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OB - Item 3A - Agreed Upon Procedures Report for Non-Housing FundsROSEMEAD SUCCESSOR AGENCY STAFF REPORT TO: THE HONORABLE CHAIR AND BOARD MEMBERS FROM: MATTHEW HAWKESWORTH, ASSISTANT CITY MANAGER DATE: DECEMBER 10, 2012 SUBJECT: AGREED UPON PROCEDURES REPORT FOR NON - HOUSING FUNDS SUMMARY On November 26, 2012 the Oversight Board received the draft report of the Agreed Upon Procedures review of all former redevelopment funds except housing and opened the public comment period. Since this meeting, one correction was made to the draft report and no public comments were received regarding the report. According to the Health and Safety Code regulations approved under AB 1484, the Oversight Board may now approve the report by resolution and transmit the report to the various required agencies. The one correction made to the report is in regards to the AB 1484 Demand Payment made on July 12, 2012 as directed by the Department of Finance. While the Agreed Upon Procedures review focused on the period through June 30, 2012, the payment made in July must be reported to accurately reflect the assets and liabilities of the Successor Agency. As such, Exhibit B -5 on page 15 was amended to reflect the payment in the amount of $1,222,008.46 and Exhibit B -4 was adjusted for the same amount so that the bottom line on Exhibit B -5 was not less than zero. After these adjustments have been made, the Successor Agency will not owe any additional funds back to the County. Staff Recommendation: That the Oversight Board accept the Agreed Upon Procedures Review as prepared by Vavrinek, Trine, Day and Co, LLP and approve Resolution 2012 -0012 approving the review. BACKGROUND Per Health and Safety Code Section 34179.5 each Successor Agency is required to employ a licensed accountant, approved by the county auditor - controller, with experience and expertise in local government accounting to conduct a due diligence review to determine the unobligated balances available for transfer to taxing entities. Due Diligence reviews of the Successor Agency's assets must be submitted to the Oversight Board, the County Auditor - Controller, the State Controller's Office and the Department of Finance by December 15, 2012. The Code also requires the Oversight Board to conduct two meetings for the review and approval of the report. The first meeting, tonight's meeting, is being held in order to receive public comment as required by Health and Safety Code Section 34179.6 and the second meeting will be held in order to approve the report. ITEM NO. Rosemead Successor Agency Oversight Board December 10, 2012 Page 2 of 3 Additionally, the Code requires a minimum of five (5) business days between the public comment meeting and the approval meeting. The agreed upon procedures review focused on all the Successor Agency's funds related for the former Rosemead Community Development Commission and the activities involving these funds as part of the winding down process through June 30, 2012. The review confirmed that all assets and responsibilities, where appropriate, had been transferred to the Successor Agency in accordance with the legislation. Additionally, the review confirmed that all expenditures that had been charged to the Low and Moderate Income Housing Fund were appropriate and in accordance with approved enforceable obligations. Report Findings Provided below is a summary of the report itemized by section of review: Procedure 1 — No significant findings were made and the report shows that all assets were transferred from the former Rosemead Community Development Commission to the Successor Agency on February 1, 2012. Procedure 2 — The report shows that the State Controller's Office has not completed a review of the transfer of assets as of January 31, 2012. A listing of all transfers was provided for the review and the Successor Agency believes that all the transfers has been made in accordance with ABx1 26 and AB 1484. Procedure 3 — There is no reportable action for Procedure 3 since the State Controller's Office did not conduct a review of the transfer of assets as of January 31, 2012. Procedure 4 — The City converted to a new financial system on July 1, 2011 and as a result a manual conversion was not entered into the previous financial system as of June 20, 2011. The Rosemead Community Development Commission made its mandatory pass- through payments in October 2011 for the 2010 -11 Fiscal Year; however the entry to accrue the entry into the old financial system was not made. This amount accounts for the $139,378.97 variance between the two reports. Procedure 5 — Confirmed the findings of the agreed upon procedures report for the Low and Moderate Income Fund that all balances were correct. Procedure 6 — Confirmed that the Successor Agency is holding $9,322,284.15 related to the 2006A, 2006B and 2010 Tax Allocation Bonds and that these assets are restricted by the Indentures of Trust. Procedure 7 — Confirmed that the Long -Term receivables reported by the Successor Agency are related to loan agreements and are considered Non Liquid Assets. Procedure 8 — Confirmed that the Successor Agency does not need to retain any current unrestricted assets for future obligations. Rosemead Successor Agency Oversight Board December 10, 2012 Page 3 of 3 Procedure 9 — Confirmed that the cash or cash equivalents reported by the Successor Agency as necessary to meet enforceable obligations did in fact tie out to the schedules. Procedure 10 — Concluded that the Successor Agency has obligations which meet or exceed the assets currently on hand and no funds must be remitted to the County for disbursement. PUBLIC NOTICE PROCESS This item has been noticed through the regular agenda notification process in accordance with the Brown Act. Prepared by: ff) Matthew E. Hawkesworth Assistant City Manager Attachments: Agreed Upon Procedures Review Resolution 2012 -0012 Rosemead Redevelopment Successor Agency Independent Accountants' Report on Applying Agreed -Upon Procedures pursuant to AB 1484 (All Other Funds) June 30, 2012 Vadnek, Trine, Day & Co., LLP Certified Public Accountants INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED -UPON PROCEDURES Oversight Board of the Rosemead Redevelopment Successor Agency Rosemead, California We have performed the Agreed -Upon Procedures enumerated in Exhibit A, which were agreed to by the California State Controller's Office, the California Department of Finance, the County Auditor - Controller, and the Rosemead Redevelopment Successor Agency (Successor Agency) to determine the Successor Agency's All Other Funds's unobligated balances that are available for transfer to taxing entities, solely to assist you in ensuring that the Successor Agency is complying with its statutory requirements with respect to Health and Safety Code Section 34179.5. Management of the Successor Agency is responsible for the accounting records pertaining to statutory compliance pursuant to Health and Safety Code Section 34179.5. This Agreed -Upon Procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in the 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. Exhibit A, Exhibits B through B -5, and Exhibit C identify the procedures and findings. We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion as to the appropriateness of the results summarized in Exhibit A, Exhibits B through B -5, and Exhibit C. 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. This report is intended solely for the information and use of the Successor Agency Oversight Board, the Successor Agency, the California State Controller's Office, the California Department of Finance, and the County Auditor - Controller, and is not intended to be and should not be used by anyone other than these specified parties. This restriction is not intended to limit distribution of this report, which is a matter of public record. �q✓r,.uE �T�,�e �Y 4"(0. LLP Rancho Cucamonga, California, November 27. 2012 8270 Aspen Street Rancho Cucamonga, GA 91730 Tel 909.466.4410 Fax: 909.466.4431 mw.vtdcpa.com FRESNO • LAGUNA HILLS • PALO ALTO • PLEASANTON • RANCHO CUCAMONGA • RIVERSIDE • SACRAMENTO Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A Our procedures and findings are as follows: A. All Other Funds of the Successor Agency For All Other Funds, the following procedures were performed: 1. Obtain from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency to the Successor Agency on February 1, 2012. Agree the amounts on this listing to account balances established in the accounting records of the Successor Agency. Identify in the Agreed - Upon Procedures (AUP) report the amount of the assets transferred to the Successor Agency as of that date. Findings — We obtained from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency (RDA) to the Successor Agency on February 1, 2012. We agreed the amounts on this listing to account balances established in the accounting records of the Successor Agency noting the total balance of all assets that were transferred (excluding Low and Moderate Income Housing Fund assets) to the Successor Agency on February 1, 2012, was $10,967,934.61, and consisted of cash and cash equivalents, accounts receivable, long -term receivable, and due from other funds. 2. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. If this has not yet occurred, perform the following procedures. A. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to the city, county, or city and county that formed the redevelopment agency for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. B. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Successor Agency to the city, county, or city and county that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Findings — The Successor Agency asserted the State Controller's Office has not completed a review of transfers required under both Health and Safety Code (HSC) Sections 34167.5 and 34178.8. A listing of transfers for the period January 1, 2011 through January 31, 2012, is included as Exhibit B of the AUP report. The listing at Exhibit B includes management's description of the purpose of the transfer. We traced each transfer to supporting documentation, noting no exceptions. It is noted the supporting documentation does not refer to an enforceable obligation, or include any other language requiring the transfer of assets. The Successor Agency has asserted that the transfer of these assets comply with both AB 1x26 and AB 1484. The Successor Agency also asserted no transfers were made from the Successor Agency to the city that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012. 3. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. If this has not yet occurred, perform the following procedures: A. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. B. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) [from the Successor Agency to any other public agency or private parties for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Findings — The Successor Agency asserted the State Controller's Office has not completed a review of transfers required under both HSC Sections 34167.5 and 34178.8. The Successor Agency also asserted no transfers were made from the former RDA or the Successor Agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012, and the period February 1, 2012 through June 30, 2012, respectively. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) 4. Perform the following procedures: A. Obtain from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency in the format set forth in the attached schedule for the fiscal periods indicated in the schedule. For purposes of this summary, the financial transactions should be presented using the modified accrual basis of accounting. End of year balances for capital assets (in total) and long -term liabilities (in total) should be presented at the bottom of this summary schedule for information purposes. B. Ascertain that for each period presented, the total of revenues, expenditures, and transfers accounts fully for the changes in equity from the previous fiscal period. C. Compare amounts in the schedule relevant to the fiscal year ended June 30, 2010, to the State Controller's Report filed for the Redevelopment Agency for that period. D. Compare amounts in the schedule for the other fiscal periods presented to account balances in the accounting records or other supporting schedules. Describe in the report the type of support provided for each fiscal period. Findings — We obtained from the Successor Agency a summary of the financial transactions of the former RDA and the Successor Agency. See Exhibit C. For each period presented, we footed total assets, liabilities, revenues, expenditures, other financing sources, net change in equity, beginning equity and ending equity, noting no exceptions. We noted the June 30, 2011, ending equity balance did not agree with the July 1, 2011, beginning equity balance. The Successor Agency asserted this was due to an adjustment resulting from a general ledger software conversion. We compared the amounts reported in the schedule for the fiscal year ended June 30, 2010, to the State Controller's Report filed for the former RDA. We noted total capital assets did not agree to the June 30, 2010 State Controller's report. We noted no other exceptions. We compared the fiscal year June 30, 2011, amounts reported in the schedule to the June 30, 2011, audited financial statements, noting no exceptions. For the 7 months ended January 31, 2012, and the 5 months ended June 30, 2012, we compared amounts reported in the schedule to the former RDA's and Successor Agency's general ledger, for the same periods, noting no exceptions. See Exhibit C. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) 5. Obtain from the Successor Agency a listing of all assets of the Low and Moderate Income Housing Fund as of June 30, 2012 for the report that is due October 1, 2012 and a listing of all assets of all other funds of the Successor Agency as of June 30, 2012 (excluding the previously reported assets of the Low and Moderate Income Housing Fund) for the report that is due December 15, 2012. When this procedure is applied to the Low and Moderate Income Housing Fund, the schedule attached as an exhibit will include only those assets of the Low and Moderate Income Housing Fund that were held by the Successor Agency as of June 30, 2012 and will exclude all assets held by the entity that assumed the housing function previously performed by the former redevelopment agency. Agree the assets so listed to recorded balances reflected in the accounting records of the Successor Agency. The listings should be attached as an exhibit to the appropriate AUP report. Findings — We obtained from the Successor Agency, a listing of all assets, excluding the Low and Moderate Income Housing Assets. We noted the total asset balance of the All Other Funds of the Successor Agency as of June 30, 2012, was $14,728,738.87 and consisted of cash and cash equivalents, cash with fiscal agent, current receivables, and long -term receivables. We traced the recorded balances to the accounting records of the Successor Agency noting no exceptions. See Exhibit B -1. 6. Obtain from the Successor Agency a listing of asset balances held on June 30, 2012, that are restricted for the following purposes: A. Unspent bond proceeds: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures, amounts set aside for debt service payments, etc.). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. B. Grant proceeds and program income that are restricted by third parties: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the grant agreement that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) C. Other assets considered to be legally restricted: i. The Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by Successor the Agency as restricted. D. Attach the above mentioned Successor Agency prepared schedule(s) as an exhibit to the AUP report. For each restriction identified on these schedules, indicate in the report the period of time for which the restrictions are in effect. If the restrictions are in effect unfit the related assets are expended for their intended purpose, this should be indicated in the report. Findings — As of June 30, 2012, the Successor Agency has classified assets totaling $9,322,284.15 as restricted unspent bond proceeds. Of this amount, $2,267,221.12 is identified as restricted for bond debt service reserve. We traced the $9,322,284.15 balance to the Successor Agency's accounting records, including the general ledger and trustee statements, noting no exceptions. We obtained a copy of the Indenture of Trust relating to the 2006A, 2006B, and the 2010A, Tax Allocation Bonds, noting the bonds were secured by pledged tax increment from the Redevelopment Project Area No. 1 and the Merged Project Areas, respectively. We noted the Indenture of Trust requires that the Agency covenant and agree to use the proceeds of the sale of the 2006A, 2006B, and the 2010A, Tax Allocation Bonds as provided in the Indenture of Trust. The Successor Agency asserted the Indenture of Trust specifies the restrictions are in effect until the related assets are expended for their intended purposes. See listing of restricted assets at Exhibit B -2. 7. Perform the following procedures: A. Obtain from the Successor Agency a listing of assets as of June 30, 2012, that are not liquid or otherwise available for distribution (such as capital assets, land held for resale, long -term receivables, etc.) and ascertain if the values are listed at either purchase cost (based on book value reflected in the accounting records of the Successor Agency) or market value as recently estimated by the Successor Agency. B. If the assets listed at 7(A) are listed at purchase cost, trace the amounts to a previously audited financial statement (or to the accounting records of the Successor Agency) and note any differences. C. For any differences noted in 7(B), inspect evidence of disposal of the asset and ascertain that the proceeds were deposited into the Successor Agency trust fund. If the differences are due to additions (this generally is not expected to occur), inspect the supporting documentation and note the circumstances. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) D. If the assets listed at 7(A) are listed at recently estimated market value, inspect the evidence (if any) supporting the value and note the methodology used. If no evidence is available to support the value and /or methodology, note the lack of evidence. Findings — We obtained from the Successor Agency a listing of assets as of June 30, 2012, that are not liquid, noting three assets were listed described as Long -Term Receivables totaling $2,474,014. We noted the asset values are recorded at cost. We traced each receivable balance to the general ledger and loan agreements, noting no exceptions. We noted one loan totaling $201,314 was related to an Affordable Housing Agreement. See Exhibit B -3 for the listing of Non Liquid Assets of the Successor Agency as of June 30, 2012. 8. Perform the following procedures: A. If the Successor Agency believes that asset balances need to be retained to satisfy enforceable obligations, obtain from the Successor Agency an itemized schedule of asset balances (resources) as of June 30, 2012 that are dedicated or restricted for the funding of enforceable obligations and perform the following procedures. The schedule should identify the amount dedicated or restricted, the nature of the dedication or restriction, the specific enforceable obligation to which the dedication or restriction relates, and the language in the legal document that is associated with the enforceable obligation that specifies the dedication of existing asset balances toward payment of that obligation. i. Compare all information on the schedule to the legal documents that form the basis for the dedication or restriction of the resource balance in question. ii. Compare all current balances to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. iii. Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule approved by the Califomia Department of Finance. iv. Attach as an exhibit to the report the listing obtained from the Successor Agency. Identify in the report any listed balances for which the Successor Agency was unable to provide appropriate restricting language in the legal document associated with the enforceable obligation. B. If the Successor Agency believes that future revenues together with balances dedicated or restricted to an enforceable obligation are insufficient to fund future obligation payments and thus retention of current balances is required, obtain from the Successor Agency a schedule of approved enforceable obligations that includes a projection of the annual spending requirements to satisfy each obligation and a projection of the annual revenues available to fund those requirements and perform the following procedures: Compare the enforceable obligations to those that were approved by the California Department of Finance. Procedures to accomplish this may include reviewing the letter from the California Department of Finance approving the Recognized Enforceable Obligation Payment Schedules for the six month period from January 1, 2012 through June 30, 2012, and for the six month period July 1, 2012 through December 31, 2012. ii. Compare the forecasted annual spending requirements to the legal document supporting each enforceable obligation. a. Obtain from the Successor Agency its assumptions relating to the forecasted annual spending requirements and disclose in the report major assumptions associated with the projections. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) 8.13. Continued iii. For the forecasted annual revenues: a. Obtain from the Successor Agency its assumptions for the forecasted annual revenues and disclose in the report major assumptions associated with the projections. C. If the Successor Agency believes that projected property tax revenues and other general purpose revenues to be received by the Successor Agency are insufficient to pay bond debt service payments (considering both the timing and amount of the related cash flows), obtain from the Successor Agency a schedule demonstrating this insufficiency and apply the following procedures to the information reflected in that schedule. i. Compare the timing and amounts of bond debt service payments to the related bond debt service schedules in the bond agreement. ii. Obtain the assumptions for the forecasted property tax revenues and disclose major assumptions associated with the projections. iii. Obtain the assumptions for the forecasted other general purpose revenues and disclose major assumptions associated with the projections. D. If procedures A, B, or C were performed, calculate the amount of current unrestricted balances necessary for retention in order to meet the enforceable obligations by performing the following procedures. i. Combine the amount of identified current dedicated or restricted balances and the amount of forecasted annual revenues to arrive at the amount of total resources available to fund enforceable obligations ii. Reduce the amount of total resources available by the amount forecasted for the annual spending requirements. A negative result indicates the amount of current unrestricted balances that needs to be retained. iii. Include the calculation in the AUP report. Findings — The Successor Agency asserted that asset balances as of June 30, 2012, do not need to be retained to satisfy enforceable obligations of the Successor Agency Trust Fund. As such, the procedures noted above were not performed. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) 9. If the Successor Agency believes that cash balances as of June 30, 2012, need to be retained to satisfy obligations on the Recognized Obligation Payment Schedule (ROPS) for the period of July 1, 2012 through June 30, 2013, obtain a copy of the final ROPS for the period of July 1, 2012 through December 31, 2012, and a copy of the final ROPS for the period January 1, 2013 through June 30, 2013. For each obligation listed on the ROPS, the Successor Agency should add columns identifying (1) any dollar amounts of existing cash that are needed to satisfy that obligation, and (2) the Successor Agency's explanation as to why the Successor Agency believes that such balances are needed to satisfy the obligation. Include this schedule as an attachment to the AUP report. Findings — We obtained, from the Successor Agency, a schedule listing dollar amounts of existing cash and cash equivalents needed to satisfy existing enforceable obligations. See Exhibit B -4. We traced the enforceable obligations listed on Exhibit B -4 to the Recognized Enforceable Obligation Payment Schedules for the six month period July 1, 2012 through December 31, 2012, noting no exceptions. The Successor Agency's explanation as to why the Successor Agency believes that such balances are needed to satisfy the obligation is described at Exhibit B -4. 10. Include (or present) a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Entities. Amounts included in the calculation should agree to the results of the procedures performed in each section above. The schedule should also include a deduction to recognize amounts already paid to the County Auditor - Controller on July 12, 2012, as directed by the California Department of Finance. The amount of this deduction presented should be agreed to evidence of payment. The attached example summary schedule may be considered for this purpose. Separate schedules should be completed for the Low and Moderate Income Housing Fund and for all other funds combined (excluding the Low and Moderate Income Housing Fund). Findings — We have included a schedule detailing the computation of the Balance Available for Allocation to Affected Taxing Entities. See Exhibit B -5. We noted the schedule includes a deduction totaling $1,222,008.46 to recognize amounts already paid to the County Auditor - Controller on July 12, 2012. We traced the amount of the deduction to evidence of payment, noting no exceptions. 11. Obtain a representation letter from Successor Agency management acknowledging their responsibility for the data provided to the practitioner and the data presented in the report or in any attachments to the report. Included in the representations should be an acknowledgment that management is not aware of any transfers (as defined by Section 34179.5) from either the former redevelopment agency or the Successor Agency to other parties for the period from January 1, 2011 through June 30, 2012 that have not been properly identified in the AUP report and its related exhibits. Management's refusal to sign the representation letter should be noted in the AUP report as required by attestation standards. Findings — The Successor Agency provided a management representation letter. No exceptions were noted. ! ! ;! \§ ). § / [ j§ \§ §§ (§ ) \ \ \\\\\} ) \{ /\ i \ \ o u \ u u u ! ) ) �\ § ) \ \ - \�� ) ) \ } ®)\® \\\\\} ) \{ /\ �~ \ o u \ u u u - \�� ) ) \ } ®)\® \\\\\} ) \{ /\ �~ \ \ \ \ \ \\ ) ) �\ § - \�� ) ) \ } ®)\® \\\\\} \ \ \ \ \ \\ ) ) \ § - \�� ) ) \ } ®)\® \\\\\} ) ) \ § !r; :� )) !\ ,! ))\ )( ) !): \ \\\ \ \\ c d7 ] i§ §§ . - -- (� \ \� ;R )| §§ \; \ )) 48 \ \ \ \ \\ ) - \\) !r; :� )) !\ ,! ))\ )( ) !): \ \\\ \ \\ c d7 Rosemead Redevelopment Successor Agency Exhibit B-1 All Other Assets - Listing of Assets As of June 30, 2012 - Unaudited Interest receivable Note: Excludes all assets held by the entity that assumed the housing function of the former RDA Assets Cash and Investments All Funds Combined Acct Acct name Cash/Investments w/ Fiscal Agent xxx -10001 Cash in City Treasury $ 92,372.97 xxx -10002 Cash in CDC 9,689,558.54 xxx -11210 LAW 8,229.12 xxx -11155 Total $ 9,790,160.63 Interest Receivable Acct Acct name 315 -12005 Interest receivable 140,481.27 Total 140,481.27 Cash/Investments w/ Fiscal Agent Acct Acct name xxx -11155 Cash w /fiscal agent - USB 2,267,221.12 Total 2,267,221.12 Other Acct Acct name xxx -12015 Accounts receivable 56,861.55 315 -12025 Long -term receivables 2,474,014.30 Total 2,530,875.85 TOTAL ASSETS AT 6/30/2012: $ 14,728,738.87 11 N 's k W u d 4 O �+ � O d � u o vi G Q e b W d m v u 3 p d � r d a , d w r7 d d 0 a N N a� W O F 0 W o U A $ q Cq d u d w d G d ti G o G o G U � 0 0 � 00 0 06 a Q O O b O C„7 O N O N O N O N U N N W N w a eA 0 0 0 0 p O U U U M �O V1 M z C o � o O m m M m Q � vi F z 0 V � Q V O 'A + V O V1 p w ] ] ] z F d a M U Q Q Q O W u O N Q O U U U v o o F Q P7 U N N a� W O F M Y_ W d �i L O y y d C e a m w w � v � c Y eo e xcz W U z w A F. O W � � O d � � O U F � O N H V U la z 0 y F y U W A F N a w Q a. 69 O O O R N 69 M 4l V1 V1 N N N O O O N N N i vi vi �n (n M M N > U U � a @ H [ � o 0 U r 0 a U c 0 a i W O F•� W as o o d m d o 0 0 0 U U V O O O 7 O O O O rn O l� O vi N h � N N a. 69 O O O R N 69 M 4l V1 V1 N N N O O O N N N i vi vi �n (n M M N > U U � a @ H [ � o 0 U r 0 a U c 0 a i W O F•� Rosemead Redevelopment Successor Agency Exhibit B-4 AB Other Funds June 30, 2012 Cash Balances Needed to Satisfy Obligations for the 2012/2013 FINAL ROPS Total $ 2,855,335.68 $ 1,710,432.26 14 EXISTING CASH APPROVED NEEDED TO ROPS LINE OBLIGATION SATISFY SUCCESSOR AGENCY ITEM PROJECT NAME ITEM AMOUNT OBLIGATION EXPLANATION Note: List only those obligations for which current balances are needed to satisfy obligations that will be placed on the ROPSfor the 2012 /13 fiscal 1 2006A Tax Increment Bonds 1 $ 1,158,465.63 $ 1,158,465.63 Approved on ROPS 11 and funded in 6/1/12 RPTTF payment. 2 2006B Tax Increment Bonds 2 595,468.13 551,966.63 Approved on ROPS II and partially funded in 6/1/12 RPTTF payment. 3 2010 Tax Increment Bonds 3 577,764.80 - Approved on ROPS U but insufficient RPTTF on 6/30/12 to cover obligation. 4 Continuing Disclosure on Bonds 4 5,200.00 - Approved on ROPS U but insufficient RPTTF on 6/30/12 to cover obligation. 5 Finance System 8 5,800.02 - Approved on ROPS 11 but insufficient RPTTF on 6/30/12 to cover obligation. 6 Property Tax Audits/Monitoring 11 6,300.00 - Approved on ROPS It but insufficient RPTTF on 6/30/12 to cover obligation. 7 2010 Tax Increment Bonds 3 404,132.08 - Approved on ROPS II but insufficient RPTTF on 6/30/12 to cover obligation. 8 Employee/Overhead Costs 19 102,205.02 - Approved on ROPS I1 but insufficient RPTTF on 6/30/12 to cover obligation. Total $ 2,855,335.68 $ 1,710,432.26 14 tn r L U C 0 m d u 0 UJ d a 0 7 d d d d b 7 Y w V3 r. OF N U w W C � N N U 3 � W � a..on o 0 s. N WvUi y U � � Y � a O U U a y a v . � � G N a N N � b � a y C � m o � a O 3 y O � N � y � Y a O O x O a a v N a ' W. O � U ti y � GJ U 7 y. a o � � N U U � � N � U U N y � � N y > � O F-� N a O as N m y N 7 .0 0 y G y N ti F-� 00 N U O !.n a n O OD 2 p O U U U 0 �y O G a.+ a� g o mA N U M C w O 7 a d a� w a � U N i N W W � o C O p . F� O 7 a U O P ) N T w O N CA O Y O a fy. . O a U �n U y N Q 7 G 6 O O N N N u m w N O w G O V O .d 0 U Y 0 N N . � T W O ti V o O a N fy O 0 O T d Y U y 1.y N 'b I--I 0 0 O 64 N W m F 0 C N P Q W C O U 0 a �i p L d U o N M � M N O 7 0o N R O_ N N h V3 r. OF N U w W C � N N U 3 � W � a..on o 0 s. N WvUi y U � � Y � a O U U a y a v . � � G N a N N � b � a y C � m o � a O 3 y O � N � y � Y a O O x O a a v N a ' W. O � U ti y � GJ U 7 y. a o � � N U U � � N � U U N y � � N y > � O F-� N a O as N m y N 7 .0 0 y G y N ti F-� 00 N U O !.n a n O OD 2 p O U U U 0 �y O G a.+ a� g o mA N U M C w O 7 a d a� w a � U N i N W W � o C O p . F� O 7 a U O P ) N T w O N CA O Y O a fy. . O a U �n U y N Q 7 G 6 O O N N N u m w N O w G O V O .d 0 U Y 0 N N . � T W O ti V o O a N fy O 0 O T d Y U y 1.y N 'b I--I 0 0 O 64 N W m F 0 C N P Q W C O U 0 a �i p Rosemead Redevelopment Successor Agency All Other Funds Summary of the Financial Transactions Assets Cash and 'investments Accounts receivable Interest receivable Due from City of Rosemead Long -term receivable Land held for resale Due to other funds Deterred cost Total Assets (Modred accrual basis) Redevelopment Agency 12 Months Ended 6/30/2010 $ 10,885,442 525,516 27,740 728,728 4,407,616 4,477,945 (Modified accrual basis) Redevelopment Agency 12 Months Ended 6/30/2011 Exhibit C Unaudited Unaudited (Modified accrual basis) Redevelopment Agency 7 Months Ended 1/31/2012 (Full accrual basis) Successor Agency 5 Months Ended 6/30/2012 $ 13,973,164 56,862 140,481 2,474,014 4,477,945 554,765 $ 21,677,231 $ 410,169 $ 11,904,763 59,916 766 884,737 226,314 4,477,945 $ 17,55 $ 15,753,435 433,212 8,213 226,314 4,407,616 4,477,945 S 21,052,987 $ 25,306,735 $ (177,375) 61,635 (2,194,385) 4,477,945 2,167,820 15,386,621 17,554,441 Liabilities Accounts payable and accrued liabilities Deposits payable Due to other funds Deferred revenue Due to other governments Advances from other funds Long -term debt, net Total Liabilities Equity Total Liabilities + Equity Total Revenues/Additions: Total Expenditures/Deductions: Total Other Financing Sources (Uses) $ 446,336 1,309,283 53,315 $ 858,569 100,000 727,478 53,315 4,477,945 6,286,879 14,766,108 21,052,987 6,383,764 6,858,521 (495,260) 10,138,978 4,477,945 6,217,307 19,089,428 25,306,735 7,023,594 12,839,252 Extraordinary item - Loss on Transfer of RDA to Successor Agency Trust Fund Net change in equity/net assets Beginning Equity/Net Assets: Ending Equity/Net Assets: (970,017) 15,736,125 $ 14,766,108 76,893 193,796 1,222,008 4,477,945 43,566,744 49,947,555 (28,270,324) 21,677,231 3,976,511 7,539,940 4,323,320 (3,563,429) 14,766,108 18,950,050 (1) S 19,089,428 (1) $ 15,386,621 Other Information (show year end balances for all three years presented) 3,543,981 1,840,959 (27,625,358) (25,922,336) $ (25,922,336) Capital assets as of end of year (2) $ 6,760,539 (3) $ 10,074,777 $ - (4) $ Lang -term debt as of end of year $ 37,225,542 $ 44,781,766 $ 43,566,744 $ 43,566,744 (1) - See explanation of difference at procedure #4 (2) - Net of accumulated depreciation and net of Rosemead Housing Development Corporation transactions. (3) - We noted the FY 2010 State Controller's Report excluded the capital assets of the former RDA. Allemately, we traced the capital asset balances to the FY 2010 audited financial statements. (4) - See procedure #2 and Exhibit B 16 RESOLUTION: 2012 -0012 A RESOLUTION OF THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION APPROVING THE LOW AND MODERATE INCOME FUND DUE DILIGENCE REVIEW WHEREAS, Assembly Bill 1484 amended Health and Safety Code Section 34179 requiring each Successor Agency to employ a licensed accounting firm to conduct a due diligence review of the Successor Agency's Funds; and WHEREAS, the Oversight Board for the Successor Agency to the Rosemead Community Development Commission selected Vavrinek, Trine, Day, and Co.,LLP to conduct the Due Diligence Review; and WHEREAS, on November 26, 2012 the Oversight Board for the Successor Agency to the Rosemead Community Development Commission opened the Public Comment period to review and accept comments on the Due Diligence Review; and WHEREAS, on December 10, 2012 the Oversight Board for the Successor Agency to the Rosemead Community Development Commission conducted a second meeting at least five (5) business days after the Public Comment period began to formally approve the Due Diligence Review. NOW THEREFORE, THE OVERSIGHT BOARD FOR THE SUCCESSOR AGENCY TO ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION HEREBY RESOLVES: The Due Diligence Review as prepared by Vavrinek, Trine, Day & Co., LLP is approved and shall be transmitted to the California Department of Finance, the State Controller's Office and the County Auditor - Controller. PASSED, APPROVED AND ADOPTED this 10th day of December 2012. Chairperson ATTEST: Matthew E. Hawkesworth Successor Agency Staff Assistant City Manager HEREBY CERTIFY that the above and foregoing resolution was duly passed and adopted by the Oversight Board for the Successor Agency to the Rosemead Community Development Commission at its special meeting held on the 10th day of December 2012, by the following vote, to wit: AYES: NOES: ABSENT: ABSTAINED: Matthew E. Hawkesworth Successor Agency Staff Assistant City Manager Rosemead Redevelopment Successor Agency Independent Accountants' Report on Applying Agreed -Upon Procedures pursuant to AB 1484 (All Other Funds) June 30, 2012 u Vavrinek, Trine, Day & Co., LLP Certified Public Accountants INDEPENDENT ACCOUNTANTS' REPORT ON APPLYING AGREED -UPON PROCEDURES Oversight Board of the Rosemead Redevelopment Successor Agency Rosemead, California We have performed the Agreed -Upon Procedures enumerated in Exhibit A, which were agreed to by the California State Controller's Office, the California Department of Finance, the County Auditor - Controller, and the Rosemead Redevelopment Successor Agency (Successor Agency) to determine the Successor Agency's All Other Funds's unobligated balances that are available for transfer to taxing entities, solely to assist you in ensuring that the Successor Agency is complying with its statutory requirements with respect to Health and Safety Code Section 34179.5. Management of the Successor Agency is responsible for the accounting records pertaining to statutory compliance pursuant to Health and Safety Code Section 34179.5. This Agreed -Upon Procedures engagement was conducted in accordance with attestation standards established by the American Institute of Certified Public Accountants. The sufficiency of these procedures is solely the responsibility of those parties specified in the 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. Exhibit A, Exhibits B through B -5, and Exhibit C identify the procedures and findings We were not engaged to and did not conduct an audit, the objective of which would be the expression of an opinion as to the appropriateness of the results summarized in Exhibit A, Exhibits B through B -5, and Exhibit C. 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. This report is intended solely for the information and use of the Successor Agency Oversight Board, the Successor Agency, the California State Controller's Office, the California Department of Finance, and the County Auditor - Controller, and is not intended to be and should not be used by anyone other than these specified parties. This restriction is not intended to limit distribution of this report, which is a matter of public record. �q✓rt,u��Tr „FC l Y co. LLo Rancho Cucamonga, California, November 27, 2012 8270 Aspen Street Rancho Cucamonga, CA 91730 Tel: 909.466.4410 Fax: 909.466.4431 www.vtdcpa.com FRESNO • LAGUNA HILLS • PALO ALTO • PLEASANTON • RANCHO CUCAMONGA • RIVERSIDE • SACRAMENTO Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A Our procedures and findings are as follows: A. All Other Funds of the Successor Agency For All Other Funds, the following procedures were performed: 1. Obtain from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency to the Successor Agency on February 1, 2012. Agree the amounts on this listing to account balances established in the accounting records of the Successor Agency. Identify in the Agreed - Upon Procedures (AUP) report the amount of the assets transferred to the Successor Agency as of that date. Findings — We obtained from the Successor Agency a listing of all assets that were transferred from the former redevelopment agency (RDA) to the Successor Agency on February 1, 2012. We agreed the amounts on this listing to account balances established in the accounting records of the Successor Agency noting the total balance of all assets that were transferred (excluding Low and Moderate Income Housing Fund assets) to the Successor Agency on February 1, 2012, was $10,967,934.61, and consisted of cash and cash equivalents, accounts receivable, long -term receivable, and due from other funds. 2. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. If this has not yet occurred, perform the following procedures. A. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the former redevelopment agency to the city, county, or city and county that formed the redevelopment agency for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. B. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the Successor Agency to the city, county, or city and county that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Findings — The Successor Agency asserted the State Controller's Office has not completed a review of transfers required under both Health and Safety Code (HSC) Sections 34167.5 and 34178.8. A listing of transfers for the period January 1, 2011 through January 31, 2012, is included as Exhibit B of the AUP report. The listing at Exhibit B includes management's description of the purpose of the transfer. We traced each transfer to supporting documentation, noting no exceptions. It is noted the supporting documentation does not refer to an enforceable obligation, or include any other language requiring the transfer of assets. The Successor Agency has asserted that the transfer of these assets comply with both AB 1x26 and AB 1484. The Successor Agency also asserted no transfers were made from the Successor Agency to the city that formed the redevelopment agency for the period from February 1, 2012 through June 30, 2012. 3. If the State Controller's Office has completed its review of transfers required under both Sections 34167.5 and 34178.8 and issued its report regarding such review, attach a copy of that report as an exhibit to the AUP report. If this has not yet occurred, perform the following procedures: A. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) from the fanner redevelopment agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. B. Obtain a listing prepared by the Successor Agency of transfers (excluding payments for goods and services) [from the Successor Agency to any other public agency or private parties for the period from February 1, 2012 through June 30, 2012. For each transfer, the Successor Agency should describe the purpose of the transfer and describe in what sense the transfer was required by one of the Agency's enforceable obligations or other legal requirements. Provide this listing as an attachment to the AUP report. C. For each transfer, obtain the legal document that formed the basis for the enforceable obligation that required any transfer. Note in the AUP report the absence of any such legal document or the absence of language in the document that required the transfer. Findings — The Successor Agency asserted the State Controller's Office has not completed a review of transfers required under both HSC Sections 34167.5 and 34178.8. The Successor Agency also asserted no transfers were made from the former RDA or the Successor Agency to any other public agency or to private parties for the period from January 1, 2011 through January 31, 2012, and the period February 1, 2012 through June 30, 2012, respectively. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) 4. Perform the following procedures: A. Obtain from the Successor Agency a summary of the financial transactions of the Redevelopment Agency and the Successor Agency in the format set forth in the attached schedule for the fiscal periods indicated in the schedule. For purposes of this summary, the financial transactions should be presented using the modified accrual basis of accounting. End of year balances for capital assets (in total) and long -term liabilities (in total) should be presented at the bottom of this summary schedule for information purposes. B. Ascertain that for each period presented, the total of revenues, expenditures, and transfers accounts fully for the changes in equity from the previous fiscal period. C. Compare amounts in the schedule relevant to the fiscal year ended June 30, 2010, to the State Controller's Report filed for the Redevelnnment Aoenev fnr that nerind D. Compare amounts in the schedule for the other fiscal periods presented to account balances in the accounting records or other supporting schedules. Describe in the report the type of support provided for each fiscal period. Findings — We obtained from the Successor Agency a summary of the financial transactions of the former RDA and the Successor Agency.' See Exhibit C. For each period presented, we footed total assets, liabilities, revenues, expenditures, other financing sources, net change in equity, beginning equity and ending equity, noting no exceptions. We noted the June 30, 2011, ending equity balance did not agree with the July 1, 2011, beginning equity balance. The Successor Agency asserted this was due to an adjustment resulting from a general ledger software conversion. We compared the amounts reported in the schedule for the fiscal year ended June 30, 2010, to the State Controller's Report filed for the former RDA. We noted total capital assets did not agree to the June 30, 2010 State Controller's report. We noted no other exceptions. We compared the fiscal year June 30, 2011, amounts reported in the schedule to the June 30, 2011, audited financial statements, noting no exceptions. For the 7 months ended January 31, 2012, and the 5 months ended June 30, 2012, we compared amounts reported in the schedule to the former RDA's and Successor Agency's general ledger, for the same periods, noting no exceptions. See Exhibit C. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) 5. Obtain from the Successor Agency a listing of all assets of the Low and Moderate Income Housing Fund as of June 30, 2012 for the report that is due October 1, 2012 and a listing of all assets of all other funds of the Successor Agency as of June 30, 2012 (excluding the previously reported assets of the Low and Moderate Income Housing Fund) for the report that is due December 15, 2012. When this procedure is applied to the Low and Moderate Income Housing Fund, the schedule attached as an exhibit will include only those assets of the Low and Moderate Income Housing Fund that were held by the Successor Agency as of June 30, 2012 and will exclude all assets held by the entity that assumed the housing function previously performed by the former redevelopment agency. Agree the assets so listed to recorded balances reflected in the accounting records of the Successor Agency. The listings should be attached as an exhibit to the appropriate AUP report. Findings — We obtained from the Successor Agency, a listing of all assets, excluding the Low and Moderate Income Housing Assets. We noted the total asset balance of the All Other Funds of the Successor Agency as of June 30, 2012, was $14,728,738.87 and consisted of cash and cash equivalents, cash with fiscal agent, current receivables, and long -tern receivables. We traced the recorded balances to the accounting records of the Successor Agency noting no exceptions. See Exhibit B -1. 6. Obtain from the Successor Agency a listing of asset balances held on June 30, 2012, that are restricted for the following purposes: A. Unspent bond proceeds: i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures, amounts set aside for debt service payments, etc.). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. B. Grant proceeds and program income that are restricted by third parties:. i. Obtain the Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the grant agreement that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by the Successor Agency as restricted. Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) C. Other assets considered to be legally restricted: L The Successor Agency's computation of the restricted balances (e.g., total proceeds less eligible project expenditures). ii. Trace individual components of this computation to related account balances in the accounting records, or to other supporting documentation (specify in the AUP report a description of such documentation). iii. Obtain from the Successor Agency a copy of the legal document that sets forth the restriction pertaining to these balances. Note in the AUP report the absence of language restricting the use of the balances that were identified by Successor the Agency as restricted. D. Attach the above mentioned Successor Agency prepared schedule(s) as an exhibit to the AUP report. For each restriction identified on these schedules, indicate in the report the period of time for which the restrictions are in effect. If the restrictions are in effect until the related assets are expended for their intended purpose, this should be indicated in the report. Findings — As of June 30, 2012, the Successor Agency has classified assets totaling $9,322,284.15 as restricted unspent bond proceeds. Of this amount, $2,267,221.12 is identified as restricted for bond debt service reserve. We traced the $9,322,284.15 balance to the Successor Agency's accounting records, including the general ledger and trustee statements, noting no exceptions. We obtained a copy of the Indenture of Trust relating to the 2006A, 2006B, and the 2010A, Tax Allocation Bonds, noting the bonds were secured by pledged tax increment from the Redevelopment Project Area No. 1 and the Merged Project Areas, respectively. We noted the Indenture of Trust requires that the Agency covenant and agree to use the proceeds of the sale of the 2006A, 2006B, and the 2010A, Tax Allocation Bonds as provided in the Indenture of Trust. The Successor Agency asserted the Indenture of Trust specifies the restrictions are in effect until the related assets are expended for their intended purposes. See listing of restricted assets at Exhibit B -2. 7. Perform the following procedures: A. Obtain from the Successor Agency a listing of assets as of June 30, 2012, that are not liquid or otherwise available for distribution (such as capital assets, land held for resale, long -term receivables, etc.) and ascertain if the values are listed at either purchase cost (based on book value reflected in the accounting records of the Successor Agency) or market value as recently estimated by the Successor Agency. B. If the assets listed at 7(A) are listed at purchase cost, trace the amounts to a previously audited financial statement (or to the accounting records of the Successor Agency) and note any differences. C. For any differences noted in 7(B), inspect evidence of disposal of the asset and ascertain that the proceeds were deposited into the Successor Agency trust fund. If the differences are due to additions (this generally is not expected to occur), inspect the supporting documentation and note the circumstances. M Rosemead Redevelopment Successor Agency Agreed -Upon Procedures Pursuant to AB 1484 - All Other Funds Exhibit A (Continued) D. If the assets listed at 7(A) are listed at recently estimated market value, inspect the evidence (if any) supporting the value and note the methodology used. If no evidence is available to support the value and/or methodology, note the lack of evidence. Findings — We obtained from the Successor Agency a listing of assets as of June 30, 2012, that are not liquid, noting three assets were listed described as Long -Term Receivables totaling $2,474,014. We noted the asset values are recorded at cost. We traced each receivable balance to the general ledger and loan agreements, noting no exceptions. We noted one loan totaling $201,314 was related to an Affordable Housing Agreement. See Exhibit B -3 for the listing of Non Liquid Assets of the Successor Agency as of June 30, 2012. 8. Perform the following procedures A. If the Successor Agency believes that asset balances need to be retained to satisfy enforceable obligations, obtain from the Successor Agency an itemized schedule of asset balances (resources) as of June 30, 2012 that are dedicated or restricted for the funding of enforceable obligations and perform the following procedures. The schedule should identify the amount dedicated or restricted, the nature of the dedication or restriction, the specific enforceable obligation to which the dedication or restriction relates, and the language in the legal document that is associated with the enforceable obligation that specifies the dedication of existing asset balances toward payment of that obligation. i. Compare all information on the schedule to the legal documents that form the basis for the dedication or restriction of the resource balance in question. ii. Compare all current balances to the amounts reported in the accounting records of the Successor Agency or to an alternative computation. iii. Compare the specified enforceable obligations to those that were included in the final Recognized Obligation Payment Schedule approved by the California Department of Finance. iv. Attach as an exhibit to the report the listing obtained from the Successor Agency. Identify in the report any listed balances for which the Successor Agency was unable to provide appropriate restricting language in the legal document associated with the enforceable obligation. B. If the Successor Agency believes that future revenues together with balances dedicated or restricted to an enforceable obligation are insufficient to fund future obligation payments and thus retention of current balances is required, obtain from the Successor Agency a schedule of approved enforceable obligations that includes a projection of the annual spending requirements to satisfy each obligation and a projection of the annual revenues available to fund those requirements and perform the following procedures: i. Compare the enforceable obligations to those that were approved by the California Department of Finance. Procedures to accomplish this may include reviewing the letter from the California Department of Finance approving the Recognized Enforceable Obligation Payment Schedules for the six month period from January 1, 2012 through June 30, 2012, and for the six month period July 1, 2012 through December 31, 2012. ii. Compare the forecasted annual spending requirements to the legal document supporting each enforceable obligation. a. Obtain from the Successor Agency its assumptions relating to the forecasted annual spending requirements and disclose in the report major assumptions associated with the projections. p F f g a Aso � °a o O & V3 p ? 5 E 9 S a v� ' waa '36 p a O v 5 E W c r m E 9@ L c eH og�5 av 3 oU3 �� off 0�8 $ as h fr 5� 5 b ap v "0 5 3 s s a w° � 5 « « OG R R R W H a a U U U U yS 3 - - � Q �Q W O W ° F i P% d < y [. e a � Al a a U U G e U U U U U m U w U � 2T w � a aaH r . a p F f g a Aso � °a o O & V3 p ? 5 E 9 S a v� ' waa '36 p a O v 5 E W c r m E 9@ L c eH og�5 av 3 oU3 �� off 0�8 $ as h fr 5� 5 b ap v "0 5 3 s s a w° Rosemead Redevelopment Successor Agency Exhibit B -1 All Other Assets - Listing of Assets As of June 30, 2012 - Unaudited Note: Excludes all assets held by the entity that assumed the housing function of theformer RDA Assets Cash and Investments All Funds Combined Acct Acct name xxx -10001 Cash in City Treasury S 92,372.97 xxx -10002 Cash in CDC 9,689,558.54 xxx -11210 LAIF 8,229.12 Total $ 9,790,160.63 Interest Receivable Acct Acct name 315 -12005 Interest receivable 140,481.27 11 Total 140,481.27 Cash/Investments w/ Fiscal Agent Acct Acct name xxx -11155 Cash w /fiscal agent - USB 2,267,221.12 Total 2,267,221.12 Other Acct Acct name xxx -12015 Accounts receivable 56,861.55 315 -12025 Long -tern receivables 2,474,014.30 Total 2,530,875.85 TOTAL ASSETS AT 6/30/2012: $ 14,728,738.87 11 N GQ a k W !� W 1 Q QI z 0 o U A FI U O O O O a q ' C A q A N N U y U ❑� C C U o O b o O O O O N N N N d 4 d W 0.l W Pq o 0 U U U U O O O O F H � M \D VI M lD M vl O O o0 O O O � rti ti o C W � Vl 0 W � F D O o C U J JA e. A v 0 a m 0 v v a W m N L d L i � � W Y N N O a F 0 U U d z 0 o U A FI U O O O O a q ' C A q A N N U y U ❑� C C U o O b o O O O O N N N N d 4 d W 0.l W Pq o 0 U U U U O O O O F H � M \D VI M lD M vl O O o0 O O O � rti ti o M V1 � Vl 0 w m v Y y O 0 J JA A v 0 a m 0 v v ti W N M fA 0 F K w m v Y y O 0 � � O a O f-0 U v U a a O y a y U U U •� � Vl Vl � .li O N .li U U U d ti W N M fA 0 F K w m v Y y d .r. O � O a O f-0 U ti W N M fA 0 F o� W u ° a b4 d 0 h q d u e m D d , p � y d d > O N d P O oo rn 'O m a 4 ° U w e PC 4 O d AN o Ep.a p > y F O d a�z W W z W w w A AW x �' F d w g W O C� > O U z � D A d O z E-4 U d Fa C7 z O F a u Fzl Q FI 0 A , p � y d > O N N W P P O oo U ° U R 0 7 4 O N N .G iTi O O U p > y F O d cl U ° ^° > v 'ate U Y U Y U O O O O O N N V N V N N 69 ti9 eq 0 C 0 0 N N N Vl V1 i V1 M M M 0 F d > U �i I� O a a d N N U U H H C 0 O O a a M Rosemead Redevelopment Successor Agency Exhibit B4 _ All Other Funds June 30, 2012 Cash Balances Needed to Satisfy Obligations for the 2012/2013 FINAL ROPS Total $ 2,855,335.68 $ 1,710,432.26 14 EXISTING CASH APPROVED NEEDED TO ROPS LINE OBLIGATION SATISFY SUCCESSOR AGENCY ITEM PROJECT NAME ITEM AMOUNT OBLIGATION EXPLANATION Note. List only those obligations for which current balances are needed to satisfy obligations that will be placed on the ROPSfor the 2012 /13 fiscal 1 2006A Tax Increment Bonds 1 $ 1,158,465.63 $ 1,158,465.63 Approved on ROPS II and funded in 6/1/12 RPM payment 2 2006B Tax Increment Bands 2 595,468.13 551,966.63 Approved on ROPS II and partially funded in 6/1/12 RPTTF payment- 3 2010 Tax Increment Bonds 3 577,764.80 - Approved on ROPS II but insufficient RPM on 6/30/12 to cover obligation. 4 Continuing Disclosure on Bonds 4 5,200.00 - Approved on ROPS D but ' insufficient RPTTF on 6/30/12 to cover obligation. 5 Finance System 8 5,800.02 - Approved on ROPS II but insufficient RPM on 6/30112 to cover obligation. 6 Property Tax Audits/Monitoring 11 6,300.00 - Approved on ROPS II but insufficient RPTTF on 6/30/12 to cover obligation. 7 2010 Tax Increment Bonds 3 404,132.08 - Approved on ROPS II but insufficient RPM on 6/30/12 to cover obligation. 8 Employee /Overhead Costs 19 102,205.02 - Approved on ROPS B but insufficient RPTTF on 6/30/12 to cover obligation. Total $ 2,855,335.68 $ 1,710,432.26 14 d a W d W F d y O T O a u Q � m w u r+ u y r d � o u � y � � R d � ai p w W O W d u W 6 C E Fi d m m ' U O 3 0 N O M ti O U d O h U u rA rA A b (5 W W O H O N N U 3 � w y N G Cd o o O � N U FU. A p V O b y q y C m Y u o w q 4 C 3 y A Y � G a- d O O 0 O a Y v, b 0 N m N N O ° b U V s y t v b0 w y Ui N d d o > y U W a r b O a y h b p u h N y O N U O m m ° i m a n U b U O 15 Q O m d' N y t�a0. O C. b 0 0 c p 'd y N 7 4 w U N T �O . � U � ca O a Q � v U � a .°D O A N ° a v 0 T U y w^ M N N O N Y O y O b m y N A y d a N Q v 7 O O N N N v T 0 G O U 0 d 0 U O N N q w O C O N C � G Q Q N ` O w O U 9� O T v y U m � N v a R W H N Q O w 0 U O N a N L 0 0 as � 4 �_ N M 7 w O z Y a+ Y a w w w o N W n V V N N O � ON v d a W d W F d y O T O a u Q � m w u r+ u y r d � o u � y � � R d � ai p w W O W d u W 6 C E Fi d m m ' U O 3 0 N O M ti O U d O h U u rA rA A b (5 W W O H O N N U 3 � w y N G Cd o o O � N U FU. A p V O b y q y C m Y u o w q 4 C 3 y A Y � G a- d O O 0 O a Y v, b 0 N m N N O ° b U V s y t v b0 w y Ui N d d o > y U W a r b O a y h b p u h N y O N U O m m ° i m a n U b U O 15 Q O m d' N y t�a0. O C. b 0 0 c p 'd y N 7 4 w U N T �O . � U � ca O a Q � v U � a .°D O A N ° a v 0 T U y w^ M N N O N Y O y O b m y N A y d a N Q v 7 O O N N N v T 0 G O U 0 d 0 U O N N q w O C O N C � G Q Q N ` O w O U 9� O T v y U m � N v a R W H N Q O w 0 U O N a N L 0 0 Rosemead Redevelopment Successor Agency All Other Funds Summary of the Financial Transactions Assets Cash and investments Accounts receivable Interest receivable Due from City of Rosemead Long -term receivable Land held for resale Due to other funds Deferred cast Total Assets Liabilities Accounts payable and seemed liabilities Deposits payable Due to other funds Deferred revenue Due to other governments Advances from other funds Long -term debt, net Total Liabilities Equity Total Liabilities + Equity Total Revenues/Additions: Total Expenditures/Deductions: Total Other Financing Sources (Uses) Extraordinary item - Loss on Transfer of RDA to Successor Agency Trust Fund Net change in equity/net assets Beginning Equity/Net Assets: Ending Equity/Net Assets: (Modified accrual basis) Redevelopment Agency 12 Months Ended 6/30/2010. $ 10,885,442 525,516 27,740 728,728 (Modified accrual basis) Redevelopment Agency 12 Months Ended 6/302011 $ 15,753,435 433,212 8,213 226,314 4,407,616. 4,407,616 4,477,945 4,477,945 $ 21,052,987 $ 25,306,735 $ 446,336 $ 1,309,283 53,315 4,477,945 6,286,879 14,766,108 21,052,987 6,383,764 858,569 100,000 727,478 53,315 4,477,945 6,217,307 19,089,428 25,306,735 7,023,594 6,858,521 12,839,252 (495,260) 10,138,978 Unaudited (Modified accrual basis) Redevelopment Agency 7 Months Ended 1/31/2012 $ 11,904,763 59,916 766 884,737 226,314 4,477,945 $ 17,554,441 $ (177,375) 61,635 (2,194,385) 4,477,945 2,167,820 15,386,621 17,554,441 3,976,511 7,539,940 (970,017) 4,323,320 (3,563,429) 15,736,125 14,766,108 18,950,050 (1) $ 14,766,108 $ 19,089,428 (1) $ 15,386,621 Other information (show year end balances for all three years presented): Exhibit C Unaudited (Full accrual basis) Successor Agency 5 Months Ended 6130/2012 $ 13,973,164 56,862 140,481 2,474,014 4,477,945 554,765 $ 21,677,231 $ 410,169 76,893 193,796 1,222,008 4,477,945 43,566,744 49,947,555 (28,270,324) 21,677,231 3,543,981 1,840,959 (27,625,358) (25,922,336) $ (25,922,336) Capital assets as of end of year (2) $ 6,760,539 (3) $ 10,074,777 $ _ (4) $ Long -term debt as of end of year $ 37,225,542 $ 44,781,766 $ 43,566,744 $ 43,566,744 (1) - See explanation of difference at procedure 94 (2) - Net of accumulated depreciation and net of Rosemead Housing Development Corporation transactions. (3) - We noted the FY 2010 State Controller's Report excluded the capital assets of the former RDA. Alternately, we traced the capital asset balances to the FY 2010 audited financial statements. (4) - See procedure #2 and Exhibit B 16