge on refunding - 418,969 418,969 Deferred amounts on pension plans 8,648,172 195,401 8,843,573 TOTAL DEFERRED OUTFLOWS OF RESOURCES 8,648,172 614,370 9,262,542 LIABILITIES: Accounts payable and accrued liabilities 7,143,331 2,203,804 9,347,135 Interest payable - 487,792 487,792 Deposits payable 5,371,885 482,855 5,854,740 Noncurrent liabilities: Due within one year 12,632,869 981,393 13,614,262 Due in more than one year 57,049,754 43,611,267 100,661,021 TOTAL LIABILITIES 82,197,839 47,767,111 129,964,950 DEFERRED INFLOWS OF RESOURCES: Deferred amounts on pension plans 10,916,161 705,594 11,621,755 NET POSITION: Net investment in capital assets 456,649,085 24,270,718 480,919,803 Restricted for: Community services 2,110,077 - 2,110,077 Public safety 452,447 452,447 Public works 70,366,998 - 70,366,998 Unrestricted 140,727,040 11,845,734 152,572,774 TOTAL NET POSITION $ 670,305,647 $ 36,116,452 S 706,422,099 See accompanying notes to basic financial statements. - 17- CITY OF TUSTIN STATEMENT OF ACTIVITIES For the year ended June 30,2015 Program Revenues Charges Operating Capital for Grants and Grants and Functions/programs Expenses Services Contributions Contributions Governmental activities: General government $ 17,121,057 $ 252,074 $ 16,764 $ - Public safety 29,886,284 1,071,099 222,400 - Public works 34,435,214 1,564,314 2,184,778 20,115,139 Community services 3,699,059 892,102 1,122,881 129,340 Total governmental activities 85,141,614 3,779,589 3,546,823 20,244,479 Business-type activity: Water 15,982,078 19,375,359 - - Total $ 101,123,692 $ 23,154,948 $ 3,546,823 $ 20,244,479 General revenues: Taxes: Property Franchise Transient occupancy Business license Sales taxes shared state revenues Motor vehicle taxes shared state revenues Earnings on investments Gain on sale of land held for resale Contribution from sucessor agency Miscellaneous Total general revenues Change in net position NET POSITION AT BEGINNING OF YEAR, AS RESTATED NET POSITION AT END OF YEAR See accompanying notes to basic financial statements. - 18- Net(Expense)Revenue and Changes in Net Position Governmental Business-type Activities Activity Total $ (16,852,219) $ - $ (16,852,219) (28,592,785) - (28,592,785) (10,570,983) - (10,570,983) (1,554,736) - (1,554,736) (57,570,723) - (57,570,723) - 3,393,281 3,393,281 (57,570,723) 3,393,281 (54,177,442) 14,552,535 - 14,552,535 1,763,878 - 1,763,878 1,090,675 - 1,090,675 419,148 - 419,148 22,269,896 - 22,269,896 6,380,698 - 6,380,698 1,052,276 249,863 1,302,139 48,136,121 - 48,136,121 32,137,773 - 32,137,773 7,829,149 489,090 8,318,239 135,632,149 738,953 136,371,102 78,061,426 4,132,234 82,193,660 592,244,221 31,984,218 624,228,439 $ 670,305,647 $ 36,116,452 $ 706,422,099 - 19- CITY OF TUSTIN BALANCE SHEET GOVERNMENTAL FUNDS June 30,2015 MCAS 2010 Other Total Capital Project Governmental Governmental General Fund Funds Funds ASSETS Cash and investments $ 90,711,343 $ 31,420,596 $ 29,397,926 $ 151,529,865 Restricted cash and investments 16,645,150 - 1,810,094 18,455,244 Receivables: Accounts 4,050,889 - 693,153 4,744,042 Interest 102,780 28,628 96,431 227,839 Loans 539,133 - 1,049,733 1,588,866 Allowance for uncollectibles (539,133) - (699,733) (1,238,866) Prepaid items and deposits 429,400 - 1,831 431,231 Land held for resale 122,029,242 - 354,927 122,384,169 TOTAL ASSETS $ 233,968,804 $ 31,449,224 $ 32,704,362 $ 298,122,390 LIABILITIES,DEFERRED INFLOWS )F RESOURCES AND FUND BALANCE LIABILITIES: Accounts payable and accrued liabilities $ 5,828,375 $ 39,565 $ 1,275,391 $ 7,143,331 Deposits payable 4,556,161 - 815,724 5,371,885 TOTAL LIABILITIES 10,384,536 39,565 2,091,115 12,515,216 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue 197,156 - 623,557 820,713 FUND BALANCES: Nonspendable 122,458,642 - - 122,458,642 Restricted 16,650,332 - 24,048,818 40,699,150 Assigned - 31,409,659 5,940,872 37,350,531 Unassigned 84,278,138 - - 84,278,138 TOTAL FUND BALANCES 223,387,112 31,409,659 29,989,690 284,786,461 TOTAL LIABILITIES,DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES $ 233,968,804 $ 31,449,224 $ 32,704,362 $ 298,122,390 See accompanying notes to basic financial statements. -20- CITY OF TUSTIN RECONCILIATION OF THE GOVERNMENTAL FUNDS BALANCE SHEET TO THE STATEMENT OF NET POSITION June 30,2015 Fund balances-total governmental funds $ 284,786,461 Amounts reported for governmental activities in the Statement of Net Position are different because: Capital assets net of depreciation have not been included as financial resources in governmental funds. 456,649,085 Long-term liabilities applicable to the City's governmental activities are not due and payable in the current period and accordingly are not reported as fund liabilities. All liabilities both current and long-term,are reported in the Statement of Net Position. Balances at June 30,2015 are: Claims and judgments payable $ (5,148,755) Compensated absences payable (3,025,019) Due to Successor Agency (16,404,683) Post employment benefits obligation (5,694,218) Termination benefits payable (1,320,852) Total long-term liabilities (31,593,527) Pension related debt applicable to the City's governmental activites are not due and payable in the current period and accordingly are not reported as fund liabilities. Deferred outflows of resources and deferred inflows of resources related to pensions are only reported in the Statement of Net Position as the changes in these amounts effects only the government-wide statements for governmental activities: Deferred outflows of resources 8,648,172 Deferred inflows of resources (10,916,161) Pension liability (38,089,096) (40,357,085) Other long-term assets are not available to pay for current period expenditures and,therefore,are reported as unavailable revenue in the governmental funds balance sheet. 820,713 Net position of governmental activities $ 670,305,647 See accompanying notes to basic financial statements. -21 - CITY OF TUSTIN STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS For the year ended June 30,2015 MCAS 2010 Other Total Capital Project Governmental Governmental General Fund Funds Funds REVENUES: Taxes $ 43,696,204 $ - $ - $ 43,696,204 Licenses and permits 885,043 - - 885,043 Fines and forfeitures 752,597 - - 752,597 Investment income 716,989 123,075 201,597 1,041,661 Intergovernmental revenue 2,644,657 - 12,387,730 15,032,387 Charges for services 1,849,950 - 20,451 1,870,401 Rental income 938,971 - 174,369 1,113,340 Other revenue 3,743,105 - 2,559,287 6,302,392 Developer contribution 16,934,704 - - 16,934,704 Gain on sale of land held for resale 48,136,121 - - 48,136,121 Contribution from successor agency - 32,137,773 - 32,137,773 TOTAL REVENUES 120,298,341 32,260,848 15,343,434 167,902,623 EXPENDITURES: Current: General government 16,628,862 - 939,435 17,568,297 Public safety 32,963,299 - 99,630 33,062,929 Public works 6,347,830 69,427 - 6,417,257 Community services 2,899,151 - 271,596 3,170,747 Capital outlay 5,781,519 781,762 17,236,812 23,800,093 Debt service: Principal retirement 5,000,000 - - 5,000,000 TOTAL EXPENDITURES 69,620,661 851,189 18,547,473 89,019,323 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES 50,677,680 31,409,659 (3,204,039) 78,883,300 OTHER FINANCING SOURCES(USES): Transfers in 3,693,381 - 1,572,721 5,266,102 Transfers out (1,572,721) - (3,693,381) (5,266,102) TOTAL OTHER FINANCING SOURCES(USES) 2,120,660 - (2,120,660) - SPECIAL ITEM 21,404,683 - - 21,404,683 NET CHANGE IN FUND BALANCES 74,203,023 31,409,659 (5,324,699) 100,287,983 FUND BALANCES-BEGINNING OF YEAR 149,184,089 - 35,314,389 184,498,478 FUND BALANCES-END OF YEAR $ 223,387,112 $ 31,409,659 $ 29,989,690 $ 284,786,461 See accompanying notes to basic financial statements. -22- CITY OF TUSTIN RECONCILIATION OF THE STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES For the year ended June 30,2015 Net change in fund balances-total governmental funds $ 100,287,983 Amounts reported for governmental activities in the Statement of Activities are different because: Governmental funds report capital outlays as expenditures. However,in the Statement of Activities,the cost of those assets is allocated over their estimated useful lives as depreciation expense. This is the amount by which capital expenditures and contributions exceeded depreciation and disposition of capital assets in the current period: Capital expenditures $ 6,132,843 Disposition of capital assets (515,993) Depreciation expenses (10,641,088) (5,024,238) The issuance of long-term debt provides current financial resources to governmental funds,while the repayment of the principal of long term-debt and changes in other long-term liabilities affects the current financial resources of governmental funds. Neither transaction,however,has any effect on net position. This amount is the net effect of these differences in the treatment of long-term liabilities: Principal payment $ 5,000,000 Advances from Successor Agency (21,404,683) Postemployment benefits obligation (724,068) Claims and judgments payable (870,255) Compensated absences payable (171,189) Termination benefits payable 660,426 (17,509,769) Pension expense reported in the governmental funds includes the annual required contributions.In the Statement of Activities,pension expense includes the change in the net pension liability,and related change in pension amounts for deferred outflows of resources and deferred inflows of resources 5,007,033 Some revenues reported in the Statement of Activities are not considered to be available to finance current expenditures and therefore are reported as available revenues in the governmental funds: Net change in unavailable revenue (4,699,583) Change in net position of governmental activities $ 78,061,426 See accompanying notes to basic financial statements. -23- CITY OF TUSTIN STATEMENT OF NET POSITION PROPRIETARY FUND June 30,2015 Business-type Activity Water Enterprise ASSETS: Fund CURRENT ASSETS: Cash and investments $ 14,767,193 Accounts receivable 2,791,123 Interest receivable 30,668 Prepaid items 110 Restricted cash and investments 20,673,118 TOTAL CURRENT ASSETS 38,262,212 NONCURRENT ASSETS: Capital assets: Not being depreciated 4,728,481 Being depreciated,net 40,984,094 TOTAL NONCURRENT ASSETS 45,712,575 TOTAL ASSETS 83,974,787 DEFERRED OUTFLOWS OF RESOURCES: Deferred charge on refunding 418,969 Deferred amounts on pension plans 195,401 TOTAL DEFERRED OUTFLOWS OF RESOURCES 614,370 LIABILITIES: CURRENT LIABILITIES: Accounts payable and accrued liabilities 2,203,804 Deposits payable 482,855 Compensated absences payable 176,606 Termination benefits payable 14,787 Interest payable 487,792 Bonds payable 790,000 TOTAL CURRENT LIABILITIES 4,155,844 LONG-TERM LIABILITIES: Compensated absences payable 19,622 Termination benefits payable 14,787 Bonds payable 41,743,944 Net pension liability 1,832,914 TOTAL LONG-TERM LIABILITIES 43,611,267 TOTAL LIABILITIES 47,767,111 DEFERRED INFLOWS OF RESOURCES: Deferred amounts on pension plans 705,594 NET POSITION: Net investment in capital assets 24,270,718 Unrestricted 11,845,734 TOTAL NET POSITION $ 36,116,452 See accompanying notes to basic financial statements. -24- CITY OF TUSTIN STATEMENT OF REVENUES,EXPENSES AND CHANGES IN NET POSITION PROPRIETARY FUND For the year ended June 30,2015 Business-type Activity Water Enterprise Fund OPERATING REVENUES: Charges for services $ 19,375,359 OPERATING EXPENSES: Personnel services 2,488,663 Purchased water 6,530,965 Maintenance and operation 3,492,020 Depreciation and amortization 1,771,670 TOTAL OPERATING EXPENSES 14,283,318 OPERATING INCOME 5,092,041 NONOPERATING REVENUES(EXPENSES): Investment income 249,863 Other income 489,091 Interest expense and other fiscal charges (1,695,472) Loss on sale of assets (3,289) TOTAL NONOPERATING REVENUES(EXPENSES) (959,807) CHANGE IN NET POSITION 4,132,234 NET POSITION AT BEGINNING OF YEAR,AS RESTATED 31,984,218 NET POSITION AT END OF YEAR $ 36,116,452 See accompanying notes to basic financial statements. -25- CITY OF TUSTIN STATEMENT OF CASH FLOWS PROPRIETARY FUND For the year ended June 30,2015 Business-type Activity Water Enterprise Fund CASH FLOWS FROM OPERATING ACTIVITIES: Receipts from customers $ 20,498,194 Payments to suppliers (9,144,412) Cash paid to other funds for services (1,200,000) Payments to employees (2,475,112) NET CASH PROVIDED BY OPERATING ACTIVITIES 7,678,670 CASH FLOWS FROM CAPITAL AND RELATED FINANCING ACTIVITIES: Acquisition of capital assets (1,202,202) Cash paid to other funds for capital assets (454,398) Principal paid on bonds (770,000) Interest paid (2,106,162) NET CASH USED BY CAPITAL AND RELATED FINANCING ACTIVITIES (4,532,762) CASH FLOWS FROM INVESTING ACTIVITIES: Investment income 260,054 Change in the fair value of investments (24,864) NET CASH PROVIDED BY INVESTING ACTIVITIES 235,190 NET INCREASE IN CASH AND CASH EQUIVALENTS 3,381,098 CASH AND CASH EQUIVALENTS-BEGINNING OF YEAR 32,059,213 CASH AND CASH EQUIVALENTS-END OF YEAR $ 35,440,311 CASH AND CASH EQUIVALENTS: Cash and investments-current assets $ 14,767,193 Cash and investments-restricted assets 20,673,118 TOTAL CASH AND CASH EQUIVALENTS $ 35,440,311 See accompanying notes to basic financial statements. (Continued) -26- CITY OF TUSTIN STATEMENT OF CASH FLOWS PROPRIETARY FUND (CONTINUED) For the year ended June 30,2015 Business-type Activity Water Enterprise Fund RECONCILIATION OF OPERATING INCOME TO NET CASH PROVIDED BY OPERATING ACTIVITIES: Operating income $ 5,092,041 Adjustments to reconcile operating income to net cash provided by operating activities: Depreciation and amortization 1,771,670 Other nonoperating income 489,091 Change in assets and liabilities: (Increase)decrease in accounts receivable 537,595 (Increase)decrease in prepaid items 1,305 (Increase)decrease in deferred ouflows of resources (16,058) Increase(decrease)in accounts payable and accrued liabilities (246,622) Increase(decrease)in deposits payable 96,149 Increase(decrease)in compensated absences 27,234 Increase(decrease)in termination benefits payable (14,788) Increase(decrease)in net pension liability (764,541) Increase(decrease)in deferred inflows of resources 705,594 NET CASH PROVIDED BY OPERATING ACTIVITIES $ 7,678,670 See accompanying notes to basic financial statements. -27- CITY OF TUSTIN STATEMENT OF FIDUCIARY NET POSITION June 30,2015 Successor Agency to the Tustin Community Redevelopment Agency Private Purpose Agency Trust Fund Funds ASSETS: Cash and investments $ 5,304,175 $ 119,268 Restricted cash and investments 6,390,213 12,254,623 Receivables: Taxes - 72,218 Interest 4,833 - Due from City of Tustin 16,404,683 - Prepaid items and deposits 5,471 - Capital assets,net 1,570,400 - TOTAL ASSETS 29,679,775 $ 12,446,109 LIABILITIES: Accounts payable 30,348 $ 980 Interest payable 1,007,695 - Deposits payable 2,000 - Due to bondholders - 12,445,129 Long-term liabilities: Due within one year 7,291,171 - Due in more than one year 74,614,711 - TOTAL LIABILITIES 82,945,925 $ 12,446,109 NET POSITION: Held in trust $ (53,266,150) See accompanying notes to basic financial statements. -28- CITY OF TUSTIN STATEMENT OF CHANGES IN FIDUCIARY NET POSITION For the year ended June 30,2015 Successor Agency to the Tustin Community Redevelopment Agency Private Purpose Trust Fund ADDITIONS: Tax revenue $ 6,528,897 Rental income 15,000 Investment income 155,180 TOTAL ADDITIONS 6,699,077 DEDUCTIONS: Administrative expenses 250,000 Community services 281,648 Interest 3,175,906 Contribution to the City of Tustin 32,137,773 Depreciation and amortization 33,424 TOTAL DEDUCTIONS 35,878,751 CHANGE IN NET POSITION (29,179,674) NET POSITION-BEGINNING OF YEAR (24,086,476) NET POSITION-END OF YEAR $ (53,266,150) See accompanying notes to basic financial statements. -29- The page left blank intentionally - 30 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: a. The Financial Reporting Entity: The City of Tustin (City) was incorporated in 1927 as a "General Law" City governed by an elected five-member city council. As required by accounting principles generally accepted in the United States of America, these financial statements present the City of Tustin (the primary government) and its component units. The component units discussed below are included in the City's reporting entity because of the significance of their operational or financial relationship with the City. These entities are legally separate from each other. However, the City of Tustin's elected officials have a continuing full or partial accountability for fiscal matters of the other entities. The financial reporting entity consists of: (1)the City, (2) organizations for which the City is financially accountable, and (3) organizations for which the nature and significance of their relationship with the City are such that exclusion would cause the City's financial statements to be misleading or incomplete. An organization is fiscally dependent on the primary government if it is unable to adopt its budget, levy taxes, or set rates or charges, or issue bonded debt without approval by the primary government. In a blended presentation, a component unit's balances and transactions are reported in a manner similar to the balances and transactions of the City. Component units are presented on a blended basis when the component unit's governing body is substantially the same as the City's or the component unit provides services almost entirely to the City. Blended Component Units The Tustin Public Financing Authority (the Authority) is a joint powers authority organized pursuant to the State of California Government Code, Section 6500. The Authority exists under a Joint Exercise of Power Agreement dated May 1, 1995. The members of the City Council constitute the members of the Board of Directors of the Authority. The Authority is authorized to borrow money for the purpose of financing the acquisition of bonds, notes, and other obligations of, or for the purpose of making loans to the City and/or to refinance outstanding obligations of the City or Assessment Districts of the City. The City of Tustin Housing Authority (the Housing Authority) was established by the City Council in 2011, and is responsible for the administration of providing affordable housing in the City. The Housing Authority is governed by a five-member Board of Directors which consists of members of the City Council, which designates management and has full accountability for the Housing Authority's financial affairs. The Housing Authority's financial transactions are reported in the Special Revenue Funds. Since the City Council serves as the governing board for these component units and management of the City has operational responsibility for these component units, all of the City's component units are considered to be blended component units. Blended component units, although legally separate entities, are in substance, part of the City's operations and so data from these units are reported within the funds of the primary government. These component units do not issue separate component unit financial statements. - 31 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): b. Government-wide and Fund Financial Statements: The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information about the reporting government as a whole, except for its fiduciary activities. All fiduciary activities are reported only in the fund financial statements. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported separately from business-type activities, which rely to a significant extent on fees and charges for support. Likewise, the primary government (including its blended component units) is reported separately from discretely presented component units for which the primary government is financially accountable. The City has no discretely presented component units. Certain eliminations have been made as prescribed by GASB Statement No. 34 in regards to interfund activities, payables and receivables. All internal balances in the statement of net position have been eliminated except those representing balances between the governmental activities and the business-type activity, which are presented as internal balances and eliminated in the total primary government column. In the statement of activities, inter-fund services have been eliminated; however, those transactions between governmental and business-type activity have not been eliminated. The statement of activities demonstrates the degree to which the direct expenses of a given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. Taxes and other items not properly included among program revenues are reported instead as general revenues. The underlying accounting system of the City is organized and operated on the basis of separate funds, each of which is considered to be a separate accounting entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, deferred outflows of resources, liabilities, deferred inflows of resources, fund equity, revenues, and expenditures or expenses, as appropriate. Governmental resources are allocated to and accounted for in individual funds based upon the purposes for which they are to be spent and the means by which spending activities are controlled. - 32 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): b. Government-wide and Fund Financial Statements (Continued): Separate financial statements for the City's governmental, proprietary, and fiduciary funds are presented after the government-wide financial statements. These statements display information about major funds individually and other governmental funds in the aggregate for governmental funds. Fiduciary fund statements, even though excluded from the government-wide financial statements, include financial information for private purpose trust funds and agency funds. c. Measurement Focus, Basis of Accounting and Financial Statement Presentation: The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting, as are the proprietary fund and fiduciary fund (fiduciary funds do not have a measurement focus) financial statements. Under the economic resources measurement focus, all assets, deferred outflows of resources, liabilities, and deferred inflows of resources (whether current or noncurrent) associated with their activity are included on their statements of net position. Operating statements present increases (revenues) and decreases (expenses) in total net position. Under the 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. Proprietary funds result from providing services and producing and delivering goods. Nonexchange transactions, in which the City gives (or receives) value without directly receiving (or giving) equal value in exchange include taxes, grants, entitlements, and donations. Revenue from grants, entitlements, and donations is recognized in the fiscal year in which all the eligibility requirements have been satisfied. Property taxes are recognized as revenue in the year for which they are levied. Operating revenues are those that result from providing services. Operating expenses for proprietary funds include the cost of sales and services, administrative expenses, and depreciation on capital assets. All revenues and expenses not meeting this definition are reported as nonoperating revenues and expenses. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under the current financial resources measurement focus, only current assets and current liabilities are generally included on their balance sheets. The reported fund balance (net current assets) is considered to be a measure of "available spendable resources". Governmental fund operating statements present increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. Accordingly, they are said to present a summary of sources and uses of"available spendable resources" during a period. - 33 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): c. Measurement Focus, Basis of Accounting and Financial Statement Presentation (Continued): Noncurrent portions of long-term receivables due to governmental funds are reported on their balance sheets in spite of their spending measurement focus. Under the modified accrual basis of accounting, 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 government considers revenues to be available if they are collected within 60 days of the end of the current fiscal period. Expenditures generally are recorded when a liability is incurred, except for principal and interest on long-term liabilities, claims and judgments, and compensated absences, which are recognized as expenditures to the extent they have matured. Capital asset acquisitions are reported as expenditures in governmental funds. Proceeds of long-term liabilities are reported as other financing sources. Property taxes, franchise taxes, licenses, intergovernmental revenue and interest associated with the current fiscal period are all considered to be susceptible to accrual and so have been recognized as revenues of the current fiscal period. All other revenue items are considered to be measurable and available only when cash is received by the government. The City's fiduciary funds consist of a private purpose trust fund, which is reported using the economic resources measurement focus, and the agency funds which have no measurement focus, but utilize the accrual basis for reporting its assets and liabilities. All governmental activities, business-type activities and proprietary funds of the City follow Governmental Accounting Standards Board (GASB)pronouncements. When both restricted and unrestricted resources are available for use, it is the City's policy to use restricted resources first, then unrestricted resources as they are needed. - 34 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): c. Measurement Focus, Basis of Accounting and Financial Statement Presentation (Continued): Fund Classifications The funds designated as major funds are determined by a mathematical calculation. The City reports the following major governmental funds: The General Fund is the primary operating fund of the City and is used to account for all revenues and expenditures that are not required to be accounted for in another fund. The MCAS 2010 Capital Proj ects Fund is used to account for capital proj ect costs at the Marine Corps Air Station. The City reports the following major proprietary fund: The Water Enterprise Fund is used to account for the City's water service operations to residents and businesses. The City's fund structure also includes the following fund types: Governmental Funds Special Revenue Funds are used to account for the proceeds of specific revenue sources that are restricted by law or administrative action for a specified purpose. Capital Projects Funds are used to account for financial resources to be used for the acquisition or construction of major capital facilities. Fiduciary Funds Private Purpose Trust Fund is used to account for the activities of the Successor Agency to the Tustin Community Redevelopment Agency. Agency Funds are used to account for assets held by the City in a trustee capacity or as an agent for individuals, private organizations and other governments. Agency funds are custodial in nature (assets equal liabilities) and do not involve measurement of results of operations. The agency funds are used to account for taxes received for special assessments debt for which the City is not obligated. - 35 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): d. New Accounting Pronouncements: Current Year Standards In fiscal year 2014-2015, the City implemented Governmental Accounting Standards Board (GASB) Statement No. 68, "Accounting and Financial Reporting for Pensions, an Amendment of GASB Statement No. 27" and GASB Statement No. 71, "Pension Iransition for Contributions Made Subsequent to the Measurement Date, an Amendment of GASB Statement No. 68". These Statements establish standards for measuring and recognizing liabilities, deferred outflows of resources, deferred inflows of resources, and expenses. For defined benefit pension plans, these Statements identify the methods and assumptions that should be used to project benefit payments, discount projected benefit payments to their actuarial present value, and attribute that present value to periods of employee service. Accounting changes adopted to conform to the provisions of these statements should be applied retroactively. The result of the implementation of these standards decreased the net position at July 1, 2014 by $45,364,118 and $2,418,112, in the governmental activities and business-type activity, respectively. GASB Statement No. 69 - "Government Combinations and Disposals of Government Operations" was required to be implemented in the current fiscal year and did not impact the City. Pending Accounting Standards GASB has issued the following statements which may impact the City's financial reporting requirements in the future: • GASB 72 - Fair Value Measurement and Application", effective for periods beginning after June 15, 2015. • GASB 73 - "Accounting and Financial Reporting for Pensions and Related Assets That Are Not within the Scope of GASB Statement 68, and Amendments to Certain Provisions of GASB Statements 67 and 68", effective for periods beginning after June 15, 2015 - except for those provisions that address employers and governmental nonemployer contributing entities for pensions that are not within the scope of Statement 68, which are effective for periods beginning after June 15, 2016. • GASB 74 - "Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans", effective for periods beginning after June 15, 2016. • GASB 75 - `Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions", effective for periods beginning after June 15, 2017. • GASB 76 - "The Hierarchy of Generally Accepted Accounting Principles for State and Local Governments", effective for periods beginning after June 15, 2015. - 36 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): e. Assets, Deferred Outflows of Resources, Liabilities, Deferred Inflows of Resources and Net Position or Equity: Cash, Cash Equivalents and Investments Investments are stated at fair value (the value at which a financial instrument would be exchanged in a current transaction between willing parties other than a forced or liquidation sale), except for certain investments which have a remaining life of less than one year when purchased and investment contracts, which are stated at amortized cost. The City's proprietary fund participates in the pooling of City-wide cash and investments. Amounts held in the City pool are available to the fund on demand and are considered to be cash and cash equivalents for statement of cash flow purposes. Investments not held in the City pool that are short-term investments with original maturities of three months or less from the date of acquisition are considered cash and cash equivalents. Capital Assets Capital assets (including infrastructure) are recorded at cost where historical records are available and at an estimated original cost where no historical records exist. Contributed capital assets are valued at their estimated fair value at the date of contribution. Capital asset purchases (other than infrastructure) in excess of$10,000 are capitalized if they have an expected useful life of five years or more. Infrastructure assets with a cost exceeding $150,000 are capitalized. Capital assets include additions to public domain (infrastructure), certain improvements including pavement, curb and gutter, sidewalks, traffic control devices, streetlights, sewers, storm drains, bridges, and right-of-way corridors within the City. Capital assets used in operations are depreciated over their estimated useful lives using the straight-line method in the government-wide financial statements and in the fund financial statements of the enterprise fund. Depreciation is charged as an expense against operations and accumulated depreciation is reported on the respective statement of net position. The lives used for depreciation purposes of each capital asset class are: Buildings 5 - 40 years Improvements other than buildings 5 - 40 years Property and plant 5 - 40 years Machinery and equipment 4 - 10 years Infrastructure 25 - 75 years - 37 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): e. Assets, Deferred Outflows of Resources, Liabilities, Deferred Inflows of Resources and Net Position or Equity (Continued): Deferred Outflows/Inflows of Resources In addition to assets, the statement of net position and the governmental funds balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred ou�flows of resources, represents a consumption of net position that applies to future periods and so will not be recognized as an outflow of resources (expense/expenditure) until that time. The City has three items that qualify for reporting in this category. The first item is the deferred charge on refunding, net of accumulated amortization, reported in the government-wide statement of net position and the proprietary fund financial statements. A deferred charge on refunding results from the difference in the carrying value of refunded debt and its reacquisition price. This amount is deferred and amortized over the shorter of the life of the refunded or refunding debt. The second item is the deferred outflow related to pensions. This amount is equal to employer contributions made after the measurement date of the net pension liability. The third item is a deferred outflow related to pensions for the changes in proportion and differences between employer contributions and the proportionate share of contributions. This amount is amortized over a closed period equal to the average of the expected remaining services lives of all employees that are provided with pensions through the Plans determined as of June 30, 2013 (the beginning of the measurement period ended June 30, 2014), which is 3.8 years. In addition to liabilities, the statement of net position and the governmental funds balance sheet will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to future periods and will not be recognized as an inflow of resources (revenue) until that time. The City has two items that qualify for reporting in this category. The first item, which arises only under a modified accrual basis of accounting is unavailable revenue, which is reported only in the governmental funds balance sheet. The governmental funds report unavailable revenues from grants. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. The second item is a deferred inflow related to pensions resulting from the difference in projected and actual earnings on investments of the pension plan fiduciary net position. This amount is amortized over five years. Land Held for Resale Land held for resale is carried at the lower of cost or estimated realizable value determined only upon the execution of a disposition and development agreement. - 38 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): e. Assets, Deferred Outflows of Resources, Liabilities, Deferred Inflows of Resources and Net Position or Equity (Continued): Property Taxes Under California law, property taxes are assessed and collected by the counties up to 1% of assessed value, plus other increases approved by the voters. The property taxes go into a pool, and are then allocated to the cities based on complex formulas. The City accrues as revenues only those taxes which are received within 60 days after year end in the fund financial statements. Property Tax Calendar Property taxes are assessed and collected each fiscal year according to the following property tax calendar: Lien date January 1st Levy period July 1st to June 30th Levy date On or before 4th Monday in September Due date November 1st- 1st installment February 1st- 2"d installment Collection date December 10th - 1st installment April 10th - 2"d installment Interest and penalties are assessed after the collection date. Compensated Absences All vested vacation and compensatory leave time is recognized as an expense and as a liability in the proprietary type fund at the time the liability vests. Governmental fund types recognize the vested vacation and compensatory time as an expenditure in the current year to the extent it is paid during the year or is due and payable at year-end. Any additional accrued vacation and compensatory time relating to governmental funds and amounts relating to the proprietary fund type are included as long-term liabilities within the statement of net position. - 39 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED): e. Assets, Deferred Outflows of Resources, Liabilities, Deferred Inflows of Resources and Net Position or Equity (Continued): Pensions For purposes of measuring the net pension liability and deferred outflows/inflows of resources related to pensions, and pension expense, information about the fiduciary net position of the City's California Public Employees' Retirement System (CalPERS)plans (Plans) and additions to/deductions from the Plans' fiduciary net position have been determined on the same basis as they are reported by CalPERS. For this purpose, benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. f Use of Estimates: The preparation of financial statements in accordance with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosure of contingent assets and liabilities at the statement of net position date, and reported amounts of revenues and expenses during the reporting period. Estimates are used to determine depreciation expense, the allowance for doubtful accounts and certain liabilities. Actual results may differ from those estimates. 2. CASH AND INVESTMENTS: Cash and Investments Cash and investments as of June 30, 2015 are classified in the accompanying financial statements as follows: Statement of Net Position: Cash and investments $ 166,297,058 Restricted cash and investments 39,128,362 Fiduciary Funds: Cash and investments 5,423,443 Restricted cash and investments 18,644,836 Total Cash and Investments 229.493.699 - 40 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 2. CASH AND INVESTMENTS (CONTINUED): Cash and Investments (Continued) Cash and investments as of June 30, 2015 consist of the following: Cash on hand $ 9,100 Deposits with financial institutions 6,975,127 Investments 222,509,472 Total Cash and Investments 229.493.699 Investments Authorized by the California Government Code and the City's Investment Policy The table below identifies the investment types that are authorized for the City. The table also identifies certain provisions of the City's investment policy that address interest rate risk and concentration of credit risk. This table does not address investments of debt proceeds held by fiscal agents that are governed by the provisions of debt agreements of the City, rather than the general provisions of the California Government Code or the City's investment policy. Maximum Maximum Investment Types Percentage Investment Authorized by the City's Policy Maturity of Portfolio in One Issuer Negotiable certificates of deposit None 30% None Prime quality commercial paper 270 days * 25% None Government sponsored pools (LAIF, mutual funds) N/A None None Commercial bank time drafts (Bankers acceptances) 180 days 25% 30% Medium-term notes 5 years 15% None Municipal and state securities None 15% 5% Federal agency bonds or notes 5 years 75% None U.S. Treasury securities 5 years None None Money market funds N/A None None Repurchase agreements 1 year None None N/A-Not Applicable * Average weighted maturity shall not exceed ninety (90) days if commercial paper exceeds fifteen (15)percent of total portfolio assets. - 41 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 2. CASH AND INVESTMENTS (CONTINUED): Investments Authorized by Debt Agreements Investment of debt proceeds held by bond trustees is governed by provisions of the debt agreements, rather than the general provisions of the California Government Code or the City's investment policy. The table below identifies the investment types that are authorized for investments held by bond trustees. The table also identifies certain provisions of these debt agreements that address interest rate risk and concentration of credit risk. Maximum Maximum Maximum Percentage Investment Authorized Investment Types Maturity of Portfolio in One Issuer U.S. Treasury Obligations None None None U.S. Government Sponsored Agency Securities None None None Banker's Acceptances 270 days None None Commercial Paper 180 days None None Money Market Mutual Funds N/A None None Investment Contracts 30 years None None Certificates of Deposit None None None Corporate Notes None None None Repurchase Agreements None None None N/A-Not Applicable Disclosures Relating to Interest Rate Risk Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Generally, the longer the maturity of an investment, the greater the sensitivity of its fair value to changes in market interest rates. One of the ways that the City manages its exposure to interest rate risk is by purchasing a combination of shorter term and longer term investments and by timing cash flows from maturities so that a portion of the portfolio is maturing or coming close to maturity evenly over time as necessary to provide the cash flow and liquidity needed for operations. - 42 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 2. CASH AND INVESTMENTS (CONTINUED): Disclosures Relating to Interest Rate Risk(Continued) Information about the sensitivity of the fair values of the City's investments (including investments held by bond trustees) to market interest rate fluctuations is provided by the following table that shows the distribution of the City's investments by maturity: Remaining Maturity 12 Months 13 -24 25 -60 Over 60 Investment Type or Less Months Months Months Total United States Treasury Obligations $ 3,001,641 $ 22,018,823 $ 9,510,077 $ - $ 34,530,541 United States Government Sponsored Agency Securities: Federal National Mortgage Association(FNMA) - - 16,227,854 - 16,227,854 Federal Home Loan Bank(FHLB) - 10,075,630 15,986,873 - 26,062,503 Federal Home Loan Mortgage Corporation(FHLMC) - 17,509,419 18,182,271 - 35,691,690 Federal Farm Credit Bank(FFCB) - 1,995,798 12,851,213 - 14,847,011 Local Agency Investment Pool(LAIF) 28,124,069 - - - 28,124,069 Orange County Investment Pool 10,410,395 - - - 10,410,395 Negotiable Certificates of Deposit 744,426 2,236,798 9,181,038 - 12,162,262 Medium-term Notes - 9,100,221 9,128,609 - 18,228,830 Municipal Bonds - - 3,986,680 - 3,986,680 Held by Fiscal Agents: Money Market Mutual Funds 22,237,637 - - - 22,237,637 64.518.168 62.936.689 95.054.615 - $222,509,472 - 43 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 2. CASH AND INVESTMENTS (CONTINUED): Disclosures Relating to Credit Risk Generally, credit risk is the risk that an issuer of an investment will not fulfill its obligation to the holder of the investment. This is measured by the assignment of a rating by a nationally recognized statistical rating organization. Presented below is the minimum rating required by (where applicable) the California Government Code, the City's investment policy, or debt agreements, and the Standard and Poor's actual rating as of year end for each investment type. Total Minimum Exempt as of Legal from Not Investment Type June 30,2015 Rating Disclosure AAA AA+ AA Other Rated U.S.Treasury Obligations $ 34,530,541 N/A $34,530,541 $ $ - $ $ $ U.S.Government Sponsored Agency Securities: FNMA 16,227,854 N/A 16,227,854 FHLB 26,062,503 N/A 26,062,503 FHLMC 35,691,690 N/A 35,691,690 FFCB 14,847,011 N/A 14,847,011 - LocalAgencyInvestmentPool: 28,124,069 N/A - - - - - 28,124,069 Orange County Investment Pool 10,410,395 N/A 10,410,395 Negotiable Certificates of Deposit 12,162,262 N/A 12,162,262 Medium-termNotes18,228,830 A 2,007,056 7,062,790 9,158,984 - Municipal Bonds 3,986,680 A - - 3,986,680 Held by Fiscal Agents: Money Market Mutual Funds 22,237,637 A 22,237,637 Total S 222509 47? ;41 124,2, SIZA22.OiB L-7462.22-0 513,145,664 iiQ 2.6_= N/A-Not Applicable The ratings for the"Other" category above are as follows: Medium-term Notes: Municipal Bonds: A $ 3,009,377 Aa3 3.986.680 A2 3,115,996 Aa3e 1,001,921 AA- 2,031,690 9,158,984 - 44 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 2. CASH AND INVESTMENTS (CONTINUED): Concentration of Credit Risk The investment policy of the City contains no limitations on the amount that can be invested in any one issuer beyond that stipulated by the California Government Code. Investments in any one issuer that represent 5% or more of total City's investments are as follows: Reported Issuer Investment Type Amount Federal National Mortgage Association United States Government Sponsored Agency Securities $ 16,227,854 Federal Home Loan Bank United States Government Sponsored Agency Securities 26,062,503 Federal Home Loan Mortgage Corporation United States Government Sponsored Agency Securities 35,691,690 Federal Farm Credit Bank United States Government Sponsored Agency Securities 14,847,011 Custodial Credit Risk Custodial credit risk for deposits is the risk that, in the event of the failure of a depository financial institution, an investor will not be able to recover its deposits or will not be able to recover collateral securities that are in the possession of an outside party. The custodial credit risk for investments is the risk that, in the event of the failure of the counterparty (e.g., broker-dealer) to a transaction, an investor will not be able to recover the value of its investment or collateral securities that are in the possession of another party. The California Government Code and the City's investment policy do not contain legal or policy requirements that would limit the exposure to custodial credit risk for deposits or investments, other than the following provision for deposits: The California Government Code requires that a financial institution secures deposits made by state or local governmental units by pledging securities in an undivided collateral pool held by a depository regulated under state law (unless so waived by the governmental unit). The market value of the pledged securities in the collateral pool must equal at least 110% of the total amount deposited by the public agencies. California law also allows financial institutions to secure City deposits by pledging first trust deed mortgage notes having a value of 150% of the secured public deposits. - 45 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 2. CASH AND INVESTMENTS (CONTINUED): Custodial Credit Risk (Continued) As of June 30, 2015, none of the City's deposits with financial institutions in excess of federal depository insurance limits were held in uncollateralized accounts. As of June 30, 2015, the City's investments in the following investment types were held by the same broker-dealer (counterparty)that was used by the City to buy the securities: Carrying Investment Type Value U.S. Treasury Obligations $ 34,530,541 U.S. Government Sponsored Agency Securities 92,829,058 Medium-term Notes 18,228,830 Municipal Bonds 3,986,680 Negotiable Certificates of Deposit 12,162,262 Investment in State Investment Pool The City is a voluntary participant in the Local Agency Investment Fund (LAIF) that is regulated by the California Government Code under the oversight of the Treasurer of the State of California. The fair value of the City's investment in this pool is reported in the accompanying financial statements at amounts based upon the City's pro-rata share of the fair value provided by LAW for the entire LAW portfolio (in relation to the amortized cost of that portfolio). The balance available for withdrawal is based on the accounting records maintained by LAIF, which are recorded on an amortized cost basis. Investment in County Investment Pool The Orange County Investment Pool Fund (OCIP) is a pooled investment fund program governed by the Orange County Board of Supervisors, and is administered by the Orange County Treasurer and Tax Collector. Investments in OCIP are highly liquid as deposits and withdrawal can be made at any time without penalty. The City's fair value of its share in the pool is the same value of the pool shares, which amounted to $10,410,395. Information on OCIP's use of derivative securities in its investment portfolio and OCIP's and the City's exposure to credit, market, or legal risk is not available. - 46 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 3. LOANS RECEIVABLE: Multi-Family Development Loan: A bridge loan was provided to a senior apartment developer to assist in the development of 53 affordable rental units. The total outstanding balance as of June 30, 2015 was $350,000. Home Improvement Loans: Home improvement loans were provided to low and moderate income households (rental and ownership). These deferred loans are due upon sale, refinance, or when the rental units are no longer available as affordable units. Term is 30 years. The total outstanding balance as of June 30, 2015, was $44,496. An allowance of$44,496 has been recorded to reflect the amount of the loans not expected to be collectible. Homebuyer Program Loans: Down payment assistance was provided to qualified first time homebuyers. The loans provided in the Ambrose Lane Development are due beginning in 2016, or when the homeowner sells or refinances. The loans provided in the Tustin Grove Development are due when the homeowner sells or refinances. If the homeowner does not sell or refinance before July 2015, the loan is forgiven. The total outstanding balance as of June 30, 2015, was $655,237. An allowance of $655,237 has been recorded to reflect the amount of loans not expected to be collectible. Orange County Rescue Mission: On February 10, 2015, the City entered into an agreement with the Orange County Rescue Mission (OCRM), whereby the City agreed to convey two residential buildings to the OCRM to be used for housing for homeless veterans. In exchange, the OCRM executed a promissory note to the City in the amount of $533,000. The note is payable after 30 years with 3% interest. For every year that the OCRM uses the property for homeless veterans housing, the promissory note and any accrued interest will be forgiven by 1/30th. Should the OCRM successfully utilize the properties for homeless veterans housing for all 30 years in which the note is in effect, as stipulated in the deed of trust, it will owe no money to the City. The total outstanding balance at June 30, 2015, including accrued interest of $6,133 was $539,133. An allowance of $539,133 has been recorded to reflect the amount of the note not expected to be collectible. 4. INTERFUND TRANSFERS: The composition of interfund transfers for the year ended June 30, 2015 is as follows: Transfers In Transfers Out Amount General Fund Other Governmental Funds $ 3,693,381 Other Governmental Funds General Fund 1,572,721 5266.102 - 47 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 4. INTERFUND TRANSFERS (CONTINUED): The transfers during the fiscal year ended June 30, 2015 were for the following purposes: A transfer from other governmental funds totaling $322,216 was made to reimburse the General Fund per the adopted budget for fiscal year 2014-15. A transfer from other governmental funds totaling $537,479 to the General Fund to repay taxes for amounts transferred to cover negative cash in prior years. A transfer from other governmental funds totaling $2,833,686 to the General Fund for services provided in the Special Tax B area. The General Fund transferred $1,572,721 to other governmental funds to eliminate negative cash until reimbursement is received from the fiscal agent. 5. LAND TRANSFER FROM THE UNITED STATES GOVERNMENT: On May 13, 2002, the City entered into an agreement with the United States of America (the Government) wherein the Government agreed to convey to the City a portion of the former Marine Corps Air Station Tustin (MCAS Tustin). The transfer is pursuant to the authority provided by Section 2905(b)4 of the Defense Base Closure and Realignment Act of 1990, as amended, and the implementing regulations of the Department of Defense to convey surplus property at a closing installation to the local redevelopment authority at no cost for economic development purposes. The real properties, consisting of approximately 1,153 acres of land located within the bounds of the former MCAS Tustin, were conveyed to the City in multiple parcels, by separate conveyances. Parcel Group I, (consisting of approximately 977 acres), was conveyed to the City on May 14, 2002. A portion of Parcel Group I (consisting of approximately 23 acres) was conveyed to the City during fiscal year 2003 and the remainder was conveyed to the City in fiscal year 2004. Conveyance of Parcel Group II (consisting of a total of 49 acres)was conveyed in September 2006 and May and July 2003. Conveyance of Parcel Group III (consisting of approximately 18 acres) and Parcel Group IV (consisting of approximately 119 acres) were conveyed in September 2006 and April 2008, respectively. As part of the agreement, the City also received certain personal property and utilities on the base. The land parcels were recorded at their estimated fair values at the dates of conveyance. Subsequent to the conveyance of properties from the Government, the Agreement required the City to convey approximately 22 acres to Santa Ana Unified School District (SAUSD), 15 acres to Rancho Santiago Community College District (RSCCD) and 65 acres to South Orange County Community College District (SOCCCD) subject to certain conditions as detailed in the agreement with the Government and the terms and conditions of the settlement and release agreements between the City and SAUSD and the City and the RSCCD. - 48 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 5. LAND TRANSFER FROM THE UNITED STATES GOVERNMENT: (CONTINUED): The SAUSD declined the conveyance of the land from the City and instead of receiving the land, the SAUSD was paid $60,000,000 under an agreement dated December 20, 2002. The City conveyed the RSCCD parcel during fiscal year 2003. Conveyance of the SOCCCD parcel happened in fiscal year 2004. On May 21, 2013, the City Council approved a General Plan Amendment, MCAS Tustin Specific Plan Amendment, Development Agreement, and Agreement for Exchange of Real Property with the SOCCCD. The Exchange Agreement delineates the terms and processes associated with the exchange of the ultimate ownership of approximately 89 acres of land within Planning Area 1 of Tustin Legacy. The City of Irvine has identified concerns about that project's traffic impacts in Irvine, and about the traffic analysis of projects in the MCAS Tustin Specific Plan area generally. In July 2013, the City entered into a settlement agreement with the City of Irvine which allowed the City to proceed with the Exchange Agreement. The transfer of the parcels occurred August 2014 and was considered an even exchange. The City also entered into a separate agreement with the SOCCCD in July 2014 to acquire the Valencia Parcels, approximately 5 acres of land, for $1,083,220 less a demolition credit of $500,000. In August 2014, the City sold 74 acres of the land to a developer for $56,000,000 resulting in a gain on land held for resale of$48,136,121. In February 2015, the City entered into an Exchange Agreement with the United States of America Department of Army. The Exchange Agreement delineates the terms associated with the exchange of the ultimate ownership of approximately 15 acres of usable land and improvements. The transfer of the property occurred in April 2015 and was determined to be of equivalent value. The recorded value of the remaining parcels as of June 30, 2015 was $90,026,647. The value was based on an assumption that most of the land will be sold in a bulk sale to a single developer and the remaining property not sold will be park space or conveyed to other governmental agencies. - 49 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 6. CAPITALASSETS: A summary of changes in the Governmental Activities capital assets for the year ended June 30, 2015 is as follows: Balance at Balance at July 1,2014 Additions Deletions June 30,2015 Capital assets,not being depreciated: Land $ 44,140,596 $ - $ - $ 44,140,596 Right of way 44,266,501 - (508,345) 43,758,156 Construction in progress 69,153,498 17,268,882 (28,607,926) 57,814,454 Total capital assets,not being depreciated 157,560,595 17,268,882 (29,116,271) 145,713,206 Capital assets,being depreciated: Buildings 71,366,665 - (15,950) 71,350,715 Improvements other than buildings 23,616,810 2,755,483 (237,387) 26,134,906 Machinery and equipment 15,402,132 606,549 (627,252) 15,381,429 Infrastructure 321,639,450 14,109,855 - 335,749,305 Total capital assets, being depreciated 432,025,057 17,471,887 (880,589) 448,616,355 Less accumulated depreciation for: Buildings (14,025,763) (1,433,004) 15,950 (15,442,817) Improvements other than buildings (4,980,436) (849,414) 231,464 (5,598,386) Machinery and equipment (11,997,525) (845,060) 625,527 (12,217,058) Infrastructure (96,908,605) (7,513,610) - (104,422,215) Total accumulated depreciation (127,912,329) (10,641,088) 872,941 (137,680,476) Total capital assets, being depreciated,net 304,112,728 6,830,799 (7,648) 310,935,879 Total governmental activities capital assets,net 461,673,323 24,099.681 (29,123,919) 456,649,085 - 50 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 6. CAPITAL ASSETS (CONTINUED): Depreciation expense was charged to functions/programs of the governmental activities as follows: General government $ 214,332 Public safety 330,093 Public works 9,602,805 Community services 493,858 10,641088 A summary of changes in the Business-type Activity capital assets for the year ended June 30, 2015 is as follows: Balance at Balance at July 1,2014 Additions Deletions June 30,2015 Capital assets,not being depreciated Land $ 1,177,216 $ - $ - $ 1,177,216 Construction in progress 2,464,004 1,087,261 - 3,551,265 Total capital assets, not being depreciated 3,641,220 1,087,261 - 4,728,481 Capital assets,being depreciated: Buildings and improvements 9,568,372 - (67,995) 9,500,377 Property,plant and equipment 57,407,957 424,068 (71,216) 57,760,809 Total capital assets, being depreciated 66,976,329 424,068 (139,211) 67,261,186 Less accumulated depreciation for: Buildings and improvements (4,756,632) (268,009) 64,707 (4,959,934) Property,plant and equipment (19,938,772) (1,449,601) 71,215 (21,317,158) Total accumulated depreciation (24,695,404) (1,717,610) 135,922 (26,277,092) Total capital assets,being depreciated,net 42,280,925 (1,293,542) (3,289) 40,984,094 Total business-type activity capital assets,net 45,922,145 (206 881) (3289) 45,712,575 During the fiscal year ended June 30, 2015, the City capitalized interest of$309,126. - 51 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 7. LONG-TERM LIABILITIES: A summary of long-term liability activity for the year ended June 30, 2015 is as follows: Balance at July 1,2014 (As Restated- Balance at Due Within Note 20) Additions Deletions June 30,2015 One Year Governmental activities: Due to Successor Agency to the Tustin Community Redevelopment Agency(Note 8)$ - $ 21,404,683 $ (5,000,000) $ 16,404,683 $ 4,101,171 Pension liability(Note 9c) 49,610,256 - (11,521,160) 38,089,096 - Postemployment benefits obligation(Note 10) 4,970,150 1,142,391 (418,323) 5,694,218 - Claims and judgments(Note 12) 4,278,500 3,874,920 (3,004,665) 5,148,755 5,148,755 'termination benefits 1,981,278 - (660,426) 1,320,852 660,426 Compensated absences 2,853,830 2,496,825 (2,325,636) 3,025,019 2,722,517 Total governmental activities long-term liabilities $ 63,694,014 $ 28,918,819 $ (22,930,210) $ 69,682,623 $ 12,632,869 Business-type activity: 2011 Water Revenue bonds $ 20,760,000 $ - $ - $ 20,760,000 $ - Bond premium 274,111 (10,200) 263,911 - 2012 Refunding Water Revenue bonds 7,490,000 (725,000) 6,765,000 745,000 Bond premium 715,372 (81,757) 633,615 - 2013 Water Revenue bonds 14,045,000 (45,000) 14,000,000 45,000 Bond premium 115,362 (3,944) 111,418 - Pension liability(Note 9c) 2,597,455 (764,541) 1,832,914 - 'termination benefits 44,362 - (14,788) 29,574 14,787 Compensated absences 168,994 180,891 (153,657) 196,228 176,606 Total business-type activity long-term liabilities 46210.656 1 180,891 (1.798.887) 44.592.660 $ 981,393 - 52 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 7. LONG-TERM LIABILITIES (CONTINUED): Termination Benefits Payable In June 2012, the City Council approved the offering of an early retirement incentive program administered by Public Agency Retirement Services (PARS) to directly reduce General Fund expenditures while also making is easier to restructure staffing levels and operations in a more economical and efficient manner. The City offered early retirement incentives to all regular employees meeting the following criteria: a) Employed by the City in a full-time or part-time benefited position as of June 5, 2012; and b) 50 years of age with 5 years of City service and 5 years of Ca1PERS service as of October 31, 2012; and c) Resigned from City employment effective no later than October 31, 2012; and d) Retired under Ca1PERS effective no later than November 1, 2012. The incentive provided a benefit of 7% of the employee's base salary. Employees chose one of 14 options on how they would receive the benefit. Thirty-five City employees accepted the City's offer. The City purchased an annuity through Pacific Life Insurance Company to fund the plan with 5 annual payments of $675,213. As of June 30, 2015, the outstanding liability due to fund the plan is $1,350,426, ($1,320,852 reported in the governmental activities and $29,574 in the business-type activity) with annual payment dates of October 10, 2015 and 2016. Business-type Activity 2011 Water Revenue Bonds On May 25, 2011, the Public Financing Authority issued $20,760,000, 2011 Water Revenue Bonds. The Bonds were issued to finance certain water system improvements. The Bonds are payable in annual installments ranging from $735,000 to $1,690,000 until maturity on April 1, 2041. Interest is payable semiannually on April 1 and October 1, with rates ranging from 5.0%to 5.25% per annum. The City has pledged net revenues received from the operation of the Water Enterprise to repay the outstanding debt service. The net revenues are the amount of the gross revenues received less the amount of maintenance and operation costs, which include management, personnel, services, equipment, repair and other necessary costs of maintaining and operating the Water Enterprise. The City has covenanted to fix, prescribe, revise and collect rates, fees and charges for the services and facility furnished by the Water Enterprise during each fiscal year which are sufficient to yield net revenues, at least equal to 120% of the annual debt service on the bonds. At June 30, 2015, total interest and principal remaining on the bonds is $40,425,688. During the fiscal year, the total interest expense incurred was $1,047,625 and net revenues were $6,863,711. - 53 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 7. LONG-TERM LIABILITIES (CONTINUED): Business-type Activity (Continued) 2011 Water Revenue Bonds (Continued) The annual debt service requirements to amortize the bonds are as follows: Year Ending June 30, Principal Interest Total 2016 $ - $ 1,047,625 $ 1,047,625 2017 - 1,047,625 1,047,625 2018 - 1,047,625 1,047,625 2019 - 1,047,625 1,047,625 2020 - 1,047,625 1,047,625 2021 - 2025 1,505,000 5,201,375 6,706,375 2026 - 2030 4,470,000 4,429,838 8,899,838 2031 - 2035 5,750,000 3,151,850 8,901,850 2036 - 2040 7,345,000 1,560,000 8,905,000 2041 1,690,000 84,500 1,774,500 20,760,000 19,665,688 40,425,688 Add: Premium 263,911 - 263,911 Totals 21,023,911 19.665.688 $ 40,689.599 2012 Refunding Water Revenue Bonds On March 27, 2012, the City issued $8,910,000, 2012 Refunding Water Revenue Bonds. The Bonds were issued to provide funds to defease the 2003 Refunding Water Revenue Bonds and prepay certain outstanding notes payable incurred to finance improvements to the Water Enterprise. The Bonds are payable in annual installments ranging from $710,000 to $960,000 until maturity on April 1, 2023. Interest is payable semiannually on April 1 and October 1, with rates ranging from 2.0% to 4.0% per annum. The defeasance resulted in a difference between the reacquisition price and the net carrying amount of the old debt of$594,664. The difference reported in the accompanying statements as a deferred outflow of resources, is being charged to interest expense through 2023. The remaining balance at June 30, 2015 is $418,969. - 54 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 7. LONG-TERM LIABILITIES (CONTINUED): Business-type Activity (Continued) 2012 Refunding Water Revenue Bonds (Continued) The City has pledged net revenues received from the operation of Water Enterprise to repay the outstanding debt service. The net revenues are the amount of the gross revenues received less the amount of maintenance and operation costs, which include management, personnel, services, equipment, repair and other necessary costs of maintaining and operating the Water Enterprise. The City has covenanted to fix, prescribe, revise and collect rates, fees and charges for the services and facility furnished by the Water Enterprise during each fiscal year which are sufficient to yield net revenues, at least equal to 120% of the annual debt service on the bonds. At June 30, 2015, total interest and principal remaining on the bonds is $7,968,950. During the fiscal year, the total interest expense incurred was $272,175, principal payments were $725,000, and net revenues were $6,863,711. The annual debt service requirements to amortize the bonds are as follows: Year Ending June 30, Principal Interest Total 2016 $ 745,000 $ 250,425 $ 995,425 2017 770,000 228,075 998,075 2018 795,000 197,275 992,275 2019 830,000 165,475 995,475 2020 860,000 138,500 998,500 2021 - 2023 2,765,000 224,200 2,989,200 6,765,000 1,203,950 7,968,950 Add: premium 633,615 - 633,615 Totals 7,398,615 1203.950 8.602.565 - 55 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 7. LONG-TERM LIABILITIES (CONTINUED): Business-type Activity (Continued) 2013 Water Revenue Bonds On April 1, 2014, the City issued $14,045,000, 2013 Water Revenue Bonds. The Bonds were issued to finance certain water system improvements. The Bonds are payable in annual installments ranging from $45,000 to $2,615,000 until maturity on April 1, 2043. Interest is payable semiannually on April 1 and October 1, with rates ranging from 2.0% to 5.00%per annum. The City has pledged net revenues received from the operation of Water Enterprise to repay the outstanding debt service. The net revenues are the amount of the gross revenues received less the amount of maintenance and operation costs, which include management, personnel, services, equipment, repair and other necessary costs of maintaining and operating the Water Enterprise. The City has covenanted to fix, prescribe, revise and collect rates, fees and charges for the services and facility furnished by the Water Enterprise during each fiscal year which are sufficient to yield net revenues, at least equal to 120% of the annual debt service on the bonds. At June 30, 2015, total interest and principal remaining on the bonds is $28,382,350. During the fiscal year, the total interest expense incurred was $654,020 and net revenues were $6,863,711. The annual debt service requirements to amortize the bonds are as follows: Year Ending June 30, Principal Interest Total 2016 $ 45,000 $ 653,120 $ 698,120 2017 45,000 652,220 697,220 2018 50,000 651,320 701,320 2019 50,000 650,320 700,320 2020 50,000 648,320 698,320 2021 - 2025 820,000 3,194,690 4,014,690 2026 - 2030 1,900,000 2,908,210 4,808,210 2031 - 2035 2,325,000 2,480,006 4,805,006 2036 - 2040 2,930,000 1,876,338 4,806,338 2041 5,785,000 667,806 6,452,806 14,000,000 14,382,350 28,382,350 Add: premium 111,418 - 111,418 Totals 14,111,418 14.382.350 28.493.768 - 56 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 8. DUE TO SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY: On December 31, 2008, the City entered into a promissory note with the former Redevelopment Agency in the amount of $18,881,750. The City promised to pay the former Redevelopment Agency on December 1, 2013, the principal amount of $18,881,750 with interest accrued thereon from December 30, 2008 to the maturity date at the rate of 4.25% per annum, compounded semiannually on June 1 and December 1 in each year, commencing June 1, 2009. Effective February 1, 2012, the former Redevelopment Agency was dissolved and the promissory note was transferred to the Successor Agency to the Tustin Community Redevelopment Agency. The City has negotiated with the State Department of Finance (DOF) to allow for the Local Agency Investment Fund (LAIF) interest rate to be used as the effective interest and to pay the debt off over four to five years. The DOF agreed to allow the LAIF interest rate at the time the City entered into the promissory note with the former Redevelopment Agency which was 2.54% and also agreed to five installment payments with the first payment due within seven days of the City accepting DOF's offer. With the effective flat interest rate of 2.54% compounded annually the total amount payable to the Successor Agency to the Tustin Community Redevelopment Agency was $21,404,683. The City signed the settlement agreement on December 9, 2014, and the first installment payment totaling $5,000,000 was made within the required time period. The remaining balance as of June 30, 2015 is $16,404,683 and is payable in four annual installments of $4,101,171 beginning on or before December 31st, 2015, and again on or before December 31 of each of the following three years (2016, 2017 and 2018). The balance of$21,404,683 at the time of settlement was reclassified to long-term debt and was reported as a special item in the general fund. 9. PENSION PLANS: a. General Information about the Pension Plans: Plan Descriptions All qualified permanent and probationary employees are eligible to participate in the City's separate Safety (police) and Miscellaneous (all other) Plans. The Miscellaneous Plan is an agent multiple-employer defined benefit pension plan, and the Safety Plan is a cost-sharing multiple employer defined benefit pension plan. Both of these Plans are administered by the California Public Employees' Retirement System (CalPERS), which acts as a common investment and administrative agent for its participating member employers. Benefit provisions under the Plans are established by State statute and City resolution. Ca1PERS issues publicly available reports that include a full description of the pension plans regarding benefit provisions, assumptions and membership information that can be found on the Ca1PERS website. - 57 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): a. General Information about the Pension Plans (Continued): Benefits Provided Ca1PERS provides service retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. Benefits are based on years of credited service. Members with five years of total service are eligible to retire at age 50 with statutorily reduced benefits. All members are eligible for non-duty disability benefits after 5 years of service. The death benefit is one of the following: the Basic Death Benefit, the 1957 Survivor Benefit, or the Optional Settlement 2W Death Benefit. The cost of living adjustments for each plan are applied as specified by the Public Employees' Retirement Law. The Plans' provisions and benefits in effect at June 30, 2015, are summarized as follows: Miscellaneous Prior to January 1,2012 to On or After Hire date January 1,2012 December 31,2012 January 1,2013 Benefit formula 2%A55 2%A60 2%A62 Benefit vesting schedule 5 years of service 5 years of service 5 years of service Benefit payments monthly for life monthly for life monthly for life Retirement age 50-63 50-63 52-67 Monthly benefits,as a%of eligible compensation 2% 2% 2% Required employee contribution rates 7% 7% 6.25% Required employer contribution rates 11.701% 11.701% 11.701% Safety Prior to January 1,2012 to On or After Hire date January 1,2012 December 31,2012 January 1,2013 Benefit formula 3%A50 2%A50 2.7%A57 Benefit vesting schedule 5 years of service 5 years of service 5 years of service Benefit payments monthly for life monthly for life monthly for life Retirement age 50 50-55 50-57 Monthly benefits,as a%of eligible compensation 3% 2% 2.7% Required employee contribution rates 9% 9% 11.5% Required employer contribution rates 27.859% 20.083% 11.500% - 58 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): a. General Information about the Pension Plans (Continued): Employees Covered At June 30, 2015, the following employees were covered by the benefit terms for the Miscellaneous Plan: Miscellaneous Inactive employees or beneficiaries currently receiving benefits 218 Inactive employees entitled to but not yet receiving benefits 297 Active employees 172 Total 687 Contributions Section 20814(c) of the California Public Employees' Retirement Law requires that the employer contribution rates for all public employers be determined on an annual basis by the actuary and shall be effective on the July 1 following notice of a change in the rate. Funding contributions for both Plans are determined annually on an actuarial basis as of June 30 by CalPERS. The actuarially determined rate is the estimated amount necessary to finance the costs of benefits earned by employees during the year, with an additional amount to finance any unfunded accrued liability. The City is required to contribute the difference between the actuarially determined rate and the contribution rate of employees. b. Net Pension Liability: The City's net pension liability for each Plan is measured as the total pension liability, less the pension plan's fiduciary net position. The net pension liability of each of the Plans is measured as of June 30, 2014, using an annual actuarial valuation as of June 30, 2013 rolled forward to June 30, 2014 using standard update procedures. A summary of principal assumptions and methods used to determine the net pension liability is shown below. - 59 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): b. Net Pension Liability (Continued): Actuarial Assumptions The total pension liabilities in the June 30, 2013 actuarial valuations were determined using the following actuarial assumptions: Miscellaneous Safety Valuation Date June 30, 2013 June 30, 2013 Measurement Date June 30, 2014 June 30, 2014 Actuarial Cost Method Entry-Age Normal Entry-Age Normal Cost Method Cost Method Actuarial Assumptions: Discount Rate 7.50% 7.50% Inflation 2.75% 2.75% Payroll Growth 3.00% 3.00% Projected Salary Increase 3.3%- 14.2%(1) 3.3%- 14.2%(1) Investment Rate of Return 7.5%(2) 7.5%(2) Mortality (3) (3) (1) Depending on age, service and type of employment. (2) Net of pension plan investment expenses,including inflation. (3) The probabilities of mortality are derived using Ca1PERS' membership data for all funds. The mortality table used was developed based on Ca1PERS' specific data. The table includes 20 years of mortality improvements using Society of Actuaries Scale BB. for more details on this table, please refer to the 2014 experience study report. The underlying mortality assumptions and all other actuarial assumptions used in the June 30, 2013 valuation were based on the results of a January 2014 actuarial experience study for the period 1997 to 2011. Further details of the Experience Study can found on the Ca1PERS website. - 60 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): b. Net Pension Liability (Continued): Discount Rate The discount rate used to measure the total pension liability was 7.50% for each Plan. To determine whether the municipal bond rate should be used in the calculation of a discount rate for each plan, Ca1PERS stress tested plans that would most likely result in a discount rate that would be different from the actuarially assumed discount rate. Based on the testing, none of the tested plans run out of assets. Therefore, the current 7.50% discount rate is adequate and the use of the municipal bond rate calculation is not necessary. The long term expected discount rate of 7.50% will be applied to all plans in the Public Employees Retirement Fund (PERF). The stress test results are presented in a detailed report that can be obtained from the Ca1PERS website. According to Paragraph 30 of Statement 68, the long-term discount rate should be determined without reduction for pension plan administrative expense. The 7.50% investment return assumption used in this accounting valuation is net of administrative expenses. Administrative expenses are assumed to be 15 basis points. An investment return excluding administrative expenses would have been 7.65%. Using this lower discount rate has resulted in a slightly higher Total Pension Liability and Net Pension Liability. Ca1PERS checked the materiality threshold for the difference in calculation and did not find it to be a material difference. Ca1PERS is scheduled to review all actuarial assumptions as part of its regular Asset Liability Management (ALM) review cycle that is scheduled to be completed in February 2018. Any changes to the discount rate will require Board action and proper stakeholder outreach. For these reasons, Ca1PERS expects to continue using a discount rate net of administrative expenses for GASB 67 and 68 calculations through at least the 2017-18 fiscal year. Ca1PERS will continue to check the materiality of the difference in calculation until such time a change in methodology occurs. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best-estimate ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. - 61 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): b. Net Pension Liability (Continued): Discount Rate (Continued) In determining the long-term expected rate of return, Ca1PERS took into account both short-term and long-term market return expectations as well as the expected pension fund cash flows. Using historical returns of all the funds' asset classes, expected compound (geometric) returns were calculated over the short-term (first 10 years) and the long-term (11-60 years) using a building-block approach. Using the expected nominal returns for both short-term and long-term, the present value of benefits was calculated for each fund. The expected rate of return was set by calculating the single equivalent expected return that arrived at the same present value of benefits for cash flows as the one calculated using both short-term and long- term returns. The expected rate of return was then set equivalent to the single equivalent rate calculated above and rounded down to the nearest one quarter of one percent. The table below reflects the long-term expected real rate of return by asset class. The rate of return was calculated using the capital market assumptions applied to determine the discount rate and asset allocation. These rates of return are net of administrative expenses. New Real Return Real Return Strategic Years Years Asset Class Allocation 1 - 10 (a) 11+ (b) Global Equity 47.00% 5.25% 5.71% Global Fixed Income 19.00% 0.99% 2.43% Inflation Sensitive 6.00% 0.45% 3.36% Private Equity 12.00% 6.83% 6.95% Real Estate 11.00% 4.50% 5.13% Infrastructure and Forestland 3.00% 4.50% 5.09% Liquidity 2.00% -0.55% -1.05% Total 100.00% (a) An expected inflation of 2.5%used for this period (b) An expected inflation of 3.0%used for this period - 62 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): c. Changes in the Net Pension Liability: The changes in the net pension liability for the Miscellaneous Plan are as follows: Increase (Decrease) Total Plan Net Pension Pension Fiduciary Liability Liability Net Position (Asset) Balance at June 30, 2014 $ 89,297,153 $ 69,316,731 $ 19,980,422 Changes in the Year: Service cost 1,747,494 - 1,747,494 Interest on the total pension liability 6,613,765 - 6,613,765 Differences between actual and expected experience - - - Changes in assumptions - - - Changes in benefit terms - - - Contribution - employer - 1,379,562 (1,379,562) Contribution - employee (paid by employer) - - - Contribution - employee - 962,617 (962,617) Net investment income - 11,900,167 (11,900,167) Administrative expenses - - - Benefit payments, including refunds of employee contributions (3,974,724) (3,974,724) Net Changes 4,386,535 10,267,622 (5,881,087) Balance at June 30, 2015 $ 93,683,688 $ 79,584,353 $ 14,099,335 - 63 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): c. Changes in the Net Pension Liability (Continued): As of June 30, 2015, the City reported net pension liabilities for its proportionate shares of the net pension liability for the Safety Plan as follows: Proportionate Share of Net Pension Liability Safety $ 25,822,675 The City's net pension liability for each Plan is measured as the proportionate share of the net pension liability. The net pension liability of each of the Plans is measured as of June 30, 2014, and the total pension liability for each Plan used to calculate the net pension liability was determined by an actuarial valuation as of June 30, 2013 rolled forward to June 30, 2014 using standard update procedures. The City's proportionate share of the net pension liability was based on a projection of the City's long-term share of contributions to the pension plans relative to the projected contributions of all participating employers, actuarially determined. The City's proportionate share of the net pension liability for the Safety Plan as of June 30, 2013 and 2014 was as follows: Safety Proportion - June 30, 2013 0.67363% Proportion - June 30, 2014 0.68843% Change -Increase (Decrease) 0.01480% - 64 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): c. Changes in the Net Pension Liability (Continued): Sensitivity of the Net Pension Liability to Changes in the Discount Rate The following presents the net pension liability of the City for each Plan, calculated using the discount rate for each Plan, as well as what the City's net pension liability would be if it were calculated using a discount rate that is 1-percentage point lower or 1-percentage point higher than the current rate: Miscellaneous Safety 1%Decrease 6.50% 6.50% Net Pension Liability $ 26,757,588 $ 41,322,196 Current Discount Rate 7.50% 7.50% Net Pension Liability $ 14,099,335 $ 25,822,675 1% Increase 8.50% 8.50% Net Pension Liability $ 3,669,639 $ 13,051,739 Pension Plan Fiduciary Net Position Detailed information about each pension plan's fiduciary net position is available in the separately issued Ca1PERS financial reports. - 65 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 9. PENSION PLANS (CONTINUED): d. Pension Expenses and Deferred Outflows/Inflows of Resources Related to Pensions: For the year ended June 30, 2015, the City recognized pension expense of $3,470,634. At June 30, 2015, the City reported deferred outflows of resources and deferred inflows of resources related to pensions from the following sources: Deferred Deferred Outflows Inflows of Resources of Resources Pension contributions subsequent to measurement date $ 8,552,671 $ - Differences between actual and expected experience - - Change in assumptions - - Change in employer's proportion and differences between the employer's contributions and the employer's proportionate share of contributions 290,902 Net differences between projected and actual earnings on plan investments - (11,621,755) Total $ 8,843,-)'/3 $8,552,671 reported as deferred outflows of resources related to contributions subsequent to the measurement date will be recognized as a reduction of the net pension liability in the year ending June 30, 2016. Other amounts reported as deferred outflows of resources and deferred inflows of resources related to pensions will be recognized as pension expense as follows: Year Ending June 30, Amount 2016 $ (2,801,545) 2017 (2,801,545) 2018 (2,822,324) 2019 (2,905,439) 2020 - Thereafter - e. Payable to the Pension Plans: At June 30, 2015, the City had no outstanding amount of contributions to the pension plans required for the year ended June 30, 2015. - 66 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 10. POST-EMPLOYMENT HEALTH CARE BENEFITS (CONTINUED): Plan Description The City provides other postemployment benefits (OPEB) to retired employees in the form of a contribution towards their medical premiums under the PERS health plan, a single-employer defined benefit plan which provides medical insurance benefits to eligible retirees in accordance with various labor agreements. Survivor benefits are not provided. The City's OPEB plan does not issue a separate stand-alone report. Eligibility Employees hired prior to July 1, 2011 are eligible for retiree health benefits if they retire from the City on or after age 50 (unless disabled), with five years of service and are eligible for a PERS pension and are enrolled in a PERS retiree health plan. Employees hired after June 30, 2011 are eligible for retiree health benefits if they retire from the City on or after age 50 (unless disabled), with ten years of service and are eligible for a PERS pension and are enrolled in a PERS retiree health plan. The benefits are available only to employees who retire from the City. Membership of the plan consisted of the following at June 30, 2015: Police Police General Management Confidential Support Total Retirees Receiving Benefits 35 32 28 1 6 102 Eligible Active Employees 93 88 41 6 43 271 The above table does not reflect current retirees not enrolled in the PERS health plan who may be eligible to enroll in the plan at a later date. Funding Policy The City's current contributions are made on a pay-as-you-go basis. As of July 1, 2011, the City's monthly contribution rate was $250 for the Confidential, General, and Police Support groups; $350 for the Police and Management group. For the year ended June 30, 2015, the City paid $418,323 in contributions for postemployment health care benefits. Current active employees are not required to contribute any portion towards these benefits. Annual OPEB Cost and Net OPEB Obligation. - The City's annual OPEB cost (expense) is calculated based on the annual required contribution of the employer (ARC), an amount actuarially determined. The ARC represents a level of funding that, if paid on an ongoing basis, is projected to cover normal cost each year and amortize any unfunded actuarial liabilities (or funding excess) not to exceed thirty years. - 67 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 10. POST-EMPLOYMENT HEALTH CARE BENEFITS (CONTINUED): Funding Policy (Continued) The City's ARC for the year ended June 30, 2015 was $1,400,220. The following table shows the components of the City's annual OPEB cost for the year, the amount actually contributed to the plan, and changes in the City's net OPEB obligation: Police Police General Management Confidential Support Total ARC $ 480,504 $ 450,473 $ 259,022 $ 26,278 $ 183,943 $ 1,400,220 Interest on net OPEB obligation 59,037 60,334 31,203 13,844 26,155 190,573 Adjustment to ARC (138,910) (141,961) (73,417) (32,574) (61,540) (448,402) Annual OPEB cost 400,631 368,846 216,808 7,548 148,558 1,142,391 Contributions made (152,182) (96,746) (147,328) (3,117) (18,950) (418,323) Increase in net OPEB obligation 248,449 272,100 69,480 4,431 129,608 724,068 Net OPEB obligation, beginning 1,539,693 1,573,514 813,768 361,054 682,121 4,970,150 Net OPEB obligation, ending 1.788.142 1.845.614 883248 S 365.485 811.729 5,694218 The City's annual OPEB cost, the percentage of annual OPEB cost contributed to the plan, and the net OPEB obligation for 2015 and the two preceding years were as follows: Fiscal Annual Percentage of Net Year OPEB Annual OPEB OPEB Ended Cost Cost Contributed Obligation 6/30/13 $ 1,034,400 35.98% $ 4,277,824 6/30/14 1,107,635 37.50% 4,970,150 6/30/15 1,142,391 36.62% 5,694,218 - 68 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 10. POST-EMPLOYMENT HEALTH CARE BENEFITS (CONTINUED): Funding Status and Progress As of June 30, 2013, the most recent valuation date, the actuarial accrued liability for benefits was $12.05 million, and the actuarial value of assets was $0, resulting in an unfunded actuarial accrued liability (UAAL) of$12.05 million and a funded ratio (actuarial value of assets as a percentage of the actuarial accrued liability) of 0%. The covered payroll (annual payroll of active employees)was $20.35 million and the ratio of the UAAL to the covered payroll was 59.2%. Actuarial valuations of an ongoing plan involve estimates of the value of reported amounts and assumptions about the probability of occurrence of events far into the future. Examples include assumptions about future employment, mortality, and the healthcare cost trend. Amounts determined regarding the funded status of the plan and the annual required contributions of the employer are subject to continual revision as actual results are compared with past expectations and new estimates are made about the future. The schedule of funding progress, presented as required supplementary information following the notes to the financial statements, presents multi-year trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liabilities for the benefits. Actuarial Methods and Assumptions Projections of benefits for financial reporting purposes are based on the substantive plan (the plan as understood by the employer and the plan members) and include the types of benefits provided at the time of each valuation and the historical pattern of sharing of benefit costs between employer and plan members to that point. The actuarial methods and assumptions used include techniques that are designed to reduce the effects of short-term volatility in actuarial accrued liabilities and the actuarial assets, consistent with the long-term perspective of the calculations. The required contribution for the fiscal year 2015 was determined as part of the June 30, 2013 actuarial valuation. The actuarial cost method used for determining the benefit obligations is the entry age normal cost method. The actuarial assumptions included a 4.00% investment rate of return (which is based on assumed long-term investment return on plan assets and on the City's assets, as appropriate), annual inflation rate of 3%, annual payroll increase of 3.25% and an annual healthcare cost trend rate with increases that vary by year. The UAAL is being amortized as a level percentage of projected payroll over a closed period of 30 years. - 69 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 11. IRS SECTION 457 DEFERRED COMPENSATION PLAN: In accordance with federal law, all part-time employees must be enrolled in Social Security or another "qualified" retirement plan. Since the City does not participate in Social Security, part-time employees are enrolled in the City's IRS Section 457 deferred compensation plan. Nationwide Retirement Solutions, Inc. acts as the third party administrative services provider for the defined contribution plan. Employees are required to contribute 5.5% of salary to the deferred compensation plan every pay period. The City contributes an additional 2% of salary, for a total contribution of 7.5%. Council established the plan by resolution in fiscal year 2011-2012, and has the authority to amend contribution requirements. Contributions to the participants account must equal at least 7.5% of the participant's compensation, or such other minimum amount as required for the plan to be considered a retirement system under applicable government code and legal requirements. Total contributions to the plan during fiscal year 2015 were $62,099. 12. SELF-INSURANCE PROGRAM/RISK POOL: The City uses a combination of insured and self-insured programs to finance its property and casualty risk. The City is self-insured for worker's compensation, automotive, and general liability risks. Excess liability coverage for the City's self-insurance retention of$250,000 per occurrence is provided through a risk sharing pool, the California Insurance Pool Authority (CIPA). The CIPA provides excess liability coverage above $2,000,000 per occurrence and $40,000,000 annual aggregate. The City's self-insurance retention limit is $400,000 per occurrence for worker's compensation claims. Worker's compensation claims which exceed the self-insurance retention are insured by CIPA up to the California statutory limit for worker's compensation. Property and employment practices liability risk are financed through insurance contracts and have various limits and deductibles. The City is a member of CIPA in order to jointly purchase insurance coverage and to share costs for professional risk management, claim administration, and group purchasing of insurance products with ten other Orange County cities. Members may be assessed the difference between the funds available and the $40,000,000 annual aggregate in proportion to their annual premium. CIPA uses independent actuaries and underwriters to determine premiums and help set insurance limits and deductible levels. The pool is managed by an independent general manager and contracted legal advisers. Two internal subcommittees are made up of City members to provide direction on underwriting and claims activities. The Governing Board of CIPA is comprised of one member from each participating City and is responsible for the selection of the independent general manager, legal counsel, and electing subcommittee members. The financial statements of the CIPA are available at the administrative office located at 240 Newport Center Drive, Suite 210, Newport Beach, California. - 70 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 12. SELF-INSURANCE PROGRAWRISK POOL (CONTINUED): The government retains a risk of loss, due to the fact that actual losses may exceed estimated claims or coverage amounts. Settled claims have not exceeded any of the City's coverage amounts in any of the last three fiscal years, and there were no reductions in the City's coverage during the year ended June 30, 2015. At June 30, 2015, estimated claims payable of $5,148,755, which includes a provision for incurred but not reported claims and loss adjustment expenses, are reported as a long-term liability. Changes in the balances of claims liabilities for the years ended June 30, 2014 and 2015, including a provision for incurred but not reported claims and loss adjustment expenses, were as follows: Beginning Ending June 30, Balance Additions Deletions Balance 2014 $ 4,461,082 $ 2,796,114 $ 2,978,696 $ 4,278,500 2015 4,278,500 3,874,920 3,004,665 5,148,755 13. SPECIAL ASSESSMENT DISTRICTS' BONDS: Special assessment districts exist in various parts of the City to provide improvements to properties located in those districts. Properties are assessed for the cost of improvements; these assessments are payable over the term of the debt issued to finance the improvements and must be sufficient to repay this debt. The bonds listed below were issued pursuant to the Refunding Act of 1984 for the 1915 Improvement Act Bonds and the Improvement Bond Act of 1915 and are the liabilities of the property owners and are secured by liens against the assessed property. The City Treasurer acts as an agent for collection of principal and interest payments by the property owners and remittance of such monies to bondholders. Neither the faith and credit nor the general taxing power of the City have been pledged to the payment of the bonds. Therefore, none of the following special assessment bonds have been included in the accompanying financial statements. Amount Outstanding District Bonds of Issue June 30, 2015 Community Facilities District 04-1, 2013 $ 9,350,000 $ 9,110,000 Community Facilities District 06-1, 2007 53,570,000 51,770,000 Community Facilities District 06-1, 2010 1,675,000 1,645,000 Community Facilities District 07-1, 2007 13,680,000 13,370,000 78275,000 75,895,000 - 71 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 13. SPECIAL ASSESSMENT DISTRICTS' BONDS (CONTINUED): In May 2013, the City issued $9,350,000 of Special Tax Refunding Bonds, Series 2013 to, to refund in full and defease the City of Tustin Community Facilities District No. 04-1 Special Tax Bonds, Series 2004. The 2004 series were originally issued to facilitate the new infrastructure construction on the former MCAS being converted into various public, housing, commercial and educational uses. The proceeds of the bonds will be used to pay the cost and expense of acquisition and construction of certain public facilities necessary for the development of the Tustin Legacy District, fund the reserve account, pay capitalized interest on bonds through September 1, 2032, and pay costs of issuing the Series 2013 Bonds. Serial current interest bonds will mature from September 1, 2032 to September 1, 2032. Term current interest bonds will mature on September 1, 2014, with mandatory sinking payments from September 1, 2030 through September 1, 2032. Interest maturity rates of the current interest bonds range from 2.00% at September 1, 2014 to 5.00% at September 1, 2028 - and current term interest bonds are 5.375% and 5.50% on their respective maturity dates. At June 30, 2015, the amount of the Special Tax Refunding Bonds, Series 2013 was $9,110,000. In September 2007, the City issued $53,570,000 of Special Tax Bonds, Series 2007A, to facilitate the new infrastructure construction on the former MCAS being converted into various public, housing, commercial and educational uses. The proceeds of the bonds will be used to pay the cost and expense of acquisition and construction of certain public facilities necessary for the development of the Tustin Legacy District, fund the reserve account, pay capitalized interest on bonds through September 1, 2008, and pay costs of issuing the Series 2007A Bonds. Serial current interest bonds will mature from September 1, 2009 to September 1, 2025. Term current interest bonds will mature on September 1, 2036, with mandatory sinking payments from September 1, 2026 through September 1, 2036. Interest maturity rates of the current interest bonds range from 4% at September 1, 2009 to 5.375% at September 1, 2025 and current term interest bonds are 6% on their respective maturity dates. At June 30, 2015, the amount of the Special Tax Bonds, Series 2007A was $51,770,000. In October 2010, the City issued $1,675,000 of Special Tax Bonds, Series 2010 to, to facilitate the new infrastructure construction on the former MCAS being converted into various public, housing, commercial and educational uses. The proceeds of the bonds will be used to pay the cost and expense of acquisition and construction of certain public facilities necessary for the development of the Tustin Legacy District, fund the reserve account, and pay costs of issuing the Series 2010 Bonds. Serial current interest bonds will mature from September 1, 2011 to September 1, 2035. Term current interest bonds will mature on September 1, 2039, with mandatory sinking payments from September 1, 2036 through September 1, 2039. Interest maturity rates of the current interest bonds range from 1.5% at September 1, 2011 to 5.625% at September 1, 2035 and current term interest bonds are 5.75% through their respective maturity dates. At June 30, 2015, the amount of the Special Tax Bonds, Series 2010 was $1,645,000. - 72 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 13. SPECIAL ASSESSMENT DISTRICTS' BONDS (CONTINUED): In September 2007, the City issued $13,680,000 of Special Tax Bonds, Series 2007, to facilitate the new infrastructure construction on the former MCAS being converted into various public, housing, commercial and educational uses. The proceeds of the bonds will be used to pay the cost and expense of acquisition and construction of certain public facilities necessary for the development of the Tustin Legacy District, fund the reserve account, and pay costs of issuing the Series 2007 Bonds. Serial current interest bonds will mature from September 1, 2009 to September 1, 2025. Term current interest bonds will mature on September 1, 2037, with mandatory sinking payments from September 1, 2026 through September 1, 2037. Interest maturity rates of the current interest bonds range from 4% at September 1, 2009 to 5.65% at September 1, 2025 and current term interest bonds are 6% through their respective maturity dates. At June 30, 2015, the amount of the Special Tax Bonds, Series 2007 was $13,370,000. Neither the general taxing power of the City nor the faith or credit of the PFA or the City have been pledged to the payment of the bonds. Therefore, the bonds have not been included in the accompanying financial statements. 14. COMMITMENTS AND CONTINGENCIES: There are certain legal actions pending against the City which have arisen in the normal course of operations. In the opinion of management and the City Attorney, the ultimate resolution of such actions is not expected to have a significant impact, if any, on the financial statements or operations of the City. 15. GOVERNMENTAL FUND BALANCE CLASSIFICATIONS: The fund balances reported on the fund statements consist of the following categories: Nonspendable - This classification includes amounts that cannot be spent because they are either (a)not in spendable form or(b) legally or contractually required to be maintained intact. Restricted - This classification includes amounts that can be spent only for specific purposes stipulated by constitution, external resource providers or through enabling legislation. Committed - This classification includes amounts that can be used only for the specific purposes determined by a formal action of the City's highest level of decision-making authority. The City Council is the highest level of decision-making authority for the City that can, by adoption of an ordinance prior to the end of the fiscal year, commit fund balance. Once adopted, the limitation imposed by the ordinance remains in place until a similar action is taken (the adoption of another ordinance)to remove or revise the limitation. - 73 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 15. GOVERNMENTAL FUND BALANCE CLASSIFICATIONS (CONTINUED): Assigned - This classification includes amounts that are intended to be used for specific purposes as indicated by City Council or by persons to whom City Council has delegated the authority to assign amounts for specific purposes. City Council has not delegated such authority. Unassigned - This classification includes the residual balance for the City's general fund including all spendable amounts not contained in other classifications. Negative fund balance in governmental funds, after determining the fund balance classifications described above, is also reported as unassigned fund balance. When an expenditure is incurred for purposes for which both restricted and unrestricted fund balances are available, the City's policy is to apply restricted fund balance first. When an expenditure is incurred for purposes for which committed, assigned or unassigned fund balances are available, the City's policy is to apply committed fund balance first, then assigned fund balance, and finally unassigned fund balance. MCAS 2010 Other Total General Capital Governmental Governmental Fund Projects Fund Funds Funds Nonspendable: Prepaid items $ 429,400 $ - $ - $ 429,400 Land held for resale 122,029,242 - - 122,029,242 Restricted for: Capital projects (1) 16,650,332 - 21,914,707 38,565,039 Public safety programs - - 452,447 452,447 Housing projects - - 1,681,664 1,681,664 Assigned to: Capital projects (2) - 31,409,659 5,940,872 37,350,531 Unassigned 84,278,138 - - 84,278,138 Total fund balances 223.387.112 31.409.659 29.989.690 284.786.461 (1) The General Fund balance restricted for capital projects ($16,650,332) is comprised of funds legally restricted for backbone infrastructure at the Tustin Legacy development. A majority of the fund balance restricted for capital projects in the other governmental funds ($21,914,707) includes State gas taxes restricted for allowable street-related purposes and developer fees to improve City parks. (2) The MCAS 2010 Capital Projects fund balance assigned to capital projects ($31,409,659)is for financing development activities within or for the benefit of the MCAS-Tustin redevelopment project area as indicated by the 2010 MCAS Bond indenture. The other governmental funds balance assigned to capital projects ($5,940,872) is to be used for specific projects indicated in the adopted budget. - 74 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 16. OTHER REQUIRED INDIVIDUAL FUND DISCLOSURES: Excess of Expenditures over Appropriations: Variance with Budget Actual Final Budget Other Governmental Funds: Supplemental Law Enforcement Special Revenue Fund $ 98,500 $ 137,310 $ (38,810) 17. JOINT POWERS AUTHORITY: Orange County Fire Authority In January 1995, the City of Tustin entered into a joint powers agreement with the Cities of Buena Park, Cypress, Dana Point, Irvine, Laguna Hills, Laguna Niguel, Lake Forest, La Palma, Los Alamitos, Mission Viejo, Placentia, San Clemente, San Juan Capistrano, Seal Beach, Stanton, Villa Park, and Yorba Linda and the County of Orange (County) to create the Orange County Fire Authority. The purpose of the Authority is to provide for mutual fire protection, prevention, and suppression services and related and incidental services including, but not limited to, emergency medical and transport services, as well as providing facilities and personnel for such services. The effective date of formation was March 1, 1995. The Authority's governing board consists of one representative from each City and two from the County. The operations of the Authority are funded with structural fire fees collected by the County through the property tax roll for the unincorporated area and on behalf of all member cities except for the Cities of Stanton, Tustin, San Clemente, Buena Park, Placentia, and Seal Beach. The County pays all structural fees it collects to the Authority. The Cities of Stanton, Tustin, San Clemente, Buena Park, Placentia, and Seal Beach are considered "cash contract cities" and, accordingly, make cash contributions based on the Authority's annual budget. The financial statements of the Orange County Fire Authority are available at 1 Fire Authority Road, Irvine, California. - 75 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 18. RECENT CHANGES IN LEGISLATION AFFECTING CALIFORNIA REDEVELOPMENT AGENCIES: On June 29, 2011, Assembly Bills lx 26 (the "Dissolution Act") and lx 27 were enacted as part of the fiscal year 2011-12 state budget package. On June 27, 2012, as part of the fiscal year 2012-13 state budget package, the Legislature passed and the Governor signed AB 1484, which made technical and substantive amendments to the Dissolution Act based on experience to-date at the state and local level in implementing the Dissolution Act. Under the Dissolution Act, each California redevelopment agency (each a "Dissolved RDA") was dissolved as of February 1, 2012, and the sponsoring community that formed the Dissolved RDA, together with the other designated entities, have initiated the process under the Dissolution Act to unwind the affairs of the Dissolved RDA. A Successor Agency was created for each Dissolved RDA which is the sponsoring community of the Dissolved RDA unless it elected not to serve as the Successor Agency. On September 20, 2011, the City elected to serve as the Successor Agency to the Tustin Community Redevelopment Agency. The Dissolution Act also created oversight boards which monitor the activities of the successor agencies. The roles of the successor agencies and oversight boards are to administer the wind down of each Dissolved RDA which includes making payments due on enforceable obligations, disposing of the assets (other than housing assets) and remitting the unencumbered balances of the Dissolved RDAs to the County Auditor-Controller for distribution to the affected taxing entities. The Dissolution Act allowed the sponsoring community that formed the Dissolved RDA to elect to assume the housing functions and take over the certain housing assets of the Dissolved RDA. If the sponsoring community did not elect to become the Successor Housing Agency and assume the Dissolved RDA's housing functions, such housing functions and all related housing assets were transferred to the local housing authority in the jurisdiction. AB 1484 modified and provided some clarifications on the treatment of housing assets under the Dissolution Act. The Tustin Housing Authority elected on January 17, 2012 to serve as the Housing Successor Agency. After the date of dissolution, the housing assets, obligations, and activities of the Dissolved RDA have been transferred and are reported in the Housing Authority Special Revenue Fund in the financial statements of the City. All other assets, obligations, and activities of the Dissolved RDA have been transferred and are reported in a fiduciary fund (private-purpose trust fund) in the financial statements of the City. The Dissolution Act and AB 1484 also established roles for the County Auditor-Controller (the "CAC"), the California Department of Finance (the "DOP) and the California State Controller's office in the dissolution process and the satisfaction of enforceable obligations of the Dissolved RDAs. - 76 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 18. RECENT CHANGES IN LEGISLATION AFFECTING CALIFORNIA REDEVELOPMENT AGENCIES (CONTINUED): The County Auditor-Controller was charged with establishing a Redevelopment Property Tax Trust Fund (the "RPTTF")for each Successor Agency and depositing into the RPTTF for each six- month period the amount of property taxes that would have been redevelopment property tax increment had the Dissolved RDA not been dissolved. The deposit in the RPTTF fund is to be used to pay to the Successor Agency the amounts due on the Successor Agency's enforceable obligations for the upcoming six-month period. The Successor Agency is required to prepare a recognized obligation payment schedule (the "ROPS") approved by the oversight board setting forth the amounts due for each enforceable obligation during each six month period. The ROPS is submitted to the DOF for approval. The County Auditor-Controller will make payments to the Successor Agency from the RPTTF fund based on the ROPS amount approved by the DOF. The ROPS is prepared in advance for the enforceable obligations due over the next six months. The process of making RPTTF deposits to be used to pay enforceable obligations of the Dissolved RDA will continue until all enforceable obligations have been paid in full and all non-housing assets of the Dissolved RDA have been liquidated. The State Controller of the State of California was directed to review the propriety of any transfers of assets between the Dissolved RDA and other public bodies that occurred after January 1, 2011. If the public body that received such transfers was not contractually committed to a third party for the expenditure or encumbrance of those assets, the State Controller was required to order the available assets to be transferred to the public body designated as the successor agency. The State Controller completed its review on July 31, 2014, and did not identify any unallowable transfers of assets that occurred during the audit between the former RDA, the City and or other public agencies. Management believes, in consultation with legal counsel, that the obligations of the Dissolved RDA due to the City are valid enforceable obligations payable by the Successor Agency under the requirements of the Dissolution Act and AB 1484. The amount due to the City and a corresponding reserve for $25,934,993, are recorded on the City's financial records for reimbursement for the Newport Avenue Extension Phase 1, pursuant to the Public Works agreement dated June 2, 1983. The City's position on this issue is not a position of settled law and there is considerable legal uncertainty regarding this issue. It is reasonably possible that a legal determination may be made at a later date by an appropriate judicial authority that would resolve this issue unfavorably to the City. - 77 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 19. SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY DISCLOSURES: The assets and liabilities of the former redevelopment agency were transferred to the Successor Agency to the Tustin Community Redevelopment Agency on February 1, 2012 as a result of the dissolution of the former redevelopment agency. The City is acting in a fiduciary capacity for the assets and liabilities. Disclosures related to these transactions are as follows: Due from the City of Tustin On December 31, 2008, the City entered into a promissory note with the former Redevelopment Agency in the amount of $18,881,750. The City promised to pay the former Redevelopment Agency on December 1, 2013, the principal amount of $18,881,750 with interest accrued thereon from December 30, 2008 to the maturity date at the rate of 4.25% per annum, compounded semiannually on June 1 and December 1 in each year, commencing June 1, 2009. Effective February 1, 2012, the former Redevelopment Agency was dissolved and the promissory note was transferred to the Successor Agency to the Tustin Community Redevelopment Agency. The City has negotiated with the State Department of Finance (DOF) to allow for the Local Agency Investment Fund (LAIF) interest rate as the effective interest and to pay the debt off over four to five years. The DOF agreed to allow the LAIF interest rate at the time the City entered into the promissory note with the former Redevelopment Agency which was 2.54% and also agreed to five installment payments with the first payment due within seven days of the City accepting DOF's offer. With the effective flat interest rate of 2.54% compounded annually the total amount payable to the Successor Agency to the Tustin Community Redevelopment Agency was $21,404,683. The City signed the settlement agreement on December 9, 2014, and the first installment payment totaling $5,000,000 was made within the required time period. The remaining balance as of June 30, 2015 is $16,404,683 and is payable in four annual installments of $4,101,171 beginning on or before December 31st, 2015, and again on or before December 31 of each of the following three years (2016, 2017 and 2018). Contribution to the City of Tustin As part of the redevelopment dissolution (see Note 18), proceeds from the 2010 MCAS Tax Allocation Bonds were transferred to the Successor Agency to the Tustin Redevelopment Agency on February 1, 2012. The California Department of Finance (DOF) initially disallowed use of the unspent bond proceeds for the project for which the bond proceeds were intended, and the City pursued a lawsuit to dispute this disallowance. On August 5, 2014, the DOF issued a letter approving expenditure of the bond proceeds in accordance with bond covenants. Funds totaling $32,137,773, were transferred to the City effective January 1, 2015, to be spent on capital projects in the Tustin Legacy area per the bond covenants. - 78 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 19. SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY DISCLOSURES (CONTINUED): Capital Assets Balance at Balance at July_ 1, 2014 Additions Deletions June 30,2015 Capital assets,not being depreciated Land(1) $ 1,464,000 $ - $ - $ 1,464,000 Capital assets,being depreciated: Buildings 190,000 - - 190,000 Less accumulated depreciation (79,800) (3,800) - (83,600) Total capital assets,being depreciated,net 110,200 (3,800) - 106,400 Successor Agency capital assets,net 1.574200 (3.800) $ - 1.570.400 Long-Term Liabilities A summary of long-term liabilities activity for the year ended June 30, 2015 is as follows: Balance at Balance at Due Within July 1,2014 Additions Deletions June 30,2015 One Year Tax allocation bonds $ 69,230,000 $ $ (3,060,000) $ 66,170,000 $ 3,190,000 Unamortized premium 88,900 (3,532) 85,368 - Unamortizeddiscount (783,793) 29,624 (754,169) - Note payable to County Auditor Controller 21.404.683 (5.000.000) 16.404.683 4.101.171 Total long-term liabilities $ 89.939.790 $ $ x.033.908) $ 81905.882 $ 7.291.171 (1) The beginning balance has been increased by $1,345,000 to include land that was previously reported as land held for resale. - 79 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 19. SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY DISCLOSURES (CONTINUED): Long-Term Liabilities (Continued) Tax Allocation Bonds Payable 1998 Town Center Tax Allocation Bonds On July 1, 1998, the Tustin Community Redevelopment Agency issued $20,805,000 Tax Allocation Refunding Bonds to refund the Agency's Town Center Area Redevelopment Project Tax Allocation Refunding Bonds, Series 1987, in aggregate principal amount of $5,145,000 and the Agency's Town Center Area Redevelopment Project Subordinate Tax Allocation Bonds, Series 1991 in aggregate principal amount of $12,880,000. As of June 30, 2006, the 1987 and 1991 bonds have been fully redeemed. Serial bonds are payable in annual installments ranging from $775,000 to $1,315,000 commencing on December 1, 1998. Interest is payable semiannually on June 1 and December 1, with rates ranging from 3.5% to 5.0% per annum. The bonds maturing on or after December 1, 2009, are subject to redemption prior to maturity as a whole or in part, at the option of the Agency, on any date on or after December 1, 2008 at prices ranging from 100% to 101% of principal. At June 30, 2015, the 1998 Bonds outstanding balance was $3,120,000. The annual debt service requirements to amortize the tax allocation bonds are as follows: Year Ending June 30, Principal Interest Total 2016 $ 1,525,000 $ 113,888 $ 1,638,888 2017 1,595,000 37,881 1,632,881 Totals 3,120,000 $ 151,769 327L769 - 80 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 19. SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY DISCLOSURES (CONTINUED): Long-Term Liabilities (Continued) Tax Allocation Bonds Payable (Continued) 2010 Housing Tax Allocation Bonds On March 1, 2010, the Tustin Community Redevelopment Agency issued $26,170,000 Tax Allocation Housing Bonds, Series 2010 to refinance low and moderate income housing activities throughout the geographic boundaries of the City and, in particular, to repay a reimbursement obligation from the Agency to the City, relating to the City's write down of land for use for affordable housing purposes. Serial bonds are payable in annual installments ranging from $550,000 to $1,300,000 commencing on September 1, 2010. Interest is payable semiannually on March 1 and September 1, with rates ranging from 2% to 5% per annum. At June 30, 2015, the 2010 Housing Bonds outstanding balance was $22,010,000. The annual debt service requirements to amortize the tax allocation bonds are as follows: Year Ending June 30, Principal Interest Total 2016 $ 785,000 $ 1,025,106 $ 1,810,106 2017 815,000 993,106 1,808,106 2018 850,000 959,806 1,809,806 2019 880,000 925,206 1,805,206 2020 920,000 889,206 1,809,206 2021 - 2025 5,190,000 3,831,534 9,021,534 2026 - 2030 5,220,000 2,497,125 7,717,125 2031 - 2035 3,210,000 1,524,663 4,734,663 2036 - 2040 4,140,000 565,688 4,705,688 Totals 22,010,000 13211440 35221440 - 81 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 19. SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY DISCLOSURES (CONTINUED): Long-Term Liabilities (Continued) Tax Allocation Bonds Payable (Continued) 2010 MCAS Tax Allocation Bonds On October 27, 2010, the Tustin Community Redevelopment Agency issued $44,170,000 Tax Allocation Bonds, Series 2010 for the purpose of financing redevelopment activities within or for the benefit of the Agency's MCAS-Tustin Redevelopment Project Area. The bonds are payable in annual installments ranging from $640,000 to $12,230,000 commencing on September 1, 2011. Interest is payable semiannually on March 1 and September 1, with rates ranging from 2.0% to 5.0% per annum. The bonds maturing on or after September 1, 2019, are subject to optional redemption prior to maturity, as a whole or in part, from any available source of funds, at a redemption price equal to the principal amount thereof, together with accrued interest to the date fixed for redemption, without premium. At June 30, 2015, the 2010 MCAS Bonds outstanding balance was $41,040,000. The annual debt service requirements to amortize the tax allocation bonds are as follows: Year Ending June 30, Principal Interest Total 2016 $ 880,000 $ 1,931,075 $ 2,811,075 2017 905,000 1,904,300 2,809,300 2018 93 5,000 1,872,025 2,807,025 2019 970,000 1,833,925 2,803,925 2020 1,010,000 1,794,325 2,804,325 2021 - 2025 5,705,000 8,296,744 14,001,744 2026 - 2030 7,170,000 6,782,694 13,952,694 2031 - 2035 9,125,000 4,770,375 13,895,375 2036 - 2040 11,650,000 2,185,000 13,835,000 2041 2,690,000 67,250 2,757,250 Totals 41,040,000 31437.713 72.477.713 - 82 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 19. SUCCESSOR AGENCY TO THE TUSTIN COMMUNITY REDEVELOPMENT AGENCY DISCLOSURES (CONTINUED): Long-Term Liabilities (Continued) Note Payable to County Auditor Controller As part of the dissolution process AB 1484 required the Successor Agency to have due diligence reviews of both the low and moderate income housing funds and all other funds to be completed by October 15, 2012 and January 15, 2013 to compute the funds (cash) which were not needed by the Successor Agency to be retained to pay for existing enforceable obligations. These funds were to be remitted to the CAC after the DOF completed its review of the due diligence reviews. The Successor Agency remitted $14,317,623 to the County Auditor-Controller ("CAC") on December 18, 2012 for the low and moderate income housing funds due diligence review. The amount due to the CAC for the Other Funds due diligence review is $28,295,637, of which $6,418,355 was remitted by the Successor Agency on May 10, 2013. The City negotiated with the State Department of Finance (DOF) to allow for the Local Agency Investment Fund (LAIF) interest rate as the effective interest and to pay the debt off over four to five years. The DOF agreed to allow the LAIF interest rate of 2.54% which was in effect at the time the City entered into the promissory note with the former Redevelopment Agency and has agreed to installment payments over four years after the first payment due within seven days of the City accepting DOF's offer. With the effective flat interest rate of 2.54% compounded annually the total amount receivable from the City and payable to CAC as of June 30, 2014 was $21,404,683. The City signed the settlement agreement on December 9, 2014, and the first installment payment totaling $5,000,000 was made within the required time period. The remaining balance as of June 30, 2015 is $16,404,683 and is payable in four annual installments of $4,101,171 beginning on or before December 31, 2015, and again on or before December 31s' of each of the following three years (2016, 2017 and 2018). 20. RESTATEMENTS OF PRIOR YEAR FINANCIAL STATEMENTS: Restatements of the Government-Wide Financial Statements' net position as of July 1, 2014 are as follows: Governmental Business-type Activities Activity Total Net position at July 1, 2014, as originally reported $ 637,608,339 $ 34,402,330 $ 672,010,669 Implementation of GASB Statements 68 and 71 to record pension liability at beginning of year (45,364,118) (2,418,112) (47,782,230) Net position at July 1, 2014, as restated 592244.221 31.984.218 624228.439 - 83 - CITY OF TUSTIN NOTES TO BASIC FINANCIAL STATEMENTS (CONTINUED) June 30, 2015 20. RESTATEMENTS OF PRIOR YEAR FINANCIAL STATEMENTS (CONTINUED): Restatement of the Water Enterprise Fund's net position as of July 1, 2014 is as follows: Net position at July 1, 2014, as originally reported $ 34,402,330 Implementation of GASB Statements 68 and 71 to record pension liability at beginning of year (2,418,112) Net position at July 1, 2014, as restated 31,984.218 21. SUBSEQUENT EVENTS: In August 2015, the City entered into a school facilities implementation, funding and migration agreement, and related site conveyance agreement with the Tustin Unified School District (TUSD) as well as a joint community facilities agreement with TUSD and Standard Pacific that provides a framework for development of grades 6-12 schools on the 40-acre designated site, along with the opening of Heritage Elementary School as a magnet elementary site in the fall of 2016. The estimated cost to complete the project is $75,117,850. In order to facilitate the implementation plan, the City will advance funds to the project development with three different approaches. First the City advanced $4 million in October 2015. Second, the City will deposit an additional $15 million in the project development account by May 2016. Third, the City will have the option to advance additional funds for the entire project or just certain projects. The City also issued 2014-1 Community Facilities District Special Tax Bonds, Series 2015A, totaling $27,045,000. Of the $27,045,000, $7,858,391 are available to be spent on school facilities. In preparing these financial statements, the City has evaluated events and transactions for potential recognition or disclosure through December 22, 2015, the date the financial statements were available to be issued. - 84 - REQUIRED SUPPLEMENTARY INFORMATION - 85 - The page left blank intentionally - 86 - CITY OF TUSTIN SCHEDULE OF PROPORTIONATE SHARE OF THE NET PENSION LIABILITY SAFETY PLAN Last Ten Fiscal Years* 2015 Plan's proportion of the net pension liability 0.68843% Plan's proportionate share of the net pension liability $ 25,822,675 Plan's covered-employee payroll $ 9,640,345 Plan's proportionate share of the net pension liability as a percentage of covered-employee payroll 267.86% Plan's fiduciary net position $ 89,890,706 Plan's proportionate share of the fiduciary net position as a percentage of the Plan's total pension liability 348.11% Plan's proportionate share of aggregate employer contributions $ 2,544,912 Notes to Schedule: Benefit Changes: There were no changes in benefits. Changes in Assumptions: There were no changes in assumptions *-Fiscal year 2015 was the 1st year of implementation,therefore only one year is shown. -87- CITY OF TUSTIN SCHEDULE OF CONTRIBUTIONS SAFETY PLAN Last Ten Fiscal Years* 2015 Contractually required contribution(actuarially determined) $ 3,045,919 Contributions in relation to the actuarially determined contributions (3,045,919) Contribution deficiency(excess) $ - Covered-employee payroll $ 9,640,345 Contributions as a percentage of covered-employee payroll 31.60% Notes to Schedule: Valuation Date 6/30/2013 Methods and Assumptions Used to Determine Contribution Rates: Single and agent employers Entry age Amortization method Level percentage of payroll,closed Remaining amortization period 30 year fixed with 5 year ramp up at beginning and 5 year ramp down at the end of the amortization period. Changes in liability for plan amendments,changes in actuarial methodology and assumptions are amortized over a 20 year period. Asset valuation method Market Inflation 2.75% Salary increases 3.30%to 14.20%depending on age,service and type of employment Investment rate of return 7.50%,net of pension plan investment expense,including inflation Retirement age 50 years Mortality Morality assumptions are based on mortality rates resulting from the most recent Ca1PERS Experience Study adopted by the Ca1PERS Board,first used in the June 30, 2009 valuation. For purposes of the post-retirement mortality rates,those revised rates include 5 years of projected on-going mortality improvement using Scale BB published by the Society of Actuaries until June 30, 2010. There is no margin for future mortality improvement beyond the valuation date. *-Fiscal year 2015 was the 1st year of implementation,therefore only one year is shown. -88- CITY OF TUSTIN SCHEDULE OF CHANGES IN THE NET PENSION LIABILITY AND RELATED RATIOS MISCELLANEOUS PLAN Last Ten Fiscal Years* 2015 Total Pension Liability: Service cost $ 1,747,494 Interest on total pension liability 6,613,765 Differences between expected and actual experience - Changes in assumptions - Changes in benefit terms - Benefit payments,including refunds of employee contributions (3,974,724) Net Change in Total Pension Liability 4,386,535 Total Pension Liability-Beginning of Year 89,297,153 Total Pension Liability-End of Year(a) $ 93,683,688 Plan Fiduciary Net Position: Contributions-employer $ 1,379,562 Contributions-employee 962,617 Net investment income 11,900,167 Benefit payments (3,974,724) Net Change in Plan Fiduciary Net Position 10,267,622 Plan Fiduciary Net Position-Beginning of Year 69,316,731 Plan Fiduciary Net Position-End of Year(b) $ 79,584,353 Net Pension Liability-Ending(a)-(b) $ 14,099,335 Plan fiduciary net position as a percentage of the total pension liability 84.95% Covered-employee payroll $ 12,071,666 Net pension liability as percentage of covered-employee payroll 116.80% Notes to Schedule: Benefit Changes: There were not changes in benefits. Changes in Assumptions: There were not changes in assumptions * Fiscal year 2015 was the 1 st year of implementation;therefore,only one year is shown. -89- CITY OF TUSTIN SCHEDULE OF CONTRIBUTIONS MISCELLANEOUS PLAN Last Ten Fiscal Years* 2015 Actuarially determined contribution $ 1,379,562 Contributions in relation to the actuarially determined contributions (1,379,562) Contribution deficiency(excess) $ - Covered-employee payroll $ 12,071,666 Contributions as a percentage of covered-employee payroll 11.43% Notes to Schedule: Valuation Date 6/30/2013 Methods and Assumptions Used to Determine Contribution Rates: Single and agent employers Entry age Amortization method Level percentage of payroll,closed Remaining amortization period 30 year fixed with 5 year ramp up at beginning and 5 year ramp down at the end of the amortization period. Changes in liability for plan amendments,changes in actuarial methodology and assumptions are amortized over a 20 year period. Asset valuation method Market Inflation 2.75% Salary increases 3.30%to 14.20%depending on age,service and type of employment Investment rate of return 7.50%,net of pension plan investment expense,including inflation Retirement age 2.0%at 55 retirement age from 55-67,2%at 62 retirement age 52-67 Mortality Morality assumptions are based on mortality rates resulting from the 2010 Ca1PERS Experience Study adopted by the Ca1PERS Board, first used in the June 30, 2009 valuation. For purposes of the post- retirement mortality rates, those revised rates include 5 years of projected on-going mortality improvement using Scale AA published by the Society of Actuaries until June 30, 2010. There is no margin for future mortality improvement beyond the valuation date. *-Fiscal year 2015 was the 1st year of implementation,therefore only one year is shown. -90- CITY OF TUSTIN SCHEDULE OF FUNDING PROGRESS For the year ended June 30,2015 OTHER POST-EMPLOYMENT BENEFIT PLAN Actuarial Actuarial Value Accrued Unfunded UAAL as a Actuarial of Assets Liability AAL Funded Covered %of Valuation (AVA) (AAL) (UAAL) Ratio Payroll Payroll Date (a) (b) (b)-(a) (a)/(b) (c) [(b)-(a)]/(c) 06/30/09 $ - $ 8,584,000 $ 8,584,000 0.00% $ 23,100,000 37.16% 06/30/11 - 9,801,000 9,801,000 0.00% 21,515,000 45.55% 06/30/13 - 12,047,000 12,047,000 0.00% 20,346,000 59.21% -91 - CITY OF TUSTIN BUDGETARY COMPARISON SCHEDULE GENERAL FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Taxes $ 43,053,400 $ 43,053,400 $ 43,696,204 $ 642,804 Licenses and permits 921,900 921,900 885,043 (36,857) Fines and forfeitures 726,000 726,000 752,597 26,597 Investment income 113,000 113,000 716,989 603,989 Intergovernmental 1,439,200 1,439,200 2,644,657 1,205,457 Charges for services 2,165,400 2,165,400 1,849,950 (315,450) Rental income 767,400 767,400 938,971 171,571 Other revenue 2,577,100 2,577,100 3,743,105 1,166,005 Developer contribution 8,500,000 8,500,000 16,934,704 8,434,704 Gain on sale of land held for resale 56,000,000 56,000,000 48,136,121 (7,863,879) TOTAL REVENUES 116,263,400 116,263,400 120,298,341 4,034,941 EXPENDITURES: Current: General government 19,652,100 26,524,978 16,628,862 9,896,116 Public safety 29,706,800 29,706,800 32,963,299 (3,256,499) Public works 6,047,400 6,228,869 6,347,830 (118,961) Community services 3,076,000 3,076,000 2,899,151 176,849 Capital outlay 13,842,600 14,966,725 5,781,519 9,185,206 Debt service: Principal retirement - - 5,000,000 (5,000,000) TOTAL EXPENDITURES 72,324,900 80,503,372 69,620,661 10,882,711 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES 43,938,500 35,760,028 50,677,680 14,917,652 OTHER FINANCING SOURCES(USES): Transfers in 3,591,300 3,706,300 3,693,381 (12,919) Transfers out (2,720,600) (7,835,600) (1,572,721) 6,262,879 TOTAL OTHER FINANCING SOURCES(USES) 870,700 (4,129,300) 2,120,660 6,249,960 SPECIAL ITEM - - 21,404,683 21,404,683 NET CHANGE IN FUND BALANCE 44,809,200 31,630,728 74,203,023 42,572,295 FUND BALANCE-BEGINNING OF YEAR 149,184,089 149,184,089 149,184,089 - FUND BALANCE-END OF YEAR $ 193,993,289 $ 180,814,817 $ 223,387,112 $ 42,572,295 See accompanying note to required supplementary information. -92- CITY OF TUSTIN NOTE TO REQUIRED SUPPLEMENTARY INFORMATION June 30, 2015 1. BUDGETS AND BUDGETARY ACCOUNTING: The City follows these procedures in establishing the budgets. (1) The annual budget is adopted by the City Council after the holding of a hearing and provides for the general operation of the City. The operating budget includes proposed expenditures and the means of financing them. (2) The City Council approves total budgeted appropriations and any amendments to appropriations throughout the year. This "appropriated budget" covers City expenditures in all governmental funds, except for capital improvement projects carried forward from prior years. The City Manager is authorized to transfer budgeted amounts between departments. Actual expenditures may not exceed budgeted appropriations at the fund level. Budget figures used in the accompanying required supplementary information are the original and final adjusted amounts. (3) Formal budgetary integration is employed as a management control device during the year. Commitments for materials and services, such as purchase orders and contracts, are recorded as encumbrances to assist in controlling expenditures. Capital projects appropriations are an automatic supplemental appropriation for the next year. All others lapse unless they are encumbered at year-end or re-appropriated through the formal budget process. There were no outstanding encumbrances at year-end. (4) Annual budgets are adopted for the General and Special Revenue Funds on a basis substantially consistent with accounting principles generally accepted in the United States of America. Accordingly, actual revenues and expenditures can be compared with related budgeted amounts without any significant reconciling items. No budgetary comparisons are presented for the City's Proprietary Funds as the City is not legally required to adopt budgets for these fund types. Budgetary comparisons of Capital Projects Funds are primarily "long-term" budgets, which emphasize capital outlay plans extending over one year. Because of the long-term nature of these budgets, "annual" budget comparisons are not considered meaningful and accordingly, no budgetary information is provided. - 93 - The page left blank intentionally - 94 - SUPPLEMENTARY INFORMATION - 95 - The page left blank intentionally - 96 - CITY OF TUSTIN OTHER GOVERNMENTAL FUNDS June 30, 2015 SPECIAL REVENUE FUNDS The Special Revenue Funds are used to account for the proceeds of specific revenue sources that are restricted by law or administrative action for a specific purpose. Gas Tax - This fund accounts for revenues and expenditures apportioned under the Street and Highways Code of the State of California. Expenditures may be made for any street-related purpose allowable under the Code. Measure M - This fund is used to account for monies received from the County for street projects. Park Acquisition and Development - This fund is used to account for fees received from developers to develop the City's park system. Asset Forfeiture - This fund is used to account for monies received from the Federal government that are used for special law enforcement purchases. Air Quality - This fund is used to account for funds received from South Coast Air Quality Management District to be used for reducing pollution. Supplemental Law Enforcement - This law was established under Government Code Section 30061 enacted by A133229, Chapter 134, of the 1996 Statutes and is an appropriation from the State Budget for the "Citizen Option for Public Safety Program". This fund can only be used for police front line municipal activities that provide police services to the City in prevention of drug abuse, crime prevention, and community awareness programs. Housing Authority - This fund is used to account for revenues and associated expenditures to be used for increasing or improving low and moderate income housing. Special Tax B - This fund is used to account for Special Tax B perpetual tax levied on taxable property in the Tustin Legacy to pay for authorized services and administrative expenses. CAPITAL PROJECTS FUNDS The Capital Projects Funds are used to account for financial resources to be used for the acquisition or construction of major capital facilities. Construction 95-1 - This fund accounts for infrastructure improvements to the Tustin 95-1 Area. Other Capital Projects - This fund is used to account for capital projects which are not funded by a specific source. CFD Construction — This fund is used to account for construction and improvements to the Tustin Legacy area. - 97 - CITY OF TUSTIN COMBINING BALANCE SHEET OTHER GOVERNMENTAL FUNDS June 30,2015 Special Revenue Funds Park Acquisition and Asset Air Gas Tax Measure M Development Forfeiture Quality ASSETS Cash and investments $ 5,177,648 $ 3,979,545 $ 7,988,607 $ 381,794 $ 167,414 Restricted cash and investments - - - - - Receivables: Accounts 209,507 251,679 - - 25,511 Interest 4,718 3,674 7,278 348 153 Loans - - - - - Allowance for uncollectibles Prepaid items and deposits Land held for resale - - - - - TOTAL ASSETS $ 5,391,873 $ 4,234,898 $ 7,995,885 $ 382,142 $ 193,078 LIABILITIES,DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES LIABILITIES: Accounts payable and accrued liabilities $ 236,984 $ 217,050 $ 158,837 $ 20 $ 9 Deposits payable - - - - - TOTAL LIABILITIES 236,984 217,050 158,837 20 9 DEFERRED INFLOWS OF RESOURCES: Unavailable revenue - - - - - FUND BALANCES: Restricted 5,154,889 4,017,848 7,837,048 382,122 193,069 Assigned - - - - - TOTAL FUND BALANCES 5,154,889 4,017,848 7,837,048 382,122 193,069 TOTAL LIABILITIES,DEFERRED INFLOWS OF RESOURCES AND FUND BALANCES $ 5,391,873 $ 4,234,898 $ 7,995,885 $ 382,142 $ 193,078 -98- Special Revenue Funds(Continued) Capital Projects Funds Total Supplemental Other Other Law Housing Construction Capital CFD Governmental Enforcement Authority Special Tax B 95-1 Projects Construction Funds $ 68,902 $ 1,355,502 $ $ 3,392,248 $ 6,886,266 $ - $ 29,397,926 - - - - 1,810,094 1,810,094 5,267 - 200,870 319 693,153 63 73,923 6,274 - 96,431 - 1,049,733 - - 1,049,733 (699,733) - (699,733) 1,831 1,831 354,927 - - - 354,927 $ 74,232 $ 2,136,183 $ $ 3,392,248 $ 7,093,410 $ 1,810,413 $ 32,704,362 $ 3,907 $ 21,896 $ $ 145,880 $ 490,808 $ 1,275,391 - 9,936 805,788 - 815,724 3,907 31,832 951,668 490,808 2,091,115 - 422,687 - 200,870 - 623,557 70,325 1,681,664 3,392,248 - 1,319,605 24,048,818 - - - 5,940,872 - 5,940,872 70,325 1,681,664 3,392,248 5,940,872 1,319,605 29,989,690 $ 74,232 $ 2,136,183 $ $ 3,392,248 $ 7,093,410 $ 1,810,413 $ 32,704,362 -99- CITY OF TUSTIN COMBINING STATEMENT OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCES-OTHER GOVERNMENTAL FUNDS For the year ended June 30,2015 Special Revenue Funds Park Acquisition and Asset Air Gas Tax Measure M Development Forfeiture Quality REVENUES: Investment income $ 40,326 $ 30,498 $ 61,599 $ 3,036 $ 845 Intergovernmental revenue 2,184,778 6,458,491 - 58,594 122,345 Charges for services - - 20,451 - - Rental income 174,369 Other revenue - - - - - TOTAL REVENUES 2,225,104 6,488,989 256,419 61,630 123,190 EXPENDITURES: Current: General government 841,700 2,699 40,251 51,490 76 Public safety - - - - - Community services - - - Capital outlay 1,564,023 4,072,876 453,251 - - TOTAL EXPENDITURES 2,405,723 4,075,575 493,502 51,490 76 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES (180,619) 2,413,414 (237,083) 10,140 123,114 OTHER FINANCING SOURCES(USES): Transfers in - - - Transfers out (111,615) TOTAL OTHER FINANCING SOURCES(USES) (111,615) - - - NET CHANGE IN FUND BALANCES (180,619) 2,301,799 (237,083) 10,140 123,114 FUND BALANCES- BEGINNING OF YEAR 5,335,508 1,716,049 8,074,131 371,982 69,955 FUND BALANCES-END OF YEAR $ 5,154,889 $ 4,017,848 $ 7,837,048 $ 382,122 $ 193,069 - 100- Special Revenue Funds(Continued) Capital Projects Funds Total Supplemental Other Other Law Housing Construction Capital CFD Governmental Enforcement Authority Special Tax B 95-1 Projects Construction Funds $ 520 $ 11,370 $ - $ 2,709 $ 49,502 $ 1,192 $ 201,597 136,623 - 2,833,686 - 593,000 213 12,387,730 - - - - 20,451 - - - - 174,369 13,683 4,254 2,206,350 335,000 2,559,287 137,143 25,053 2,833,686 6,963 2,848,852 336,405 15,343,434 - - - - 3,219 - 939,435 99,630 - - - 99,630 - 271,596 - - - 271,596 37,680 - 55,323 2,398,297 8,655,362 17,236,812 137,310 271,596 55,323 2,401,516 8,655,362 18,547,473 (167) (246,543) 2,833,686 (48,360) 447,336 (8,318,957) (3,204,039) - - - 1,572,721 1,572,721 (2,833,686) (210,601) (537,479) (3,693,381) (2,833,686) (210,601) - 1,035,242 (2,120,660) (167) (246,543) (258,961) 447,336 (7,283,715) (5,324,699) 70,492 1,928,207 3,651,209 5,493,536 8,603,320 35,314,389 $ 70,325 $ 1,681,664 $ $ 3,392,248 $ 5,940,872 $ 1,319,605 $ 29,989,690 CITY OF TUSTIN SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-BUDGET AND ACTUAL GAS TAX SPECIAL REVENUE FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Investment income $ 10,000 $ 10,000 $ 40,326 $ 30,326 Intergovernmental revenue 2,004,100 2,004,100 2,184,778 180,678 TOTAL REVENUES 2,014,100 2,014,100 2,225,104 211,004 EXPENDITURES: Current: General government 1,003,360 1,014,302 841,700 172,602 Capital outlay 1,641,300 1,893,338 1,564,023 329,315 TOTAL EXPENDITURES 2,644,660 2,907,640 2,405,723 501,917 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES (630,560) (893,540) (180,619) 712,921 FUND BALANCE-BEGINNING OF YEAR 5,335,508 5,335,508 5,335,508 - FUND BALANCE-END OF YEAR $ 4,704,948 $ 4,441,968 $ 5,154,889 $ 712,921 - 102- CITY OF TUSTIN SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-BUDGET AND ACTUAL MEASURE M SPECIAL REVENUE FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Investment income $ 2,000 $ 2,000 $ 30,498 $ 28,498 Intergovernmental revenue 8,967,988 8,967,988 6,458,491 (2,509,497) TOTAL REVENUES 8,969,988 8,969,988 6,488,989 (2,480,999) EXPENDITURES: Current: General government - - 2,699 (2,699) Capital outlay 8,856,300 12,016,717 4,072,876 7,943,841 TOTAL EXPENDITURES 8,856,300 12,016,717 4,075,575 7,941,142 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES 113,688 (3,046,729) 2,413,414 5,460,143 OTHER FINANCING USES: Transfers out (39,000) (39,000) (111,615) (72,615) NET CHANGE IN FUND BALANCE 74,688 (3,085,729) 2,301,799 5,387,528 FUND BALANCE-BEGINNING OF YEAR 1,716,049 1,716,049 1,716,049 - FUND BALANCE-END OF YEAR $ 1,790,737 $ (1,369,680) $ 4,017,848 $ 5,387,528 - 103- CITY OF TUSTIN SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-BUDGET AND ACTUAL PARK ACQUISITION AND DEVELOPMENT SPECIAL REVENUE FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Investment income $ 55,000 $ 55,000 $ 61,599 $ 6,599 Charges for services 13,500 13,500 20,451 6,951 Rental income 128,000 128,000 174,369 46,369 TOTAL REVENUES 196,500 196,500 256,419 59,919 EXPENDITURES: Current: General government - - 40,251 (40,251) Capital outlay 973,500 1,128,480 453,251 675,229 TOTAL EXPENDITURES 973,500 1,128,480 493,502 634,978 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES (777,000) (931,980) (237,083) 694,897 FUND BALANCE-BEGINNING OF YEAR 8,074,131 8,074,131 8,074,131 - FUND BALANCE-END OF YEAR $ 7,297,131 $ 7,142,151 $ 7,837,048 $ 694,897 - 104- CITY OF TUSTIN SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-BUDGET AND ACTUAL ASSET FORFEITURE SPECIAL REVENUE FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Investment income $ 1,000 $ 1,000 $ 3,036 $ 2,036 Intergovernmental revenue 150,000 150,000 58,594 (91,406) TOTAL REVENUES 151,000 151,000 61,630 (89,370) EXPENDITURES: Current: General government 320,000 320,000 51,490 268,510 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES (169,000) (169,000) 10,140 179,140 FUND BALANCE-BEGINNING OF YEAR 371,982 371,982 371,982 - FUND BALANCE-END OF YEAR $ 202,982 $ 202,982 $ 382,122 $ 179,140 - 105- CITY OF TUSTIN SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-BUDGET AND ACTUAL AIR QUALITY SPECIAL REVENUE FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Investment income $ 100 $ 100 $ 845 $ 745 Intergovernmental revenue 82,000 82,000 122,345 40,345 TOTAL REVENUES 82,100 82,100 123,190 41,090 EXPENDITURES: Current: General Government - - 76 (76) Capital outlay 100,000 100,000 - 100,000 TOTAL EXPENDITURES 100,000 100,000 76 99,924 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES (17,900) (17,900) 123,114 141,090 FUND BALANCE-BEGINNING OF YEAR 69,955 69,955 69,955 - FUND BALANCE-END OF YEAR $ 52,055 $ 52,055 $ 193,069 $ 141,090 - 106- CITY OF TUSTIN SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-BUDGET AND ACTUAL SUPPLEMENTAL LAW ENFORCEMENT SPECIAL REVENUE FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Investment income $ - $ - $ 520 $ 520 Intergovernmental revenue 123,100 123,100 136,623 13,523 TOTAL REVENUES 123,100 123,100 137,143 14,043 EXPENDITURES: Current: Public safety 98,500 98,500 99,630 (1,130) Capital outlay - - 37,680 (37,680) TOTAL EXPENDITURES 98,500 98,500 137,310 (38,810) EXCESS OF REVENUES OVER (UNDER)EXPENDITURES 24,600 24,600 (167) (24,767) FUND BALANCE-BEGINNING OF YEAR 70,492 70,492 70,492 - FUND BALANCE-END OF YEAR $ 95,092 $ 95,092 $ 70,325 $ (24,767) - 107- CITY OF TUSTIN SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-BUDGET AND ACTUAL HOUSING AUTHORITY SPECIAL REVENUE FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Investment income $ - $ - $ 11,370 $ 11,370 Other revenue - - 13,683 13,683 TOTAL REVENUES - - 25,053 25,053 EXPENDITURES: Current: Community services 366,400 366,400 271,596 94,804 EXCESS OF REVENUES OVER (UNDER)EXPENDITURES (366,400) (366,400) (246,543) 119,857 FUND BALANCE-BEGINNING OF YEAR 1,928,207 1,928,207 1,928,207 - FUND BALANCE-END OF YEAR $ 1,561,807 $ 1,561,807 $ 1,681,664 $ 119,857 - 108- CITY OF TUSTIN SCHEDULE OF REVENUES,EXPENDITURES AND CHANGES IN FUND BALANCE-BUDGET AND ACTUAL SPECIAL TAX B SPECIAL REVENUE FUND For the year ended June 30,2015 Variance with Final Budget Budgeted Amounts Positive Original Final Actual (Negative) REVENUES: Intergovernmental revenue $ 2,250,000 $ 2,250,000 $ 2,833,686 $ 583,686 OTHER FINANCING USES: Transfers out (2,250,000) (2,250,000) (2,833,686) (583,686) NET CHANGE IN FUND BALANCE - - - - FUND BALANCE-BEGINNING OF YEAR - - - - FUND BALANCE-END OF YEAR $ - $ - $ - $ - - 109- The page left blank intentionally - 110 - CITY OF TUSTIN AGENCY FUNDS June 30, 2015 Agency Funds are used to account for assets held by the City in a trustee capacity or as an agent for individual, private organizations and other governments. Community Facilities District 04-01 - This fund records the deposit of monies held to pay the debt service requirements of the community facilities district. Community Facilities District 06-01 - This fund records the deposit of monies held to pay the debt service requirements of the community facilities district. Community Facilities District 07-01 - This fund records the deposit of monies held to pay the debt service requirements of the community facilities district. Community Facilities District 13-01 - This fund records the deposit of monies held to pay the debt service requirements of the community facilities district. - 111 - CITY OF TUSTIN COMBINING STATEMENT OF ASSETS AND LIABILITIES ALL AGENCY FUNDS June 30,2015 Community Community Community Community Facilities Facilities Facilities Facilities District District District District 04-01 06-01 07-01 13-01 Total ASSETS Cash and investments $ 18,529 $ 99,759 $ - $ 980 $ 119,268 Restricted cash and investments 1,075,291 9,246,015 1,933,317 - 12,254,623 Taxes receivable 14,372 57,846 - - 72,218 TOTAL ASSETS $ 1,108,192 $ 9,403,620 $ 1,933,317 $ 980 $ 12,446,109 LIABILITIES Accounts payable $ - $ - $ - $ 980 $ 980 Due to bondholders 1,108,192 9,403,620 1,933,317 - 12,445,129 TOTAL LIABILITIES $ 1,108,192 $ 9,403,620 $ 1,933,317 $ 980 $ 12,446,109 - 112- CITY OF TUSTIN COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES ALL AGENCY FUNDS For the year ended June 30,2015 Balance Balance July 1,2014 Additions Deletions June 30,2015 COMMUNITY FACILITIES DISTRICT 04-01 ASSETS: Cash and investments $ - $ 1,274,823 $ 1,256,294 $ 18,529 Restricted cash and investments 1,003,329 687,825 615,863 1,075,291 Taxes receivable 19,215 14,372 19,215 14,372 TOTAL ASSETS $ 1,022,544 $ 1,977,020 $ 1,891,372 $ 1,108,192 LIABILITIES: Accounts payable $ - $ 687,825 $ 687,825 $ - Due to bondholders 1,022,544 1,269,980 1,184,332 1,108,192 TOTAL LIABILITIES $ 1,022,544 $ 1,957,805 $ 1,872,157 $ 1,108,192 COMMUNITY FACILITIES DISTRICT 06-01 ASSETS: Cash and investments $ 11,766 $ 5,539,715 $ 5,451,722 $ 99,759 Restricted cash and investments 9,145,080 3,604,914 3,503,979 9,246,015 Taxes receivable 64,249 57,846 64,249 57,846 TOTAL ASSETS $ 9,221,095 $ 9,202,475 $ 9,019,950 $ 9,403,620 LIABILITIES: Accounts payable $ 142 $ 3,609,657 $ 3,609,799 $ - Due to bondholders 9,220,953 5,523,894 5,341,227 9,403,620 TOTAL LIABILITIES $ 9,221,095 $ 9,133,551 $ 8,951,026 $ 9,403,620 COMMUNITY FACILITIES DISTRICT 07-01 ASSETS: Cash and investments $ - $ 1,144,603 $ 1,144,603 $ - Restricted cash and investments 1,908,686 914,747 890,116 1,933,317 TOTAL ASSETS $ 1,908,686 $ 2,059,350 $ 2,034,719 $ 1,933,317 LIABILITIES: Accounts payable $ - $ 914,601 $ 914,601 $ - Due to bondholders 1,908,686 1,144,865 1,120,234 1,933,317 TOTAL LIABILITIES $ 1,908,686 $ 2,059,466 $ 2,034,835 $ 1,933,317 (Continued) - 113- CITY OF TUSTIN COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES ALL AGENCY FUNDS (CONTINUED) For the year ended June 30,2015 Balance Balance July 1,2014 Additions Deletions June 30,2015 COMMUNITY FACILITIES DISTRICT 13-01 ASSETS: Cash and investments $ - $ 217,474 $ 216,494 $ 980 TOTAL ASSETS $ - $ 217,474 $ 216,494 $ 980 LIABILITIES: Accounts payable $ - $ 217,474 $ 216,494 $ 980 TOTAL LIABILITIES $ - $ 217,474 $ 216,494 $ 980 TOTAL ALL AGENCY FUNDS ASSETS: Cash and investments $ 11,766 $ 8,176,615 $ 8,069,113 $ 119,268 Restricted cash and investments 12,057,095 5,207,486 5,009,958 12,254,623 Taxes receivable 83,464 72,218 83,464 72,218 TOTAL ASSETS $ 12,152,325 $ 13,456,319 $ 13,162,535 $ 12,446,109 LIABILITIES: Accounts payable $ 142 $ 5,429,557 $ 5,428,719 $ 980 Due to bondholders 12,152,183 7,938,739 7,645,793 12,445,129 TOTAL LIABILITIES $ 12,152,325 $ 13,368,296 $ 13,074,512 $ 12,446,109 - 114- STATISTICAL SECTION - 115 - The page left blank intentionally - 116 - DESCRIPTION OF STATISTICAL SECTION CONTENTS June 30, 2015 This part of the City of Tustin's Comprehensive Annual Financial Report presents detailed information as a context for understanding what the information in the financial statements, note disclosures, and required supplementary information says about the City's overall financial health. Contents: Pages Financial Trends - These schedules contain trend information to help the reader understand how the City's financial performance and well-being have changed over time. 118 Revenue Capacity - These schedules contain information to help the reader assess the City's most significant local revenue source, the property tax. 128 Debt Capacity - These schedules present information to help the reader assess the affordability of the City's current levels of outstanding debt and the City's ability to issue additional debt in the future. 134 Demographic and Economic Information - These schedules offer demographic and economic indicators to help the reader understand the environment within which the City's financial activities take place. 142 Operating Information - These schedules contain service and infrastructure data to help the reader understand how the information in the City's financial report relates to the services the City provides and the activities it performs. 144 Sources: Unless otherwise noted, the information in these schedules is derived from the Comprehensive Annual Financial Reports for the relevant year. - 117 - CITY OF TUSTIN NET POSITION BY COMPONENT Last Ten Fiscal Years (accrual basis of accounting) Fiscal Year 2006 2007 2008 2009 Governmental activities: Net investment in capital assets $ 261,132,785 $ 285,331,502 $ 343,062,465 $ 357,299,104 Restricted 55,021,376 94,111,615 161,669,815 145,602,640 Unrestricted 14,993,866 (19,936,964) (14,320,020) 104,037,153 Total governmental activities net position $ 331,148,027 $ 359,506,153 $ 490,412,260 $ 606,938,897 Business-type activities: Net investment in capital assets $ 20,494,561 $ 22,150,723 $ 22,267,386 $ 24,964,824 Restricted - - - 1,191,694 Unrestricted 206,342,244 199,289,608 172,421,511 1,981,499 Total business-type activities net position $ 226,836,805 $ 221,440,331 $ 194,688,897 $ 28,138,017 Primary government: Net investment in capital assets $ 281,627,346 $ 307,482,225 $ 365,329,851 $ 382,263,928 Restricted 55,021,376 94,111,615 161,669,815 146,794,334 Unrestricted 221,336,110 179,352,644 158,101,491 106,018,652 Total primary government net position $ 557,984,832 $ 580,946,484 $ 685,101,157 $ 635,076,914 - 118- Fiscal Year 2010 2011 2012 2013 2014 2015 $ 360,282,692 $ 378,911,546 $ 412,683,460 $ 431,761,288 $ 461,673,323 $ 456,649,085 135,670,302 116,718,495 47,727,966 54,367,385 36,693,458 72,929,522 114,737,049 116,545,351 147,513,249 177,532,888 93,877,440 140,727,040 $ 610,690,043 $ 612,175,392 $ 607,924,675 $ 663,661,561 $ 592,244,221 $ 670,305,647 $ 24,541,113 $ 20,872,492 $ 25,479,160 $ 24,171,745 $ 23,657,878 $ 24,270,718 1,851,666 5,541,672 2,795,701 7,094,771 8,326,340 11,845,734 $ 26,392,779 $ 26,414,164 $ 28,274,861 $ 31,266,516 $ 31,984,218 $ 36,116,452 $ 384,823,805 $ 399,784,038 $ 438,162,620 $ 455,933,033 $ 485,331,201 $ 480,919,803 135,670,302 116,718,495 47,727,966 54,367,385 36,693,458 72,929,522 116,588,715 122,087,023 150,308,950 184,627,659 102,203,780 152,5 72,774 $ 637,082,822 $ 638,589,556 $ 636,199,536 $ 694,928,077 $ 624,228,439 $ 706,422,099 - 119- CITY OF TUSTIN CHANGES IN NET POSITION EXPENSES AND PROGRAM REVENUES Last Ten Fiscal Years (accrual basis of accounting) Fiscal Year 2006 2007 2008 2009 Expenses: Governmental activities: General government $ 10,269,053 $ 7,926,778 $ 8,668,759 $ 8,499,303 Public safety 23,255,837 25,269,653 27,875,230 29,126,019 Public works 14,354,535 19,091,399 30,814,898 22,102,002 Community services 3,425,790 3,444,799 3,442,833 5,112,770 Interest on long-term debt 1,003,920 1,618,814 4,715,026 3,566,782 Total governmental activities expenses 52,309,135 57,351,443 75,516,746 68,406,876 Business-type activities: Water 9,365,401 11,879,958 11,870,706 12,569,331 Tustin Legacy 1,355,822 1,518,560 1,279,802 1,259,093 Total business-type activities expenses 10,721,223 13,398,518 13,150,508 13,828,424 Program revenues: Governmental activities: Charges for services: General government 2,388,279 2,540,796 2,716,432 1,694,464 Public safety 1,364,877 1,476,811 2,749,660 2,136,772 Public works 3,230,212 2,987,687 1,688,753 2,374,308 Community services 876,199 916,075 929,548 897,386 Operating grants and contributions 3,655,881 3,677,905 3,831,037 4,253,442 Capital grants and contributions 19,470,274 9,652,907 79,210,370 18,865,776 Total governmental activities program revenues 30,985,722 21,252,181 91,125,800 30,222,148 Business-type activities: Charges for services: Water 8,858,151 10,418,522 10,923,061 11,281,679 Tustin Legacy 3,660,334 409,693 34,370 22,587 Capital grants and contributions - - 28,299,036 - Total business-type activities program revenues 12,518,485 10,828,215 39,256,467 11,304,266 Net revenues(expenses): Governmental activities $ (21,323,413) $ (36,099,262) $ 15,609,054 $ (38,184,728) Business-type activities 1,797,262 (2,570,303) 26,105,959 (2,524,158) Total net revenues(expenses) $ (19,526,151) $ (38,669,565) $ 41,715,013 $ (40,708,886) - 120- Fiscal Year 2010 2011 2012 2013 2014 2015 $ 7,802,579 $ 7,854,361 $ 12,266,470 $ 18,705,913 $ 14,825,780 $ 17,121,057 27,277,141 28,622,807 28,800,773 30,702,298 28,440,799 29,886,284 20,816,686 19,809,907 20,765,854 15,087,234 49,538,371 34,435,214 12,742,391 13,150,089 7,078,104 3,201,865 3,498,460 3,699,059 4,087,839 4,814,598 3,057,645 967,115 - - 72,726,636 74,251,762 71,968,846 68,664,425 96,303,410 85,141,614 11,938,146 12,578,667 13,467,541 13,574,149 16,100,137 15,982,078 11,938,146 12,578,667 13,467,541 13,574,149 16,100,137 15,982,078 1,404,925 1,109,150 1,390,073 763,101 249,237 252,074 1,168,348 1,196,830 1,133,096 917,947 920,112 1,071,099 3,761,321 3,508,904 800,328 1,248,595 1,710,813 1,564,314 957,545 969,006 974,747 926,432 967,134 892,102 3,403,411 3,441,281 3,590,210 4,513,158 3,325,304 3,546,823 6,287,231 3,395,929 20,902,629 20,998,311 12,222,106 20,244,479 16,982,781 13,621,100 28,791,083 29,367,544 19,394,706 27,570,891 10,594,471 12,422,746 15,112,161 16,688,773 18,682,821 19,375,359 10,594,471 12,422,746 15,112,161 16,688,773 18,682,821 19,375,359 $ (55,743,855) $ (60,630,662) $ (43,177,763) $ (39,296,881) $ (76,908,704) $ (57,570,723) (1,343,675) (155,921) 1,644,620 3,114,624 2,582,684 3,393,281 $ (57,087,530) $ (60,786,583) $ (41,533,143) $ (36,182,257) $ (74,326,020) $ (54,177,442) - 121 - CITY OF TUSTIN CHANGES IN NET POSITION GENERAL REVENUES Last Ten Fiscal Years (accrual basis of accounting) Fiscal Year 2006 2007 2008 2009 General revenues and other changes in net position: Governmental activities: Taxes: Property taxes $ 21,242,797 $ 28,617,969 $ 31,070,501 $ 34,022,959 Transient occupancy taxes 155,199 161,105 163,831 154,379 Business license taxes N/A N/A N/A 356,565 Other taxes 1,409,696 1,534,720 1,665,601 1,689,573 Sales tax 18,912,722 19,317,135 20,428,465 19,858,142 Motor vehicle in lieu,unrestricted 433,795 443,222 321,918 252,666 Investment income 3,202,914 4,842,033 7,417,199 4,863,469 Other general revenues 1,323,230 1,598,099 1,523,530 2,314,540 Gain(loss)on disposal of capital assets (422,555) - (1,366,208) - Gain on sale of land held for resale - - - - Transfers 5,931,225 7,943,105 53,668,609 103,805,196 Extraordinary item - - - - Contribution from successor agency - - - - Total governmental activities 52,189,023 64,457,388 114,893,446 167,317,489 Business-type activities: Investment income 1,411,899 1,567,316 815,560 164,764 Gain(loss)on disposal of capital assets - 3,519,618 (681) - Miscellaneous 49,070 - 23,337 82,810 Transfers (5,931,225) (7,943,105) (53,668,609) (103,805,196) Total business-type activities (4,470,256) (2,856,171) (52,830,393) (103,557,622) Total primary government $ 47,718,767 $ 61,601,217 $ 62,063,053 $ 63,759,867 Changes in net position: Governmental activities $ 30,865,610 $ 28,358,126 $ 130,502,500 $ 129,132,761 Business-type activities (2,672,994) (5,426,474) (26,724,434) (106,081,780) Total primary government $ 28,192,616 $ 22,931,652 $ 103,778,066 $ 23,050,981 - 122- Fiscal Year 2010 2011 2012 2013 2014 2015 $ 28,347,659 $ 30,205,879 $ 23,270,718 $ 14,526,101 $ 13,661,771 $ 14,552,535 141,335 142,915 137,131 137,064 616,897 1,090,675 337,867 358,526 44,800 377,498 393,241 419,148 1,720,505 1,648,319 1,621,521 1,655,388 1,663,215 1,763,878 15,917,332 18,597,453 19,931,865 21,575,405 22,288,032 22,269,896 6,122,789 6,189,249 5,833,094 5,951,653 6,150,893 6,380,698 4,086,852 2,358,847 958,169 243,921 628,180 1,052,276 1,520,662 1,700,323 14,444,183 7,231,648 4,040,996 7,829,149 - - - 43,335,089 - 48,136,121 - - (27,314,435) - 1,412,257 - - - - - - 32,137,773 58,195,001 61,201,511 38,927,046 95,033,767 50,855,482 135,632,149 86,654 158,242 156,855 39,700 144,381 249,863 25,340 19,064 59,222 271,858 408,749 489,090 111,994 177,306 216,077 311,558 553,130 738,953 $ 58,306,995 $ 61,378,817 $ 39,143,123 $ 95,345,325 $ 51,408,612 $ 136,371,102 $ 2,451,146 $ 570,849 $ (4,250,717) $ 55,736,886 $ (26,053,222) $ 78,061,426 (1,231,681) 21,385 1,860,697 3,426,182 3,135,814 4,132,234 $ 1,219,465 $ 592,234 $ (2,390,020) $ 59,163,068 $ (22,917,408) $ 82,193,660 - 123- CITY OF TUSTIN FUND BALANCES OF GOVERNMENTAL FUNDS Last Ten Fiscal Years (modified accrual basis of accounting) Fund Balance prior to GASB 54 Fiscal Year 2006 2007 2008 2009 General fund: Reserved $ 118,510 $ 248,372 $ 116,342 $ 120,632,293 Unreserved 24,124,968 20,454,356 24,471,029 1,971,846 Total general fund $ 24,243,478 $ 20,702,728 $ 24,587,371 $ 122,604,139 All other governmental funds: Reserved $ 34,612,789 $ 68,724,358 $ 76,696,588 $ 49,777,973 Unreserved,reported in: Special revenue funds 8,550,855 10,639,839 64,896,223 16,437,130 Debt service funds 2,510,686 - - - Capital projects funds 11,145,244 12,388,651 17,558,428 90,474,987 Total all other governmental funds $ 56,819,574 $ 91,752,848 $ 159,151,239 $ 156,690,090 Fund Balance subsequent to GASB 54 General fund: Nonspendable $ - $ - $ - $ - Restricted - - - - Committed - - - - Assigned - - - - Unassigned - - - - Total general fund $ - $ - $ - $ - All other governmental funds: Nonspendable $ - $ - $ - $ - Restricted - - - - Committed - - - - Assigned - - - - Unassigned - - - - Total all other governmental funds $ - $ - $ - $ - - 124- Fiscal Year 2010 2011 2012 2013 2014 2015 $ 144,139,167 $ - $ - $ - $ - $ - 5,870,992 - - - - - $ 150,010,159 $ - $ - $ - $ - $ - $ 66,609,267 $ - $ - $ - $ - $ - 14,277,683 - - - - - (6,774,245) - - - - - 75,663,086 - - - - - $ 149,775,791 $ - $ - $ - $ - $ - $ 144,139,167 $ 144,186,955 $ 144,604,847 $ 128,988,209 $ 129,049,954 $ 122,458,642 - - - 19,615,343 1,352,309 16,650,332 47,608 - - - - - 5,823,384 - - - - - - 7,443,165 4,077,344 44,368,566 18,781,826 84,278,138 $ 150,010,159 $ 151,630,120 $ 148,682,191 $ 192,972,118 $ 149,184,089 $ 223,387,112 $ 34,800,738 $ 22,352,713 $ 1,710,292 $ 1,287,607 $ - $ - 111,455,097 130,673,281 38,274,666 33,885,757 29,820,853 24,048,818 344,708 - - - - - 11,670,324 18,603,317 16,239,322 16,880,590 5,493,536 37,350,531 (8,495,076) (10,989,463) - - - - $ 149,775,791 $ 160,639,848 $ 56,224,280 $ 52,053,954 $ 35,314,389 $ 61,399,349 - 125- CITY OF TUSTIN CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS Last Ten Fiscal Years (modified accrual basis of accounting) Fiscal Year 2006 2007 2008 2009 Revenues: Taxes $ 40,542,668 $ 48,306,569 $ 51,775,505 $ 56,198,002 Licenses and permits 2,153,355 2,095,154 2,710,309 1,692,955 Fines and forfeitures 784,966 783,390 818,868 832,188 Investment income 2,849,921 4,228,582 7,529,488 4,429,915 Intergovernmental revenues 15,338,254 20,136,822 27,394,402 14,626,663 Charges for services 2,107,336 2,043,251 1,583,324 4,497,309 Rental income 304,733 349,450 786,438 771,807 Developer contributions - - - - Gain on sale of land held for resale - - - - Contribution from Successor Agency - - - - Other revenues 8,260,032 3,160,370 59,309,772 1,188,200 Total revenues 72,341,265 81,103,588 151,908,106 84,237,039 Expenditures: Current: General government 10,134,368 7,806,916 8,295,887 6,728,236 Public safety 22,697,122 24,450,803 26,561,960 27,759,939 Public works 7,691,894 9,651,745 10,136,680 11,311,291 Community services 3,026,890 3,023,648 2,886,132 5,005,986 Capital outlay 27,057,889 28,503,673 15,080,865 24,772,717 Debt service: Principal retirement 1,275,000 1,330,000 1,055,000 11,143,000 Interest and fiscal charges 1,023,622 1,620,897 4,718,806 3,570,834 Bond issue costs - - - - Total expenditures 72,906,785 76,387,682 68,735,330 90,292,003 Excess(deficiency)of revenues over(under)expenditures (565,520) 4,715,906 83,172,776 (6,054,964) Other financing sources(uses): Proceeds from debt issuance - 25,000,000 - - Transfers in 7,190,511 10,795,694 7,803,274 142,866,218 Transfers out (5,270,356) (10,795,694) (7,803,274) (41,295,836) Contribution to developer - - (11,934,400) - Sale of property 137,442 1,676,618 44,658 40,201 Total other financing sources(uses) 2,057,597 26,676,618 (11,889,742) 101,610,583 Extraordinary gain(loss) - - - - Special item - - - - Net change in fund balances $ 1,492,077 $ 31,392,524 $ 71,283,034 $ 95,555,619 Debt service as a percentage of noncapital expenditures 5.28% 6.57% 12.06% 28.96% - 126- Fiscal Year 2010 2011 2012 2013 2014 2015 $ 52,579,529 $ 57,324,011 $ 50,907,306 $ 44,279,024 $ 45,096,520 $ 43,696,204 3,538,198 716,144 443,928 577,044 1,284,232 885,043 890,770 893,642 875,068 678,428 631,340 752,597 3,198,484 1,632,215 472,725 173,890 621,786 1,041,661 5,378,430 5,372,905 6,413,137 21,551,042 7,453,722 15,032,387 2,708,705 5,020,485 2,813,752 2,685,080 1,787,268 1,870,401 869,645 358,030 480,255 550,003 751,724 1,113,340 4,051,180 1,593,475 - - - 16,934,704 - - - 43,340,797 - 48,136,121 - - - - - 32,137,773 1,028,432 2,425,052 14,075,025 9,773,813 6,110,735 6,302,392 74,243,373 75,335,959 76,481,196 123,609,121 63,737,327 167,902,623 7,197,709 7,505,928 11,656,331 17,357,805 14,205,424 17,568,297 26,359,435 27,508,514 28,714,347 27,944,039 28,170,314 33,062,929 10,133,685 9,110,621 6,954,384 5,980,807 5,797,705 6,417,257 12,251,479 12,740,969 6,506,381 2,752,523 3,081,299 3,170,747 13,125,983 9,979,670 25,816,530 28,487,231 74,422,436 23,800,093 7,913,000 10,659,000 2,590,000 - - 5,000,000 4,603,661 4,131,435 3,264,323 967,115 - - - 429,731 - - - - 81,584,952 82,065,868 85,502,296 83,489,520 125,677,178 89,019,323 (7,341,579) (6,729,909) (9,021,100) 40,119,601 (61,939,851) 78,883,300 26,274,205 43,281,289 - - - - 37,207,661 2,645,014 3,020,291 6,122,454 2,084,612 5,266,102 (37,207,661) (2,645,014) (3,020,291) (6,122,454) (2,084,612) (5,266,102) 7,421 18,138 43,745 - - - 26,281,626 43,299,427 43,745 - - - - - (98,386,142) - 1,412,257 - - - - - - 21,404,683 $ 18,940,047 $ 36,569,518 $(107,363,497) $ 40,119,601 $ (60,527,594) $ 100,287,983 22.37% 26.76% 10.88% 1.76% 0.00% 6.42% - 127- CITY OF TUSTIN ASSESSED VALUE AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY (IN THOUSANDS) Last Ten Fiscal Years City Fiscal Year Taxable Ended Assessed June 30 Secured Unsecured Value 2006 $ 5,753,518 $ 285,670 $ 6,039,188 2007 6,397,216 301,747 6,698,963 2008 7,708,506 435,160 8,143,666 2009 7,019,706 341,056 7,360,762 2010 6,874,131 323,694 7,197,825 2011 6,791,003 318,875 7,109,878 2012 6,865,333 294,518 7,159,851 2013 6,975,148 295,303 7,270,451 2014 7,151,192 267,629 7,418,821 2015 7,503,074 287,558 7,790,632 Notes: Exemptions are netted directly against individual categories. In 1978 the voters of the State of California passed Proposition 13 which limited property taxes to a total maximum rate of 1%based upon the assessed value of the property being taxed. Each year,the assessed value of property may be increased by an"inflation factor"(limited to a maximum increase of 2%). With few exceptions,property is only reassessed at the time that it is sold to a new owner. At that point,the new assessed value is reassessed at the purchase price of the property sold. The assessed valuation data shown above represents the only data currently available with respect to the actual market value of taxable property and is subject to the limitations described above. (A) Effective February 1,2012,the Redevelopment Agency was dissolved. See Notes 18 and 19 for more information. (B) This rate represents the weighted average of all individual direct rates applied by the City of Tustin. - 128- Redevelopment Agency(A) Taxable Total Assessed Direct Tax Secured Unsecured Value(A) Rate(B) $ 1,039,506 $ 71,738 $ 1,111,244 0.226% 1,496,217 84,203 1,580,420 0.261% 1,826,514 89,863 1,916,377 0.279% 2,432,407 165,392 2,597,799 0.326% 2,175,049 128,194 2,303,243 0.308% 2,180,029 129,387 2,309,416 0.310% 2,085,982 133,065 2,219,047 0.303% 2,107,792 123,929 2,231,721 0.302% 2,192,026 121,534 2,313,560 0.116% 2,362,339 139,834 2,502,173 0.116% - 129- CITY OF TUSTIN DIRECT AND OVERLAPPING PROPERTY TAX RATES Last Ten Fiscal Years (rate per$100 of taxable value) Fiscal Year 2006 2007 2008 2009 Direct Rate: City of Tustin $ 0.1272 $ 0.1272 $ 0.1272 $ 0.1272 Tustin Unified School District 0.4397 0.4397 0.4397 0.4397 South Orange County Community College District 0.0886 0.0886 0.0886 0.0886 County of Orange 0.0617 0.0617 0.0617 0.0617 Orange County Flood Control District 0.0198 0.0198 0.0198 0.0198 Orange County Library District 0.0167 0.0167 0.0167 0.0167 Orange County Department of Education 0.0161 0.0161 0.0161 0.0161 Various Special Districts 0.2302 0.2302 0.2302 0.2302 Total Direct Rate 1.0000 1.0000 1.0000 1.0000 Overlapping Rates: Tustin Unified School District Bonds 0.0311 0.0023 0.0317 0.0310 Metropolitan Water District Bonds 0.0052 0.0047 0.0045 0.0043 Rancho Santiago Community College District Bonds 0.0169 0.0191 0.0237 0.0225 Irvine Ranch Water District Bonds 0.0477 0.2138 0.2143 0.2143 Santa Ana Unified School District Bonds 0.0435 0.0392 0.0359 0.0321 Total Overlapping Rates 0.1444 0.2791 0.3101 0.3042 Total Direct and Overlapping Rates $ 1.1444 $ 1.2791 $ 1.3101 $ 1.3042 Source:Hdl,Coren&Cone - 130- Fiscal Year 2010 2011 2012 2013 2014 2015 $ 0.1272 $ 0.1272 $ 0.1272 $ 0.1272 $ 0.1272 $ 0.1272 0.4397 0.4397 0.4397 0.4397 0.4397 0.4397 0.0886 0.0886 0.0886 0.0886 0.0886 0.0886 0.0617 0.0617 0.0617 0.0617 0.0617 0.0617 0.0198 0.0198 0.0198 0.0198 0.0198 0.0198 0.0167 0.0167 0.0167 0.0167 0.0167 0.0167 0.0161 0.0161 0.0161 0.0161 0.0161 0.0161 0.2302 0.2302 0.2302 0.2302 0.2302 0.2302 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 0.0380 0.0596 0.0559 0.0672 0.0891 0.0696 0.0043 0.0037 0.0037 0.0035 0.0035 0.0035 0.0274 0.0314 0.0315 0.0324 0.0333 0.0508 0.2242 0.2242 0.2155 0.2155 0.2155 0.0960 0.0739 0.0717 0.0715 0.0775 0.0736 0.0687 0.3678 0.3906 0.3781 0.3961 0.4150 0.2886 $ 1.3678 $ 1.3906 $ 1.3781 $ 1.3961 $ 1.4150 $ 1.2886 - 131- CITY OF TUSTIN PRINCIPAL PROPERTY TAX PAYERS Current Year and Ten Years Ago 2015 2005 Percent of Percent of Total City Total City Taxable Taxable Taxable Taxable Assessed Assessed Assessed Assessed Taxpayer Value Value Value Value Irvine Company LLC $ 228,477,924 2.22% $ 65,223,171 1.00% Vestar Kimco Tustin LP 162,372,463 1.58% Avalon 11 California Value I LP 98,143,300 0.95% Irvine Apartment Communities LP 50,873,840 0.49% 210,693,161 3.42% Ricoh Development of California Inc 48,516,780 0.47% PK II Larwin Square SC LP 48,263,673 0.47% Borchard Redhill SKB-Tustin LLC 47,709,881 0.46% 30,113,321 0.46% Cadigan Communities LP 47,482,617 0.46% 26,194,631 0.40% Costco Wholesale Corporation 47,286,886 0.46% CPII Park Place LLC 42,498,878 0.41% Moffett Meadows Partners,LLC 144,651,140 2.22% WL Homes 69,876,021 1.07% Bascom East Tustin Avenue Apartment LLC 67,546,366 1.04% Pan Pacific Retail Prop 44,593,136 0.68% Saddleback Memorial Medic 39,596,614 0.61% Bedrosian Tustin,LLC 26,753,547 0.41% $ 821,626,242 7.97% $ 725,241,108 11.31% The amounts shown above include the Combined Tax Rolls and the SBE Non-Unitary Tax Roll. Sources:Hdl,Coren&Cone - 132- CITY OF TUSTIN PROPERTY TAX LEVIES AND COLLECTIONS Last Ten Fiscal Years Collected within the Fiscal Taxes Levied Fiscal Year of Levy Collections in Total Collections to Date Year Ended for the Percent Subsequent Percent June 30 Fiscal Year Amount of Levy Years Amount of Levy 2006 $ 21,602,011 $ 21,242,797 98.34% $ 309,074 $ 21,551,871 99.77% 2007 30,701,393 28,617,969 93.21% 799,215 29,417,184 95.82% 2008 33,554,781 31,070,501 92.60% 695,793 31,766,294 94.67% 2009 38,515,110 34,022,959 88.34% 1,417,067 35,440,026 92.02% 2010 31,739,378 28,347,659 89.31% 917,222 29,264,881 92.20% 2011 30,713,746 29,541,000 96.18% 610,052 30,151,052 98.17% 2012 30,163,205 20,433,400 67.74% 147,389 20,580,789 68.23% 2013 9,492,638 9,257,817 97.53% 121,715 9,379,532 98.81% 2014 9,862,476 9,655,778 97.90% 121,400 9,777,178 99.14% 2015 9,287,149 9,007,785 96.99% 163,497 9,171,282 98.75% Notes: The amounts presented include City property taxes and former Redevelopment Agency tax increment. This schedule also includes amounts collected by the City and former Redevelopment Agency that were passed-through to other agencies. Effective February 1,2012,the former Redevelopment Agency was dissolved. See Notes 18 and 19 for more information. Source: County of Orange Auditor Controller's Office - 133- CITY OF TUSTIN RATIOS OF OUTSTANDING DEBT BY TYPE Last Ten Fiscal Years Fiscal Governmental Activities Year Tax Tax Tax Lease Total Ended Allocation Allocation Allocation Revenue Notes Notes Governmental June 30 Bonds(1) Bonds(6) Bonds(7) Bonds(2) Payable(3) Payable(4) Activities 2006 $ 14,030,000 $ $ $ 330,000 $ $ $ 14,360,000 2007 13,020,000 - 25,000,000 38,020,000 2008 11,975,000 25,000,000 36,975,000 2009 10,870,000 14,962,000 19,284,170 45,116,170 2010 9,720,000 26,170,000 - 8,199,000 20,112,456 64,201,456 2011 8,515,000 24,915,000 44,170,000 - 20,976,317 98,576,317 2012 - - - 21,877,282 21,877,282 2013 22,816,940 22,816,940 2014 21,404,683 21,404,683 2015 16,404,683 16,404,683 Notes: Details regarding the City's outstanding debt can be found in the notes to the financial statements. (1) On July 1,1998 the City issued$20.8 million of Tax Allocation Refunding Bonds to retire Series 1987 Refunding Bonds. On February 1,2012,the remaining liability of$7,260,000 was transferred to the Successor Agency to the Tustin Community Redevelopment Agency. See Notes 18 and 19 for more information. (2) In June of 1996 the City issued$2.7 million of Lease Revenue Bonds as a member of the Countywide Joint Powers Authority. The final maturity was August,2006. (3) In April of 2007 the Tustin Redevelopment Agency executed a note payable in the amount of$25 million to acquire property to carry out the program objectives of the Agency. (4) In December of 2008 the City executed a note payable to the Tustin Redevelopment Agency in the amount of $18,881,750 to increase its deposit of probable compensation per court order pending litigation. As of February 1,2012,this note is payable to the Successor Agency to the Tustin Community Redevelopment Agency. See Note 19 for more information. (5) In September of 2003 the City issued$14.355 million of Refunding Water Revenue Bonds to defease the outstanding Certificates of Participation and the Orange County Water District Notes. These bonds were defeased in March 2012. - 134- Business-type Activity Water Water Water Water Total Total Debt Revenue Revenue Revenue Revenue Business-type Primary Percentage of Per Bonds(5) Bonds(8) Bonds(9) Bonds(10) Activity Government Personal Income Capita $ 13,461,607 $ $ $ $ 13,461,607 $ 27,821,607 1.35% $ 394 13,331,607 13,331,607 51,351,607 2.29% 719 13,080,000 13,080,000 50,055,000 2.11% 696 12,560,000 12,560,000 57,676,170 2.35% 783 11,875,000 11,875,000 76,076,456 3.16% 1,018 11,165,000 20,760,000 - 31,925,000 130,501,317 5.52% 1,722 - 20,760,000 8,910,000 29,670,000 51,547,282 2.12% 673 21,044,310 8,997,129 30,041,439 52,858,379 2.16% 678 21,034,111 8,205,372 14,160,362 43,399,845 64,804,528 2.73% 827 21,023,911 7,398,615 14,111,418 42,533,944 58,938,627 2.44% 752 (6) In March 2010 the Tustin Redevelopment Agency issued$26,170,000 Tax Allocation Housing Bonds,Series 2010 to refinance low and moderate income housing activities throughout the geographic boundaries in the City.On February 1,2012,the remaining liability of$24,220,000 was transferred to the Successor Agency to the Tustin Community Redevelopment Agency. See Notes 18 and 19 for more information. (7) In November 2010 the Tustin Redevelopment Agency issued$44,170,000 MCAS Tax Allocation Bonds,Series 2010 to finance capital improvements in the MCAS project area. On February 1,2012,the remaining liability of $43,530,000 was transferred to the Successor Agency to the Tustin Community Redevelopment Agency. See Notes 18 and 19 for more information. (8) In May 2011 the City issued$20,760,000 Water Revenue Bonds,2011 Series A to finance water capital improvement projects. (9) In March 2012 the City issued$8.91 million of Refunding Water Revenue Bonds to defease the outstanding 2003 Water Revenue Bonds. (10) In October 2013 the City issued$14,045,000 Water Revenue Bonds to finance water capital improvement projects. - 135- CITY OF TUSTIN RATIO OF GENERAL BONDED DEBT OUTSTANDING Last Ten Fiscal Years Outstanding General Bonded Debt Fiscal Year General Tax Percent of Ended Obligation Allocation Assessed Per June 30 Bonds Bonds Total Value* Capita 2006 $ - $ 14,030,000 $ 14,030,000 0.20% $ 199 2007 - 13,020,000 13,020,000 0.16% 182 2008 - 11,975,000 11,975,000 0.12% 166 2009 - 10,870,000 10,870,000 0.11% 148 2010 - 35,890,000 35,890,000 0.38% 480 2011 - 77,600,000 77,600,000 0.82% 1,024 2012 - - - - - 2013 - - - - - 2014 - - - - - 2015 - - - - - General bonded debt is debt payable with governmental fund resources and general obligation bonds recorded in enterprise funds. The City currently does not have general bonded debt in either fund. *-Assessed value has been used because the actual value of taxable property is not readily available in the State of California. Effective February 1,2012,the redevelopment agency was dissolved. The outstanding balance of tax allocation bonds were transferred to the Successor Agency to the Tustin Community Redevelopment Agency. See Notes 18 and 19 for more information. - 136- CITY OF TUSTIN OVERLAPPING DEBT SCHEDULE June 30,2015 2014-15 Assessed Valuation $10,292,804,580 Redevelopment Incremental Valuation (2,334,044,315) Adjusted Assessed Value 7,958,760,265 City's Share of Total Debt (1) Debt at OVERLAPPING TAX AND ASSESSMENT DEBT: 6/30/15 %Applicable 6/30/15 Metropolitan Water District $ 110,420,000 0.444% $ 490,265 Rancho Santiago Community College District 277,290,443 0.014 38,821 Rancho Santiago Community College District School Facilities Improvement Dst No.1 70,585,000 0.001 706 Santa Ana Unified School District 282,043,547 0.001 2,820 Tustin Unified School District School Facilities Improvement District No.2002-1 49,798,788 44.364 22,092,734 Tustin Unified School District School Facilities Improvement District No.2008-1 70,495,000 42.409 29,896,225 Tustin Unified School District School Facilities Improvement District No.2012-1 32,535,000 43.748 14,233,412 Tustin Unified School District Community Facilities District No.88-1 38,360,000 100.000 38,360,000 Tustin Unified School District Community Facilities District No.06-1 13,465,000 100.000 13,465,000 City of Tustin Community Facilities Districts 75,895,000 100.000 75,895,000 Irvine Unified School District Community Facilities District No.86-1 77,270,000 0.241 186,221 Irvine Ranch Water District Improvement Districts 458,823,980 5.497-81.041 55,982,916 TOTAL OVERLAPPING TAX AND ASSESSMENT DEBT $ 250,644,120 DIRECT AND OVERLAPPING GENERAL FUND DEBT: Orange County General Fund Obligations 98,906,000 2.185% 2,161,096 Orange County Pension Obligations 366,854,623 2.185 8,015,774 Orange County Board of Education Certificates of Participation 15,190,000 2.185 331,902 Municipal Water District of Orange County Water Facilities Corporation 5,360,000 2.611 139,950 Orange Unified School District Certificates of Participation 30,614,699 0.029 8,878 Orange Unified School District Benefit Obligations 84,965,000 0.029 24,640 Santa Ana Unified School District Certificates of Participation 73,662,130 0.001 737 City of Tustin - 100.000 - TOTAL GROSS DIRECT AND OVERLAPPING GENERAL FUND DEBT: 10,682,977 Less: MWDOC Water Facilities Corporation(100%self supporting) 139,950 TOTAL NET DIRECT AND OVERLAPPING GENERAL FUND DEBT: 10,543,027 OVERLAPPING TAX INCREMENT DEBT(Successor Agencies) $ 94,160,000 0.002-100.00% $ 66,170,560 GROSS COMBINED TOTAL DEBT $ 327,497,657 (2) NET COMBINED TOTAL DEBT $ 327,357,707 (1)The percentage of overlapping debt applicable to the city is estimated using taxable assessed property value. Applicable percentages wer estimated by determining the portion of the overlapping district's assessed value that is within the boundaries of the city divided by the district's total taxable assessed value. (2)Excludes tax and revenue anticipation notes,enterprise revenue,mortgage revenue and tax allocation bonds and non-bonded capital leas obligations. Effective February 1,2012,the former Redevelopment Agency was dissolved. See Notes 18 and 19 for more informatio Ratios to 2014-15 Assessed Valuations: Total Overlapping Tax and Assessment Debt 2.44% Total Direct Debt 0.00% Gross Combined Total Debt 3.18% Net Combined Total Debt 3.18% Ratios to Redevelopment Incremental Valuations($2,334,044,315): Total Overlapping Tax Increment Debt 2.84% Source:California Municipal Statistics,Inc. - 137- CITY OF TUSTIN LEGAL DEBT MARGIN INFORMATION Last Ten Fiscal Years Fiscal Year 2006 2007 2008 2009 Assessed valuation $ 6,039,188,000 $ 6,698,963,000 $ 8,143,666,000 $ 7,360,762,000 Conversion percentage 25% 25% 25% 25% Adjusted assessed valuation 1,509,797,000 1,674,740,750 2,035,916,500 1,840,190,500 Debt limit percentage 15% 15% 15% 15% Debt limit 226,469,550 251,211,113 305,387,475 276,028,575 Total net debt applicable to limitation - - - - Legal debt margin $ 226,469,550 $ 251,211,113 $ 305,387,475 $ 276,028,575 Total debt applicable to the limit as a percentage of debt limit 0.0% 0.0% 0.0% 0.0% The Government Code of the State of California provides for a legal debt limit of 15%of gross assessed valuation. However,this provision was enacted when assessed valuation was based on 25%of market value. Effective with the 1981-82 fiscal year,each parcel is now assessed at 100%of market value(as of the most recent change in ownership for that parcel). The computations shown above reflect a conversion of assessed valuation data for each fiscal year from the current full valuation perspective to the 25%level that was in effect at the time that the legal debt margin was enacted by the State of California for local governments located within the state. Sources: County Tax Assessor's Office City Finance Department - 138- Fiscal Year 2010 2011 2012 2013 2014 2015 $ 7,197,825,000 $ 7,109,878,000 $ 7,159,851,000 $ 7,270,451,000 $ 7,418,821,000 $ 7,790,632,000 25% 25% 25% 25% 25% 25% 1,799,456,250 1,777,469,500 1,789,962,750 1,817,612,750 1,854,705,250 1,947,658,000 15% 15% 15% 15% 15% 15% 269,918,438 266,620,425 268,494,413 272,641,913 278,205,788 292,148,700 $ 269,918,438 $ 266,620,425 $ 268,494,413 $ 272,641,913 $ 278,205,788 $ 292,148,700 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% - 139- CITY OF TUSTIN PLEDGED-REVENUE COVERAGE Last Ten Fiscal Years Fiscal Year Less Net Water Revenue Bonds Ended Water Operating Available Debt Service June 30 Revenue Expenses Revenue Principal Interest Coverage 2006 $ 9,348,715 $ 7,417,023 $ 1,931,692 $ 130,000 $ 575,410 2.74 2007 10,844,515 9,986,251 858,264 180,000 570,470 1.14 2008 11,240,752 10,053,706 1,187,046 335,000 563,450 1.32 2009 11,510,315 10,573,932 936,383 520,000 550,385 0.87 2010 12,829,902 9,928,608 2,901,294 685,000 530,105 2.39 2011 12,422,746 10,566,435 1,856,311 710,000 502,705 1.53 2012 15,112,161 10,683,621 4,428,540 740,000 1,432,659 2.04 2013 16,688,773 11,462,258 5,226,515 710,000 957,111 3.14 2014 18,955,616 13,198,598 5,757,018 710,000 1,622,859 2.47 2015 19,375,359 12,511,648 6,863,711 770,000 1,973,820 2.50 Notes: Details regarding the City's outstanding debt can be found in the notes to the basic financial statements. Operating expenses do not include interest or depreciation and amortization expenses. Water revenues in 2010 include proceeds from an advance from the City's general fund. - 140- Tax Allocation Bonds(A) Tax Debt Service Allocation Principal Interest Coverage $ 2,952,481 $ 960,000 $ 687,680 1.79 3,956,734 1,000,000 642,040 2.41 3,381,188 1,055,000 594,358 2.05 4,460,947 1,105,000 547,365 2.70 3,831,975 1,150,000 497,180 2.33 17,928,849 2,460,000 2,204,419 3.84 - 141 - CITY OF TUSTIN DEMOGRAPHIC AND ECONOMIC STATISTICS Last Ten Calendar Years Personal Per Capita County of Orange Calendar City of Tustin Income Personal Unemployment Year Population (In Thousands) Income Rate 2006 70,524 $ 2,064,542 $ 29,274 3.70% 2007 71,383 2,246,281 31,468 3.30% 2008 71,931 2,368,395 32,926 3.80% 2009 73,670 2,450,480 33,263 5.20% 2010 74,736 2,407,036 32,207 8.90% 2011 75,733 2,363,057 31,186 9.40% 2012 76,597 2,429,318 31,716 8.60% 2013 77,983 2,451,708 31,439 5.60% 2014 78,360 2,375,640 30,317 4.90% 2015 78,347 2,411,442 30,779 5.10% Source:HdL Coren&Cone,LLC - 142- CITY OF TUSTIN PRINCIPAL EMPLOYERS Current Year and Nine Years Ago 2015 2006(l) Percent of Percent of Number of Total Number of Total Employer Employees Employment Employees Employment Tustin Unified School District 1,449 3.39% Rockwell Collins Inc 600 1.40% Ricoh Electronics Inc 500 1.17% 1,038 2.77% Costco 450 1.05% City of Tustin 372 0.87% Newport Specialty Hospital 300 0.70% Tustin Hospital Medical Center 300 0.70% 200 0.51% Toshiba America Medical Systs 300 0.70% 300 0.76% Micro Vention Inc. 300 0.70% Balboa Water Group 253 0.59% KTBN Channel 40 Trinity Broadcasting 180 0.46% Texas Instruments 560 1.42% MacPherson Enterprises 540 1.37% GE Power Electronics(formerly Cherokee International) 330 0.84% Revere Transducers 200 0.51% Fireman's Fund Insurance 190 0.48% Safeguard Business Systems 175 0.45% (1)Information is not available for fiscal year 2004-2005. Sources:Orange County Workforce Investment Board City of Tustin US Census Bureau - 143- CITY OF TUSTIN FULL-TIME CITY EMPLOYEES BY FUNCTION Last Ten Fiscal Years Fiscal Year Function 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 General Government 31 31 31 27 27 25 29 26 35 33 Community Development 24 28 29 28 24 17 17 15 15 16 Public Works 48 50 51 50 53 52 51 40 47 48 Police 141 145 144 147 147 140 139 131 140 141 Parks and Recreation 17 17 15 16 15 14 15 13 13 14 Redevelopment Agency 3 5 5 6 6 6 5 3 - - Water 22 20 20 23 22 23 25 17 17 18 Total 286 296 295 297 294 277 281 245 267 270 The City contracts with the OC Fire Authority for fire services. Source:City of Tustin Human Resource Department - 144- CITY OF TUSTIN CAPITAL ASSET STATISTICS BY FUNCTION Last Ten Fiscal Years Fiscal Year Function 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 Public Safety Police Stations 1 1 1 1 1 1 1 1 1 1 Fire Stations(1) 2 2 2 2 2 2 2 2 2 2 Public Works Street(miles) 101.8 101.8 106.3 127.2 127.2 127.2 127.2 127.2 129.1 129.1 Street Lights 2,855 2,855 3,285 3,544 3,544 3,544 3,544 3,544 3,640 3,640 Traffic Signals 97 97 113 113 116 117 118 118 121 121 Storm Drain(miles) 23.7 23.7 49.1 49.2 49.2 49.2 49.2 49.2 51.2 51.4 Street Trees 16,638 16,638 15,821 15,853 15,853 15,837 15,786 16,097 16,073 15,815 Parks and Recreation Parks 12 12 12 12 13 13 13 13 13 13 Parks(acres) 81.5 81.5 81.5 81.5 98.5 98.5 98.5 98.5 98.5 98.5 Community Centers 1 1 1 1 1 1 1 1 1 1 Senior Centers 1 1 1 1 1 1 1 1 1 1 Water Metered Services 13,900 14,080 14,117 14,118 14,118 14,139 14,139 14,172 14,181 14,148 Average daily consumption 12,514 17,205 14,970 14,460 14,460 12,899 13,491 13,601 13,975 13,975 Reservoirs 6 6 6 6 6 6 6 6 6 6 Wells 12 12 12 13 13 13 13 13 13 13 Water Main(miles) 173 173 173 173 173 173 173 173 173 173 Fire Hydrants 2,200 2,200 2,200 2,201 2,201 2,201 2,201 2,201 1,914 1,945 (1) The City contracts with the OC Fire Authority for fire services,and they have full use of City owned stations. Source: City of Tustin Finance Department - 145- CITY OF TUSTIN WATER CONSUMPTION BY CUSTOMER TYPE Last Ten Fiscal Years Fiscal Year Type of Customer 2006 2007 2008 2009 Residential 2,847,140 3,319,069 3,202,982 3,012,575 Apartment/Multiple Units 1,218,770 1,312,731 1,264,584 1,226,181 Commercial 331,990 360,170 326,987 305,601 Fire Services 306 11,453 478 184 Irrigation 137,651 171,200 174,858 171,382 Government 179,426 265,158 260,688 264,425 Restaurants 71,356 67,378 61,029 54,916 Hospitals 14,690 14,243 14,376 11,222 Non-Profit 43,427 48,320 48,922 45,387 Industrial 77,425 71,065 69,920 67,985 Hotel/Motels 10,878 13,367 12,803 12,890 All Others 103,570 100,604 115,246 105,221 5,036,629 5,754,758 5,552,873 5,277,969 Measured in hundred cubic feet. Source: City of Tustin Finance Department - 146- Fiscal Year 2010 2011 2012 2013 2014 2015 2,749,415 2,592,741 2,733,482 2,815,322 2,905,069 2,603,538 1,142,749 1,133,899 1,172,823 1,158,480 1,163,159 1,139,321 287,951 296,001 305,638 308,376 321,125 310,585 217 275 1,242 818 577 837 145,287 134,408 149,957 151,965 167,346 155,766 238,914 212,561 236,658 268,581 276,292 229,262 52,761 48,873 53,183 53,461 52,520 51,658 9,636 11,587 12,204 12,442 7,634 10,018 43,985 41,291 44,488 44,476 45,920 41,601 56,360 51,760 58,298 57,462 60,438 59,292 13,562 8,332 8,514 10,417 12,866 21,379 171,781 176,248 147,552 82,716 87,785 71,324 4,912,618 4,707,976 4,924,039 4,964,516 5,100,731 4,694,581 - 147- CITY OF TUSTIN WATER RATES Last Ten Fiscal Years Consumption Charges Bi-Monthly Up to From From All Fiscal Fixed 12 13 to 40 41 to 60 Over 60 Year Charge HCF HCF HCF HCF 2006 $ 18.16 $ 0.40 $ 1.27 $ 1.36 $ 1.50 2007 20.24 0.44 1.42 1.52 1.67 2008 22.26 0.49 1.56 1.67 1.84 2009 22.26 0.49 1.56 1.67 1.84 2010 22.26 0.49 1.56 1.67 1.84 Consumption Charges Bi-Monthly Up to From From From From From All Fiscal Fixed 10 11 to 20 21 to 30 31 to 40 41 to 50 51 to 60 Over 61 Year Charge HCF HCF HCF HCF HCF HCF HCF 2011 $ 34.49 $ 0.58 $ 1.02 $ 1.33 $ 1.65 $ 1.97 $ 2.29 $ 2.62 2012 36.94 0.70 1.22 1.60 1.99 2.37 2.76 3.17 2013 40.63 0.73 1.29 1.69 2.10 2.56 2.97 3.40 2014 43.59 0.79 1.38 1.81 2.25 2.79 3.24 3.70 2015(l) 46.85 0.84 1.48 1.94 2.41 3.05 3.53 4.05 Emergency Drought Stage 2-Consumption Charges Bi-Monthly Up to From From From From From All Fiscal Fixed 8 9 to 16 17 to 24 25 to 32 33 to 40 41 to 48 Over 49 Year Charge HCF HCF HCF HCF HCF HCF HCF 2015(l) $ 46.85 $ 0.84 $ 1.48 $ 1.94 $ 2.41 $ 3.05 $ 3.53 $ 4.05 Notes: HCF=Hundred Cubic Feet(1 HCF=748 gallons) (1) A revised seven(7)tiered rate structure was approved on August 5,2014 to address a stage 2 emergency drought water demand reduction mandate. A seven(7)tiered rate structure was implemented on July 1,2010. Additionally,a new fixed charge(Capital Fee) was implemented with the new rate structure,which has been included in the Bi-Monthly Fixed Charge. The rate shown is for a standard residential customer. The bi-monthly fixed rate shown is based on the standard residential customer meter(5/8"). The City uses the American Water Works Association equivalent meter capacity ratios from the AWWA Manual M6 to calculate fixed charges for meters ranging from 1 to 6 inches. Source: City of Tustin Finance Department - 148- CITY OF TUSTIN WATER CUSTOMERS Current Year and Nine Years Ago 2015 2006(l) Percent of Percent of Water Total Water Water Total Water Water Customer Charges Revenues Charges Revenues Tustin Unified School District $ 708,074 3.74% $ 204,869 3.50% City of Tustin 164,480 0.87% 52,710 0.90% AT&T Services,Inc. 83,470 0.44% Ricoh Electronics,Inc. 80,191 0.42% CalTrans-District 12 70,667 0.37% Tustin Plaza Center,LP 59,833 0.32% Schroeder Property Management 53,205 0.28% 19,940 0.34% SKB-Tustin LLC 51,237 0.27% Tustin Acres Comm.Assoc. 49,974 0.26% 22,501 0.38% Westchester Park L.P. 36,694 0.19% 19,784 0.34% Tustin Place Homeowners Association 35,756 0.19% Tree Haven Homeowners Association 34,875 0.18% HSA LP 34,852 0.18% 53,459 0.91% 15701 TV Way Partnership 34,080 0.18% Sierra Corporate Management 33,912 0.18% 71286 JMJ LLC 33,124 0.17% Residence Inn Tustin 32,925 0.17% Briarwood Investment Co.Ltd. 31,556 0.17% 25,311 0.43% Bascon East Tustin Ave Apt.LLC 65,410 1.12% Pacific Bell 50,417 0.86% V KAY-NNC Valencia Gardens 27,033 0.46% Greenwood and McKenzie 23,490 0.40% CMC Association Mgmt. 23,149 0.40% Alders Apartment Company 20,903 0.36% Pacific Point Apartments 20,513 0.35% Arnel Management 18,655 0.32% Regency West 18,599 0.32% Tustin Village Community Assoc. 18,364 0.31% Sycamore Creek Apartments 17,878 0.31% Total Water Sales $ 1,628,905 8.58% $ 702,985 12.01% (1)Information is not available for fiscal year 2004-2005. Source: City of Tustin Finance Department - 149- The page left blank intentionally - 150 - APPENDIX B PROPOSER GUARANTEES AND WARRANTIES A. The proposer certifies it can and will provide and make available, at a minimum, all services set forth in Section II, Nature of Services Required. B. Proposer warrants that it is willing and able to obtain Professional Liability Insurance providing limits not less than one (1) million dollars of coverage for the willful or negligent acts, or omissions of any officers, employees or agents thereof, or show evidence of the ability to provide substitute security equal to the same limit. C Proposer warrants that it will not delegate or subcontract its responsibilities under an agreement without the express prior written permission of the City of Tustin. D. Proposer warrants that all information provided by it in connection with this proposal is true and accurate. Signature of Official: Name (typed): Title: Firm: Date: City of Tustin RFP Page 18 of 19 APPENDIX C SCHEDULE OF PROFESSIONAL FEES AND EXPENSES FOR THE AUDIT OF THE 2016 FINANCIAL STATEMENTS Standard Quoted Hours Hourly Rates Hourly Rates Total Partners $ $ $ Managers $ $ $ Supervisory Staff $ $ $ Staff $ $ $ Other (specify) $ $ $ SUBTOTAL $ $ $ Out-of-pocket expenses: Meals and Lodging $ Transportation $ Other (specify) $ TOTAL proposed price for 2016 audit $ Fee and Expense Proposal for Subsequent Years: Escalation Factor 2017 2018 2019 2020 S:\Linda\Audit Commission\RFP Tustin Final-Auditing Services 2016-FINAL 1-8-16.doc City of Tustin RFP Page 19 of 19 EXHIBIT "B" CITY OF TUSTIN PROFESSIONAL AUDITING SERVICES PROPOSAL FOR THE THREE YEARS ENDING JUNE 30, 2018 (WITH AN OPTION FOR EACH OF THE TWO YEARS ENDING JUNE 30, 2019 AND JUNE 30, 2020) r� ti Submitted By: TITLE PAGE RFP Subject: Certified Audits on the City of Tustin For the Three Years Ending June 30, 2018 (With an Option for Each of the Two Years Ending June 30, 2019 and June 30, 2020) Name of Proposer: White Nelson Diehl Evans LLP Certified Public Accountants and Consultants Local Address: 2875 Michelle Drive, Suite 300 Irvine, CA 92606-5165 Telephone: (714) 978-1300 Fax: (714) 978-7893 Federal Identification Number: 33-0686301 California CPA License Number: PAR 6123 Website: www.wndecpa.com Email: npatel@wndecpa.com Contact Persons: Nitin P. Patel, CPA Engagement Partner Robert J. Callanan, CPA Technical Review Partner Date: February 18, 2016 CITY OF TUSTIN TABLE OF CONTENTS February 18, 2016 Page Number Letter of Transmittal 1 - 2 Firm Profile and Qualifications: Licensing and Independence 3 Size and Location of Firm 3 Range of Activities 3 Participation in "Quality Review" Programs 4 Education Programs 4 Participation in Professional Organizations 5 G FOA Awa rd P rog ra m 6 Computer Auditing Capabilities 7 Partner, Supervisory and Staff Qualifications and Experience: Audit Team 8 Commitment Related To Personnel 8 Nondiscrimination Policy 8 Resumes of Audit Team Personnel 9 - 12 Prior Engagements with the City of Tustin 13 Firm Experience with Governmental Entities: Similar Engagements with Other Municipal Entities 13 City Client References 13 Single Audit Experience 14 Experience with Preparation of State-Mandated Reports 14 Scope of Work, Timing and Audit Approach: Entities to Be Included In Audit 15 Reports to Be Issued and Due Dates 15 Audit Timing 16 Commitment to Deliver Reports on a Timely Basis 16 Audits to Be in Accordance with GAAS and Other Requirements 16 - 17 Audit Approach 17 - 18 Audit Approach Redevelopment Agency/Successor Agency 19 Approach to Internal Control 19 Single Audit Approach 20 Determining Laws and Regulations Subject to Audit 20 Method of Sampling 20 CITY OF TUSTIN TABLE OF CONTENTS (CONTINUED) February 18, 2016 Page Number Scope of Work, Timing and Audit Approach (Continued): Analytical Procedures 21 Management Letters 21 Potential Audit Problems 21 Retention of and Access to Audit Workpapers 21 Other Professional Services 21 Irregularities and Illegal Acts 22 Segmentation of the Audit Hours, By Partner and Staff Level 22 Discussion of Relevant Accounting Issues: GASB Statement No. 72 23 GASB Statement No. 73 23 GASB Statement No. 74 23 GASB Statement No. 75 23 GASB Statement No. 76 24 GASB Statement No. 77 24 GASB Statement No. 78 24 GASB Statement No. 79 24 Work Required by City Staff 25 Consulting Services Department: Overview of Services Provided Attachment I: Current City Client References Lists of City and Special District Engagements Performed in the Last 5 Years Attachment II - Results of Outside Quality Review Attachment III - Sample Reports Proposer Guarantees and Warranties WHITE�W aDEu '�nts February 18, 2016 Ms.Jenny Leisz Finance Manager City of Tustin 300 Centennial Way Tustin, CA 92780 Dear Ms. Leisz: We are pleased to present our proposal to continue serving as independent auditors for the City of Tustin (the City), with a rotation of the audit team. We have prepared this information in accordance with the guidelines set forth in your request for proposal. Who We Are White Nelson Diehl Evans LLP is a California certified public accounting and consulting firm with offices in Irvine, Carlsbad and Escondido. Our firm has specialized in providing services to the governmental industry for over 80 years and has no intentions of discontinuing these services. Why We Are The Best Qualified Firm We consider ourselves to be the best qualified firm to perform auditing and accounting services for the City of Tustin. Please consider these qualifications: • Our firm has provided the City with audit services for the past 5 years and Nitin P. Patel, CPA, served as the engagement partner on the City audit from fiscal years 2000 to 2004 which has allowed the firm to gain specific knowledge about the City and its operations. The specific knowledge about the City and operations will enhance audit quality by allowing our firm to identify and focus on specific risk areas and will reduce audit costs as your staff will not spend time training us on the operations of the City. We understand the City's objective in enhancing auditor independence, objectivity and professional skepticism. To achieve the City's objective while maintaining audit quality and reducing costs to the City, we are proposing a rotation in the audit team. • A significant part of our practice is devoted to providing professional services to the governmental industry and over the past year, the firm provided services to approximately 100 governmental organizations and on an annual basis our firm issues over 150 reports on audits of governmental agencies including, Cities, the Successor Agency to Redevelopment Agencies, Special Districts and Joint Power Authorities. • Our firm has devoted a substantial amount of time and resources in order to provide governmental agencies with quality audits. Our knowledge of the industry is best demonstrated by the fact that our clients who apply for the "Certificate of Achievement in Financial Reporting" issued by the Government Finance Officers Association (GFOA) consistently receive that award. A list of these clients is presented on page 6 of this proposal. • We are in a professional alliance with BDO Seidman, a National Accounting Firm, and a network of accounting firms allowing us the ability to provide quality attestation services. The BDO Alliance provides us access to BDO's personnel and technical resources which allows White Nelson Diehl Evans LLP to deliver the range of services and capabilities of a large national firm, including the use of specialists to support the needs of our clients. • Our audits include extensive use of information technology as described in detail on page 7 of this proposal. 1 2875 Michelle Drive,Suite 300,Irvine, CA 92606 •Tel: 714.978.1300• Fax: 714.978.7893 Offices located in Orange and San Diego Counties Why We Are The Best Qualified Firm (Continued) • We are a full service CPA firm. Our Consulting Services Department can provide the City with a variety of services, including investment policy compliance reviews, litigation support, dispute resolution services, and consulting on a wide array of governmental issues. • We understand that we provide a service to the City. We are committed to providing an effective and efficient audit that will meet the proposed timing of the project deliverables by assigning experienced governmental auditors. Understanding the size of the City of Tustin and the scope of work requested in the proposal, we are proposing an engagement team with extensive governmental audit experience. The staffing plan includes Nitin Patel, CPA, the engagement partner with 30 years of experience, Kassie Radermacher, CPA, with 11 years of experience who will manage the audit, and Tiffany Fung, CPA, a supervisor with 6 years of experience who will be on-site supervising and performing the audit fieldwork. We are confident that the proposed staffing plan with an engagement team experienced in governmental audits and who are familiar with municipal procedures will result in an effective and efficient audit that meets the project timing and deliverables requirements with minimum disruption to your staff. The scope of our services for the three years ending June 30, 2018 would be as follows: • A financial audit and preparation of the basic financial statements of the City of Tustin and the Successor Agency to the Tustin Community Redevelopment Agency (Successor Agency) in accordance in with auditing standards generally accepted in the United States of America and Government Auditing Standards issued by the Comptroller General of the United States, to be included in the Comprehensive Annual Financial Report (CAFR). • A Single Audit of Federal Grants to be performed to meet the requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards(Uniform Guidance). • An agreed-upon procedures review of the calculation of the City's GANN Appropriations Limit (GANN), as required by Section 1.5 of Article XIIIB of the California Constitution. • A management letter containing any comments or recommendations resulting from our review of the systems of internal controls in connection with the financial audits. • A report communicating information related to the audit to those in charge of governance at the conclusion of the audits. • Preparation and filing of the City's State Controller's Report. We make a commitment to deliver all necessary reports based on the timetable presented herein on page 15. Also, a more detailed discussion of our understanding of the work to be performed is set forth on pages 15 through 22. Our goal is to provide the City with the highest quality of service, including a CAFR which meets all required reporting standards. We are confident that our service and experience will be of benefit to the City and will provide added value over and above the performance of the audit itself. Throughout the year, you should feel comfortable in calling us for advice regarding accounting and auditing matters, as we are never too busy to meet the needs of our clients. We thank the City for the opportunity to present our proposal. Please feel free to contact me, or Mr. Robert J. Callanan, CPA, at (714) 978-1300 if you have any questions. This proposal constitutes a firm and irrevocable offer for 60 days from the date of this letter. Mr. Callanan and I are authorized to represent our firm, and bind the firm to a contract. Very truly yours, WHITE NELSON DIEHL EVANS LLP ,.,:, e Ptit_ Nitin P. Patel, CPA Engagement Partner 2 FIRM PROFILE AND QUALIFICATIONS LICENSING AND INDEPENDENCE Our firm, and all of our certified personnel, are properly licensed to practice public accounting in California. Also, we meet the independence requirements of "Government Auditing Standards", as published by the U.S. General Accountability Office. We have no conflict of interest with the City and will provide written notice to the City of any professional relationships contemplated with the City during our term as auditors. We have been providing auditing and other services to the City during the past five years. In order to continue serving as auditors, in this proposal, we decided to put together an entirely new audit team as discussed on page 8 which will provide a fresh look during the audits of the City. SIZE AND LOCATION OF THE FIRM White Nelson Diehl Evans LLP is a California accounting firm with offices in Irvine, Carlsbad and Escondido. j Our firm has approximately 140 employees, r� which includes 22 partners with separate assurance and tax departments. Your City would be served by the assurance department from our Irvine office, which has �I r approximately 48 professional staff members, f including 11 partners, and 14 managers and supervisors. The Irvine Office assurance department staff with governmental experience consists of four partners, four managers, seven supervisors, six seniors and twelve staff accountants. White Nelson Diehl Evans LLP has extensive experience in providing auditing, accounting and consulting services in the governmental sector. Over twenty thousand hours per year are devoted to this area of our practice for over 100 governmental units including cities, successor agencies, special districts, nonprofit corporations and joint power authorities. RANGE OF ACTIVITIES White Nelson Diehl Evans LLP is a full service CPA firm. We offer a broad range of services, including: Certified Audits Tax Planning and Consulting Compilations and Reviews Income Tax Preparation and Representation Agreed-Upon Procedure Reviews Consulting Services Financial Services Litigation Support Services Our specific services available to governmental agencies are more fully set forth in this proposal. 3 PARTICIPATION IN"QUALITY REVIEW" PROGRAMS In July 2015, our firm underwent a quality review, by an independent CPA firm, under provisions of the AICPA Quality Review Program. This review is required every three years and covered our audits of governmental agencies. A final report dated July 22, 2015 with a pass rating on our systems and procedures was received. A copy of the independent CPA firm's report is included herein at Attachment II. Accordingly, we are confident that our current auditing standards and techniques meet all existing requirements. No regulatory action has ever been taken against any office of our firm due to substandard work. We had no significant deficiencies noted in any federal or state desk reviews over the past three years. EDUCATION PROGRAMS White Nelson Diehl Evans LLP has a formal continuing education program. All firm auditors are required to obtain 80 hours of continuing education every two years in the accounting and auditing area as required by Government Auditing Standards, and at least 24 hours of government related continuing education courses. Our staff is continually expanding their knowledge of the governmental industry through our in-house training programs, programs offered by the AICPA, GFOA, the California Society of Certified Public Accountants and other professional organizations, and through on-the-job training. Noted below is a description of certain in-house education courses taken by our partners and staff to meet the governmental continuing education requirements. All personnel involved with governmental auditing are required to attend these courses. • Understanding the Risk Assessment Standards • Understanding of GASB Statement No. 34, Basic Financial Statements - and Management's Discussion and Analysis -for State and Local Governments • Understanding, and Auditing, Deposits and Investments of California Governmental Units • Reviews of Internal Controls in Accordance With Statements on Auditing Standards • Assessing Audit Risk and Materiality in Conducting An Audit • Consideration of Fraud in a Financial Statement Audit • Computer Auditing in the Governmental Environment • The Single Audit - New Provisions under Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards (Uniform Guidance). • Laws and Regulations in the Government Sector • Understanding GASB Statement 54 related to Fund Balance Reporting and Governmental Fund Type Definitions • Understanding GASB Statement 65 related to reporting of Deferred Outflows and Deferred Inflows of Resources • Understanding the new GASB Pension Standards 4 PARTICIPATION IN PROFESSIONAL ORGANIZATIONS Our partners and staff are actively involved in professional organizations in the governmental accounting field. Noted below is a summary of our participation in various national and California governmental organizations. AICPA Our firm is a member of the AICPA Governmental Audit Quality Center. The Center is a firm-based voluntary membership Center whose primary purpose is to promote the importance of quality governmental audits to purchasers of governmental audit services. The Center provides members with an online forum tool for sharing best practices, as well as discussions on audit, accounting, and regulatory issues. As a member of the Center, the firm receives updates on changes in auditing and accounting standards that effect governmental audits. The quality control partner is required to attend an annual web cast to discuss auditing and reporting issues effecting governmental audits. Our firm uses the resources of the Center to maintain the quality of our governmental audits. GFOA, GASB and FASB Our firm is an associate member of the Government Finance Officers Association of the United States and Canada (GFOA). Also, we have web based access to the latest pronouncements issued by the Governmental Accounting Standards Board (GASB) and the Financial Accounting Standard Board (FASB), including Interpretations, Technical Pronouncements and Newsletters. We regularly analyze these pronouncements and advise our governmental clients of changes in accounting rules. CSMFO Our Irvine office partners and our Director of Consulting Services are associate members of the California Society of Municipal Finance Officers (CSMFO). Our personnel regularly attend local CSMFO chapter meetings throughout Southern California, and the annual statewide conference. We often provide public speakers for these meetings. CSCPA Several partners and principals of the firm have been members of the Governmental Accounting and Auditing (GAA) Committee of the Orange County Chapter of the California Society of Certified Public Accountants (CSCPA). Mr. Patel, Mr. Ludin and Mr. Morgan have each served as chairman of this committee. Firm personnel have been involved over the years in preparing position papers issued for professional organizations on governmental accounting matters. Currently, Mr. Patel and Mr. Callanan are members of the State Governmental Accounting and Auditing Committee. 5 GFOA AWARD PROGRAM The partner and manager will be involved in all phases of report preparation or review. Reporting checklists will be used to assure compliance with all reporting requirements. In addition, another member of the firm, not associated with the audit, and with extensive governmental auditing and accounting experience, will review each financial statement audited and related reports. Based on the high quality of our review process, we have been able to assist various clients in obtaining the GFOA "Certificate of Achievement for Excellence in Financial Reporting". The recent clients that have received the award are: Cities: Cities (Continued): Alhambra Palm Desert Bellflower Pico Rivera Beverly Hills Rancho Santa Margarita Burbank San Buenaventura Camarillo San Gabriel Campbell Sanger Colton Signal Hill Costa Mesa Stanton Cypress Tustin Del Mar West Covina Downey West Hollywood Fountain Valley Westminster Gilroy Goleta Special Districts: Hawaiian Gardens Costa Mesa Sanitary District Highland Inland Empire Utilities Agency Lake Forest Las Virgenes Municipal Water District Lakewood Olivenhain Municipal Water District Lancaster Otay Water District Newport Beach Rancho California Water District Santa Ana Watershed Project Authority Yorba Linda Water District 6 COMPUTER AUDITING CAPABILITIES White Nelson Diehl Evans LLP uses technology to make the audit process more effective. We utilize a paperless audit software, ProSystem fx Engagement, which allows us to manage our audit documentation electronically. Some of the benefits of paperless audit are: • Receive the City's schedules in either hard copy or electronic format. • Import and integrate trial balance data from virtually any accounting system. We avoid the time and expense of keying in account numbers, descriptions and account balances. We simply take your electronic trial balance and import it directly into our audit software. • Create our own lead sheets, which can include prior year balances. This helps us to easily identify significant fluctuations between fiscal years. • CAFR schedules are linked to trial balances. CAFR is updated automatically for any last minute journal entries, if any. Our approach includes using IDEA (Interactive Data Extraction and Analysis) which is a data analysis software that can be used to analyze large amounts of information. It allows the firm to extract data from the City's accounting records to tailor specific audit tests based on risk assessments. Some audit procedures that IDEA can be utilized for are: • Mechanical accuracy of worksheets or general ledgers. • Exception and gap/completeness testing for missing check numbers. • Cross checking different data bases for common information such as employee names. • Duplicate testing of invoice numbers. • Completeness of general ledger balances. The firm also has document management software which allows our clients to access our web portal. We utilize the web portal to transfer data files that are confidential or too large to be sent by e-mail. 7 PARTNER SUPERVISORY AND STAFF QUALIFICATIONS AND EXPERIENCE AUDIT TEAM The audit team assembled consists of individuals who have extensive experience auditing governmental agencies and are familiar with municipal accounting. In addition, each team member's skill and experience developed working in other industries our firm serves can be applied to the individual requirements of the City of Tustin. The personnel assigned to the engagement team are as follows: The engagement partner will be Mr. Nitin P. Patel, CPA. Mr. Patel has over 30 years of experience with audits of local governments. Mr. Patel was the staff auditor/manager on the City audit from fiscal years 1986 to 1994 and the engagement partner on the City audit from fiscal years 2000 to 2004. He will be involved with all phases of the audit including (a) the planning phase of the audit to assess risks related to the audit (b) a final review of all the work papers and financial reports, and (c) attending any meetings with City's management and City council at the conclusion of the audit. He will be responsible for assuring that all work for the City is performed in a complete and timely manner. Mr. Robert J. Callanan, CPA, will be the Technical Review Partner and will perform a quality review of all reports issued in connection with the audit. Mr. Callanan has over 26 years of experience with audits of local governments. He will also consult on the accounting treatment of unusual transactions or audit issues. Ms. Kassie Radermacher, CPA, will serve as the audit manager. Ms. Radermacher has over 11 years of experience with audits of local governments. She will be the primary contact for the City and related audits. She will (a) perform the initial review of the work papers including a review of the work completed related to internal controls, (b) supervise the completion of the financial reports and management letter and (c) assist in the audit of any complex or unusual audit areas. The audit supervisor will be Ms. Tiffany Fung, CPA. Ms. Fung has over 6 years of experience with audits of local governments. She will be on-site supervising staff accountants and performing the fieldwork including performing tests of internal controls, substantive tests of account balances, and analytical tests. She will also draft the financial statements and various reports required for this engagement. Resumes for the above partners and personnel are included at pages 9 through 12. COMMITMENT RELATED TO PERSONNEL We make a commitment to retain the same personnel on the City from year to year, except where such personnel leave the firm, or where the change is approved by the City. If a staff member is replaced, we make a commitment to replace that person with staff of at least equal experience. NONDISCRIMINATION POLICY Our firm has a policy to provide equal employment opportunities to all qualified persons without regard to race, color, age, sex, religion, national origin or handicap. 8 NITIN P. PATEL, CPA Position Engagement Partner Education University of California at Irvine Bachelor of Arts in Economics California State University at Long Beach Masters of Accounting Program Licensing Certified Public Accountant in California since 1988 Professional Organizations American Institute of Certified Public Accountants California Society of Certified Public Accountants California Society of Municipal Finance Officers (CSMFO) -Associate Member Governmental Accounting and Auditing Committee of Orange County - Committee Chairman (2001-2002) California Governmental Accounting and Auditing Committee Member Range of Experience Has been with the firm since 1986 with emphasis in governmental accounting and financial reporting and is responsible for firm's in-house governmental accounting and auditing training programs. Experience includes supervision of over one hundred audits of governmental agencies including cities, successor agencies/redevelopment agencies, non-profit corporations, joint powers authorities and special districts. CSMFO Report Reviewer for Award Program. GFOA Report Reviewer for Award Program -Certificate of Achievement for Excellence in Financial Reporting. Other experience includes providing consulting services for governmental agencies including special internal control reviews, cost allocation plans, cable television rate reviews, reviews of City Treasurer operations and transient occupancy tax reviews of city hotels/motels. Mr. Patel was the engagement partner on the following local government audits in 2015: Cities: Cities(Continued): Alhambra Stanton Artesia West Hollywood Bellflower Westminster Burbank Colton Special Districts: Costa Mesa Chino Basin Desalter Authority Cypress Costa Mesa Sanitary District Gilroy Cypress Recreation and Park District Lake Forest Inland Empire Regional Composting Authority Laguna Hills Inland Empire Utilities Agency Laguna Woods La Habra Heights County Water District Newport Beach La Puente Valley County Water District Norwalk Orchard Dale Water District Palm Desert Rancho California Water District Rialto Yorba Linda Water District San Gabriel Continuing Professional Education Total hours were 186 in the last three years, of which 144 hours were for meeting the requirements of the Government Audit Standards. 9 ROBERT J. CALLANAN, CPA Position Technical Review Partner Education • Aquinas College, Grand Rapids, Michigan Bachelor of Arts, Business Administration, 1988 4 Bachelor of Science, Accounting, 1988 Licensing Certified Public Accountant in California since 1993 Professional Organizations American Institute of Certified Public Accountants - Member California Society of Certified Public Accountants - Member California Society of Municipal Finance Officers (CSMFO) -Associate Member California Governmental Accounting and Auditing Committee Member Range of Experience Twenty-six years with the firm specializing in governmental audit, accounting and consulting services. Two years of experience as Chief Financial Officer of a mortgage lending corporation. Responsible for the firm's in-house governmental accounting and auditing training programs. GFOA Report Reviewer for Award Program - Certificate of Achievement for Excellence in Financial Reporting. Mr. Callanan was the engagement partner on the following local government audits in 2015: Cities: Special Districts: Camarillo Laguna Beach County Water District Campbell Pico Rivera Water Authority Del Mar Pomona-Walnut-Rowland Joint Water Hawaiian Gardens Line Commission Pico Rivera Rowland Water District Rancho Santa Margarita Sunset Beach Sanitary District San Buenaventura Surfside Colony Stormwater Protection District Surfside Community Services District Ventura Port District Continuing Professional Education Total hours were 209 in the last three years, of which 157 hours were for meeting the requirements of the Government Audit Standards. 10 KASSIE RADERMACHER, CPA Position Senior Audit Manager Education West Virginia University �I Masters of Professional Accountancy, 2005 �i Bachelor of Science, 2003 � j I d , Licensing Certified Public Accountant in California since 2010 Certified Public Accountant in Virginia since 2006 Professional Organizations California Society of Certified Public Accountants (CSCPA) Range of Experience Ms. Radermacher has been with the firm since June 2009. Ms. Radermacher has performed all phases of local governmental audits including cities, successor agencies/redevelopment agencies, single audit of federal grants, special districts, compliance audits and agreed-upon procedures engagements. As an audit manager, she is involved with planning the audit, performing fieldwork for all aspects of the audit, supervising staff accountants and preparation of financial statements. Ms. Radermacher served as the Audit Manager on the following local government audits in 2015: City of Artesia La Puente Valley County Water District City of Bellflower Lake Elsinore&San Jacinto City of Cypress Watersheds Authority City of Fountain Valley Local Agency Formation Commission (LAFCO)- City of Laguna Hills Orange County City of Lake Forest Midway City Sanitary District City of Newport Beach Orchard Dale Water District City of Norwalk Orange County Mosquito&Vector Control City of Rancho Santa Margarita District City of Rialto Pico Water District City of San Gabriel Rancho California Water District City of Stanton Santa Ana Watershed Project Authority Yorba Linda Water District Prior to joining the firm, Ms. Radermacher was senior in-charge of compilations, reviews, single audits, and financial audits for non-profit and business clients with Rager, Lehman & Houck, P.C. in Frederick, MD. She was also responsible for educating and monitoring the staff. Continuing Professional Education Total hours were 209 in the last three years, of which 189 hours were for meeting the requirements of the Government Audit Standards. 11 TIFFANY FILING, CPA Position Audit Supervisor Education ` University of California, Irvine Bachelor of Economics with a minor in Accounting, 2010 Licensing Certified Public Accountant in California since July 2013 Range of Experience Ms. Fung has been with the firm since March 2011. Ms. Fung has performed all phases of local governmental audits including cities, successor agencies/redevelopment agencies, single audit of federal grants, special districts, and agreed-upon procedures engagements. As an audit supervisor, she is involved with planning the audit, performing fieldwork for all aspects of the audit, supervising staff accountants and preparation of financial statements. Ms. Fung worked on the following local government audits in 2015: Cities: Special Districts: City of Newport Beach Inland Empire Regional Composting City of Norwalk Authority City of Palm Desert Inland Empire Utilities Agency City of San Gabriel Lake Elsinore & San Jacinto Watersheds City of Westminster Authority Santa Ana Watershed Project Authority In recent years, Ms. Fung has also been involved with the following governmental clients: Cities: Special Districts: City of Avalon Chino Basin Desalter Authority City of Colton Costa Mesa Sanitary District City of Costa Mesa EI Toro Water District City of Downey Laguna Beach County Water District City of Tustin Rancho California Water District City of West Covina South Coast Water District Walnut Valley Water District Continuing Professional Education Total hours were 159 in the last three years, of which 143 hours were for meeting the requirements of the Government Audit Standards. 12 PRIOR ENGAGEMENTS WITH THE CITY OF TUSTIN Services Performed 2011 2012 2013 2014 2015 City Audit Yes Yes Yes Yes Yes Redevelopment Agency(RDA)Audit Yes No No No No City's State Controller's Report(SCR) Yes Yes Yes Yes Yes Redevelopment Agency's SCR Yes No No No No Single Audit of Federal Grants Yes No No Yes Yes GAS Letter Yes Yes Yes Yes Yes Management Letter Yes Yes No No No GANN Limit Review Yes Yes Yes Yes Yes Due Diligence Review for RDA No Yes No No No Cash Receipts Agreed-Upon Procedures Review No No No Yes No FIRM EXPERIENCE WITH GOVERNMENTAL ENTITIES SIMILAR ENGAGEMENTS WITH OTHER MUNICIPAL ENTITIES Your request for proposal called for a maximum of five similar engagements, ranked by total staff hours. These are set forth below: Engagement Total Staff City Partner Hours Scope of Work Newport Beach Patel 375 City&Single Audits; State Controller's Report Westminster Patel 375 City, RDA,AQMD&Single Audits Costa Mesa Patel 350 City, RDA, Public Financing Authority, Housing Authority and Single Audits Laguna Hills Patel 290 City and Single Audits;State Controller's and Street Reports Lake Forest Patel 270 City, RDA, Housing Authority and Single Audits Certified audits were performed on the financial statements of all of these cities and their component units for the past year. Client references for these cities are included below. City of Newport Beach City of Westminster City of Costa Mesa Mr. Dan Matusiewicz Ms. Sherry Johnson Ms. Colleen O'Donoghue Director of Finance Accounting Manager Assistant Finance Director (949) 644-3126 (714) 898-3311 (714) 754-5421 danm@newport beachca.gov sjohnson@westminster-ca.gov Colleen.Odonoghue@costamesa.gov City of Laguna Hills City of Lake Forest Ms. Janice Mateo-Reyes Mr. Keith Neves Finance Manager Director of Finance (949) 707-2623 (949) 461-3400 jreyes@ci.laguna-hills.ca.us kneves@lakeforestca.gov A complete list of similar engagements for the past five years is included in Attachment I of this proposal. CITY CLIENT REFERENCES One means of judging the high quality of our auditing and accounting services would be contact with some of our clients over the past year. We are including the names and phone numbers of the city clients as presented in Attachment I of this proposal. We encourage you to contact any of these individuals and verify our level of service. 13 SINGLE AUDIT EXPERIENCE We perform single audit services for most of our cities and special districts that receive federal funds as required by the Uniform Guidance. In recent years, Single Audits were performed for the following cities and special districts. Cities: City of Alhambra City of Laguna Woods City of Artesia City of Lake Forest City of Bellflower City of Lakewood City of Beverly Hills City of Lancaster City of Burbank City of Newport Beach City of Camarillo City of Norco City of Campbell City of Norwalk City of Colton City of Palm Desert City of Costa Mesa City of Pico Rivera City of Cypress City of Rancho Santa Margarita City of Del Mar City of Rialto City of Downey City of San Buenaventura City of Fountain Valley City of San Gabriel City of Gilroy City of Sanger City of Goleta City of Signal Hill City of Hawaiian Gardens City of Stanton City of Hesperia City of Tustin City of Highland City of West Covina City of La Habra Heights City of West Hollywood City of Laguna Hills City of Westminster Special Districts: Inland Empire Utilities Agency Las Virgenes Municipal Water District Olivenhain Municipal Water District Rancho California Water District Valley Wide Recreation and Park District EXPERIENCE WITH PREPARATION OF STATE-MANDATED REPORTS We have experience with the preparation of various state-mandated reports, such as the State Controller's Report and the Annual Street Report. Specifically, with regard to cities, we have prepared the state mandated reports, in recent years, for the Cities of Alhambra, Bellflower, Colton, Del Mar, Goleta, La Habra Heights, Laguna Hills, Lancaster, Norco, Norwalk, Pico Rivera, San Buenaventura, Sanger,Tustin and West Hollywood. 14 SCOPE OF WORK, TIMING AND AUDIT APPROACH ENTITIES TO BE INCLUDED IN AUDIT City of Tustin Tustin Public Financing Authority REPORTS TO BE ISSUED AND DUE DATES Draft Final Due Dates Due Dates City of Tustin: Comprehensive Annual Financial Report November 8 November 22 Management Letter November8 November 22 Audit Committee Letter November8 November 22 Report on Compliance with Article XIIIB Appropriation Limit (GANN Limit Review) November 8 November 22 Single Audit Reports: November 22 November 30 • Independent Auditors' Report on Internal Control Over Financial Reporting and on Compliance and Other Matters Based on Audit of Financial Statements Performed in Accordance With Government Auditing Standards • Independent Auditors' Report on Compliance for Each Major Program and on Internal Control Over Compliance Required by the Uniform Guidance and on the Schedule of Expenditures of Federal Awa rd s. State Controller's Report for the City N/A January 31 Per page 9 of 19, of the City's RFP; we will deliver 15 copies of each of the final reports to Ms. Jenny Leisz, Finance Manager. 15 AUDIT TIMING Assuming that the City's books are closed and ready for examination and that all necessary schedules and documents are available for our use by mid September each year, the suggested time schedule for the various phases of the audit would be approximately as follows: Completed By Entrance conference with key City staff. Discussion of any prior audit concerns and the performance of interim work. Week of May 16 Interim audit fieldwork and management review. May/June Progress conference, if necessary, with the Audit Commission and the Finance Manager. Discussion of the year-end work to be performed, summarize results of the preliminary review and identify key internal controls or other matters to be tested. Mid June Detailed audit plan and list of all schedules to be prepared by the City June 30 Conference with the Finance Manager to commence year-end audit fieldwork. September 12 Final audit fieldwork and management review Mid October Exit conference to summarize the results of the fieldwork and to review significant findings Mid October Deliver draft copies of reports See page 15 Deliver final reports See page 15 COMMITMENT TO DELIVER REPORTS ON A TIMELY BASIS If all books and records, schedules and documents are made available to us by mid September, we make a commitment to have audit team members available and to provide all reports by the due dates specified above. AUDITS TO BE IN ACCORDANCE WITH GAAS AND OTHER REQUIREMENTS We will audit the financial statements of the City and the component units noted on the preceding page. The financial statements of all entities where the City exercises oversight will be combined with the City's financial statements, in accordance with GASB requirements. Our audit will be in accordance with auditing standards generally accepted in the United States of America as set forth by the AICPA, and will include such auditing procedures as we consider necessary under the circumstances. We will apply certain limited procedures, which consist principally of inquiries of management regarding methods of measurement and presentation of required supplementary information. However, we do not audit such information and do not express an opinion on it. Any supplemental financial statements will be subjected to auditing procedures as we consider necessary in relation to the financial statements taken as a whole. The scope of our audit will not include any statistical information, and we will not express an opinion concerning it. 16 AUDITS TO BE IN ACCORDANCE WITH GAAS AND OTHER REQUIREMENTS (CONTINUED. Our audits will conform with the guidelines set forth in the AICPA's Industry Audit Guide, Audits of State and Local Governmental Units. Also, each examination will comply with the standards for financial and compliance audits contained in the Government Auditing Standards, issued by the U.S. General Accounting Office, the provisions of the Single Audit Act and the provisions of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards (Uniform Guidance). Also, we will perform an agreed-upon procedures review of the City's Gann Spending Limitation Computation as required by Section 1.5 of Article XIIIB of the California Constitution. Our review will be performed in conformance with the provision of the "League of California Cities Uniform Guidelines". AUDIT APPROACH • Our audit approach is tailored to meet the technical requirements while maintaining professional skepticism without forgetting that we provide a service. The following aspects of our audit approach will add additional value to the audit services and minimize the amount of time spent by the City's staff in dealing with the audit. • We will assign experienced staff auditors including the in-charge field auditor having at least 3 years of experience. All other staff will run all questions through the in-charge field auditor prior to asking City staff. This allows a cohesive approach to the audit, which will decrease the time needed of City staff. • We are familiar with the City's audit supporting schedules, which meet the requirements of our audit procedures. City staff will not need to provide new or additional schedules for exiting accounts. This will reduce the time spent by City staff when preparing for the audit. • Throughout the year we are available as a resource to our clients in researching technical questions, dealing with new pronouncements, reviewing complex financial entries and helping with any other issues as they arise. • The work papers will be reviewed by the manager or partner as field work is being completed to minimize additional questions after the fieldwork is completed. Our firm uses a governmental audit program which will be modified to the City of Tustin's operations to accommodate specific client circumstances. Our audit programs are organized by the financial statement approach and general procedures. The requirements by the Standards for assessing risk are utilized to modify the audit programs to focus on the higher risk areas of the financial statements. 1. Audit Planning Procedures: • Pre-audit conference with the City to establish process of communication between the audit team and City staff. • Discuss any new accounting pronouncements to be implemented in the current year. • Establish scope of work and timing of fieldwork. 17 AUDIT APPROACH (CONTINUED) 2. Interim Fieldwork: Gather information about the City and its environment, including internal control: • We have the internal control documentation applicable to the City from the previous fiscal year. We will review this information to gain an understanding of the City's internal controls prior to commencement of interim fieldwork. Due to this efficiency, City staff will only need to update the internal control documentation instead of performing lengthy interviews and checklists for a firm without our history with the City. • Evaluate the design of internal controls that are relevant to the audit and determine whether the control, either individually or in combination is capable of effecting, preventing or detecting and correcting material misstatements. • Determine that the controls have been implemented, that is, that the controls exist and that the City is using it. • Specific areas to review include: - Accounts payable/cash disbursements - Accounts receivable/cash receipts - Payroll disbursements - Utility billing process - Investment compliance - Property and equipment • Review of minutes of the City of Tustin. • Review of important contracts and debt agreements. • Interim exit conference with the City to review results of interim fieldwork, including any findings. 3. Final Audit Work: During the final audit work, we will assess "risk" of material misstatement based on understanding of the City's audit environment, including its internal control, to identify account balances to audit that appear in the City's financial statements. Our audit programs will be specifically tailored to address any significant risks identified. The Prepared by Client (PBC) list will be provided at least one month in advance of fieldwork. Our work may include: • Confirmation of cash and investments balances and testing of bank reconciliations. • Confirm significant receivable balances or review subsequent cash receipts to verify receivable balance. • Search for unrecorded liabilities. • Testing of interfund balances and transfers. • Test capital asset additions and depreciation expense. • Confirm long-term debt balances and review the accounting treatment of debt issued or refunded. • Test support for other significant assets or liabilities. • Analytical procedures on balance sheet and revenue and expenditure accounts, to evaluate and explain unusual fluctuations from prior year balances or current year budgeted amounts. • Review of attorney letters for significant legal matters affecting the City's financial position. • An exit conference will be held to review any significant adjustments or findings. The audit workpapers will be reviewed by our management team as the work is being performed in the field so that at the conclusion of the fieldwork we are able to report any adjustments or findings. 18 AUDIT APPROACH REDEVELOPMENT AGENCY f SUCCESSOR AGENCY Recent legislation related to the dissolution of Redevelopment Agencies will impact our audit approach as detailed below. Our procedures will include: • Audit the balances reported for cash, investments, receivables, payables, capital assets and long term liabilities as of end of the year. • Review the activity reported on ROPS. • Review the activities of the Successor Agency to ensure compliance with AB 26, AB 1484 and other relevant legislation enacted. APPROACH TO INTERNAL CONTROL Our audit will include obtaining an understanding of the entity and its environment, including internal control, sufficient to assess the risks of material misstatement of the financial statements and to design the nature, timing, and extent of further audit procedures. Our understanding of the internal controls will be completed by completing narratives and checklists for various processes related to internal control. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards. As required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirement for Federal Awards (Uniform Guidance), we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance. An audit is not designed to provide assurance on internal control or to identify significant deficiencies. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance. 19 SINGLE AUDIT APPROACH The single audit will be performed in accordance with all the requirements of the Single Audit Act, the Uniform Guidance and Government Auditing Standards issued by the GAO (the "Yellow Book") for cities that expend greater than $750,000 in federal awards in fiscal year 2015-2016 and subsequent yea rs. • We will identify the Major and Nonmajor Federal Programs of the City through the risk-based approach required by the Uniform Guidance. This approach includes consideration of current and prior audit experience, oversight by Federal agencies and pass-through entities, and the inherent risk of the federal program. • We will review all federal and industry-specific publications and guidance and inform the City of any recent changes. • We will perform tests of controls to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with applicable compliance requirements. If weaknesses in the internal controls are noted, we will modify our audit program as needed. • Our audit will include tests of transactions related to major federal award programs for compliance with applicable compliance requirements and certain provisions of laws, regulations, contracts and grant agreements. • Our procedures will consist of the applicable procedures described in the Uniform Guidance for the types of compliance requirements that could have a direct and material effect on each of the City's major programs. The purpose of those procedures will be to express an opinion on the City's compliance with requirements applicable to major programs in our report on compliance issued pursuant to the Uniform Guidance. • We will assist the City in completing and filing the Data Collection Form. DETERMINING LAWS AND REGULATIONS SUBJECT TO AUDIT Under provisions of AICPA Auditing Standards, management of the City is responsible for identifying to its outside auditors any laws and regulations which would have a significant effect on the audit. This would include federal laws (such as federal grant regulations), State laws (such as permitted investments under the California Government Code) and local laws (such as restrictions on special revenues levied by the City). After our selection as auditors, we will consult with City officials regarding these matters, to determine what laws and regulations need to be evaluated in connection with our audit. If a City is not able to identify specific laws and regulations that effect it, we have references (California Government Code and Health and Safety Code) to the more common laws, rules and regulations in our standard audit programs for the usual activities of a California City or Successor Agency to the Redevelopment Agency which will assist us in identifying laws and regulations to review in the audit. METHOD OF SAMPLING Our approach is to utilize random sampling based in our testing of the internal control systems related to cash receipts, cash disbursements, payroll and utility billings. Based on a statistical conclusion used by the firm our sample sizes can range from 25 to 60 transactions for each system. A random sample selection allows each item in the population of an equal chance of being selected. In addition, for disbursements, we may select a stratified sample of all transactions over a specified dollar amount for review. 20 ANALYTICAL PROCEDURES Analytical procedures are used in the planning and final stages of the audit. In the planning phase, we use analytical procedures to identify unusual financial transactions and comparing relationships to expected results. We compare current year information to the prior years for balance sheet items, revenues and expenditures. In addition, revenues and expenditures are compared to budgets to identify unexpected results. In the final stages of the audit, the financial statements are reviewed to identify expected relationships such as comparing debt paid to expenditures recorded on governmental funds, transfers between funds, depreciation expense, etc. For all significant relationships identified, explanations are obtained as to why the situation occurred and additional audit procedures are applied to resolve any concerns. MANAGEMENT LETTERS In connection with each audit, a complete review of internal controls will be made of all significant accounting procedures. Our firm uses an internal control questionnaire, computer systems questionnaire and narration to gain an understanding of the internal control process as part of our audit. We will identify weaknesses and after discussion with the appropriate City staff, we will submit a management letter which will identify weaknesses observed during these reviews and throughout the audit. The management letter will also assess the effect of the management letter comments on the financial reporting process and recommend steps towards eliminating the weaknesses. POTENTIAL AUDIT PROBLEMS We do not anticipate any significant potential audit problems. If any potential audit problems are identified, we will immediately discuss them with the City's management. Our approach is to coordinate the resolution of any problems with the City's management. Considering our experience with auditing governmental entities and resources, we expect minimal disruption to the City's management in resolving any identified audit problems. RETENTION OF AND ACCESS TO AUDIT WORKPAPERS In accordance with provisions of the Uniform Guidance, GAO requirements, and the California Board of Accountancy, our audit workpapers will be maintained for at least seven years after the date of the report. These workpapers will be made available as necessary to your cognizant audit agency (or its designee), to GAO representatives, or to any other federal or state agency needing access to the workpapers. Also, our firm will respond to any reasonable inquiries of successor auditors and we will allow any successor auditors to review our workpapers. OTHER PROFESSIONAL SERVICES We will be available for any other professional assistance you require to research and answer accounting and reporting problems raised by the City, regardless of the time of year. Such assistance may include, but is not limited to, tax questions, the review of bond documents, cost allocation programs and employee benefit programs. We have provided several tax opinions to City audit clients for matters relating to deferred compensation, fringe benefits, stipends and allowances, and other issues. We also will keep the City informed of new developments affecting municipal finance and reporting, changes in grant rules and regulations, etc. 21 IRREGULARITIES AND ILLEGAL ACTS We will make an immediate, written report of all irregularities, illegal acts or indications of illegal acts of which we become aware, to the following parties: the City Manager, the City Attorney and the Audit Commission. SEGMENTATION OF THE AUDIT HOURS, BY PARTNER AND STAFF LEVEL Supervisory Partner Managers Staff Staff Clerical Total City of Tustin -Audit, including preparation of the CAFR, management and audit committee letters 16 24 80 116 12 248 Successor Agency to the Tustin Community Redevelopment Agency- Audit of transactions included in the City's CAFR 4 8 - 40 3 55 Single Audit 2 8 - 44 2 56 Appropriations Limit Review (GANN) 1 - - 2 1 4 City's State Controller's Report - 4 - 28 - 32 TOTAL HOURS 23 44 80 230 18 395 22 DISCUSSION OF RELEVANT ACCOUNTING ISSUES GASB STATEMENT NO. 72 GASB Statement No. 72, "Fair Value Measurement and Application", is effective for periods beginning after June 15, 2015. This Statement addresses accounting and financial reporting issues related to fair value measurement. The definition of fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This Statement provides guidance for determining a fair value measurement for financial reporting purposes. This Statement also provides guidance for applying fair value to certain investments and disclosures related to all fair value measurements. GASB STATEMENT NO. 73 GASB Statement No. 73, 'Accounting and Financial Reporting for Pensions and Related Assets That Are Not within the Scope of GASB Statement 68, and Amendments to Certain Provisions of GASB Statements 67 and 68", is effective for periods beginning after June 15, 2015 - except for those provisions that address employers and governmental nonemployer contributing entities for pensions that are not within the scope of Statement 68, which are effective for periods beginning after June 15, 2016. The requirements of this Statement extend the approach to accounting and financial reporting established in Statement 68 to all pensions, with modifications as necessary to reflect that for accounting and financial reporting purposes, any assets accumulated for pensions that are provided through pension plans that are not administered through trusts that meet the criteria specified in Statement 68 should not be considered pension plan assets. It also requires that information similar to that required by Statement 68 be included in notes to financial statements and required supplementary information by all similarly situated employers. GASB STATEMENT NO. 74 GASB Statement No. 74, "Financial Reporting for Postemployment Benefit Plans Other Than Pension Plans", is effective for periods beginning after June 15, 2016. The objective of this Statement is to improve the usefulness of information about postemployment benefits other than pensions (other postemployment benefits or OPEB) included in the general purpose external financial reports of state and local governmental OPEB plans for making decisions and assessing accountability. This Statement also includes requirements to address financial reporting for assets accumulated for purposes of providing defined benefit OPEB through OPEB plans that are not administered through trusts that meet the specified criteria. GASB STATEMENT NO. 75 GASB Statement No. 75, 'Accounting and Financial Reporting for Postemployment Benefits Other Than Pensions", is effective for periods beginning after June 15, 2017. The scope of this Statement addresses accounting and financial reporting for postemployment benefits other than pension (other postemployment benefits or OPEB) that is provided to the employees of state and local governmental employers. This Statement establishes standards for recognizing and measuring liabilities, deferred outflows of resources, deferred inflows of resources, and expense/expenditures for defined benefit and defined contribution plans. 23 GASB STATEMENT N0. 76 GASB Statement No. 76, "The Hierarchy of Generally Accepted Accounting Principles for State and Local Governments", is effective for periods beginning after June 15, 2015. The requirements of this Statement improve financial reporting by (1) raising the category of GASB Implementation Guides in the GAAP hierarchy, (2) emphasizing the importance of analogies to authoritative literature when the accounting treatment for an event is not specified in authoritative GAAP; (3) requiring the consideration of consistency with the GASB Concepts Statements when evaluating accounting treatments specified in nonauthoritative literature. GASB STATEMENT N0. 77 GASB Statement No. 77, "Tax Abatement Disclosures", is effective for periods beginning after December 15, 2015. This Statement requires governments that enter into tax abatement agreements to disclose the following information: • Brief descriptive information, such as the tax being abated, the authority under which tax abatements are provided, eligibility criteria, the mechanism by which taxes are abated, provisions for recapturing abated taxes, and the types of commitments made by tax abatement recipients. • The gross dollar amount of taxes abated during the period. • Commitments made by a government, other than to abate taxes, as part of a tax abatement agreement. Governments should organize those disclosures by major tax abatement program and may disclose information for individual tax abatement agreements within those programs. GASB STATEMENT N0. 78 GASB Statement No. 78, "Pensions Provided Through Certain Multiple-Employer Defined Benefit Pension Plans", is effective for periods beginning after December 15, 2015. This Statement amends the scope and applicability of Statement 68 to exclude pensions provided to employees of state or local governmental employers through a cost-sharing multiple-employer defined benefit plan that (1) is not a state or local governmental pension plan, (2) is used to provide defined benefit pensions both to employees of state or local governmental employers and to employees of employers that are not state or local governmental employers, and (3) has no predominant state or local governmental employer (either individually or collectively with other state or local governmental employers that provide pensions through the pension plan). This Statement establishes requirements for recognition and measurement of pension expense, expenditures, and liabilities; note disclosures; and required supplementary information for pensions that have the characteristics described above. GASB STATEMENT N0. 79 GASB Statement No. 79, "Certain External Investment Pools and Pool Participants", is effective for periods beginning after June 15, 2015, except for certain provisions on portfolio quality, custodial credit risk, and shadow pricing, those provisions are effective for reporting periods beginning after December 15, 2015. This Statement addresses accounting and financial reporting for certain external investment pools and pool participants. It establishes criteria for an external investment pool to qualify for making the election to measure all of its investments at amortized cost for financial reporting purposes. An external investment pool qualifies for that reporting if it meets certain applicable criteria established in this Statement. It establishes additional note disclosure requirements for qualifying external investment pools that measure all of their investment at amortized cost for financial reporting purposes and for government that participate in those pools. 24 WORK REQUIRED BY CITY STAFF Our fixed annual fees contemplate that conditions satisfactory to the normal progress and completion of the examination will be encountered and that City accounting personnel will furnish the agreed-upon assistance in connection with the audit. However, if unusual circumstances are encountered which make it necessary for us to do additional work, we shall report such conditions to the responsible City officials and provide the City with an estimate of the additional accounting fees involved. Noted below is a listing of work required by City staff to assist in the audit. 1. Technical assistance in familiarizing our staff with: • Updating our current documentation of the City's system of internal controls. • Updating our current documentation of controls established to monitor compliance with federal grants. 2. Preparation of trial balances for all funds, after posting of all year end journal entries. 3. Preparation of schedules supporting all major balance sheet accounts, and selected revenue and expenditure accounts. 4. Typing of all confirmation requests. 5. Pulling and refiling of all supporting documents required for audit verification. 6. Assistance with the preparation of the CAM and footnotes. 25 ATTACHMENT I CURRENT CITY CLIENT REFERENCES AND LISTS OF CITY AND SPECIAL DISTRICT ENGAGEMENTS PERFORMED IN THE LAST 5 YEARS CURRENT CITY CLIENT REFERENCES One means of judging the high quality of our auditing and accounting services would be contact with some of our existing clients.We are including the names and phone numbers of our city clients over the past year.We encourage you to contact any of these individuals. City of Alhambra City of Gilroy City of Palm Desert Mr.Paul Espinoza Ms.Christina Turner Mr. Paul Gibson Finance Director Finance Director Director of Finance (626)570-5027 (408)846-0750 (760)346-0611 City of Artesia City of Goleta City of Pico Rivera Ms.Justine Menzel Ms.Genie Wilson Mr.Kambiz Borhani Deputy City Manager Finance Director Senior Finance Manager (562)865-6249 (805)961-7527 (562)801-4395 City of Bellflower City of Hawaiian Gardens City of Rancho Santa Margarita Mr.Tae Rhee Ms.Linda Hollinsworth Ms.Stefanie Turner Director of Finance Finance Director/Treasurer Finance Director (562)804-1424 (562)420-2641 x236 (949)635-1812 City of Beverly Hills City of Hesperia City of Rialto Mr.Don Rhoads Mr.Brian Johnson Mr.George Harris,II Finance Director Director of Administrative Services Director of Administrative (310)285-2429 (760)947-1442 and Community Services (909)421-7219 City of Burbank City of Highland City of San Buenaventura Mr.Dino Balos Mr.Chuck Dantuono Ms.Bridgette Mclnally Accounting Manager Director of Administrative Services Accounting Manager (818)238-5518 (909)864-6861 (805)654-7892 City of Camarillo City of Laguna Hills City of San Gabriel Mr.Ronnie Campbell Ms.Janice Mateo-Reyes Mr.Thomas Marston Finance Director Finance Manager Director of Finance (805)388-5320 (949)707-2623 (626)308-2812 City of Campbell City of Laguna Woods City of Sanger Mr.Jesse Takahashi Ms.Margaret Cady Ms.Patty Hartman Finance Director Administrative Services/ Interim Finance Director (408)866-2113 City Treasurer (559)876-6300 (949)639-0500 City of Colton City of Stanton Ms.Anita Agramonte City of Lake Forest Mr.Stephen Parker Finance Director Mr.Keith Neves Director of Administrative Services (909)370-5039 Director of Finance (714)890-4226 (949)461-3400 City of Costa Mesa City of Tustin Ms.Colleen O'Donoghue City of Lancaster Ms.Jenny Leisz Assistant Finance Director Ms.Pamela Statsmann Finance Manager (714)754-5421 Assistant Finance Director (714)573-3079 (661)723-6038 City of Cypress City of West Covina Mr.Matt Burton City of Newport Beach Ms.Christa Buhagiar Director of Finance&Administrative Services Mr.Dan Matusiewicz Finance Director (714)229-6718 Director of Finance (626)939-8463 (949)644-3126 City of Del Mar City of West Hollywood Ms.Teresa McBroome City of Norco Ms.Lorena Quijano Director of Finance/Treasurer Ms.Olivia Hoyt Accounting Services Manager (858)755-9354 Accounting Manager (323)848-6513 (951)270-5652 City of Fountain Valley City of Westminster Mr.David Cain City of Norwalk Ms.Sherry Johnson Finance Director/Treasurer Ms.Jana Stuard Accounting Manager (714)593-4501 Director of Finance (714)898-3311 (562)929-5056 LIST OF CITY ENGAGEMENTS We have listed below the cities which were under contract with us during the past five fiscal years. Period of Service City From To Scope of Work Alhambra 2005 Present CA, RDA,SA,SCR Artesia 2012 Present CA, RDA,SA Avalon 2006 2012 CA, RDA,OCU,SCR Bellflower 2013 Present CA,SA,SCR, Financing Authority, Public Facilities Corp. Beverly Hills 2012 Present CA,SA Burbank 2013 Present CA,AQMD,SA,Water& Utility Enterprise Fund Camarillo 2012 Present CA, RDA,SA Campbell 2013 Present CA,SA,T,Solid Waste Management Authority Colton 2014 Present CA,SA,SCR,Child Care Program Costa Mesa 2012 Present CA, RDA, PFA, SA, Housing Authority Cypress 2012 Present CA, RDA, RA, SA Del Mar 2014 Present CA,SA,SCR Downey 1987 2013 CA, RDA,AQMD, PFA,SA,OCU Fountain Valley 2013 Present CA,SA, Housing Authority, Financing Authority Gilroy 2013 Present CA,SA Goleta 2013 Present CA,SA,SCR,SR Hawaiian Gardens 2012 Present CA, RDA, PFA, SA Hesperia 1997 Present CA, RDA,SA Highland 2012 Present CA,SA La Habra Heights 2008 2013 CA,SA,SCR Laguna Hills 2015 Present CA,SA,SCR. SR Laguna Woods 2015 Present CA,SA Lake Elsinore 2005 2012 CA, RDA, PFA, RA,SA Lake Forest 2011 Present CA, RDA,SA, Housing Authority Lakewood 1974 2013 CA, RDA,SA Lancaster 2013 Present CA,SA,SCR-City, SCR- Power Authority Newport Beach 2011 Present CA,SA Norco 2015 Present CA,SA,SCR Norwalk 2015 Present CA,AQMD, PFA,SA,T,OCU,SCR-City&Transit Palm Desert 2008 Present CA, RDA,SA, Housing Authority Pico Rivera 2012 Present CA, PFA,SA,SCR,Water Authority Rancho Palos Verdes 2008 2012 CA, RDA, PI,SA,SCR,SR Rancho Santa Margarita 2012 Present CA,SA Rialto 2013 Present CA,SA San Buenaventura 2011 Present CA, RDA, PFA, SA,SCR San Fernando 2007 2011 CA, RDA,SA San Gabriel 2013 Present CA,SA Sanger 2011 Present CA, RDA, PFA, SA,SCR Signal Hill 1962 2013 CA, RDA,SA Stanton 2012 Present CA, RDA,SA Tustin 2011 Present CA, RDA,SA,SCR West Covina 2011 Present CA, RDA,AQMD,SA West Hollywood 2014 Present CA, SA,SCR Westminster 1997 Present CA, RDA,AQMD,SA Legend: AQMD-Air Quality Management District Audit RA- Recreation Authority CA-City Audit RDA- Former Redevelopment Agency Audit OCU-Other Component Unit Audits SA-Single Audit PFA- Public Financing Authority SCR-State Controllers' Reports PI- Public Improvement SR-Street Report PP- Pension Plans T-Transportation Substantially all of the above engagements were performed through the firm's Irvine office. LIST OF SPECIAL DISTRICT ENGAGEMENTS We have listed below the special districts which were under contract with us during the past five fiscal years. Period of Service Client Name From To Borrego Water District 2006 2013 Calleguas Municipal Water District 2015 Present Chino Basin Desalter Authority 2011 Present Chino Basin Regional Financing Authority 2015 Present Costa Mesa Sanitary District 2005 2014 Cypress Recreation and Park District 2012 Present Downey Cemetery District 1987 2013 EI Toro Water District 2008 2013 Grossmont Healthcare District 2011 Present Heber Public Utilities District 2014 Present Inland Empire Regional Composting Authority 2011 Present Inland Empire Utilities Agency 2011 Present La Habra Heights County Water District 2002 Present La Puente Valley County Water District 1986 Present Laguna Beach County Water District 2002 Present Lake Elsinore and San Jacinto Joint Powers Authority 2013 Present Las Virgenes Municipal Water District 2007 2013 Leucadia Wastewater District 2010 Present Midway City Sanitary District 2012 Present Monterey Peninsula Regional Park District 2015 Present Municipal Water District of Orange County 2007 2011 Olivenhain Municipal Water District 2009 Present Orange County Development Authority- Eco-Rapid Transit 2015 Present Orange County Vector Control District 2013 Present Orchard Dale Water District 2012 Present Otay Water District 2009 2013 Padre Dam Municipal Water District 2009 Present Pico Water District 2010 Present Placentia Library District 2015 Present Puente Basin Water Agency 2005 2011 Rancho California Water District 2012 Present Rincon del Diablo Municipal Water District 2015 Present Rowland Water District 2007 Present Santa Ana Watershed Project Authority 2013 Present South Coast Water District 2011 2014 South County Regional Wastewater Authority 2013 Present Sunset Beach Sanitary District 1986 Present Surfside Colony Stormwater Drainage District 2010 Present Surfside Community Services District 2010 Present Vallecitos Water District 2010 2015 Valley Wide Recreation and Park District 1986 Present Ventura Port District 2011 Present Walnut Valley Water District 2002 2011 Yorba Linda Water District 2008 Present Substantially all of the above engagements were performed through the firm's Irvine office. ATTACHMENT II RESULTS OF OUTSIDE QUALITY REVIEW Heidenreich & Heidenreich, CPAs, PLLC 10201 S.511t Street,Suite#170 Phoenix,AZ 85044 (480)704-6301 fax 785-4619 System Review Report July 22, 2015 To the Owners of White Nelson Diehl Evans LLP and the Peer Review Committee of the CA Society of CPAs We have reviewed the system of quality control for the accounting and auditing practice of White Nelson Diehl Evans LLP (the firm) in effect for the year ended March 31, 2015. Our peer review was conducted in accordance with the Standards for Performing and Reporting on Peer Reviews established by the Peer Review Board of the American Institute of Certified Public Accountants.-As a part of our peer review, we considered reviews by regulatory entities, if applicable, in determining the nature and extent of our procedures. The firm is responsible for designing a system of quality control and complying with it to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Our responsibility is to express an opinion on the design of the system of quality control and the firm's compliance therewith based on our review. The nature, objectives, scope, limitations of, and the procedures performed in a System Review are described in the standards at www.aicpa.org/prsummary. As required by the standards, engagements selected for review included engagements performed under the Government Auditing Standards and audits of employee benefit plans. In our opinion, the system of quality control for the accounting and auditing practice of White Nelson Diehl Evans LLP in effect for the year ended March 31, 2015, has been suitably designed and complied with to provide the firm with reasonable assurance of performing and reporting in conformity with applicable professional standards in all material respects. Firms can receive a rating of pass, pass with deficiency(ies) or fail. White Nelson Diehl Evans LLP has received a peer review rating of pass. C6 Heidenreich & Heidenreich, CPAs, PLLC ATTACHMENT III SAMPLE REPORTS SAMPLE REPORTS TABLE OF CONTENTS Independent Auditors' Report - City Independent Auditors' Report On Internal Control Over Financial Reporting and On Compliance and Other Matters Based On An Audit of Financial Statements Performed In Accordance With Government Auditing Standards - Single Audit Independent Auditors' Report on Compliance for Each Major Program and on Internal Control Over Compliance Required by the Uniform Guidance and on the Schedule of Expenditures of Federal Awards - Single Audit Independent Accountants' Report on Agreed-Upon Procedures Applied to Appropriations Limit Worksheet No. 6 Audit Committee Letter Management Letter Independent Auditors' Report On Internal Control Over Financial Reporting and On Compliance and Other Matters Based On An Audit of Financial Statements Performed In Accordance With Government Auditing Standards - City INDEPENDENT AUDITORS' REPORT- CITY To the Honorable Mayor and Members of the City Council City of Cabbage Patch Cabbage Patch, California Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Cabbage Patch, California (the City), as of and for the year ended June 30, 20XX, and the related notes to the financial statements which collectively comprise the City'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. Auditors' 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, and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free 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 auditors'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 auditors consider internal control relevant to the City'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 City's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting polices 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. Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Cabbage Patch, California, as of June 30, 20XX, and the respective changes in financial position and, where applicable, cash flows thereof 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, (the schedule of proportionate share of the net pension liability and the schedule of contributions regarding the defined benefit pension plans OR the schedule of changes in the net pension liability and related ratios and the schedule of contributions regarding the defined benefit pension plans), schedule of funding progress regarding the other post- employment benefits plan, and budgetary comparison schedules, identified as Required Supplementary Information (RSI) in the accompanying table of contents, 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 RSI 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 RSI because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City's basic financial statements. The introductory section, supplementary information, and statistical section as listed in the table of contents are presented for purposes of additional analysis and are not a required part of the basic financial statements. The supplementary information, as listed in the table of contents, 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. Such 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 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 supplementary information is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole. Other Matters (Continued) Other Information (Continued) The introductory section and statistical section have not been subjected to the auditing procedures applied in the audit of the basic financial statements and, accordingly, we do not express an opinion or provide any assurance on them. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated (Date of Independent Auditors' Report), on our consideration of the City's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control over financial reporting and compliance. Irvine, California (Date of Independent Auditors' Report) INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS—SINGLE AUDIT To the Honorable Mayor and Members of the City Council of the City of Cabbage Patch Cabbage Patch, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund and the aggregate remaining fund information of the City of Cabbage Patch, California, (the City), as of and for the year ended June 30, 20XX, and the related notes to the financial statements, which collectively comprise the City's basic financial statements and have issued our report thereon dated (Date of Independent Auditors' Report). Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City'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 opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City'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 a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the City's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or 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 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 material weaknesses or significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 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 not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Irvine, California (Date of Independent Auditors' Report) INDEPENDENT AUDITORS' REPORT ON COMPLIANCE FOR EACH MAJOR PROGRAM AND ON INTERNAL CONTROL OVER COMPLIANCE REQUIRED BY THE UNIFORM GUIDANCE AND ON THE SCHEDULE OF EXPENDITURES OF FEDERAL AWARDS- SINGLE AUDIT To the Honorable Mayor and Members of the City Council of the City of Cabbage Patch Cabbage Patch, California Report on Compliance for Each Major Federal Program We have audited the City of Cabbage Patch, California's (the City) compliance with the types of compliance requirements described in the OMB Compliance Supplement that could have a direct and material effect on each of the City's major federal programs for the year ended June 30, 20XX. The City's major federal programs are identified in the summary of auditors' results section of the accompanying schedule of findings and questioned costs. Management's Responsibility Management is responsible for compliance with the requirements of laws, regulations, contracts and grants applicable to its federal programs. Auditors' Responsibility Our responsibility is to express an opinion on compliance for each of the City's major federal programs based on our audit of the types of compliance requirements referred to above. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the audit requirements of Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance). Those standards and the Uniform Guidance require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on a major federal program occurred. An audit includes examining, on a test basis, evidence about the City's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for each major federal program. However, our audit does not provide a legal determination of the City's compliance. Opinion on Each Major Federal Program In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on each of its major federal programs for the year ended June 30, 20XX. Report on Internal Control over Compliance Management of the City is responsible for establishing and maintaining effective internal control over compliance with the types of compliance requirements referred to above. In planning and performing our audit of compliance, we considered the City's internal control over compliance with the types of requirements that could have a direct and material effect on each major federal program to determine the auditing procedures that are appropriate in the circumstances for the purpose of expressing an opinion on compliance for each major federal program and to test and report on internal control over compliance in accordance with the Uniform Guidance, but not for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, we do not express an opinion on the effectiveness of the City's internal control over compliance. A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of a federal program on a timely basis. A material weakness in internal control over compliance is a deficiency, or combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of a federal program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of a federal program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance. Our consideration of internal control over compliance was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies. We did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Accordingly, this report is not suitable for any other purpose. Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance We have audited the financial statements of the governmental activities, the business-type activities, each major fund and the aggregate remaining fund information of the City, as of and for the year ended June 30, 20XX, and the related notes to the financial statements, which collectively comprise the City's basic financial statements. We issued our report thereon dated (Date of Independent Auditors' Report), which contained unmodified opinions on those financial statements. Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the basic financial statements. The accompanying schedule of expenditures of federal awards is presented for purposes of additional analysis as required by the Uniform Guidance and is not a required part of the basic financial statements. Report on Schedule of Expenditures of Federal Awards Required by the Uniform Guidance (Continued) Such 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. The information has been subjected to the auditing procedures applied in the audit of the 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 schedule of expenditures of federal awards is fairly stated in all material respects in relation to the financial statements taken as a whole. Irvine, California (Date of Independent Auditors' Report) INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED-UPON PROCEDURES TO APPROPRIATIONS LIMIT WORKSHEET NO. 6 To the Honorable Mayor and Members of the City Council of the City of Cabbage Patch Cabbage Patch, California We have applied the procedures enumerated below to the accompanying Appropriations Limit Worksheet No. 6 of the City of Cabbage Patch, California (the City) for the year ended June 30, 20XX. These procedures, which were agreed to by the City and the League of California Cities (as presented in the League publication entitled "Article XIII-13 Appropriations Limit Uniform Guidelines") were performed solely to assist the City in meeting the requirements of Section 1.5 of Article XIIIB of the California Constitution. The City's management is responsible for the Appropriations Limit Worksheet No. 6. This agreed-upon procedures engagement was performed in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of the procedures is solely the responsibility of those parties specified in this report. Consequently, we make no representation regarding the sufficiency of the procedures described below either for the purpose for which this report has been requested or for any other purpose. The procedures performed and our findings were as follows: 1. We obtained the completed Appropriations Limit Worksheet No. 6 for the year ended June 30, 20XX, and compared the limit and annual adjustment factors included in that worksheet to the limit and annual adjustment factors that were adopted by resolution of the City Council. We also compared the population and inflation options included in the aforementioned worksheet to those that were selected by a recorded vote of the City Council. No exceptions were noted as a result of performing this procedure. 2. For the accompanying Appropriations Limit Worksheet No. 6, we added last year's limit to the total adjustments, and compared the resulting amount to this year's limit. We also recalculated the adjustment factors, and the adjustment for inflation and population, and compared the results to the amounts on Appropriations Limit Worksheet No. 6. No exceptions were noted as a result of performing this procedure. 3. We compared the prior year appropriations limit presented in the accompanying Appropriations Limit Worksheet No. 6 to the prior year appropriations limit adopted by the City Council for the prior year. No exceptions were noted as a result of performing this procedure. We were not engaged to, and did not, perform an audit, the objective of which would be the expression of an opinion on the accompanying Appropriations Limit Worksheet No. 6. Accordingly, we do not express such an opinion. Had we performed additional procedures, other matters might have come to our attention that would have been reported to you. No procedures have been performed with respect to the determination of the appropriations limit for the base year, as defined by the League publication entitled "Article XIII-13 Appropriations Limit Uniform Guidelines". This report is intended solely for the information and use of the City Council and management of the City and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, California (Date of Independent Auditors' Report) AUDIT COMMITTEE LETTER To the Honorable Mayor and Members of the City Council of the City of Cabbage Patch Cabbage Patch, California We have audited the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Cabbage Patch (the City) for the year ended June 30, 20XX. Professional standards require that we provide you with information about our responsibilities under generally accepted auditing standards and Government Auditing Standards, as well as certain information related to the planned scope and timing of our audit. We have communicated such information in our letter dated (Date of Planning Letter). Professional standards also require that we communicate to you the following information related to our audit. Significant Audit Findings Qualitative Aspects of Accounting Practices Management is responsible for the selection and use of appropriate accounting policies. The significant accounting policies used by the City are described in Note 1 to the financial statements. No new accounting policies were adopted and the application of existing policies was not changed for the year ended June 30, 20XX. We noted no transactions entered into by the City during the year for which there is a lack of authoritative guidance or consensus. All significant transactions have been recognized in the financial statements in the proper period. Accounting estimates are an integral part of the financial statements prepared by management and are based on management's knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ significantly from those expected. The most sensitive estimates affecting the City's financial statements are as follows: a. Management's estimate of the fair market value of investments, which is based on market values provided by outside sources. b. Management's estimate of the value of capital assets (infrastructure assets) is based on industry standards. c. The estimated useful lives of capital assets for depreciation purposes are based on industry standards. d. The annual required contributions, pension expense, net pension liability and corresponding deferred outflows of resources and deferred inflows of resources for the City's public defined benefit plans with CalPERS are based on actuarial valuations provided by CalPERS. e. The funded status and funding progress of the City's other post-employment benefit plan are based on an actuarial valuation. Significant Audit Findings (Continued) Qualitative Aspects of Accounting Practices (Continued) We evaluated the key factors and assumptions used to develop these estimates in determining that they were reasonable in relation to the financial statements taken as a whole. Certain financial statement disclosures are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting the financial statements were reported in Note X regarding the City's defined benefit plans and Note X regarding the City's other post-employment benefit plan. The financial statement disclosures are neutral, consistent, and clear. Difficulties Encountered in Performing the Audit We encountered no significant difficulties in dealing with management in performing and completing our audit. Corrected and Uncorrected Misstatements Professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that are clearly trivial, and communicate them to the appropriate level of management. Management has corrected all such misstatements. The following material misstatement detected as a result of audit procedures was corrected by management: • A restatement of beginning net position for governmental activities and beginning fund balances for governmental funds were recorded to adjust accounts receivable for uncollectible amounts. Disagreements with Management For purposes of this letter, a disagreement with management is a financial accounting, reporting, or auditing matter, whether or not resolved to our satisfaction, that could be significant to the financial statements or the auditors' report. We are pleased to report that no such disagreements arose during the course of our audit. Management Representations We have requested certain representations from management that are included in the management representation letter dated (Date of Independent Auditors' Report). Management Consultations with Other Independent Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters, similar to obtaining a "second opinion" on certain situations. If a consultation involves application of an accounting principle to the City's financial statements or a determination of the type of auditor's opinion that may be expressed on those statements, our professional standards require the consulting accountant to check with us to determine that the consultant has all the relevant facts. To our knowledge, there were no such consultations with other accountants. Significant Audit Findings (Continued) Other Audit Findings or Issues We generally discuss a variety of matters, including the application of accounting principles and auditing standards, with management each year prior to retention as the City's auditors. However, these discussions occurred in the normal course of our professional relationship and our responses were not a condition to our retention. Other Matters We applied certain limited procedures to management's discussion and analysis, (the schedule of proportionate share of the net pension liability and the schedule of contributions regarding the defined benefit pension plans OR the schedule of changes in the net pension liability and related ratios and the schedule of contributions regarding the defined benefit pension plans), schedule of funding progress regarding the other post-employment benefits plan, and budgetary comparison schedules, which are required supplementary information (RSI) that supplements the financial statements. Our procedures consisted of inquiries of management regarding 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 did not audit the RSI and do not express an opinion or provide any assurance on the RSI. We were engaged to report on the supplementary information, as identified in the table of contents, which accompany the financial statements but are not RSI. With respect to this supplementary information, we made certain inquiries of management and evaluated the form, content, and methods of preparing the information to determine that the information complies with accounting principles generally accepted in the United States of America, the method of preparing it has not changed from the prior period, and the information is appropriate and complete in relation to our audit of the financial statements. We compared and reconciled the supplementary information to the underlying accounting records used to prepare the basic financial statements or to the basic financial statements themselves. We were not engaged to report on the introductory and statistical sections, which accompany the financial statements but are not RSI. We did not audit or perform other procedures on this other information and we do not express an opinion or provide any assurance it. Restriction on Use This information is intended solely for the use of the City Council and management and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, California (Date of Independent Auditors' Report) MANAGEMENT LETTER To the Honorable Mayor, Members of City Council, and Management City of Cabbage Patch Cabbage Patch, California In planning and performing our audit of the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Cabbage Patch, California (the City) as of and for the year ended June 30, 20XX, in accordance with auditing standards generally accepted in the United States of America, we considered the City's internal control over financial reporting (internal control) as a basis for designing audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City'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 a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the City's financial statements will not be prevented, or detected and corrected, on a timely basis. Our consideration of internal control was for the limited purpose described in the first paragraph and was not designed to identify all deficiencies in internal control that might be material weaknesses. Given these limitations during our audit, we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. As discussed below, we identified certain matters involving the internal control and other operational matters that are presented for your consideration. This letter does not affect our report dated (Date of Independent Auditors' Report) on the financial statements of the City. Our comments and recommendations are intended to improve the internal control or result in other operating efficiencies. Our comments with our recommendations for improvement are summarized as follows: Deposits Auditor's Comment: The City collects deposits from developers and others that are typically refundable upon satisfaction of certain City terms. In some cases, the depositor forfeits the deposit, which the City would then record as revenue. During our review of deposit payable accounts, we noted that some deposit balances did not change from the prior year and some contained transactions over one year old. Upon further inquiry with management, it was determined that some deposits should be refunded and other deposits should be recognized as revenue. Also, in certain cases, supporting schedules of the deposit detail were unavailable and the age of the deposit could not be determined. We recommend the City analyze its outstanding deposits payable balances to determine the true balance of deposits payable that constitutes refundable deposits. Status of old deposits should be researched. The City should follow the escheating rules provided by Government Code Sections 50050 through 50055 that permit a City to transfer to the City's general fund any unclaimed deposits that have not been claimed in response to a public listing of the same for a two-week period. Deposits (Continued) Management's Response: Bank Reconciliations Auditor's Comment: In our review of the bank reconciliations, we noted unreconciled differences that could have been caused by the cumulative effect of a software glitch over several years. An important element of internal control over cash is the bank reconciliation process which enables staff to identify differences between bank balances and general ledger balances and resolve such differences in a timely manner. This process will provide for accurate general ledger balances and minimize the risk of misappropriation of cash. We recommend that the City investigate the cause for the unreconciled differences and correct the issue. Management's Response: Review of Bank Reconciliations and Journal Entries Auditor's Comment: The City's policy is to perform and review monthly bank reconciliations and corresponding journal entries in a timely manner. During our July interim fieldwork, we noted the February through May 2014 bank reconciliations and corresponding journal entries had not been reviewed, but were reviewed subsequent to the July interim fieldwork. Timely review of bank reconciliations and journal entries is an important part of the controls over cash. We recommend the City develop and implement procedures to ensure the timely review of bank reconciliations and journal entries. Management's Response: City's Responses to Findings The City's responses to the findings identified in our audit are described above. The City's responses were not subjected to the auditing procedures applied in the audit of the financial statements and, accordingly, we express no opinion on them. This communication is intended solely for the information and use of management, the City Council, and others within the City, and is not intended to be, and should not be, used by anyone other than these specified parties. Irvine, California (Date of Independent Auditors' Report) INDEPENDENT AUDITORS' REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS- CITY The Honorable Mayor and Members of the City Council of the City of Cabbage Patch Cabbage Patch, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the governmental activities, the business-type activities, each major fund, and the aggregate remaining fund information of the City of Cabbage Patch, California (the City), as of and for the year ended June 30, 20XX, and the related notes to the financial statements, which collectively comprise the City's basic financial statements and have issued our report thereon dated (Date of Independent Auditors' Report). Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the City'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 opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the City's internal control. Accordingly, we do not express an opinion on the effectiveness of the City'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 a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the City'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 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 material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. Compliance and Other Matters As part of obtaining reasonable assurance about whether the City's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. 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 not to provide an opinion on the effectiveness of the City's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Irvine, California (Date of Independent Auditors' Report) PROPOSER GUARANTEES AND WARRANTIES PROPOSER GUARANTEES AND WARRANTIES A. The proposer certifies it can and will provide and make available, at a minimum, all services set forth in Section II, Nature of Services Required. B. Proposer warrants that it is willing and able to obtain Professional Liability Insurance providing limits not less than one (1) million dollars of coverage for the willful or negligent acts, or omissions of any officers, employees or agents thereof, or show evidence of the ability to provide substitute security equal to the same limit. C. Proposer warrants that it will not delegate or subcontract its responsibilities under an agreement without the express prior written permission of the City of Tustin. D. Propose warrants that all information provided by it in connection with this proposal is true and accurate. Signature of Official: V\J" to' PtT:,t— Name: Nitin P. Patel, CPA Title: Engagement Partner Firm: White Nelson Diehl Evans LLP Date: February 18, 2016