NEW ISSUE - FULL BOOK-ENTRY RATING: Standard & Poor’s: “AAA” BANK QUALIFIED See “RATING” herein. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications described herein, under existing law, the interest on the Refunding Bonds is excluded from gross income for federal income tax purposes, and such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations, such interest is taken into account in determining certain income and earnings and the Refunding Bonds are "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986, as amended. In the further opinion of Bond Counsel, such interest is exempt from California personal income taxes. See “LEGAL MATTERS - Tax Exemption.” $4,600,000 CITY OF SAN CARLOS (San Mateo County, California) 2015 General Obligation Refunding Bonds Dated: Date of Delivery Due August 1, as shown on inside front cover Issuance. The general obligation refunding bonds captioned above (the “Refunding Bonds”) are being issued by the City of San Carlos, California (the “City”) under provisions of the California Government Code and under a Resolution adopted by the City Council of the City (the “City Council”) on February 9, 2015 (the “Bond Resolution”). See “THE REFUNDING BONDS - Authority for Issuance.” Purpose. The Refunding Bonds are being issued to refinance the City’s outstanding 2005 General Obligation Refunding Bonds (the “2005 Bonds”). The 2005 Bonds were issued to refund the City’s General Obligations Bonds, Series 1996. The 2005 Bonds are currently the only outstanding general obligation bonds of the City. See “REFINANCING PLAN.” Security. The Refunding Bonds are general obligations of the City, payable solely from ad valorem property taxes levied by the City and collected by San Mateo County (the “County”). The City Council is empowered and is obligated to annually levy ad valorem taxes for the payment of interest on, and principal of, the Refunding Bonds upon all property subject to taxation by the City, without limitation of rate or amount (except certain personal property which is taxable at limited rates). See “SECURITY FOR THE REFUNDING BONDS.” Book-Entry Only. The Refunding Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”). The Refunding Bonds are issuable as fully registered securities in denominations of $5,000 or any integral multiple of $5,000. Purchasers of the Refunding Bonds (the “Beneficial Owners”) will not receive physical certificates representing their interest in the Refunding Bonds. See “THE REFUNDING BONDS” and “APPENDIX E - DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Payments. Interest on the Refunding Bonds accrues from the date of delivery and is payable semiannually on February 1 and August 1 of each year, commencing August 1, 2015. Payments of principal and interest on the Refunding Bonds will be paid by MUFG Union Bank, N.A., as Paying Agent, to DTC for subsequent disbursement to DTC Participants, which will remit such payments to the Beneficial Owners of the Refunding Bonds. See “THE REFUNDING BONDS - Description of the Refunding Bonds.” No Redemption. The Refunding Bonds are not subject to redemption prior to maturity. See “THE REFUNDING BONDS - No Redemption.” Financial Advisor. The following firm, serving as financial advisor to the City, has structured this issue. Maturity Schedule (See inside cover) Cover Page. This cover page contains certain information for general reference only. It is not a summary of all the provisions of the Refunding Bonds. Prospective investors must read the entire Official Statement to obtain information essential to making an informed investment decision. The Refunding Bonds were sold and awarded by competitive bid held on March 5, 2015, subject to the conditions set forth in the Official Notice of Sale. The Refunding Bonds will be offered when, as and if issued, subject to the approval as to legality by Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel to the City, and subject to certain other conditions. Jones Hall is also serving as Disclosure Counsel to the City. Certain legal matters are being passed upon for the City by the City Attorney. It is anticipated that the Refunding Bonds, in book entry form, will be available for delivery through the facilities of DTC in New York, New York, on or about March 24, 2015. Wells Fargo Bank, National Association The date of this Official Statement is March 5, 2015. $4,600,000 CITY OF SAN CARLOS 2015 General Obligation Refunding Bonds MATURITY SCHEDULE (Base CUSIP†: 797083) Maturity Date (August 1) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Principal Amount $410,000.00 250,000.00 265,000.00 290,000.00 320,000.00 365,000.00 390,000.00 415,000.00 435,000.00 460,000.00 485,000.00 515,000.00 Interest Rate 3.000% 3.000 3.000 3.000 3.000 3.000 3.000 2.000 2.000 2.000 2.000 2.000 Yield 0.200% 0.280 0.550 0.900 1.100 1.300 1.400 1.600 1.750 1.850 1.900 2.000 Price 100.986 103.669 105.718 106.919 108.052 108.761 109.692 102.763 101.933 101.281 100.934 100.000 CUSIP† CB6 CC4 CD2 CE0 CF7 CG5 CH3 CJ9 CK6 CL4 CM2 CN0 † Copyright 2014, American Bankers Association. CUSIP data herein are provided by Standard & Poor's CUSIP Service Bureau, a division of The McGraw-Hill Companies, Inc., and are provided for convenience of reference only. Neither the City nor the Purchaser assumes any responsibility for the accuracy of these CUSIP data. GENERAL INFORMATION ABOUT THIS OFFICIAL STATEMENT Use of Official Statement. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. This Official Statement is not a contract between any bond owner and the City or the Purchaser. No Offering Except by This Official Statement. No dealer, broker, salesperson or other person has been authorized by the City or the Purchaser to give any information or to make any representations other than those contained in this Official Statement and, if given or made, such other information or representation must not be relied upon as having been authorized by the City or the Purchaser. No Unlawful Offers or Solicitations. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sale of the Refunding Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. Information in Official Statement. The information set forth in this Official Statement has been furnished by the City and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness. Estimates and Forecasts. When used in this Official Statement and in any continuing disclosure by the City in any press release and in any oral statement made with the approval of an authorized officer of the City or any other entity described or referenced herein, the words or phrases “will likely result,” “are expected to”, “will continue”, “is anticipated”, “estimate”, “project”, “forecast”, “expect”, “intend” and similar expressions identify “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those contemplated in such forward-looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to be differences between forecasts and actual results, and those differences may be material. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, give rise to any implication that there has been no change in the affairs of the City or any other entity described or referenced herein since the date hereof. Involvement of Purchaser. The following statement has been included in this Official Statement on behalf of the Purchaser of the Refunding Bonds: The Purchaser has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities to investors under the Federal Securities Laws as applied to the facts and circumstances of this transaction, but the Purchaser does not guarantee the accuracy or completeness of such information. Stabilization of and Changes to Offering Prices. The Purchaser may overallot or take other steps that stabilize or maintain the market prices of the Refunding Bonds at levels above that which might otherwise prevail in the open market. If commenced, the Purchaser may discontinue such market stabilization at any time. The Purchaser may offer and sell the Refunding Bonds to certain securities dealers, dealer banks and banks acting as agent at prices lower than the public offering prices stated on the inside cover page of this Official Statement, and those public offering prices may be changed from time to time by the Purchaser. Document Summaries. All summaries of the Bond Resolution or other documents referred to in this Official Statement are made subject to the provisions of such documents and qualified in their entirety to reference to such documents, and do not purport to be complete statements of any or all of such provisions. No Securities Laws Registration. The Refunding Bonds have not been registered under the Securities Act of 1933, as amended, in reliance upon exceptions therein for the issuance and sale of municipal securities. The Refunding Bonds have not been registered or qualified under the securities laws of any state. Effective Date. This Official Statement speaks only as of its date, and the information and expressions of opinion contained in this Official Statement are subject to change without notice. Neither the delivery of this Official Statement nor any sale of the Refunding Bonds will, under any circumstances, give rise to any implication that there has been no change in the affairs of the City, the County, the other parties described in this Official Statement, or the condition of the property within the City since the date of this Official Statement. Website. The City maintains a website. However, the information presented on the website is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Refunding Bonds CITY OF SAN CARLOS (SAN MATEO COUNTY, CALIFORNIA) CITY COUNCIL Ron Collins, Mayor Cameron Johnson, Vice Mayor Matt Grocott, Council Member Robert Grassilli, Council Member Mark Olbert, Council Member CITY OFFICIALS AND STAFF Jeff D. Maltbie, City Manager Rebecca Mendenhall, Administrative Services Director Tracy Kwok, Financial Services Manager Crystal Mui, City Clerk Gregory J. Rubens, City Attorney PROFESSIONAL SERVICES BOND AND DISCLOSURE COUNSEL Jones Hall, A Professional Law Corporation San Francisco, California FINANCIAL ADVISOR NHA Advisors San Rafael, California BOND REGISTRAR, TRANSFER AGENT, AND PAYING AGENT MUFG Union Bank, N.A. San Francisco, California TABLE OF CONTENTS Page INTRODUCTION ............................................................................................................................................. 1 THE REFINANCING PLAN ............................................................................................................................. 3 SOURCES AND USES OF FUNDS ............................................................................................................... 4 THE REFUNDING BONDS ............................................................................................................................. 5 Authority for Issuance ................................................................................................................................ 5 Description of the Refunding Bonds........................................................................................................... 5 Payment ..................................................................................................................................................... 6 No Redemption .......................................................................................................................................... 6 Registration, Transfer and Exchange of Bonds ......................................................................................... 6 Defeasance ................................................................................................................................................ 7 DEBT SERVICE SCHEDULE ......................................................................................................................... 8 SECURITY FOR THE REFUNDING BONDS ................................................................................................. 9 Ad Valorem Taxes ...................................................................................................................................... 9 Debt Service Fund...................................................................................................................................... 9 Limited Obligation..................................................................................................................................... 10 PROPERTY TAXATION ............................................................................................................................... 10 Property Tax Collection Procedures ........................................................................................................ 10 Taxation of State-Assessed Utility Property ............................................................................................. 11 Assessed Valuation .................................................................................................................................. 11 Tax Rates ................................................................................................................................................. 12 Tax Levies and Delinquencies ................................................................................................................. 12 Major Taxpayers....................................................................................................................................... 14 Direct and Overlapping Debt .................................................................................................................... 14 CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING CITY REVENUES AND APPROPRIATIONS ............................................................................................................................ 16 Article XIIIA of the State Constitution ....................................................................................................... 16 Legislation Implementing Article XIIIA...................................................................................................... 16 Article XIIIB of the State Constitution ....................................................................................................... 17 Articles XIIIC and XIIID of the State Constitution ..................................................................................... 18 Proposition 62 .......................................................................................................................................... 18 Proposition 1A .......................................................................................................................................... 19 Possible Future Initiatives ........................................................................................................................ 20 LEGAL MATTERS ........................................................................................................................................ 20 Tax Exemption ......................................................................................................................................... 20 Absence of Material Litigation .................................................................................................................. 21 CONTINUING DISCLOSURE ....................................................................................................................... 21 RATING ......................................................................................................................................................... 22 FINANCIAL ADVISOR .................................................................................................................................. 22 COMPETITIVE SALE OF BONDS ................................................................................................................ 22 EXECUTION ................................................................................................................................................. 23 APPENDIX A - FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE CITY OF SAN CARLOS AND SAN MATEO COUNTY APPENDIX B - FISCAL YEAR 2013-14 COMPREHENSIVE ANNUAL FINANCIAL REPORT APPENDIX C - PROPOSED FORM OF OPINION OF BOND COUNSEL APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE APPENDIX E - DTC AND THE BOOK-ENTRY ONLY SYSTEM -i- __________________________________ OFFICIAL STATEMENT __________________________________ $4,600,000 CITY OF SAN CARLOS (San Mateo County, California) 2015 General Obligation Refunding Bonds The purpose of this Official Statement, which includes the cover page, inside cover page and attached appendices, is to set forth certain information concerning the sale and delivery of the Refunding Bonds captioned above (the “Bonds”) by the City of San Carlos, California (the “City”). All capitalized terms used in this Official Statement, unless noted otherwise, have the meanings set forth in the Bond Resolution (as defined below). INTRODUCTION This Introduction is not a summary of this Official Statement. It is only a brief description of and guide to, and is qualified by, more complete and detailed information contained in the entire Official Statement and the documents summarized or described herein. A full review should be made of the entire Official Statement. The offering of Bonds to potential investors is made only by means of the entire Official Statement. The City. The City is located in San Mateo County (the “County”), California (the “State”). The City was incorporated in 1925. As of January 1, 2014, the City had a population estimate of 29,219 persons. For demographic and financial information regarding the City and County, see “APPENDIX A - FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE CITY OF SAN CARLOS AND SAN MATEO COUNTY” and “APPENDIX B - FISCAL YEAR 2013-14 COMPREHENSIVE ANNUAL FINANCIAL REPORT.” Purpose of the Issuance. The Refunding Bonds are being issued to refinance the City’s outstanding City of San Carlos 2005 General Obligation Refunding Bonds, which were issued on December 20, 2005 in the aggregate principal amount of $8,115,000 (the “2005 Bonds”). The 2005 Bonds are currently outstanding in the aggregate principal amount of $6,095,000. See “REFINANCING PLAN.” Authority for Issuance. The Refunding Bonds are being issued under Articles 9 and 11 of Chapter 3 of Part 1 of Division 2 of Title 5 of the Government Code (the “Bond Law”) and a resolution adopted by the City Council of the City (the “City Council”) on February 9, 2015 (the “Bond Resolution”). Security and Sources of Payment for the Refunding Bonds. The Refunding Bonds are general obligations of the City payable solely from ad valorem property taxes levied by the City and collected by the County. The City Council is empowered and is obligated to annually levy ad valorem taxes for the payment of interest on, and principal of, the Refunding Bonds upon all property subject to taxation by the City, without limitation of rate or amount (except with -1- respect to certain personal property which is taxable at limited rates). See “SECURITY FOR THE REFUNDING BONDS.” Payment and Registration of the Refunding Bonds. The Refunding Bonds will be dated their date of original issuance and delivery (the “Dated Date”) and will be issued as fully registered bonds, without coupons, in the denominations of $5,000 or any integral multiple of $5,000, registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”), and will be available under the book-entry system maintained by DTC, only through brokers and dealers who are or act through DTC Participants as described below. Beneficial Owners will not be entitled to receive physical delivery of the Refunding Bonds. See “THE REFUNDING BONDS” and “APPENDIX E - DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Interest on the Refunding Bonds accrues from the Dated Date and is payable semiannually on February 1 and August 1 of each year, commencing August 1, 2015. See “THE REFUNDING BONDS - Description of the Refunding Bonds.” No Early Redemption. The Refunding Bonds are not subject to redemption prior to their maturity as described in “THE REFUNDING BONDS - Redemption.” Tax Matters. Assuming compliance with certain covenants and provisions of the Internal Revenue Code of 1986, in the opinion of Bond Counsel, interest on the Refunding Bonds will not be includable in gross income for federal income tax purposes although it may be includable in the calculation for certain taxes. Also, in the opinion of Bond Counsel, interest on the Refunding Bonds will be exempt from State of California (the “State”) personal income taxes. See “LEGAL MATTERS – Tax Exemption” herein. Bank Qualified. The City has designated the Refunding Bonds as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986. Such section provides an exception to the prohibition against the ability of a “financial institution” (as defined in the Internal Revenue Code of 1986) to deduct its interest expense allocable to tax-exempt interest. See “LEGAL MATTERS – Tax Exemption” herein. Other Information. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of documents referred to in this Official Statement and information concerning the Refunding Bonds are available from the City of San Carlos City Clerk, 600 Elm Street, San Carlos, California 94070, (650) 802-4100. The City may impose a charge for copying, mailing and handling. -2- THE REFINANCING PLAN Authority and Purpose of Issue. At an election held on June 4, 1996, more than twothirds of the voters of the City approved a proposition authorizing the issuance by the City of general obligation bonds in the aggregate principal amount of $8,000,000, for the purpose of providing funds for the construction of public library facilities (the “1996 Authorization”). Pursuant to the 1996 Authorization, the City issued bond designated the “City of San Carlos General Obligation Bonds, Series 1996” in the aggregate principal amount of $8,000,000 (the “1996 Bonds”). Thereafter, on December 20, 2005, the City refunded the 1996 Bonds in full from the proceeds of the 2005 Bonds. The Refunding Bonds are being issued by the City to refund all outstanding maturities of the 2005 Bonds, as identified in the following tables. CITY OF SAN CARLOS Identification of Refunded 2005 Bonds Maturities to be Refunded (August 1) 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 CUSIP† 797083 BP6 797083 BQ4 797083 BR2 797083 BS0 797083 BT8 797083 BU5 797083 BV3 797083 BW1 797083 BX9 797083 BY7 797083 BZ4 797083 CA8 Principal Amount Redeemed $330,000 365,000 385,000 415,000 450,000 475,000 515,000 550,000 590,000 630,000 670,000 720,000 $6,095,000 Redemption Date 4/9/2015 4/9/2015 4/9/2015 4/9/2015 4/9/2015 4/9/2015 4/9/2015 4/9/2015 4/9/2015 4/9/2015 4/9/2015 4/9/2015 Redemption Price (% of Par Amount Redeemed) 100.0% 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0 † CUSIP Copyright American Bankers Association. CUSIP data herein is provided by Standard & Poor’s CUSIP Service Bureau, a division of McGraw Hill Companies, Inc. Neither the City nor the Purchaser is responsible for the accuracy of such data. Irrevocable Escrow Fund Deposit. Pursuant to an Escrow Agreement, dated as of date of issuance of the Refunding Bonds (the “Escrow Agreement”), between the City and MUFG Union Bank, N.A., San Francisco, California, as escrow agent for the 2005 Bonds (the “Escrow Agent”), the City will deliver the net proceeds of the Refunding Bonds, together with a contribution from the debt service fund established for the 2005 Bonds, for deposit in an escrow fund (the "Escrow Fund") established under the Escrow Agreement, which is sufficient to cause the payment and redemption of the 2005 Bonds in accordance with the table above. Such amounts will be used to pay the principal of and interest on the 2005 Bonds, including the redemption price of the 2005 Bonds, as set forth above, together with accrued interest to April 9, 2015, being the date of redemption thereof. The amounts held by the Escrow Bank in the Escrow Fund are pledged solely to the payment of the 2005 Bonds. The funds deposited in the Escrow Fund will not be available for the payment of debt service with respect to the Refunding Bonds. -3- SOURCES AND USES OF FUNDS The estimated sources and uses of funds with respect to the Refunding Bonds will be applied as follows: Sources of Funds Principal Amount of Bonds Original Issue Premium/(Discount) 2005 Debt Service Fund Contribution(1) Total Sources $4,600,000.00 174,273.25 1,483,637.19 $6,257,910.44 Uses of Funds Deposit to Escrow Fund Costs of Issuance(2) Total Uses $6,410,641.22 117,269.22 $6,257,910.44 (1) Represents funds accumulated in the existing debt service fund for the 2005 Bonds, which will be applied to the redemption of the 2005 Bonds. (2) All estimated costs of issuance including, but not limited to, Purchaser’s discount, printing costs, and fees of Bond Counsel, Disclosure Counsel, the Financial Advisor, Escrow Bank, and the rating agency. -4- THE REFUNDING BONDS Authority for Issuance The Refunding Bonds are being issued to defease and redeem the 2005 Bonds under the Refunding Bond Law and the Resolution. The 1996 Authorization provided the original authority for issuance of general obligation bonds by the City. See “THE REFINANCING PLAN.” Description of the Refunding Bonds Book-Entry Form. The Refunding Bonds will be issued in book-entry form only, and will be initially issued and registered in the name of Cede & Co. as nominee of The Depository Trust Company, New York, New York (“DTC”). Purchasers of the Refunding Bonds (the “Beneficial Owners”) will not receive physical certificates representing their interest in the Refunding Bonds. Payments of principal of and interest on the Refunding Bonds will be paid by the Paying Agent to DTC for subsequent disbursement to DTC Participants which will remit such payments to the Beneficial Owners of the Refunding Bonds. As long as DTC’s book-entry method is used for the Refunding Bonds, the Paying Agent will send any notice of prepayment or other notices to owners only to DTC. Any failure of DTC to advise any DTC Participant, or of any DTC Participant to notify any Beneficial Owner, of any such notice and its content or effect will not affect the validity or sufficiency of the proceedings relating to the prepayment of the Refunding Bonds called for prepayment or of any other action premised on such notice. The Paying Agent, the City, and the Purchaser of the Refunding Bonds have no responsibility or liability for any aspects of the records relating to or payments made on account of beneficial ownership, or for maintaining, supervising or reviewing any records relating to beneficial ownership, of interests in the Refunding Bonds. See “APPENDIX E - DTC AND THE BOOK-ENTRY ONLY SYSTEM.” Interest. Interest on the Refunding Bonds is payable semiannually on February 1 and August 1 of each year (each, an “Interest Payment Date”), commencing August 1, 2015. Interest on the Refunding Bonds is payable from the Interest Payment Date next preceding the date of authentication thereof unless: 1. a Bond is authenticated as of an Interest Payment Date, in which event it will bear interest from such date, 2. a Bond is authenticated prior to an Interest Payment Date and after the close of business on the 15th day of the month preceding the Interest Payment Date (each, a “Record Date”), in which event it will bear interest from such Interest Payment Date, 3. a Bond is authenticated on or before July 15, 2015, in which event it shall bear interest from the Closing Date, or -5- 4. at the time of authentication of a Bond, interest is in default thereon, in which event it will bear interest from the Interest Payment Date to which interest has previously been paid or made available for payment thereon. Interest on the Refunding Bonds will be calculated on the basis of a 360-day year comprised of twelve 30-day months. Denominations and Maturity. The Refunding Bonds shall be issued in the denomination of $5,000 each or any integral multiple of $5,000. The Refunding Bonds mature on August 1 in the years and amounts set forth on the inside cover page hereof. See the maturity schedule on the inside cover page hereof and “DEBT SERVICE SCHEDULE” below. Payment Interest on the Refunding Bonds (including the final interest payment upon maturity) is payable by check of the Paying Agent mailed to the owner thereof at such owner’s address as it appears on the Registration Books (as defined below) at the close of business on the 15th day of the month preceding the Interest Payment Date, except that at the written request of the Owner of at least $1,000,000 aggregate principal amount of the Refunding Bonds, which written request is on file with the Paying Agent as of any Record Date, interest on such Bonds shall be paid by wire transfer on the succeeding Interest Payment Date to an account in the United States of America as shall be specified in such written request. Principal of and premium (if any) on the Refunding Bonds is payable in lawful money of the United States of America upon presentation and surrender at the principal office of the Paying Agent. No Redemption The Refunding Bonds are not subject to redemption prior to their respective stated maturities. Registration, Transfer and Exchange of Bonds If the book-entry system as described above and in Appendix E is no longer used with respect to the Refunding Bonds, the following provisions will govern the registration, transfer, and exchange of the Refunding Bonds. Registration Books. The Paying Agent will keep or cause to be kept sufficient books for the registration and transfer of the Refunding Bonds (the “Registration Books”), which will at all times be open to inspection by the City upon reasonable notice; and, upon presentation for such purpose, the Paying Agent shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on said books, the Refunding Bonds. Transfer. Any Bond may, in accordance with its terms, be transferred, upon the Registration Books, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Bond for cancellation at the principal office of the Paying Agent, accompanied by delivery of a written instrument of transfer in a form approved by the Paying Agent, duly executed. -6- Whenever any Bond or Bonds are surrendered for transfer, the City will execute and the Paying Agent will authenticate and deliver a new Bond or Bonds, for like aggregate principal amount. Exchange. Bonds may be exchanged at the principal office of the Paying Agent for a like aggregate principal amount of Bonds of authorized denominations and of the same maturity. The City may charge a reasonable sum for each new Bond issued upon any exchange. Defeasance The City has the option to pay and discharge the entire indebtedness on all or any portion of the outstanding Bonds in any one or more of the following ways: (a) by paying or causing to be paid the principal of and interest on such Bonds, as and when the same become due and payable; (b) by irrevocably depositing, in trust, at or before maturity, money or securities in the necessary amount to pay such Bonds and all unpaid interest thereon to maturity; or (c) by delivery such Bonds to the Paying Agent for cancellation by it. “Federal Securities” means: (a) any direct general obligations of the United States of America (including obligations issued or held in book entry form on the books of the Department of the Treasury of the United States of America), for which the full faith and credit of the United States of America are pledged; (b) obligations of any agency, department or instrumentality of the United States of America, the timely payment of principal and interest on which are directly or indirectly secured or guaranteed by the full faith and credit of the United States of America. -7- DEBT SERVICE SCHEDULE The following tables show the debt service schedule with respect to the Refunding Bonds. CITY OF SAN CARLOS 2015 GENERAL OBLIGATION REFUNDING BONDS Debt Service Schedule Year Ending August 1 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 Total Bonds Principal $410,000.00 250,000.00 265,000.00 290,000.00 320,000.00 365,000.00 390,000.00 415,000.00 435,000.00 460,000.00 485,000.00 515,000.00 $4,600,000.00 Bonds Interest $40,534.17 102,600.00 95,100.00 87,150.00 78,450.00 68,850.00 57,900.00 46,200.00 37,900.00 29,200.00 20,000.00 10,300.00 $674,184.17 -8- Total Bonds Debt Service $450,534.17 352,600.00 360,100.00 377,150.00 398,450.00 433,850.00 447,900.00 461,200.00 472,900.00 489,200.00 505,000.00 525,300.00 $5,274,184.17 SECURITY FOR THE REFUNDING BONDS Ad Valorem Taxes Bonds Payable from Ad Valorem Property Taxes. The Refunding Bonds are general obligations of the City, payable solely from ad valorem property taxes levied by the City and collected by the County. The City is empowered and is obligated to annually levy ad valorem taxes for the payment of the Refunding Bonds and the interest thereon upon all property within the City subject to taxation by the City, without limitation of rate or amount (except certain personal property which is taxable at limited rates). Levy and Collection. The City will levy and the County will collect such ad valorem taxes in such amounts and at such times as is necessary to ensure the timely payment of debt service. Such taxes, when collected, will be deposited into a debt service fund for the Refunding Bonds, which is maintained by the City and which is irrevocably pledged for the payment of principal of and interest on the Refunding Bonds when due. Property taxes within the City are assessed and collected by the County in the same manner and at the same time, and in the same installments as other ad valorem taxes on real property, and will have the same priority, become delinquent at the same times and in the same proportionate amounts, and bear the same proportionate penalties and interest after delinquency, as do the other ad valorem taxes on real property. As described below, the County has adopted the Teeter Plan which provides that the City will receive all of the property taxes which are levied by the City, and that any penalties and interest on delinquent taxes will be retained by the County. See “PROPERTY TAXATION – Alternative Method of Tax Apportionment – Teeter Plan.” Annual Tax Rates. The amount of the annual ad valorem tax levied by the City to repay the Refunding Bonds will be determined by the relationship between the assessed valuation of taxable property in the City and the amount of debt service due on the Refunding Bonds. Fluctuations in the annual debt service on the Refunding Bonds and the assessed value of taxable property in the City may cause the annual tax rate to fluctuate. Economic and other factors beyond the City’s control, such as economic recession, deflation of land values, a relocation out of the City or financial difficulty or bankruptcy by one or more major property taxpayers, or the complete or partial destruction of taxable property caused by, among other eventualities, earthquake, flood or other natural disaster, could cause a reduction in the assessed value within the City and necessitate a corresponding increase in the annual tax rate. Debt Service Fund The City will establish the Debt Service Fund (the “Debt Service Fund”), which will be established as a separate fund to be maintained distinct from all other funds of the City. All taxes levied by the City pursuant to the Bond Resolution for the payment of the principal of and interest and premium (if any) on the Refunding Bonds will be deposited in the Debt Service Fund by the City promptly upon the receipt from the County. The Debt Service Fund is pledged for the payment of the principal of and interest and premium (if any) on the Refunding Bonds when and as the same become due. The City will transfer amounts in the Debt Service Fund, to the extent necessary to pay the principal of and interest on the Refunding Bonds as the same -9- become due and payable, to the Paying Agent as required to pay the principal of and interest and premium (if any) on the Refunding Bonds. If, after payment in full of the Refunding Bonds, any amounts remain on deposit in the Debt Service Fund, the City shall transfer such amounts to its General Fund, to be applied solely in a manner which is consistent with the requirements of applicable state and federal tax law. Limited Obligation The Refunding Bonds are payable solely from the proceeds of an ad valorem tax levied by the City, and collected by the County, for the payment of principal and interest on the Refunding Bonds. Although the County is obligated to collect the ad valorem tax for the payment of the Refunding Bonds, the Refunding Bonds are not a debt of the County. PROPERTY TAXATION Property Tax Collection Procedures In California, property which is subject to ad valorem taxes is classified as “secured” or “unsecured.” The “secured roll” is that part of the assessment roll containing state assessed public utilities’ property and property, the taxes on which are a lien on real property sufficient, in the opinion of the county assessor, to secure payment of the taxes. A tax levied on unsecured property does not become a lien against such unsecured property, but may become a lien on certain other property owned by the taxpayer. Every tax which becomes a lien on secured property has priority over all other liens arising pursuant to State law on such secured property, regardless of the time of the creation of the other liens. Secured and unsecured property are entered separately on the assessment roll maintained by the county assessor. The method of collecting delinquent taxes is substantially different for the two classifications of property. Property taxes on the secured roll are due in two installments, on November 1 and August 1 of each fiscal year. If unpaid, such taxes become delinquent after December 10 and April 10, respectively, and a 10% penalty attaches to any delinquent payment. In addition, property on the secured roll with respect to which taxes are delinquent is declared tax defaulted on or about June 30 of the fiscal year. Such property may thereafter be redeemed by payment of the delinquent taxes and a delinquency penalty, plus a redemption penalty of 1-1/2% per month to the time of redemption. If taxes are unpaid for a period of five years or more, the property is subject to sale by the County. Property taxes are levied for each fiscal year on taxable real and personal property situated in the taxing jurisdiction as of the preceding January 1. A bill enacted in 1983, SB813 (Statutes of 1983, Chapter 498), however, provided for the supplemental assessment and taxation of property as of the occurrence of a change of ownership or completion of new construction. Thus, this legislation eliminated delays in the realization of increased property taxes from new assessments. As amended, SB813 provided increased revenue to taxing jurisdictions to the extent that supplemental assessments of new construction or changes of ownership occur subsequent to the January 1 lien date and result in increased assessed value. Property taxes on the unsecured roll are due on the January 1 lien date and become delinquent, if unpaid on the following August 31. A 10% penalty is also attached to delinquent -10- taxes in respect of property on the unsecured roll, and further, an additional penalty of 1-1/2% per month accrues with respect to such taxes beginning the first day of the third month following the delinquency date. The taxing authority has four ways of collecting unsecured personal property taxes: (1) a civil action against the taxpayer; (2) filing a certificate in the office of the county clerk specifying certain facts in order to obtain a judgment lien on certain property of the taxpayer; (3) filing a certificate of delinquency for record in the county recorder’s office, in order to obtain a lien on certain property of the taxpayer; and (4) seizure and sale of personal property, improvements or possessory interests belonging or assessed to the assesse. The exclusive means of enforcing the payment of delinquent taxes in respect of property on the secured roll is the sale of the property securing the taxes for the amount of taxes which are delinquent. Taxation of State-Assessed Utility Property The State Constitution provides that most classes of property owned or used by regulated utilities be assessed by the State Board of Equalization (“SBE”) and taxed locally. Property valued by the SBE as an operating unit in a primary function of the utility taxpayer is known as “unitary property,” a concept designed to permit assessment of the utility as a going concern rather than assessment of each individual element of real and personal property owned by the utility taxpayer. State-assessed unitary and “operating nonunitary” property (which excludes nonunitary property of regulated railways) is allocated to the counties based on the situs of the various components of the unitary property. Except for unitary property of regulated railways and certain other excepted property, all unitary and operating nonunitary property is taxed at special county-wide rates and tax proceeds are distributed to taxing jurisdictions according to statutory formulae generally based on the distribution of taxes in the prior year. Assessed Valuation Assessed Valuation History. The table below shows a ten-year history of the City’s assessed valuation. Table 1 CITY OF SAN CARLOS Assessed Valuations of All Taxable Property Fiscal Years 2005-06 to 2014-15 Fiscal Year 2005-06 2006-07 2007-08 2008-09 2009-10 2010-11 2011-12 2012-13 2013-14 2014-15 Local Secured $5,108,074,277 5,525,277,159 5,925,054,990 6,318,801,937 6,483,444,670 6,545,627,269 6,650,545,810 6,863,241,430 7,277,773,418 7,665,902,586 Net Unsecured $316,458,147* 316,089,613* 337,894,181 329,100,047 299,137,744 289,541,082 280,928,376 269,345,842 401,155,969 299,060,205 Total $5,425,236,220 5,841,946,170 6,262,955,875 6,647,908,574 6,782,588,792 6,835,175,513 6,931,483,093 7,132,596,256 7,678,937,110 7,964,970,123 % Change -1.04% 7.21 6.15 2.03 0.78 1.41 2.90 7.66 3.72 ________________* Net Unsecured assessed valuations vary from the numbers in the City’s audited financial statements which were $316,187,349 for 2005-06 and $316,693,245 for 2006-07. Source: California Municipal Statistics Inc. -11- Tax Rates The table below summarizes the total ad valorem tax rates levied by all taxing entities in Tax Rate Area 11-001, the largest tax rate area in the City. Table 2 CITY OF SAN CARLOS Summary of Ad Valorem Tax Rates $1 per $100 of Assessed Valuation Fiscal Years 2010-11 to 2014-15 (Tax Rate Area 11-001) Ad Valorem Tax General Tax Rate City of San Carlos San Carlos School District Sequoia Union High School District San Mateo Community College District Total Tax Rate 2010-11 2011-12 2012-13 2013-14 2014-15 1.0000 .0089 .0528 .0311 .0193 1.1121 1.0000 .0089 .0535 .0358 .0199 1.1181 1.0000 .0088 .0528 .0356 .0194 1.1166 1.0000 .0084 .0775 .0313 .0194 1.1366 1.0000 .0082 .0768 .0433 .0190 1.1473 ________________________ Source: California Municipal Statistics, Inc. Tax Levies and Delinquencies The Board of Supervisors of the County has adopted the Alternative Method of Distribution of Tax Levies and Collections and of Tax Sale Proceeds (the “Teeter Plan”), as provided for in Section 4701 et seq. of the California Revenue and Taxation Code. Under the Teeter Plan, each entity levying property taxes in the County may draw on the amount of uncollected secured taxes credited to its fund, in the same manner as if the amount credited had been collected. The City participates in the Teeter Plan, and thus receives 100% of secured property taxes levied in exchange for foregoing any interest and penalties collected on delinquent taxes. So long as the Teeter Plan remains in effect, the City’s receipt of revenues with respect to the levy of ad valorem property taxes will not be dependent upon actual collections of the ad valorem property taxes by the County. However, under the statute creating the Teeter Plan, the Board of Supervisors can under certain circumstances terminate the Teeter Plan in part or in its entirety with respect to the entire County and, in addition, the Board of Supervisors can terminate the Teeter Plan with respect to the City if the delinquency rate for all ad valorem property taxes levied within the City in any year exceeds 3%. In the event that the Teeter Plan were terminated, the amount of the levy of ad valorem property taxes in the City would depend upon the collections of the ad valorem property taxes and delinquency rates experienced with respect to the parcels within the City. Notwithstanding that the City receives its property tax revenues under the Teeter Plan, irrespective of delinquencies, the following table shows secured tax charges and delinquencies within the City during the past five years. -12- Table 3 CITY OF SAN CARLOS Secured Tax Charges and Delinquencies Fiscal Years 2009-10 to 2013-14 2009-10 2010-11 2011-12 2012-13 2013-14 Amt. Del. Secured Tax June 30 Charge (1) $565,557.15 $9,131.70 577,319.20 6,335.19 583,566.37 5,766.35 599,436.91 5,778.18 607,306.90 2,848.77 % Del June 30 1.61% 1.10 0.99 0.96 0.47 ____________________ (1) City’s general obligation bond debt service levy Source: California Municipal Statistics, Inc. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] -13- Major Taxpayers The following table shows the twenty largest taxpayers in the City as determined by their secured assessed valuations in 2014-15. The City cannot determine from County assessment records whether individual persons, corporations or other organizations are liable for tax payments with respect to multiple properties held in various names that in aggregate may be larger than is suggested by the table below. A large concentration of ownership in a single individual or entity results in a greater amount of tax collections which are dependent upon that property owner’s ability or willingness to pay property taxes. Table 4 CITY OF SAN CARLOS Largest 2014-15 Local Secured Taxpayers Property Owner 1. SPK-Skyway Landing LLC 2. Black Mountain Holdings LLC 3. BMR-201 Industrial Rd. LLC 4. L-3 Communications Corporation 5. Vica Capital LLC 6. San Carlos Retail Venture LP 7. ECI Two San Carlos LLC 8. Longs Drug Stores Inc. 9. Brittan Corners Shopping Center LLC 10. S. Stephen Makashima Trust 11. G.W. Williams Co. 12. Trinity Investment Company 13. Kelly-Moore Paint Co. Inc. 14. ARE-San Francisco No. 29 LLC 15. HD Development of Maryland Inc. 16. LSP Properties LLC 17. California Water Service Co. 18. Tanklage Family Partnership 19. Russell A. Margiotta Trust 20. Delta Star Inc. Primary Land Use Office Building Industrial Industrial Industrial Industrial Shopping Center Industrial Commercial Shopping Center Commercial Industrial Residential Properties Industrial Office Building Shopping Center Commercial Water Company Industrial Industrial Industrial Assessed Valuation $ 73,663,990 39,126,518 39,026,759 38,774,635 22,541,876 21,916,865 19,629,468 19,375,161 18,957,518 18,180,158 17,580,943 16,762,184 15,575,678 15,551,404 15,542,411 13,715,797 13,705,738 11,985,518 11,206,309 10,900,796 $453,719,726 Total (1) 0.96% 0.51 0.51 0.51 0.29 0.29 0.26 0.25 0.25 0.24 0.23 0.22 0.20 0.20 0.20 0.18 0.18 0.16 0.15 0.14 5.92% ______________________ (1) 2014-15 Local Secured Assessed Valuation: $7,665,902,586 Source: California Municipal Statistics, Inc. Direct and Overlapping Debt Set forth below is a direct and overlapping debt report (the “Debt Report”) prepared by California Municipal Statistics, Inc. and effective February 1, 2015. The Debt Report is included for general information purposes only. The City has not reviewed the Debt Report for completeness or accuracy and makes no representation in connection therewith. The Debt Report generally includes long-term obligations sold in the public credit markets by public agencies whose boundaries overlap the boundaries of the City in whole or in part. Such long-term obligations generally are not payable from revenues of the City (except as indicated) nor are they necessarily obligations secured by land within the City. In many cases, long-term obligations issued by a public agency are payable only from the general fund or other revenues of such public agency. -14- The contents of the Debt Report are as follows: (1) the first column indicates the public agencies which have outstanding debt as of the date of the Debt Report and whose territory overlaps the City; (2) the second column shows the percentage that the City’s assessed valuation represents of the total assessed valuation of each public agency identified in the first column; and the third column is an apportionment of the dollar amount of each public agency’s outstanding debt to property in the City, as determined by multiplying the total outstanding debt of each agency by the percentage of the City’s assessed valuation represented in the second column. Table 5 CITY OF SAN CARLOS STATEMENT OF DIRECT AND OVERLAPPING BONDED DEBT (As of February 1, 2015) 2014-15 Assessed Valuation: $7,964,970,123 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT: San Mateo Community College District Sequoia Union High School District Belmont-Redwood Shores School District Belmont-Redwood Shores School District Belmont School Facilities Improvement District Belmont-Redwood Shores School District Redwood Shores School Facilities Improvement District Redwood City School District San Carlos School District City of San Carlos TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT % Applicable DIRECT AND OVERLAPPING GENERAL FUND DEBT: San Mateo County General Fund Obligations San Mateo County Board of Education Certificates of Participation Redwood City School District Certificates of Participation City of San Carlos General Fund Obligations Midpeninsula Regional Park District General Fund Obligations TOTAL DIRECT AND OVERLAPPING GENERAL FUND DEBT OVERLAPPING TAX INCREMENT DEBT (Successor Agency): (2) 6.223 0.322 2.797 95.763 100. 4.805% 4.805 2.797 100. 3.838 Debt 2/1/15 $ 25,844,173 50,097,731 1,153,782 2,174,405 73,674 1,010,737 84,888,461 (1) 6,095,000 $171,337,963 $22,106,114 526,148 18,518 8,800,000 5,987,543 $37,438,323 $13,315,000 $222,091,286(2) COMBINED TOTAL DEBT (1) 4.805% 11.577 3.656 Excludes issue to be sold. Excludes tax and revenue anticipation notes, enterprise revenue, mortgage revenue and non-bonded capital lease obligations. Ratios to 2014-15 Assessed Valuation: Direct Debt ($6,095,000) Total Direct and Overlapping Tax and Assessment Debt Combined Total Debt ($14,895,000) Combined Total Debt 0.08% 2.15 0.19 2.79 Ratio to Redevelopment Incremental Valuation ($657,748,143): Total Overlapping Tax Increment Debt 2.02 Source: California Municipal Statistics, Inc. -15- CONSTITUTIONAL AND STATUTORY PROVISIONS AFFECTING CITY REVENUES AND APPROPRIATIONS Principal of and interest on the Refunding Bonds are payable from the proceeds of an ad valorem tax levied by the City for the payment thereof. See “THE REFUNDING BONDS” and “SECURITY FOR THE REFUNDING BONDS” above. Articles XIIIA, XIIIB, XIIIC and XIIID of the State Constitution, Propositions 62, 111, and 218 and 1A, and certain other provisions of law discussed below are included in this section to describe the potential effect of these Constitutional and statutory measures on the ability of the City to levy taxes and spend tax proceeds for operating and other purposes, and it should not be inferred from the inclusion of such materials that these laws impose any limitation on the ability of the City to levy taxes for payment of the Refunding Bonds. The tax levied by the City for payment of the Refunding Bonds was approved by the City’s voters in compliance with Article XIIIA and all applicable laws. Article XIIIA of the State Constitution On June 6, 1978, California voters approved Proposition 13, which added Article XIIIA to the State Constitution. Article XIIIA, as amended, limits the amount of any ad valorem tax on real property to one percent of the full cash value thereof, except that additional ad valorem taxes may be levied to pay debt service (i) on indebtedness approved by the voters prior to July 1, 1978, (ii) on bonded indebtedness approved by a two-thirds vote on or after July 1, 1978, for the acquisition or improvement of real property or (iii) bonded indebtedness incurred by a school district, community college district or county office of education for the construction, reconstruction, rehabilitation or replacement of school facilities, including the furnishing and equipping of school facilities or the acquisition or lease of real property for school facilities, approved by 55 percent of the voters voting on the proposition. Article XIIIA defines full cash value to mean “the county assessor’s valuation of real property as shown on the 1975-76 tax bill under “full cash value,” or thereafter, the appraised value of real property when purchased, newly constructed, or a change in ownership has occurred after the 1975 assessment.” This full cash value may be increased at a rate not to exceed two percent per year to account for inflation. Article XIIIA has subsequently been amended to permit reduction of the “full cash value” base in the event of declining property values caused by damage, destruction or other factors, to provide that there would be no increase in the “full cash value” base in the event of reconstruction of property damaged or destroyed in a disaster, and in other minor or technical ways. Legislation Implementing Article XIIIA Legislation has been enacted and amended a number of times since 1978 to implement Article XIIIA. Under current law, local agencies are no longer permitted to levy directly any property tax (except to pay voter-approved indebtedness). The one percent property tax is automatically levied by the County and distributed according to a formula among taxing agencies. The formula apportions the tax roughly in proportion to the relative shares of taxes levied prior to 1989. Increases of assessed valuation resulting from reappraisals of property due to new construction, change in ownership or from the two percent annual adjustment are allocated -16- among the various jurisdictions in the “taxing area” based upon their respective “situs.” Any such allocation made to a local agency continues as part of its allocation in future years. All taxable property is shown at full market value on the tax rolls. Consequently, the tax rate is expressed as $1 per $100 of taxable value. All taxable property value included in this Official Statement is shown at 100 percent of market value (unless noted differently) and all tax rates reflect the $1 per $100 of taxable value. Article XIIIB of the State Constitution In addition to the limits Article XIIIA imposes on property taxes that may be collected by local governments, certain other revenues of the State and most local governments are subject to an annual “appropriations limit” imposed by Article XIIIB which effectively limits the amount of such revenues those entities are permitted to spend. Article XIIIB, approved by the voters in June 1979, was modified substantially by Proposition 111 in 1990. The appropriations limit of each government entity applies to “proceeds of taxes,” which consist of tax revenues, State subventions and certain other funds, including proceeds from regulatory licenses, user charges or other fees to the extent that such proceeds exceed “the cost reasonably borne by such entity in providing the regulation, product or service.” “Proceeds of taxes” excludes tax refunds and some benefit payments such as unemployment insurance. No limit is imposed on the appropriation of funds which are not “proceeds of taxes,” such as reasonable user charges or fees, and certain other non-tax funds. Article XIIIB also does not limit appropriation of local revenues to pay debt service on Bonds existing or authorized by January 1, 1979, or subsequently authorized by the voters, appropriations required to comply with mandates of courts or the federal government, appropriations for qualified capital outlay projects, and appropriation by the State of revenues derived from any increase in gasoline taxes and motor vehicle weight fees above January 1, 1990, levels. The appropriations limit may also be exceeded in case of emergency; however, the appropriations limit for the next three years following such emergency appropriation must be reduced to the extent by which it was exceeded, unless the emergency arises from civil disturbance or natural disaster declared by the Governor, and the expenditure is approved by two-thirds of the legislative body of the local government. The State and each local government entity has its own appropriations limit. Each year, the limit is adjusted to allow for changes, if any, in the cost of living, the population of the jurisdiction, and any transfer to or from another government entity of financial responsibility for providing services. Proposition 111 requires that each agency’s actual appropriations be tested against its limit every two years. If the aggregate “proceeds of taxes” for the preceding two-year period exceeds the aggregate limit, the excess must be returned to the agency’s taxpayers through tax rate or fee reductions over the following two years. The City has never exceeded its appropriations limit. Because the issuance of the Refunding Bonds has been approved by the voters, the tax levy which is required to pay debt service on the Refunding Bonds is not subject to the limitations of Article XIIIB. -17- Articles XIIIC and XIIID of the State Constitution On November 5, 1996, the voters of the State approved Proposition 218, known as the “Right to Vote on Taxes Act.” Proposition 218 adds Articles XIIIC and XIIID to the California Constitution and contains a number of interrelated provisions affecting the ability of the City to levy and collect both existing and future taxes, assessments, fees and charges. The interpretation and application of Proposition 218 will ultimately be determined by the courts with respect to a number of the matters discussed below, and it is not possible at this time to predict with certainty the outcome of such determination. Article XIIIC requires that all new local taxes be submitted to the electorate before they become effective. Taxes for general governmental purposes of the City require a majority vote and taxes for specific purposes, even if deposited in the City’s General Fund, require a twothirds vote. The voter approval requirements of Proposition 218 reduce the flexibility of the City to raise revenues for the General Fund, and no assurance can be given that the City will be able to impose, extend or increase such taxes in the future to meet increased expenditure needs. Article XIIID also adds several provisions making it generally more difficult for local agencies to levy and maintain property-related fees, charges, and assessments for municipal services and programs. These provisions include, among other things, (i) a prohibition against assessments which exceed the reasonable cost of the proportional special benefit conferred on a parcel, (ii) a requirement that assessments must confer a “special benefit,” as defined in Article XIIID, over and above any general benefits conferred, (iii) a majority protest procedure for assessments which involves the mailing of notice and a ballot to the record owner of each affected parcel, a public hearing and the tabulation of ballots weighted according to the proportional financial obligation of the affected party, and (iv) a prohibition against fees and charges which are used for general governmental services, including police, fire or library services, where the service is available to the public at large in substantially the same manner as it is to property owners. If the City is unable to continue to collect these revenues, the services and programs funded with these revenues would have to be curtailed and/or the City’s General Fund might have to be used to support them. The City is unable to predict whether or not in the future it will be able to continue all existing services and programs funded by the fees, charges and assessments in light of Proposition 218 or, if these services and programs are continued, which amounts (if any) would be used from the City’s General Fund to continue to support these activities. Article XIIIC also removes limitations on the initiative power in matters of reducing or repealing local taxes, assessments, fees or charges. No assurance can be given that the voters of the City will not, in the future, approve an initiative or initiatives which reduce or repeal local taxes, assessments, fees or charges currently comprising a substantial part of the City’s General Fund. Proposition 62 Proposition 62 was adopted by the voters at the November 4, 1986, general election and (a) requires that any new or higher taxes for general governmental purposes imposed by local governmental entities such as the City be approved by a two-thirds vote of the governmental entity’s legislative body and by a majority vote of the voters of the governmental entity voting in an election on the tax, (b) requires that any special tax (defined as taxes levied for other than general governmental purposes) imposed by a local governmental entity be approved by a twothirds vote of the voters of the governmental entity voting in an election on the tax, (c) restricts -18- the use of revenues from a special tax to the purposes or for the service for which the special tax was imposed, (d) prohibits the imposition of ad valorem taxes on real property by local governmental entities except as permitted by Article XIIIA, (e) prohibits the imposition of transaction taxes and sales taxes on the sale of real property by local governmental entities, and (f) requires that any tax imposed by a local governmental entity on or after August 1, 1985, be ratified by a majority vote of the voters voting in an election on the tax within two years of the adoption of the initiative or be terminated by November 15, 1988. California appellate court cases have overturned the provisions of Proposition 62 pertaining to the imposition of taxes for general government purposes. However, the California Supreme Court upheld Proposition 62 in its decision on August 28, 1995, in Fresno County Transportation Authority v. Guardino. This decision reaffirmed the constitutionality of Proposition 62. Certain matters regarding Proposition 62 were not addressed in the Supreme Court’s decision, such as what remedies exist for taxpayers subject to a tax not in compliance with Proposition 62, and whether the decision applies to charter cities. The City has not experienced any substantive adverse financial impact as a result of the passage of this initiative. Proposition 1A Proposition 1A, proposed by the Legislature in connection with the State’s Fiscal Year 2004-05 Budget, approved by the voters in November 2004 and generally effective in Fiscal Year 2006-07, provides that the State may not reduce any local sales tax rate, limit existing local government authority to levy a sales tax rate or change the allocation of local sales tax revenues, subject to certain exceptions. Proposition 1A generally prohibits the State from shifting to schools or community colleges any share of property tax revenues allocated to local governments for any fiscal year, as set forth under the laws in effect as of November 3, 2004. Any change in the allocation of property tax revenues among local governments within a county must be approved by two-thirds of both houses of the Legislature. Proposition 1A provides, however, that beginning in fiscal year 2008-09, the State may shift to schools and community colleges up to 8% of local government property tax revenues, which amount must be repaid, with interest, within three years, if the Governor proclaims that the shift is needed due to a severe state financial hardship, the shift is approved by two-thirds of both houses and certain other conditions are met. The State may also approve voluntary exchanges of local sales tax and property tax revenues among local governments within a county. Proposition 1A also provides that if the State reduces the motor vehicle license fee rate currently in effect, 0.65 percent of vehicle value, the State must provide local governments with equal replacement revenues. Further, Proposition 1A requires the State, beginning July 1, 2005, to suspend State mandates affecting cities, counties and special districts, excepting mandates relating to employee rights, schools or community colleges, in any year that the State does not fully reimburse local governments for their costs to comply with such mandates. Proposition 1A may result in increased and more stable City revenues. The magnitude of such increase and stability is unknown and would depend on future actions by the State. However, Proposition 1A could also result in decreased resources being available for State programs. This reduction, in turn, could affect actions taken by the State to resolve budget difficulties. Such actions could include increasing State taxes, decreasing spending on other State programs or other action, some of which could be adverse to the City. -19- Possible Future Initiatives Articles XIIIA, XIIIB, XIIIC and XIIID and Propositions 62, 111, 218 and 1A were each adopted as measures that qualified for the ballot pursuant to the State’s initiative process. From time to time other initiative measures could be adopted, further affecting revenues of the City or the City’s ability to expend revenues. The nature and impact of these measures cannot be anticipated by the City. LEGAL MATTERS Tax Exemption Federal Tax Status. In the opinion of Jones Hall, A Professional Law Corporation, San Francisco, California, Bond Counsel, subject, however to certain qualifications set forth below, under existing law, the interest on the Refunding Bonds is excluded from gross income for federal income tax purposes, such interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations, provided, however, that, for the purpose of computing the alternative minimum tax imposed on corporations (as defined for federal income tax purposes), such interest is taken into account in determining certain income and earnings and the Refunding Bonds are "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Tax Code"), such that, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Tax Code), a deduction for federal income tax purposes is allowed for 80% of that portion of such financial institution's interest expense allocable to interest payable on the Refunding Bonds . The opinions set forth in the preceding sentence are subject to the condition that the City comply with all requirements of the Tax Code that must be satisfied subsequent to the issuance of the Refunding Bonds in order that such interest be, or continue to be, excluded from gross income for federal income tax purposes. The City has covenanted to comply with each such requirement. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of issuance of the Refunding Bonds, or may cause the Refunding Bonds not to be “qualified taxexempt obligations” within the meaning of section 265(b)(3) of the Tax Code. Tax Treatment of Original Issue Discount and Premium. If the initial offering price to the public (excluding bond houses and brokers) at which a Bond is sold is less than the amount payable at maturity thereof, then such difference constitutes “original issue discount” for purposes of federal income taxes and State of California personal income taxes. If the initial offering price to the public (excluding bond houses and brokers) at which each Bond is sold is greater than the amount payable at maturity thereof, then such difference constitutes “original issue premium” for purposes of federal income taxes and State of California personal income taxes. De minimis original issue discount and original issue premium is disregarded. Owners of Bonds with original issue discount or original issue premium, including purchasers who do not purchase in the original offering, should consult their own tax advisors with respect to federal income tax and State of California personal income tax consequences of owning such Bonds. California Tax Status. In the further opinion of Bond Counsel, interest on the Refunding Bonds is exempt from California personal income taxes. -20- Other Tax Considerations. Owners of the Refunding Bonds should also be aware that the ownership or disposition of, or the accrual or receipt of interest on, the Refunding Bonds may have federal or state tax consequences other than as described above. Bond Counsel expresses no opinion regarding any federal or state tax consequences arising with respect to the Refunding Bonds other than as expressly described above. Form of Opinion. A copy of the proposed form of opinion of Bond Counsel is attached hereto as APPENDIX C. Absence of Material Litigation No litigation is pending or threatened concerning the validity of the Refunding Bonds, and a certificate to that effect will be furnished to the purchasers at the time of the original delivery of the Refunding Bonds. The City is not aware of any litigation pending or threatened questioning the political existence of the City or contesting the City’s ability to receive ad valorem taxes or to collect other revenues or contesting the City’s ability to issue and repay the Refunding Bonds. CONTINUING DISCLOSURE The City will covenant for the benefit of owners of the Refunding Bonds to provide certain financial information and operating data relating to the City to the Municipal Securities Rulemaking Board by not later than March 31 after the end of each fiscal year of the City (currently June 30th), commencing by March 31, 2016 with the report for the 2014-15 fiscal year (the “Annual Report”), and to provide notices of the occurrence of certain enumerated events. The specific nature of the information to be contained in the Annual Report or the notices of enumerated events is summarized in “APPENDIX D - FORM OF CONTINUING DISCLOSURE CERTIFICATE,” attached to this Official Statement. These covenants have been made in order to assist the Purchaser (as defined below) in complying with Securities Exchange Commission Rule 15c2-12 (the “Rule”). The City has made prior undertakings pursuant to the Rule, and has had instances of noncompliance with its undertakings in the previous five years. Specific instances include (i) the failure of the City, in its capacity as successor agency to the former Redevelopment Agency, to file certain financial and operating data with respect to the Association of Bay Area Government’s 2007A Revenue Bonds and 2007B Revenue Bonds for its 2012 and 2013 annual reports, (ii) late filings by the City of audited financials and financial and operating data in 2010, 2011 and 2012 for the Silicon Valley Clean Water’s (formerly South Bayside System Authority) 2008 Wastewater Revenue Bonds and of its audited financials for 2011 and 2012 for the 2009 Wastewater Revenue Bonds, and (iii) the late filing of an underlying rating upgrade of the City. Inclusion of these instances of non-compliance in this Official Statement does not suggest that there has been a determination made that such instances of non-compliance are material for purposes of the Rule. The City has made remedial filings with respect to the items identified in clause (i), except with respect to certain information which is no longer available since the dissolution of the Redevelopment Agency. See “APPENDIX A – CITY FINANCES Redevelopment Agency Dissolution and Successor Agency Activities” for further information regarding the dissolution of the Redevelopment Agency. The City will serve as its own dissemination agent with respect to its undertaking pursuant to the Rule with respect to the Refunding Bonds. -21- Neither the County nor any other entity other than the City shall have any obligation or incur any liability whatsoever with respect to the performance of the City’s duties regarding continuing disclosure. RATING Upon issuance of the Refunding Bonds, Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies, Inc. (“S&P”) will assign the Refunding Bonds a rating of “AAA.” The City has furnished to S&P information and material which has not been included in this Official Statement. Generally, rating agencies base their ratings on information and material so furnished and on investigations, studies and assumptions made by the rating agencies. The ratings reflect only the view of such organization and an explanation of the significance of such rating may be obtained from. There is no assurance that the ratings will continue for any given period of time or that they will not be revised downward or withdrawn entirely by such rating agency, if, in the judgment of such rating agency, circumstances so warrant. Any such downward revision or withdrawal of such rating may have an adverse effect on the market price of the Refunding Bonds. FINANCIAL ADVISOR The City has retained NHA Advisors LLC, San Rafael, California, as financial advisor (the “Financial Advisor”) in connection with the preparation of this Official Statement and with respect to the issuance of the Refunding Bonds. The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or assume responsibility for the accuracy, completeness, or fairness of the information contained in this Official Statement. NHA Advisors LLC is an independent financial advisory firm and is not engaged in the business of underwriting, trading or distributing municipal securities or other public securities. The Financial Advisor’s compensation is contingent upon the delivery of the Refunding Bonds. COMPETITIVE SALE OF BONDS The Refunding Bonds were sold pursuant to competitive sale, and were awarded to Wells Fargo Bank, National Association, whose proposal represented the lowest true interest rate for the Refunding Bonds (being the rate which, when used in computing the present worth of all payments of principal to their maturity dates, produces an amount equal to the purchase price specified in such proposal). The Refunding Bonds are being purchased at a purchase price of $4,762,957.25, which represents the aggregate principal amount of the Refunding Bonds ($4,600,000.00) plus an original issue premium ($174,273.25), less a purchaser’s discount ($11,316.00). The Purchaser intends to offer the Refunding Bonds to the public at the offering prices set forth on the cover page of this Official Statement. The Purchaser may offer and sell to certain dealers and others at a price lower than the offering prices stated on the cover page hereof. The offering price may be changed from time to time by the Purchaser. -22- EXECUTION The execution and delivery of this Official Statement has been approved by the City Council. CITY OF SAN CARLOS By: ________/s/ Jeff Maltbie_________ City Manager -23- APPENDIX A FINANCIAL, ECONOMIC AND DEMOGRAPHIC INFORMATION FOR THE CITY OF SAN CARLOS AND SAN MATEO COUNTY The City The City is located in San Mateo County (the “County”) approximately 25 miles south of San Francisco, and encompasses an area of approximately 4.5 square miles. The City was incorporated in 1925 and is a general law city pursuant to the California Government Code. The City has a Council-Manager form of government, with five elected Council members served by a full-time City Manager and staff. The City Council consists of a Mayor and four other Councilmembers. The Mayor is selected from among the sitting Councilmembers and serves a one-year term. Councilmembers are elected at-large for staggered four-year terms. The City Treasurer is also an elected position. The City Clerk is appointed by the City Manager. Population The following table lists population estimates for the City, the County and the State of California for the last five calendar years, as of January 1. Table A-1 CITY OF SAN CARLOS, SAN MATEO COUNTY AND STATE OF CALIFORNIA Population Estimates Calendar Years 2010 through 2014 as of January 1 City of San Carlos San Mateo County State of California 2010 28,406 718,614 37,223,900 2011 28,494 722,372 37,668,804 2012 28,646 727,795 37,678,563 Source: State Department of Finance estimates (as of January 1). A-1 2013 28,962 736,647 37,984,138 2014 29,219 745,193 38,340,074 Employment and Industry The City is included in the San Francisco–San Mateo–Redwood City Metropolitan Division (“MD”), which includes all of the County as well as Marin and San Francisco Counties. The unemployment rate in the San Francisco-San Mateo-Redwood City MD was 4.2 percent in November 2014, unchanged from a revised 4.2 percent in October 2014, and below the yearago estimate of 5.0 percent. This compares with an unadjusted unemployment rate of 7.1 percent for California and 5.5 percent for the nation during the same period. The unemployment rate was 3.9 percent in Marin County, 4.4 percent in San Francisco County, and 4.1 percent in the County. The following table summarizes the civilian labor force, employment and unemployment in the County for the calendar years 2009 through 2013. These figures are county-wide statistics and may not necessarily accurately reflect employment trends in the City. Annual figures are not yet available for the calendar year 2014. Table A-2 SAN FRANCISCO SAN MATEO REDWOOD CITY MD (MARIN, SAN FRANCISCO AND SAN MATEO COUNTIES) Annual Average Civilian Labor Force, Employment and Unemployment; Employment by Industry (March 2013 Benchmark) (1)(2) Civilian Labor Force Employment Unemployment Unemployment Rate Wage and Salary Employment: (3) Agriculture Mining and Logging Construction Manufacturing Wholesale Trade Retail Trade Transportation, Warehousing, Utilities Information Finance and Insurance Real Estate and Rental and Leasing Professional and Business Services Educational and Health Services Leisure and Hospitality Other Services Federal Government State Government Local Government Total, All Industries (4) 2013 2009 965,900 883,500 82,400 8.5% 2010 972,000 884,700 87,300 9.0% 2011 989,400 909,300 80,100 8.1% 2012 1,018,300 948,300 70,000 6.9% 1,032,700 975,900 56,800 5.5% 2,500 200 35,100 38,100 24,500 87,700 37,800 39,600 57,300 19,500 200,600 127,800 122,200 38,000 19,000 35,300 81,400 966,400 2,400 200 32,300 37,000 23,900 86,800 36,400 39,100 54,900 19,000 200,200 128,400 122,700 37,800 20,200 35,600 80,600 957,400 2,200 200 33,200 36,300 24,600 87,200 36,000 43,200 53,800 19,500 213,200 128,800 127,700 38,800 19,100 35,900 81,400 980,900 2,100 100 35,500 36,000 26,000 89,500 37,600 49,100 54,400 20,400 231,600 133,900 135,100 40,700 18,700 35,200 81,100 1,027,000 2,200 100 37,900 37,200 27,400 92,200 40,000 51,800 55,000 21,400 244,600 144,000 141,700 42,500 18,300 34,800 81,300 1,072,300 (1) Labor force data is by place of residence; includes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (2) Civilian Labor Force numbers for years 2006-2008 will be recalculated by the State of California Employment Development Department. (3) Industry employment is by place of work; excludes self-employed individuals, unpaid family workers, household domestic workers, and workers on strike. (4) Totals may not add due to rounding. Source: State of California Employment Development Department. A-2 Major Employers The following table shows the major employers in the City. Table A-3 CITY OF SAN CARLOS Principal Employers Number of Employees 389 350 267 205 188 185 172 170 165 150 110 97 95 93 78 2,714 Business Name L-3 COMMUNICATIONS CORP PACIFIC GAS & ELECTRIC KELLY-MOORE PAINT CO INC NATERA INC DELTA STAR INC WELLS FARGO INSURANCE SERVICES NOVARTIS PHARMACEUTICALS CHECK POINT SOFTWARE TECH INC THE HOME DEPOT GEORGE P JOHNSON CO BEST BUY INC TERADATA OPERATIONS INC PARCA TRADER JOE'S NATUS MEDICAL Percent of Total Employment 2.39% 2.15 1.64 1.26 1.15 1.13 1.06 1.04 1.01 0.92 0.67 0.60 0.58 0.57 0.48 16.65% Source: City of San Carlos, Comprehensive Annual Financial Report, For The Fiscal Year Ended June 30, 2014. The table below lists the major employers in the County. Table A-4 SAN MATEO COUNTY Principal Employers Employer Name Ab Sciex Llc Burlingame Millbrae Yellow Cab Caltrain Electronic Arts Inc Facebook Inc Forced Dump Debris Box Svc Franklin Resources Inc Franklin Templeton Instnl Llc Gilead Sciences Inc Guckenheimer Inc Kaiser Permanente Medical Ctr Kaiser Permanente Medical Ctr Oracle Corp Peninsula Medial Ctr San Francisco Intl Airport-Sfo San Mateo County Behavior San Mateo County Human Svc San Mateo Medical Ctr Seton Medical Ctr Health Sci Sri International Inc Stanford Linear Accelerator US Interior Dept Visa Inc Visa International Svc Assn Visa USA Inc Location Redwood City Burlingame San Carlos Redwood City Menlo Park Burlingame San Mateo San Mateo Foster City Redwood City Redwood City South San Francisco Redwood City Burlingame San Francisco San Mateo Belmont San Mateo Daly City Menlo Park Menlo Park Menlo Park Foster City Foster City Foster City Industry Scientific Apparatus & Instruments-Mfrs Taxicabs & Transportation Service Transit Lines Game Designers (Mfrs) Internet Service Garbage Collection Asset Management Investments Biological Products (Mfrs) Marketing Programs & Services Hospitals Hospitals Computer Software-Manufacturers Hospitals Airline Companies Government Offices-County County Government-Social/Human Resources Hospitals Services NEC Research Service Research Service Federal Government-Conservation Depts Credit Card & Other Credit Plans Credit Card & Other Credit Plans Credit Card & Other Credit Plans Source: State of California Employment Development Department, extracted from the America's Labor Market Information System (ALMIS) Employer Database, 2014 2nd Edition. A-3 Construction Activity Provided below are the building permits and valuations for the City and the County for calendar years 2009 through 2013. Annual figures are not yet available for calendar year 2014. Table A-5 CITY OF SAN CARLOS Total Building Permit Valuations (Valuations in Thousands) 2009 2010 2011 2012 2013 Permit Valuation New Single-family New Multi-family Res. Alterations/Additions Total Residential $1,150.0 0.0 16,156.6 17,306.6 $0.0 0.0 20,917.7 20,917.7 $2,425.6 0.0 20,808.0 23,233.6 $2,006.7 585.0 21,177.2 23,768.9 $14,222.9 2,620.2 25,237.4 42,080.5 New Commercial New Industrial New Other Com. Alterations/Additions Total Nonresidential 0.0 0.0 1,270.3 3,692.5 4,962.8 0.0 0.0 1,152.0 7,766.6 8,918.7 2,345.0 0.0 0.0 7,720.2 10,065.2 964.3 45.0 0.0 7,873.9 8,883.2 1,860.3 15,100.0 797.0 41,144.5 58,901.8 2 0 2 0 0 0 New Dwelling Units Single Family Multiple Family TOTAL 2 0 2 3 2 5 22 8 30 Source: Construction Industry Research Board, Building Permit Summary. Table A-6 SAN MATEO COUNTY Total Building Permit Valuations (Valuations in Thousands) 2009 2010 2011 2012 2013 Permit Valuation New Single-family New Multi-family Res. Alterations/Additions Total Residential $147,515.5 74,329.6 204,482.0 426,327.0 $189,296.6 21,309.0 262,592.1 473,197.6 $194,950.1 107,040.0 289,619.5 591,609.6 $245,163.9 171,390.4 201,543.1 618,097.4 $292,893.4 151,019.5 299,830.5 743,743.4 New Commercial New Industrial New Other Com. Alterations/Additions Total Nonresidential 17,942.0 5,000.0 70,410.1 235,373.3 328,725.5 62,510.5 0.0 66,274.8 283,752.5 412,537.8 28,247.6 3,359.4 26,029.4 244,089.0 301,725.4 83,374.0 2,021.6 1,975.6 167,438.8 254,810 165,578.7 15,724.2 58,726.5 263,460.8 503,490.1 New Dwelling Units Single Family Multiple Family TOTAL 236 393 629 216 111 327 Source: Construction Industry Research Board, Building Permit Summary. A-4 213 545 758 264 671 935 350 840 1,190 Effective Buying Income “Effective Buying Income” is defined as personal income less personal tax and nontax payments, a number often referred to as “disposable” or “after-tax” income. Personal income is the aggregate of wages and salaries, other labor-related income (such as employer contributions to private pension funds), proprietor’s income, rental income (which includes imputed rental income of owner-occupants of non-farm dwellings), dividends paid by corporations, interest income from all sources, and transfer payments (such as pensions and welfare assistance). Deducted from this total are personal taxes (federal, state and local), nontax payments (fines, fees, penalties, etc.) and personal contributions to social insurance. According to U.S. government definitions, the resultant figure is commonly known as “disposable personal income.” The following table summarizes the total effective buying income for the City, the County, the State of California and the United States for the period 2009 through 2013. Effective Buying Income data is not yet available for the calendar year 2014. Table A-7 City of San Carlos; San Mateo County, State of California and United States Effective Buying Income As of January 1, 2009 through 2013 Median Household Effective Buying Income $82,735 67,466 49,736 43,252 Year 2009 Area City of San Carlos San Mateo County California United States Total Effective Buying Income (000s Omitted) $1,228,043 23,925,603 844,823,319 6,571,536,768 2010 City of San Carlos San Mateo County California United States $1,225,163 23,489,013 801,393,028 6,365,020,076 $80,744 66,508 47,177 41,368 2011 City of San Carlos San Mateo County California United States $1,247,350 23,717,578 814,578,458 6,438,704,664 $80,227 66,434 47,062 41,253 2012 City of San Carlos San Mateo County California United States $1,510,000 26,570,648 864,088,828 6,737,867,730 $85,698 68,429 47,307 41,358 2013 City of San Carlos San Mateo County California United States $1,549,938 26,846,688 858,676,636 6,982,757,379 $91,864 70,427 48,340 43,715 Source: The Nielsen Company (US), Inc. A-5 Commercial Activity In 2009, the State Board of Equalization converted the business codes of sales and use tax permit holders to North American Industry Classification System codes. As a result of the coding change, retail stores data for 2009 and after is not comparable to that of prior years. Summaries of historic taxable sales within the City and the County during the past five years in which data is available are shown in the following tables. Annual figures are not yet available for calendar year 2013 or 2014. Total taxable sales during the first three quarters of calendar year 2013 in the City were reported to be $542,208,000, an 11.19% increase over the total taxable sales of $487,649,000 reported during the first three quarters of calendar year 2012. Table A-8 CITY OF SAN CARLOS Taxable Transactions Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands) 2008 2009(1) 2010(1) 2011(1) 2012(1) Retail Stores Number Taxable of Permits Transactions 603 $442,197 712 426,797 707 408,356 721 452,473 763 482,933 Total All Outlets Number Taxable of Permits Transactions 1,500 $655,367 1,407 594,472 1,399 595,583 1,377 628,819 1,402 667,790 (1) Not comparable to prior years. “Retail” category now includes “Food Services.” Source: California State Board of Equalization, Taxable Sales in California (Sales & Use Tax). Total taxable sales during the first three quarters of calendar year 2013 in the County were reported to be $10,520,953,000, a 4.25% increase over the total taxable sales of $10,092,346,000 reported during the first three quarters of calendar year 2012. Table A-9 SAN MATEO COUNTY Taxable Transactions Number of Permits and Valuation of Taxable Transactions (Dollars in Thousands) 2008 2009(1) 2010(1) 2011(1) 2012(1) (1) Source: Retail Stores Number Taxable of Permits Transactions 9,098 $8,421,727 11,143 7,455,767 11,340 7,846,274 11,470 8,536,043 11,748 9,277,144 Total All Outlets Number Taxable of Permits Transactions 19,853 $13,137,913 18,840 11,327,022 18,979 11,966,338 18,995 13,020,643 19,189 13,906,978 Not comparable to prior years. “Retail” category now includes “Food Services.” California State Board of Equalization, Taxable Sales in California (Sales & Use Tax). A-6 Municipal Government The City was founded in 1856 and incorporated in 1948 and operates as a general law city. The City operates under the Council-Manager form of government. The five City Council members, including the Mayor, are elected-at-large to four-year terms in alternate slates of three and two every two years. The mayor and vice mayor are chosen annually from among the members of the City Council. The City Council appoints the City Manager who heads the executive branch of the government, implements City Council directives and policies, and manages the administrative and operational functions through the department directors and the City Clerk. The City Manager appoints the department directors with the exception of the City Attorney, who is appointed by the City Council. The City Treasurer is an elected position. Municipal Services The City provides a full range of services, including law enforcement (contracted through the San Mateo County Sheriff’s office) and fire protection (contracted through the City of Redwood City); the construction and maintenance of highways, streets and other infrastructure; community development and planning and inspections. In addition, the City manages recreational activities and cultural activities. Utilities Natural gas and electricity are provided by Pacific Gas and Electric Company. Water is provided by California Water Company. Sewer services are provided through Silicon Valley Clean Water, a joint powers authority, and solid waste services are provided through South Bayside Waste Management Authority, a joint powers authority. A-7 CITY FINANCES The information in this section concerning the operations of the City and the City’s general fund finances is provided as supplementary information only, and it should not be inferred from the inclusion of this information in this Official Statement that the principal of or interest on the Refunding Bonds is payable from the general fund of the City. The Refunding Bonds are payable from the proceeds of an ad valorem tax levied by the City in an amount sufficient for the payment thereof. Amounts in the City’s general fund are not pledged to the payment of the Refunding Bonds. See “THE REFUNDING BONDS” and “SECURITY FOR THE REFUNDING BONDS” above. Accounting Policies and Financial Reporting The accounts of the City are organized on the basis of funds and account groups, each of which is considered a separate entity. The operations of each fund are accounted for with a separate set of self-balancing accounts that comprise its assets, liabilities, fund equity, revenues, and expenditures or expenses, as appropriate. Government 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 the spending activities are controlled. The basis of accounting for all funds is more fully explained in the “Notes to Financial Statements” contained in Appendix B. The City Council employs, at the beginning of each fiscal year, an independent certified public accountant who, at such time or times as specified by the City Council, at least annually, and at such other times as he or she shall determine, examines the combined financial statements of the City in accordance with generally accepted auditing standards, including such tests of the accounting records and such other auditing procedures as such accountant considers necessary. As soon as practicable after the end of the fiscal year, a final audit and report is submitted by such accountant to the City Council and a copy of the financial statements as of the close of the fiscal year is published. The City’s Independent Auditor’s Report for fiscal year 2013-14 was prepared by Lance, Soll & Lunghard, LLP, Certified Public Accountants, Brea, California (“LSL”). LSL has not been requested to consent to the use or to the inclusion of its report in this Official Statement and has not reviewed this Official Statement. See “APPENDIX B - FISCAL YEAR 2013-14 COMPREHENSIVE ANNUAL FINANCIAL REPORT- Note (1) Summary of Significant Accounting Policies” for a description of the significant accounting policies of the City. General Fund Financial Summary The City’s general fund finances the legally authorized activities of the City for which restricted funds are not provided. General fund revenues are derived from such sources as taxes, fees, use of money and property, and aid from other governmental agencies. Audited financial statements for the City for the fiscal year ended June 30, 2014 and earlier are available for download on the City’s website located at: http://www.cityofsancarlos.org/depts/administrative/finance/reports/cafr.asp. The citation to internet websites in this Official Statement are for reference and convenience only, the information contained within the websites is not incorporated herein by reference. A-8 The audited information contained in the following tables is excerpted from the City’s general fund financial statements for fiscal years 2011-12 through 2013-14, the three most recent fiscal years for which audited financial statements are available. Table A-10 CITY OF SAN CARLOS General Fund Statement of Revenues, Expenditures and Changes in Fund Balances Fiscal Years 2011-12 through 2013-14 REVENUES: Sales tax Property tax Transient occupancy tax Franchise tax Vehicle in-lieu Business registration Licenses and permits From other agencies Charges for services Fines and forfeitures Use of money and property Other revenue Total Revenues EXPENDITURES: Current: General governmental Community development Public safety Public works Parks and recreation Capital Outlay Debt Service: Principal Interest and fiscal charges Total Expenditures EXCESS (DEFICIENCY) OF REVENUES OVER EXPENDITURES OTHER FINANCING SOURCES (USES) Transfers in Transfers out Capital lease issued Capital contributions Total Other Financing Sources (Uses) 2012-13 2013-14 $5,207,102 9,278,560 943,513 1,612,048 2,205,159 647,572 1,435,406 51,354 2,557,464 265,091 1,201,099 1,293,353 26,697,721 $5,712,385 9,451,484 1,120,864 1,767,099 2,155,983 671,145 1,201,045 58,980 2,912,353 234,218 900,463 2,866,255 29,052,274 $6,548,812 10,979,456 1,270,072 1,840,618 2,438,078 685,909 1,452,285 38,903 3,276,334 219,944 1,373,705 1,365,623 31,489,739 4,533,102 1,947,270 12,900,743 731,767 3,438,598 419,629 3,915,033 2,397,049 14,211,302 748,925 3,597,600 134,205 3,942,606 2,608,095 15,268,586 2,837,125 2,574,917 48,963 --23,971,109 --25,004,114 --27,280,292 2,726,612 4,048,160 4,209,447 510,000 (3,293,615) --(2,783,615) 520,200 (265,165) 8,800,000 -9,055,035 500,000 (325,150) --174,850 NET CHANGE IN FUND BALANCES 2,901,462 1,264,545 13,264,482 16,842,382 19,743,844 21,008,389 $19,743,844 $21,008,389 $34,272,871 Beginning Fund Balance Ending Fund Balance 2011-12 Source: City of San Carlos, Basic Financial Statements for fiscal years 2011-12 through 2013-14. A-9 Table A-11 CITY OF SAN CARLOS General Fund Balance Sheet Fiscal Years 2011-12 through 2013-14 2011-12 Assets Cash and investments Receivables: Accounts Prepaid items Advances to other funds Property held for resale Total Assets Liabilities, Deferred Inflows of Resources, and Fund Balances Accounts payable and accrued liabilities Accrued benefits Deposits payable Unearned revenues Total Liabilities Deferred Inflows of Resources Unavailable revenues 2012-13 2013-14 $21,928,765 $21,288,595 $21,009,336 1,451,902 3,300 710,000 -24,093,967 2,314,197 352,700 710,000 -24,665,492 2,023,478 350,300 710,000 14,070,523 38,163,637 2,717,476 498,903 621,559 450,994 4,288,932 2,304,352 137,367 711,590 405,748 3,559,057 2,483,182 120,775 779,021 399,347 3,782,325 61,191 98,046 108,441 3,300 -710,000 352,700 -710,000 350,300 14,070,523 710,000 -- 42,000 -- Fund Balances: Nonspendable: Prepaid items Property held for resale Advances to other funds Restricted for: Parks and recreation Committed to: Emergency reserve Strategic property acquisition Assigned to: Unfunded liabilities Facility/infrastructure improvements Property acquisitions Unassigned Total fund balances 2,706,600 4,146,565 2,900,000 4,251,565 3,200,000 -- 3,000,000 6,175,000 -3,002,379 19,743,844 3,200,000 3,500,000 3,000,000 3,052,124 21,008,389 3,200,000 7,000,000 2,701,565 3,040,483 34,272,871 Total liabilities and fund balances $24,093,967 $24,665,492 $38,163,637 __________________ Source: City of San Carlos, Basic Financial for fiscal years 2011-12 to 2013-14. A-10 The City has is on a two-year budget cycle. The following table shows fiscal year 2014-15 and 2015-16 budgeted amounts. Table A-12 CITY OF SAN CARLOS General Fund Budget Fiscal Years 2014-15 and 2015-16 2014-15 Adopted Budget 2015-16 Adopted Budget $6,253,100 9,866,600 1,206,500 2,425,700 699,900 1,680,300 46,800 3,428,800 248,400 1,439,400 2,505,400 613,700 $6,503,000 10,064,000 1,254,800 2,425,700 727,900 1,998,400 47,800 3,285,900 253,400 15,656,200 2,559,000 625,900 30,414,600 45,402,000 6,182,900 3,281,300 16,604,500 4,121,400 2,741,300 14,916,200 3,224,900 17,028,100 4,245,500 2,820,500 32,931,400 42,235,200 Allocations in for overhead General transfers in Allocations out for overhead General Transfers out Total Transfers, Allocations and One-time 2,635,700 541,000 (461,900) (4,047,600) 2,683,100 562,600 (487,800) (1,048,500) (1,332,800) 1,709,400 NET CHANGES (3,849,600) 4,876,200 Estimated Beginning Fund Balance 15,600,781 11,751,181 Estimated Ending Fund Balance $11,751,181 $16,627,381 REVENUES: Sales tax Property tax Transient occupancy tax Vehicle-in lieu Business registration Licenses and permits From other agencies Charges for services Fines and forfeitures Use of money and property Other taxes Other revenue Total Revenues EXPENDITURES: Current: General governmental Community development Public safety Public Works Parks and recreation Total Expenditures TRANSFERS: Source: City of San Carlos. A-11 General Fund Revenue Sources Property Taxes. Property taxes are the City’s largest source of general fund revenue, generating almost 35% of the City’s 2013-14 general fund revenue. Property tax revenues continue to increase, with a 15.2% increase over fiscal year 2012-13, primarily due to increases in assessed values and receipts from property transfers. See “PROPERTY TAXATION” in the body of this Official Statement for information about assessed values and property tax collection procedures in the City. Sales Taxes. Sales taxes account for approximately 20% of total general fund revenues. Local general sales tax revenue in fiscal year 2013-14 was $6.55 million, a 14.7% increase as compared to fiscal year 2012-13 sales tax revenue. The sales tax is an excise tax imposed on retailers for the privilege of selling or leasing tangible personal property. The use tax is an excise tax imposed for the storage, use, or other consumption of tangible personal property purchased from any retailer. The total sales tax rate within the City is currently 9.00%. The proceeds of sales and uses taxes imposed within the City are distributed by the State to various agencies, with the City receiving 1.0% of the amount collected less 0.25% shifted to the State pursuant to a mechanism commonly known as “Triple Flip.” The 0.25% reduction in local sales tax is used to pay State economic recovery bonds, but cities and counties are then provided with ad valorem property tax revenues in lieu of these revenues. See “RISK FACTORS – Impact of State Sales and Use Tax Redirection.” Collection of the sales and use tax is administered by the California State Board of Equalization. Under its procedures, the State Board of Equalization projects receipts of the sales and use tax on a quarterly basis and remits an advance of the receipts of the sales and use tax to the City on a monthly basis. The amount of each monthly advance is based upon the State Board of Equalization’s quarterly projection. During the last month of each quarter, the State Board of Equalization adjusts the amount remitted to reflect the actual receipts of the sales and use tax for the previous quarter. The Board of Equalization receives an administrative fee based on the cost of services provided by the Board to the City in administering the City’s sales tax, which is deducted from revenue generated by the sales and use tax before it is distributed to the City. Factors that have historically affected sales tax revenues include the overall economic growth of the Bay Area, competition from neighboring cities, the growth of specific industries within the City. Franchise Taxes. Private utility companies pay franchise fees to the City in exchange for the use of the City’s rights-of-way. Franchise fees are set through franchise agreements negotiated between the City and each utility company. Revenue from franchise taxes has been increasing due to higher utility rates. Transient Occupancy Taxes. Hotel taxes, or transient occupancy taxes, represent the fourth largest source of tax income to the City. The City levies a transient occupancy tax on the daily rental price of a room in a lodging facility when used by visitors staying in the City for less than 30 days. The tax is collected and remitted by hotel operators, which is allocated directly to the City’s General Fund. A-12 Business Registration. The City levies Business Registration fees for the privilege of operating business within the City. The Business Registration fee is charged annually and includes a base fee and a unit charge based on the business categories. Licenses and Permits. The City charges permit, engineering and planning fees to offset the costs of providing construction inspection and plan review services. Fines and Forfeitures. The California Vehicle Code and the California Penal Code impose fines and penalties for traffic and vehicular parking violations. Recent City Budgets. Due to the economic downturn, for over a decade the City has made bridging strategies to balance the budget. Savings initiatives instituted by the City include the outsourcing of police and fire services, payroll, parks maintenance, and dispatch and communications combined with strategic reductions in service levels. As a result of these cost reduction strategies, the City has once again been able to budget small surpluses and fund much needed capital improvements. In addition, the Council is now able to focus on economic development and large-scale development projects. The City continues to explore options for shared services with neighboring agencies as well as other reorganization and contract solutions in order to offer fiscally sustainable services to the public. Retirement Systems PERS Safety and Miscellaneous Employees Plan. All City employees meeting membership requirements participate in pension plans offered by California Public Employees Retirement System (“PERS”), a cost-sharing multiple employer defined benefit plan which acts as a common investment and administrative agent for its participating member employers. PERS provides retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. The City’s employees participate in the separate Safety (police and fire) and Miscellaneous (all other) Employee Plans. Benefit provisions under both Plans are established by State statute and City resolution. Benefits are based on years of credited service, equal to one year of full time employment. Funding contributions for both Plans are determined annually on an actuarial basis as of June 30 by PERS; the City must contribute these amounts. The Plans’ provisions and benefits in effect at June 30, 2014, are summarized as follows: Safety (Fire) 1st Tier Miscellaneous 1stTier 2nd Tier 3rd Tier Benefit vesting schedule 5 years service 5 years service 5 years service 5 years service Benefit payments Monthly for life Monthly for life Monthly for life Monthly for life 50 55 55 55 Monthly benefit, as % of annual salary 2.00% 2.70% 2.50% 2.00% Required employee contribution rates 9.0% 8.0% 8.0% 7.0% Required employee contribution rates 19.900% 22.167% 15.133% 10.773% Retirement age A-13 4th Tier PEPRA 5 years service Monthly for life 62 2.00% 6.5% 6.500% PERS determines contribution requirements using a modification of the Entry Age Normal Method. Under this method, the City’s total normal benefit cost for each employee from date of hire to date of retirement is expressed as a level percentage of the related total payroll cost. Normal benefit cost under this Method is the level amount the employer must pay annually to fund an employee’s projected retirement benefit. This level percentage of payroll method is used to amortize any unfunded actuarial liabilities. The actuarial assumptions used to compute contribution requirements are also used to compute the actuarial accrued liability. The City uses the actuarially determined percentages of payroll to calculate and pay contributions to PERS. This results in no net pension obligations or unpaid contributions. The required contributions, representing annual pension cost, and related rates for the year ended June 30 were as follows: Contribution Rate Safety Fiscal Year 2012 2013 2014 Contribution Amount $2,000,814 2,301,816 1,590,218 Fire 19.169% 19.204 19.900 Miscellaneous st 1 Tier 20.160% 20.433 22.167 nd 2 Tier 13.817% 14.383 15.133 rd 3 Tier 10.019% 10.197 10.773 th 4 Tier (PEPRA) N/A 6.500% 6.500 PERS uses the market related value method of valuing the Plan’s assets. An investment rate of return of 7.5% is assumed, including inflation at 2.75%. Annual salary increases are assumed to vary by duration of service. Changes in liability due to plan amendments, changes in actuarial assumptions, or changes in actuarial methods are amortized as a level percentage of payroll on a closed basis over twenty years. Gain and losses that occur in the operation of risk pool are amortized over a rolling thirty year period. As required by State law, effective July 1, 2005, the City’s Safety and Miscellaneous Plans were terminated, and the employees in the plan were required by PERS to join a new State-wide pool. One of the conditions of entry to these pools was that the City true-up any unfunded liability in the former Plan, either by paying cash or by increasing its future contribution rates through a Side Fund offered by PERS. At its April 17, 2013 meeting, the PERS Board of Administration approved a recommendation to change the PERS amortization and smoothing policies. Prior to this change, PERS employed an amortization and smoothing policy which spread investment returns over a 15-year period with experience gains and losses paid for over a rolling 30-year period. After this change, PERS will employ an amortization and smoothing policy that will pay for all gains and losses over a fixed 30-year period with the increases or decreases in the rate spread directly over a 5-year period. The new amortization and smoothing policy will be used for the first time in the June 30, 2013 actuarial valuations. These valuations will be performed in the fall of 2014 and will set employer contribution rates for the fiscal year 2015-16. The City cannot predict how this change in amortization and smoothing policies will affect its contribution levels. State Pensions Trusts. The PERS system is operated on a statewide basis. City contribution rates to this retirement system vary annually depending on changes in actuarial assumptions and other factors, such as liability. PERS issues a separate comprehensive financial report that includes financial statements and required supplemental information. Copies of such report may be obtained from PERS at: PERS, P.O. Box 942703, Sacramento, California 94229-2703. More information regarding PERS can also be obtained at its website at A-14 www.calpers.ca.gov. However, information in the financial reports and on the website is not incorporated in this Official Statement by reference. See also the following paragraph on recent pension reform legislation. Pension Reform Act of 2013 (Assembly Bill 340). On September 12, 2012, Governor Brown signed AB 340, a bill that will enact the California Public Employees’ Pension Reform Act of 2013 (“PEPRA”) and that will also amend various sections of the California Education and Government Codes. AB 340 (i) increases the retirement age for new State, school, and city and local agency employees depending on job function, (ii) caps the annual PERS and STRS pension benefit payouts, (iii) addresses numerous abuses of the system, and (iv) requires State, school, and certain city and local agency employees to pay at least half of the costs of their PERS pension benefits. PEPRA will apply to all public employers except the University of California, charter cities and charter counties (except to the extent they contract with PERS.) The provisions of AB 340 went into effect on January 1, 2013 with respect to new State, school, and city and local agency employees hired on that date and after; existing employees who are members of employee associations, including employee associations of the City, will have a five-year window to negotiate compliance with AB 340 through collective bargaining. If no deal is reached by January 1, 2018, a city, public agency or school district could force employees to pay their half of the costs of PERS pension benefits, up to 8 percent of pay for civil workers and 11 percent or 12 percent for public safety workers. PERS has predicted that the impact of AB 340 on employers, including the City and other employers in the PERS system, and employees will vary, based on each employer’s current level of benefits. To the extent that the new formulas lower retirement benefits, employer contribution rates could decrease over time as current employees retire and employees subject to the new formulas make up a larger percentage of the workforce. This change would, in some circumstances, result in a lower retirement benefit for employees than they currently earn. Additionally, PERS has noted that changes arising from AB 340 could ultimately have an adverse impact on public sector recruitment in areas that have historically experienced recruitment challenges due to higher pay for similar jobs in the private sector. The City is unable to predict what the amount of PERS liabilities will be in the future or the amount of the PERS contributions which the City may be required to make, all as a result of the implementation of AB 340, and as a result of negotiations with its labor unions. More information about AB 340 can be accessed through the PERS’s web site at www.calpers.ca.gov/index.jsp?bc=/member/retirement/pension-reform-impacts.xml&pst=ACT& pca=ST and through the STRS web site at http://www.calstrs.com/Newsroom/whats_new/ AB340_detailed_impact_analysis.pdf. The references to these internet websites are shown for reference and convenience only; the information contained within the websites may not be current and has not been reviewed by the City and is not incorporated herein by reference. Post-Employment Health Benefits Other Post Employment Benefits Healthcare. During fiscal year 2008-2009, the City joined the California Employers' Retiree Benefit Trust (“CERBT”), an agent multiple-employer plan administered by CALPERS, consisting of an aggregation of single-employer plans. The City Council authorized a deposit of $1,575,000 with CERBT on October 10, 2008 to begin funding its OPEB liability. A-15 By Council resolution and through agreements with its labor units, the City provides certain health care benefits for retired employees (spouse and dependents are not included) under Public Employees’ Medical Healthcare Act (“PEMHCA”). Employees are eligible for retiree health benefits if they retire from the City with a CalPERS pension. For retirees who retired on or before 12/31/2008, the City will reimburse the retiree only premium, up to the active employee single cap. The cap amount is $734.37 per month for 2015. The cap for safety (Police) retirees is $718.11 and is not expected to be increased. The City will continue to pay the CalPERS minimum contribution for surviving spouses of retirees as long as they remain enrolled in a health plan sponsored by CalPERS (PEMHCA) For employees retiring on or after 1/1/2009 from the City of San Carlos and choose to enroll in a CalPERS retiree health plan, the City contributes the minimum monthly premium amount specified by CalPERS towards the cost of CalPERS (PEMHCA) medical premiums. The minimum is $122.00 per month for 2015. As of June 30, 2014, 70 retired employees participated in the retiree healthcare benefits. Additionally, 90 current employees have met the criteria for the retiree healthcare benefits and are eligible to participate in the program if they retire from the City in future years. Funding Policy and Actuarial Assumptions. The annual required contribution (ARC) was determined as part of a June 30, 2013, actuarial valuation using the projected unit credit actuarial cost method. Under this method, the actuarial present value of projected benefits is the value of benefits expected to be paid for current active and retirees and is calculated based on the assumptions and census data from the actuarial report. The actuarial assumptions included (a) 7% investment rate of return, (b) 3% projected annual salary increase, and (c) 2.5% health inflation increases. The actuarial methods and assumptions used include techniques that smooth the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. Actuarial calculations reflect a long-term perspective and actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events far into the future. Actuarially determined amounts are subject to revision at least biannually as results are compared to past expectations and new estimates are made about the future. The City’s unfunded actuarial accrued liability is amortized as a level dollars amount on a closed basis using a 30 year amortization period. In accordance with the City's budget, the ARC is to be funded throughout the year as a percentage of payroll. During the fiscal year 2008-2009, the City Council passed a resolution to participate in the California Employers Retirees Benefit Trust (CERBT), an irrevocable trust established to fund OPEB. CERBT is administrated by CalPERS, and is managed by an appointed board not under the control of the City Council. This Trust is not considered a component unit by the City and has been excluded from these financial statements. Separately issued financial statements for CERBT may be obtained from CALPERS at P.O. Box 942709, Sacramento, CA 94229-2709. OPEB Longevity Recognition Program (“Program”). As of June 30, 2014, 25 retired employees were eligible to receive the longevity recognition benefits. Additionally, 38 current employees have met the criteria for this program and will receive benefits from this program if they retire from the City of San Carlos in future years. Funding Policy and Actuarial Assumptions. The annual required contribution (ARC) was determined as part of a June 30, 2013 actuarial valuation using the projected unit credit A-16 actuarial cost method. This is a projected benefit cost method, which takes into account those benefits that are expected to be earned in the future as well as those already accrued. The actuarial assumptions included (a) 4.5%investment rate of return, (b) 3.0% projected annual salary increase, and (c) 2.5% inflation increases. The actuarial methods and assumptions used include techniques that smooth the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. Actuarial calculations reflect a long-term perspective and actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events far into the future. Actuarially determined amounts are subject to revision at least biannually as results are compared to past expectations and new estimates are made about the future. The City's unfunded actuarial accrued liability is being amortized as a level dollar amount using a 30-year (closed period) amortization period. On September 12, 2011, the City amended the agreement with the Public Agency Retirement Services (PARS) to include the longevity Recognition Program (OPEB program), and Renaming the Existing Plan to the City of San Carlos PARS Supplementary Retirement Plan. To complete this change and amend the Services Agreement with PARS, the City transferred funds of $1,200,000 on September 12, 2011, to PARS and set up an irrevocable trust to fund future benefit costs. See “APPENDIX B - FISCAL YEAR 2013-14 COMPREHENSIVE ANNUAL FINANCIAL REPORT– Note 11” for healthcare cots trend assumptions. Funding Progress and Funded Status. Generally accepted accounting principles permits contributions to be treated as OPEB assets and deducted from the Actuarial Accrued Liability (“AAL”) when such contributions are placed in an irrevocable trust or equivalent arrangement. In fiscal year 2014, the City made contribution in excess of the ARC and amortized its net OPEB obligation as presented below (dollars in thousands): Annual required contribution Interest on net OPEB asset Adjustment to annual required contribution Annual OPEB cost Contributions Change in net OPEB obligation/(asset) Net OPEB obligation – June 30, 2013 Net OPEB obligation/(asset) – June 30, 2014 Healthcare $285,822 (7,546) 8,519 286,795 461,000 (174,205) 67,199 $(107,006) Longevity $620,227 49,191 (69,063) 600,355 311,000 289,355 1,093,137 $1,382,492 The City’s annual required contributions and actual contributions for the years ended June 30 are set forth below (dollars in thousands): Fiscal Year Healthcare 6/30/2012 6/30/2013 6/30/2014 Longevity 6/30/2012 6/30/2013 6/30/2014 Annual OPEB Costs (AOC) Actual Contribution Percentage of AOC Contributed Net OPEB Obligation $367,514 414,101 286,795 --$461,000 0% 0 161 $(346,902) 67,199 (107,006) 487,300 499,704 600,355 1,225,722 175,000 311,000 252 35 52 768,433 1,093,137 1,382,492 A-17 The Schedule of Funding Progress presents trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. Trend data from the January 1, 2009, 2011 and 2013 actuarial study are presented below (dollars in thousands): Actuarial Valuation Date Healthcare 6/30/2009 6/30/2011 6/30/2013 Longevity 6/30/2009 6/30/2011 6/30/2013 Ending Actuarial Value of Assets Entry Age Actuarial Accrued Liability Over (Under) Funded Actuarial Accrued Liability $1,629 1,140 1,073 $5,356 5,197 3,895 $(3,727) (4,057) (2,822) -1,200 1,325 3,993 4,714 6,584 (3,993) (3,514) (5,259) Funded Ratio 30.41% 21.94 27.55 0.00 25.46 20.12 Covered Payroll $8,974 5,863 4,751 6,380 5,863 4,751 Underfunded Actuarial Liability as % of Covered Payroll (41.53)% (69.20) (59.40) (62.59) (59.94) (110.69) Redevelopment Agency Dissolution and Successor Agency Activities In an effort to balance its budget, the State of California adopted ABx1 26 on June 28, 2011, amended by AB1484 on June 27, 2012, which suspended all new redevelopment activities except for limited specified activities as of that date and dissolved redevelopment agencies on January 31, 2012. The suspension provisions prohibited all redevelopment agencies from a wide range of activities, including incurring new indebtedness or obligations, entering into or modifying agreements or contracts, acquiring or disposing of real property, taking actions to adopt or amend redevelopment plans and other similar actions, except actions required by law or to carry out existing enforceable obligations, as defined in ABx1 26. In addition, ABx1 26 and AB1484 direct the State Controller to review the activities of all redevelopment agencies and successor agencies to determine whether an asset transfer between an agency and any public agency occurred on or after January 1, 2011. If an asset transfer did occur and the public agency that received the asset is not contractually committed to a third party for the expenditure or encumbrance of the asset, the legislation purports to require the State Controller to order the asset returned to the redevelopment agency. The State Controller’s Office has not yet completed its asset transfer review. Effective February 1, 2012, the City’s Redevelopment Agency (the “Redevelopment Agency”) was dissolved. The City elected to become the Housing Successor. Certain assets of the former Redevelopment Agency Low and Moderate Income Housing Fund were distributed to the City as a Housing Successor. The activities of the Housing Successor are reported in the Low and Moderate Income Housing Assets Special Revenue Fund as the City has control of those assets, which may be used in accordance with the low and moderate income housing provisions of California Redevelopment Law. The City also elected to become the Successor Agency, and on January 31, 2012, the Redevelopment Agency’s remaining assets were distributed to and liabilities were assumed by the Successor Agency (Successor Agency to the Redevelopment Agency Private-Purpose Trust Fund). ABx1 26 requires the establishment of an Oversight Board to oversee the activities of the Successor Agency and one was established on March 19, 2012. The activities of the Successor Agency are subject to review and approval of the Oversight Board, which is comprised of seven members, including one member of City Council and one former Redevelopment Agency employee appointed by the Mayor. A-18 See “APPENDIX B - FISCAL YEAR 2013-14 COMPREHENSIVE ANNUAL FINANCIAL REPORT– Note 18.” Potential Financial Liability Arising from Redevelopment Activities Pursuant to Section 34167.5 of the California Health and Safety Code, the State Controller’s Office has recently reviewed all asset transfers made by the Redevelopment Agency to the City after January 1, 2011. Such review has disallowed a transfer by the Redevelopment Agency to the City of approximately $3,308,092 in repayment of a loan made by the City to the Redevelopment Agency, and has ordered the City to repay such amount to the Successor Agency. The City believes that such finding is not legally binding on the City, and has determined to contest such finding. While the City cannot predict the ultimate outcome of this matter, any resolution of the matter will not adversely affect the payment of debt service on the Bonds from ad valorem property taxes levied by the County for that purpose. Long-Term Debt General Obligation Bonds. Other than the 2005 Bonds, which will be defeased and redeemed with proceeds of the Refunding Bonds, the City has no outstanding general obligation bonds. ABAG Lease. On June 1, 2014, the City entered into a Lease Agreement with ABAG Financing Authority for Nonprofit Corporations to finance its acquisition of real property in the amount of $8,800,000. The land is recorded in the general fund as property held for resale. The City intends to sell the property by the end of calendar year 2015, and prepay the Lease Agreement at such time. If not prepaid, the term of the Lease Agreement extends until December 2019. Interest is calculated at 3.62% to June 1, 2016 and thereafter is reset to a fixed rate based on the three year LIBOR swap rate as of June 1, 2016, plus 3.0%. ABAG Revenue Bonds. On December 11, 2007, the Association of Bay Area Governments issued its 2007 Revenue Bonds, Series A and Series B, in order to purchase certain tax allocation bonds of three redevelopment agencies, one of which was the Redevelopment Agency. The Series A bonds were issued in the amount of $38,835,000 ($12,875,000 of which was allocated to the Redevelopment Agency) and the Series B bonds were issued in the amount of $16,590,000 ($3,135,000 of which was allocated to the Redevelopment Agency) from the 2007 Revenue Bonds are secured by tax increment revenue in each redevelopment area. The final maturity for the Redevelopment Agency is September 1, 2033, and the bonds allocated to the Redevelopment Agency are currently outstanding in the amount of $13,315,000. SVCW Bonds. Silicon Valley Clean Water (formerly South Bayside System Authority, the “Authority”), of which the City is one of four participating members, issued its $10,000,000 2008 Wastewater Revenue Bonds ($1,510,000 of which was allocated to the City), $55,855,000 2009 Wastewater Revenue Bonds ($7,565,789.47 of which was allocated to the City) and $60,000,000 2014 Wastewater Revenue Bonds ($10,032,026.50 of which was allocated to the City). The City’s allocable share of the SVCW Bonds currently outstanding is $18,824,922. A-19 City Investment Policy During the year, temporarily idle cash is invested in the Local Agency Investment Fund or the San Mateo County Investment Pool. The City’s investment policy is to minimize credit and market risks while maintaining a competitive yield on its portfolio. Risk Management Liability Coverage. The City participates in Association of Bay Area Governments (ABAG) Plan Corporation, a nonprofit public benefit corporation established to provide liability insurance coverage, claims and risk management and legal defense to its participating members. The ABAG Plan provides $5,000,000 of general and automobile liability coverage per occurrence $20,000,000 excess liability coverage per occurrence and is responsible for paying claims in excess of the City's $100,000 deductible. For the year ended June 30, 2014, the City paid ABAG Plan $403,059 in premiums. Workers' Compensation Coverage. The City participates in the Cities Group, created by a joint powers agreement to provide workers compensation coverage of up to $10,000,000 per occurrence in excess of $1,500,000 for safety officers and $1,000,000 for miscellaneous employees. Cities Group acts as administrator, claim adjuster and provides other risk management services as required by State law. Each member of Cities Group pays a premium commensurate with the level of coverage requested and shares surpluses and deficits proportionately to its participation in Cities Group. During the year ended June 30, 2014, the City paid Cities Group $187,055 in premiums. At June 30, 2014, Cities Group reported that the City's equity for Workers' Compensation program amounted to $230,308. Liability for Uninsured Claims. The City's liability for uninsured claims at June 30, 2014, was estimated by management based on ABAG Plan's claims experience and recorded in the Liability Insurance Internal Service Fund. For the years ended June 30, 2014 and 2013, the amount of settlements did not exceed insurance coverage. State Budget and its Impact on the City General. In recent years, the State of California has faced significant financial and budgetary stress, from which it began to recover in fiscal year 2012-13, experiencing budget shortfalls in the billions of dollars each of the last several years. State revenues declined significantly as a result of recent economic conditions and other factors. 2013-14 State Budget. On June 27, 2013, Governor Edmund G. Brown Jr. approved the 2013-14 Budget Act, projecting $97.1 billion in general fund revenues and adopting a $96.3 billion spending plan, the first balanced budget in many years. Temporary revenues provided by the passage of Proposition 30 and spending cuts in the past two years mean that the State’s budget is projected to remain balanced for the foreseeable future. The 2013-14 State Budget maintains a $1.1 billion reserve and pays down budgetary deficit, to be reduced from $35 billion to $27 billion in 2013-14 and to below $5 billion by the end of 2016-17. The 2013-14 State Budget overhauls the State’s system of K-12 education finance. The 2013-14 State Budget adopts a new allocation formula, known as the Local Control Funding Formula, which moves from a State-controlled system to a locally-controlled system. The execution of the 2013-14 Budget Act may be affected by numerous factors, including but not limited to: (i) shifts of costs from the federal government to the State, (ii) A-20 national, State and international economic conditions, (ii) litigation risk associated with proposed spending reductions, (iii) rising health care costs and (iv) other factors, all or any of which could cause the revenue and spending projections made in the 2013-14 Budget Act to be unattainable. While the State is not a significant source of City revenues, and the City does not anticipate that the State’s financial condition will materially adversely affect the financial condition of the City, there can be no assurances that any of the State’s current financial pressures, the 2013-14 Budget Act, or future State budgets will not adversely affect the City. Additionally, the City cannot predict the accuracy of any projections made in the 2013-14 Budget Act. To the extent that the 2013-14 Budget Act or future State budget processes results in reduced revenues to the City, the City will be required to make adjustments to the General Fund budget. Decrease in State revenues may have an adverse impact on the City’s ability to repay the Refunding Bonds. 2014-15 State Budget. On June 20, 2014, Governor Brown approved the 2014-15 Budget Act (the “2014-15 Budget”), projecting $108 billion in general fund revenues, which is $7.3 million more in general fund revenues than in fiscal year 2013-14. The 2014-15 Budget is balanced and projects paying down more than $10 billion in unprecedented amounts of budgetary debt from past years, including paying down deferral of payments to schools by $5 billion, paying off Economic Recovery Bonds, repaying various special fund loans, and funding $100 million in mandate claims that have been owed to local governments since 2004. The budgetary deficit is projected to be reduced to below $5 billion by the end of 2016-17. The fiscal year begins with a 2014-15 State Budget reserve of $2 billion dollars, including $1.6 billion in the State’s Budget Stabilization Account, also known as the State’s rainy day fund. Temporary revenues provided by the passage of Proposition 30 (Sales and Income Tax Revenue Increase approved by State voters at an election held on November 8, 2011) and spending cuts have allowed for continued economic growth in the State. The 2014-15 State Budget also contains triggers allowing for additional spending, if various revenue benchmarks are exceeded. If revenues surpass certain estimates, then the Budget calls for more funds to be applied to higher education and to pay down debt. Certain highlights of the 2014-15 Budget are described below. The 2014-15 State Budget included a proposed constitutional amendment which was approved by State voters in November, 2014. The measure alters the State’s existing requirements for the Budget Stabilization Account, the State’s existing rainy day account and will: Require deposits into the Rainy Day Fund whenever capital gains revenues rise to more than 8% of general fund tax revenues, and would set the maximum size of the Rainy Day Fund at 10% of State general fund revenues. Require half of each year’s deposit for the next 15 years be used for supplemental payments of debt or other long-term liabilities. Allow for withdrawal of funds only for a disaster or if spending remains at or below the highest level of spending from the past three years. The maximum amount that could be withdrawn in the first year of a recession would be limited to half of the Rainy Day Fund’s balance. Require that the State provide a multiyear budget forecast to better manage the State’s long-term finances. A-21 Create a Proposition 98 reserve, known as the Public School System Stabilization Account, where spikes in funding will be saved for future years. This is intended to smooth school spending and minimize future cuts to education funding. Higher Education and Healthcare. The 2014-15 State Budget includes total funding of $26.2 billion ($14.7 billion General Fund and local property tax and $11.5 billion other funds). It also provides for up to a 20 percent increase in General Fund appropriations over a four-year period. The 2014-15 Budget includes a 5 percent increase in 2014-15 for each university system, which equals $284 million total. Regarding healthcare, the state’s adoption of the optional expansion of Medi-Cal under federal law known as the Affordable Care Act created major new spending commitments. The 2014-15 Budget assumes an additional Medi-Cal caseload of 2.5 million individuals and a rise in costs of $2.4 billion over fiscal year 2012-13. Emergency Drought Response. On January 17, 2014, Governor Brown proclaimed a state of emergency due to the severe drought conditions faced by the state. Legislation was enacted in February which provided $687.4 million to support drought relief. The 2014-15 Budget includes additional one-time resources to continue immediate drought-related efforts started in 2014, such as an increase of $53.8 million General Fund and $12.2 million other funds for firefighting efforts, and an increase of $18.1 million General Fund to aid in assessing water conditions and provide public outreach regarding water conservation. Numerous Factors Affecting Budget and Projections. The execution of the 2014-15 State Budget may be affected by numerous factors, including but not limited to: (i) shifts of costs from the federal government to the State, (ii) national, State and international economic conditions, (iii) litigation risk associated with spending reductions, including the elimination of redevelopment agencies, (iv) rising health care costs (v) large unfunded liabilities for retired State employee’s pensions and healthcare, (vi) deferred maintenance of State’s critical infrastructure and (vii) other factors, all or any of which could cause the revenue and spending projections made in 2014-15 State Budget to be unattainable. The City cannot predict the impact that the 2014-15 State Budget, or subsequent budgets, will have on its own finances and operations. Additionally, the City cannot predict the accuracy of any projections made in the State’s 2014-15 State Budget. The complete 2014-15 State Budget is available from the California Department of Finance website at www.dof.ca.gov. The City can take no responsibility for the continued accuracy of this internet address or for the accuracy, completeness or timeliness of information posted there, and such information is not incorporated in this Official Statement by such reference. The information referred to above should not be relied upon in making an investment decision with respect to the Refunding Bonds. 2015-16 Proposed State Budget. On January 9, 2015, Governor Brown presented his proposed budget for the 2015-16 Fiscal Year (the “2015-16 Proposed State Budget”). The 2015-16 Proposed State Budget proposes a multiyear plan that is balanced, maintains a $3.4 billion reserve, and pays down budgetary debt from past years. Under the 2015-16 Proposed State Budget, funding levels for K-12 education will increase by $4 billion and funding levels for workforce education and training will increase by $876 million. Funding is also increased for the University of California and California State University higher education systems. The 2015-16 Proposed State Budget includes a $115 million allocation from the State’s General Fund to A-22 address the drought, and addresses deferred maintenance issues with $500 million from the State’s General Fund. The complete 2015-16 Proposed State Budget is available from the California Department of Finance website at www.dof.ca.gov. The City can take no responsibility for the continued accuracy of this internet address or for the accuracy, completeness or timeliness of information posted there, and such information is not incorporated in this Official Statement by such reference. The information referred to above should not be relied upon in making an investment decision with respect to the Refunding Bonds. The execution of 2015-16 Proposed State Budget may be affected by numerous factors, including but not limited to: (i) shifts of costs from the federal government to the State, (ii) national, State and international economic conditions, (ii) litigation risk associated with proposed spending reductions, (iii) rising health care costs and (iv) other factors, all or any of which could cause the revenue and spending projections made in the 2015-16 Proposed State Budget to be unattainable. The City cannot predict the impact that the 2015-16 Proposed State Budget, or subsequent budgets, will have on its own finances and operations. Additionally, the City cannot predict the accuracy of any projections made in the 2015-16 Proposed State Budget. A-23 THIS PAGE INTENTIONALLY LEFT BLANK APPENDIX B FISCAL YEAR 2013-14 COMPREHENSIVE ANNUAL FINANCIAL REPORT B-1 THIS PAGE INTENTIONALLY LEFT BLANK CITY OF SAN CARLOS, CALIFORNIA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2014 PREPARED BY CITY OF SAN CARLOS FINANCE DIVISION CITY OF SAN CARLOS, CALIFORNIA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2014 TABLE OF CONTENTS Page Number INTRODUCTORY SECTION Letter of Transmittal ............................................................................................................................... i List of Principal Officials ....................................................................................................................... vii The Citizens of the City of San Carlos ................................................................................................ viii Administrative Services Department .................................................................................................... ix Certificate of Achievement for Excellence in Financial Reporting (GFOA) ........................................... x FINANCIAL SECTION INDEPENDENT AUDITORS' REPORT ................................................................................................ 1 MANAGEMENT'S DISCUSSION AND ANALYSIS .............................................................................. 5 BASIC FINANCIAL STATEMENTS Government-Wide Financial Statements: Statement of Net Position ...................................................................................................... 21 Statement of Activities............................................................................................................ 22 Fund Financial Statements: Balance Sheet - Governmental Funds ................................................................................... 27 Reconciliation of the Balance Sheet of Governmental Funds to the Statement of Net Position ............................................................................................ 28 Statement of Revenues, Expenditures and Changes in Fund Balances - Governmental Funds ........................................................................................... 29 Reconciliation of the Statement of Revenues, Expenditures and Changes in Fund Balances of Governmental Funds to the Statement of Activities............................................................................................................ 31 Budgetary Comparison Statement by Department – General Fund ...................................... 32 Statement of Net Position - Proprietary Funds ...................................................................... 37 Statement of Revenues, Expenses and Changes in Fund Net Position - Proprietary Funds ............................................................................................ 38 Statement of Cash Flows - Proprietary Funds ....................................................................... 39 Statement of Fiduciary Net Position - Fiduciary Funds .......................................................... 42 Statement of Changes in Fiduciary Net Position - Fiduciary Funds ...................................... 43 Notes to Financial Statements...................................................................................................... 45 CITY OF SAN CARLOS, CALIFORNIA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2014 TABLE OF CONTENTS Page Number COMBINING AND INDIVIDUAL FUND STATEMENTS AND SCHEDULES Combining Balance Sheet - Nonmajor Governmental Funds ...................................................... 82 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Governmental Funds .................................................................... 84 Budgetary Comparison Schedules (Budgetary Basis) – Special Revenue Funds: NPDES ............................................................................................................................ 86 Police Grants ................................................................................................................... 87 San Carlos Library Tenant............................................................................................... 88 Capital Project Funds: Capital Improvement ....................................................................................................... 89 Housing............................................................................................................................ 90 Equipment Replacement ................................................................................................. 91 Measure A ....................................................................................................................... 92 Gas Tax ........................................................................................................................... 93 Park Fee .......................................................................................................................... 94 Parking In-Lieu ................................................................................................................ 95 Debt Service Funds: San Carlos Library Bonds................................................................................................ 96 Combining Statement of Net Position – Internal Service Funds .................................................. 99 Combining Statement of Revenues, Expenses and Changes in Net Position – Internal Service Funds ..................................................................... 100 Combining Statement of Cash Flows – Internal Service Funds ................................................. 101 Combining Statement of Net Position – All Agency Funds ........................................................ 104 Combining Statement of Changes in Assets and Liabilities – All Agency Funds ..................................................................................................... 105 CITY OF SAN CARLOS, CALIFORNIA COMPREHENSIVE ANNUAL FINANCIAL REPORT FOR THE FISCAL YEAR ENDED JUNE 30, 2014 TABLE OF CONTENTS Page Number STATISTICAL SECTION Net Position by Component – Last Ten Fiscal Years .......................................................... 108 Changes in Net Position– Last Ten Fiscal Years ................................................................ 110 Fund Balances of Governmental Funds – Last Ten Fiscal Years ....................................... 112 Changes in Fund Balances of Governmental Funds Last Ten Fiscal Years .......................................................................................................... 114 Assessed and Estimated Actual Value of Taxable Property – Last Ten Fiscal Years .......................................................................................................... 116 Direct and Overlapping Property Tax Rates – Last Ten Fiscal Years ................................. 117 Top Ten Property Tax Payers- Current Year and Ten Years Ago ....................................... 118 Property Tax Levies and Collections – Last Ten Fiscal Years ............................................ 119 Ratio of Outstanding Debt by Type – Last Ten Fiscal Years ............................................... 120 Ratio of General Bonded Debt Outstanding – Last Ten Fiscal Years ................................. 121 Pledged-Revenue Coverage – Last Four Fiscal Years ....................................................... 122 Computation of Direct and Overlapping Debt ...................................................................... 123 Computation of Legal Bonded Debt Margin ........................................................................ 124 Demographic and Economic Statistics – Last Ten Fiscal Years ......................................... 125 Principal Employers ............................................................................................................. 126 Full-Time Equivalent City Government Employees by Function.......................................... 127 Operating Indicators by Function/Program – Last Ten Fiscal Years ................................... 128 Capital Asset Statistics by Function/Program – Last Ten Fiscal Years ............................... 129 THIS PAGE INTENTIONALLY LEFT BLANK CITY OF SAN CARLOS CITY COUNCIL ADMINISTRATIVE SERVICES DEPT MARK OLBERT, MAYOR RON COLLINS, VICE MAYOR ROBERT GRASSILLI MATTHEW GROCOTT CAMERON JOHNSON 600 ELM STREET SAN CARLOS, CALIFORNIA 94070-1309 Email: [email protected] TELEPHONE (650) 802-4213 FAX (650) 595-6767 November 12, 2014 To the Members of the City Council and Citizens of the City of San Carlos: It is the policy of the City of San Carlos to annually publish a complete set of financial statements presented in conformity with generally accepted accounting principles (GAAP) and audited in accordance with generally accepted auditing standards by an independent firm of certified public accountants. Pursuant to that requirement, we hereby issue the comprehensive annual financial statements of the City of San Carlos (“the City”) for the fiscal year ended June 30, 2014. This report consists of management’s representations concerning the finances of the City. Consequently, management assumes full responsibility for the completeness and reliability of all the information presented in this report. To provide a reasonable basis for making these representations, management of the City has established a comprehensive internal control framework that is designed both to protect the City’s assets from loss, theft, or misuse and to compile sufficiently reliable information for the preparation of the City’s financial statements in conformity with the Generally Accepted Accounting Principles (GAAP). Because the cost of internal controls should not outweigh their benefits, the City’s comprehensive 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, this financial report is complete and reliable in all material respects. The City’s financial statements have been audited by Lance Soll & Lunghard, LLP, a firm of certified public accountants. The goal of the independent audit is to provide reasonable assurance that the financial statements of the City for the fiscal year ended June 30, 2014, are free of material misstatement. The independent audit involved examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements; assessing the accounting principles used and significant estimates made by management; and evaluating the overall financial statement presentation. The independent auditor concluded, based upon the audit, that there was a reasonable basis for rendering an unmodified opinion that the City’s financial statements for the fiscal year ended June 30, 2014, were fairly presented in conformity with generally accepted accounting principles. The independent auditor’s report is presented as the first component of the financial section of this report. i Fiscal Year 2014 Transmittal Letter November 12, 2014 GAAP require 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’s MD&A can be found immediately following the report of the independent auditors. Profile of the Government The City, incorporated in 1925, is located in the San Francisco Bay Area region of the State of California, which is considered to be one of the most expensive areas of the State and country in which to live. The area also is renowned worldwide for technological innovation as home to Silicon Valley. The City currently occupies a land area of six square miles and serves a population of approximately 29,200. The City is a General Law city, and empowered to levy a transient occupancy tax on hotel/motel stays and a business registration fee on for-profit businesses within its boundaries. It also is empowered by state statute to extend its corporate limits by annexation, which occurs periodically when deemed appropriate by the City Council. The City has operated under the council-manager form of government since 1925. Policymaking and legislative authority are vested in a City Council consisting of the Mayor, selected by the Council, and four other Council Members. The City Council is responsible for, among other things, passing ordinances, adopting the budget, appointing advisory commissions/committees, and hiring both the City Manager and City Attorney. The City Manager is responsible for carrying out the policies and ordinances of the City Council, for overseeing the day-to-day operations of the City, and for appointing the heads of the various departments. The City Council is elected on a non-partisan, at large basis. Council Members serve four-year staggered terms, with two or three Council Members elected every two years. The Mayor and Vice-mayor are selected from among the five Council Members to serve oneyear terms. The City provides a full range of services, including police and fire; the construction and maintenance of highways, streets and other infrastructure; and recreational activities and cultural events. Budget Process The biennial budget serves as the foundation for the City’s financial planning and control. Twice a year, the City Council participates in a Strategic Planning Session with the Executive Management staff. The FY 13-14 sessions resulted in the review of the City’s three-year goals and the creation of numerous accompanying six-month implementation objectives. The sixmonth objectives are included in the budget process. All departments of the City are required to submit requests for appropriation to the City Manager each spring. The City Manager uses these requests to develop a proposed budget. The City Manager then presents this proposed budget to the Council for review prior to the end of May. ii Fiscal Year 2014 Transmittal Letter November 12, 2014 The Council holds a public hearing on the proposed budget and adopts a final budget by the end of June, the close of the City’s fiscal year. The appropriated budget is prepared by fund, function/program (e.g., public safety), and department (e.g., Community Development). Department heads may make transfers of appropriations within a department. Transfers of appropriations between departments, but within the same fund, can be approved administratively (by the Administrative Services Director or City Manager). Transfers between funds require the approval of the City Council. Budget-to-actual comparisons are presented in the supplementary section of the accompanying financial statements for each individual governmental fund for which an appropriated annual budget has been adopted. During the last biennial budget cycle, the City established a two-year program-based operating budget, maintained the existing line-item department budgets and developed a new format for the five-year capital budget. During the FY14-16 biennial budget cycle, the City expanded the details of each department to represent the financial data by program and identified performance measures. During the next biennial budget cycle and the final phase in our transition, the City will expand the performance measures by program to reflect future objectives as compared to prior performance. Economic Condition and Outlook The information presented in the financial statements is perhaps best understood when it is considered from the broader perspective of the specific environment of which the City operates. Local economy The unemployment rate in San Mateo County has fallen from 5.4% in 2013 to 4.2% in 2014. The San Carlos unemployment rate has dropped from 3.6% to 2.8%. This compares with an unemployment rate of 7.3% for California and 6.3% for the nation during the same period. As of June 2014, there were an estimated 388,100 jobs in the County, an increase of 9,800 jobs from a year earlier. According to the California Employment Development Department, the total number of jobs located in the West Bay counties of Marin, San Francisco, and San Mateo expanded by 11,400 to total 1,037,000 between June 2013 and June 2014. The National Association of Realtors released a report that shows the national median existing home price of $223,300 in June 2014. This number reflects an increase of 4.2% from June 2013. However, the median sales price of existing homes in San Carlos is $1,250,000, a 5.7% increase from the same period a year ago. In November 2012, California voters passed Proposition 30. This measure raises the state sales tax by a quarter-cent for four years and increases income tax rates for individuals who earn more than $250,000 a year for seven years. Passage of the measure is said to have offset the need to make $6 billion per year in cuts in the State budget. The passage of Proposition 30, coupled with growth in the State economy, has enabled the Governor and the State Legislature to predict a balanced budget and a record surplus at the State level for the upcoming 2014-15 fiscal year. iii Fiscal Year 2014 Transmittal Letter November 12, 2014 This has lessened the likelihood of looking to the local agencies’ revenue sources to balance the State budget. However, there are still problems ahead with the State budget. The Governor has talked about the need to be conservative in State spending as plans are made to pay off some of the State’s bonded debt. There is also the need for the State to increase payments into the teacher’s “STRS” pension system. The shortfall in State payments is somewhere between $4.5 and $6 billion per year. These challenges suggest that the State may yet be looking for additional revenues to address its budget in the years ahead. Sales Tax Sales tax is a critical general fund revenue as it accounts for approximately 20% of total general fund revenues. Local general sales tax in FY 2014 was $6.55 million, a 14.7% increase as compared to FY 2013, reflecting a stable economic growth and an expanded sales tax base from a new State mandate requiring certain out-of-state internet retailers to collect sales tax. Based on the latest sales tax data, sales tax growth will be higher in the coming year than the prior year. Receipts from building and construction categories show solid gains, reflecting the increase in new construction and remodeling activity. Other categories, such as restaurants and office furniture are also projected to have modest growth. The increase in the countywide use tax allocation also contributes to higher sales tax revenues. Property Tax Property tax projections for FY 2015 include a 2% increase in revenue based on the annual inflationary factor on the property tax assessment rolls in January 2014. According to the information from our independent third-party consultant, while the median existing home prices have increased, the inventory of homes available for sale remains tight, keeping the growth at moderate level. The gross assessed values of properties in the City of San Carlos have increased by 3.8% in 2014 as compared to the 5.6% increase countywide. The annual median single family residential sales price in 2014 was 5.7% higher than the 2013 median price. Long-term Financial Planning and Major Initiatives Long-term financial planning The City Council and City management continue to emphasize “structural balance” in the City’s financial planning. The City has established economic reserves to meet future opportunities and unexpected changes. The City has structurally aligned its revenues and expenditures to provide for a sustainable financial balance. To that end, the City has taken the following steps over the years: • • • Budget revenues conservatively and expenditures at full cost; Maintain the condition of City facilities and infrastructure in order to optimize the use, as well as minimize future repair/replacement costs; Maintain a highly motivated, talented and well trained workforce to serve the needs of the community; iv Fiscal Year 2014 Transmittal Letter November 12, 2014 • • • Retain municipal ownership of commercial properties and utilize ground leases to diversify the City’s revenue stream; Secure outside funding and/or low-cost debt financing, and set aside City resources to pay for capital improvement projects; and Limit the growth of on-going expenses for City services to a financially sustainable level. Major events and initiatives Highlights of the City’s major events and initiatives that were completed or in progress as of June 30, 2014 or soon after the year-end are as follows: • In June 2014, the City finalized the purchase of three parcels for approximately $14 million with the intent to consolidate the properties and sell the land to a hotel developer within two years. During the economic downturn in the past several years, very few hotel rooms were added to the market. Private developers across the state are struggling to maintain pace with demand for room nights. The City has identified increasing transient occupancy tax (TOT) revenues as an obvious opportunity. It is estimated that the development of regional-serving hotel will bring the City approximately $1 million in TOT per year. • The City has received clearance from the State Department of Finance to proceed with the development of Wheeler Plaza. The development includes 108 new housing units, new commercial space along San Carlos Avenue and a new parking structure with an increase of 50 public parking spaces for the downtown. Next steps include preparation of final design and the planning and building permit process. • Phase I of the Sewer Capacity Assurance Plan (CAP) was completed at the end of June. The project upsized various sewer pipelines and replaced/rehabilitated 26 sanitary sewer manholes along Brittan Avenue and Arroyo Avenue. The project provided a better and more reliable sewer system. The next priority in the CAP is the Industrial Road Parallel Sanitary Sewer Project. This project will improve approximately 5,500 feet of sanitary sewer pipe from Skyway Road, crosses under U.S. Hwy 101, moves south along Industrial Road to Brittan Avenue. This project is designed to decrease potential overflows during storms and construction is expected to complete by April 2016. • The Crestview Park Renovation project is finally underway after two years of design reviews and careful consideration of public input. This project incorporates many ideas and suggestions from the community and is expected to be completed in fall 2014. • The Eastside Connect Project is currently underway. This project includes installation of new sidewalks and streetlights, widening existing sidewalks, planting new trees, and bicycle improvements on East San Carlos Avenues for the entire length of Old County Road. This project is also expected to be completed in fall 2014. v vi City of San Carlos Directory of Officials June 30, 2014 CITY COUNCIL Mark Olbert, Mayor Ron Collins, Vice Mayor Cameron Johnson, Councilmember Bob Grassilli, Councilmember Matthew Grocott, Councilmember CITY CLERK Crystal Mui, City Clerk/Community Relations Director CITY TREASURER Michael J. Galvin, City Treasurer ADMINISTRATION Jeff Maltbie, City Manager Gregory J. Rubens, City Attorney Greg Rothaus, Police Chief Rebecca Mendenhall, Administrative Services Director Christine Boland, Parks & Recreation Director Jay Walter, Public Works Director Al Savay, Community Development Director Jim Skinner, Fire Chief xii vii The Citizens of the City of San Carlos City Treasurer (Elected) City Council City Attorney Fire City Manager City Clerk Police Bureau Administrative Services Department Community Development Department Parks and Recreation Department Public Works Department Recreation Maintenance Finance Planning Human Resources Building Engineering Information Technology Economic Development & Housing Traffic Control Risk Management Mechanic Parks & Buildings Maintenance viii Administrative Services Department Administrative Services Director Sr. Management Analyst Administrative Assistant Financial Services Manager Human Resources Manager Senior Accountant Human Resources Management Analyst Senior Accountant Account Tech II Account Tech II ix Information Technology Manager Sr. Systems Analyst Systems Analyst x INDEPENDENT AUDITORS’ REPORT To the Honorable Mayor and Members of the City Council City of San Carlos, California Report on 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 City of San Carlos, California, (the City) as of and for the year ended June 30, 2014, 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. Auditor’s Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America 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 auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’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 entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. To the Honorable Mayor and Members of the City Council City of San Carlos, California 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 San Carlos, California, as of June 30, 2014, and the respective changes in financial position and, where applicable, cash flows thereof and the respective budgetary comparison for the General Fund 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 management’s discussion and analysis 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 required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. 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 schedules, and statistical section are presented for purposes of additional analysis and are not a required part of the basic financial statements. The combining and individual nonmajor fund financial statements and schedules are the responsibility of management and were 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 combining and individual nonmajor fund financial statements and schedules are 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. 2 To the Ho onorable Mayo or and Memb bers of the Citty Council City of Sa an Carlos, California Other Reporting Requ uired by Gov vernment Auditing Sta andards In accord dance with Governmentt Auditing Standards, we have a also issued our report dated Novembe er 12, 2014, on o our conside eration of the City’s interna al control ove er financial re eporting and o on our tests of its s compliance e with certain provisions off laws, regula ations, contra acts, and gran nt agreementts and other mattters. The pu urpose of thatt report is to describe the scope of ourr testing of in nternal contro ol over financial reporting r and compliance and a the resultts of that testiing, and not tto provide an opinion on in nternal control ov ver financial reporting or on compliance e. That reporrt is an integrral part of an audit perform med in accordanc ce with Gove ernment Aud diting Standards in conssidering City’ss internal con ntrol over financial reporting and complian nce. Brea, California Novembe er 12, 2014 3 THIS PAGE INTENTIONALLY LEFT BLANK 4 MANAGEMENT’S DISCUSSION AND ANALYSIS This section of the City’s Comprehensive Annual Financial Report presents an overview and analysis of the City’s financial activities for the fiscal year ended June 30, 2014. We encourage readers to consider the information presented here in conjunction with the accompanying transmittal letter and basic financial statements. FINANCIAL HIGHLIGHTS • The City’s total net position increased by $22 million or 11.6%, primarily from the capital lease financing for the Landmark site acquisition, higher property tax and sales tax revenues, sewer rate increases, and the reporting restatement in the Sewer Fund for the change of reporting investment in Silicon Valley Clean Water (SVCW) joint venture. • The total expenses for governmental programs increased by $4.6 million or 14.9% over the prior year mainly due to an increase in capital project related expenses. The total revenues for governmental programs increased by $7.1 million or 19.1%. • In the business-type activities, the revenues exceeded expenses by $4.3 million in the current fiscal year, which is $2.4 million higher than the prior year as a result of rate increases. • At the close of the fiscal year, the City’s governmental funds reported a combined ending fund balance of $56.5 million, an increase of $12.3 million or 27.8% in comparison with the prior year. Approximately $3 million of this amount is classified as unassigned fund balance in the General Fund. OVERVIEW OF THE FINANCIAL STATEMENTS The annual report consists of four parts – management’s discussion and analysis (this section), the basic financial statements, required supplementary information, and an optional section that presents combining statements for non-major governmental funds and internal service funds. The basic financial statements include two kinds of statements that present different views of the City: • The first two statements are government-wide financial statements that provide both long-term and short-term information about the City’s overall financial status. • The remaining statements are fund financial statements that focus on individual parts of the City government, reporting the City’s operations in more detail than the government-wide statements. o The governmental funds statements tell how general government services like public safety were financed in the short term as well as what remains for future spending. o Proprietary fund statements offer short- and long-term financial information about the activities the government operates like businesses, such as the sewer system. o Fiduciary fund statements provide information about fiduciary relationships – like the agency funds of the City – in which the City acts solely as agent or trustee for the benefit of others, to whom the resources in question belong. 5 MANAGEMENT’S DISCUSSION AND ANALYSIS The financial statements also include notes that explain some of the information in the financial statements and provide more detailed data. The statements are followed by a section of required supplementary information that provides additional financial and budgetary information. Figure A-1 summarizes the major features of the City’s financial statements, including the portion of the City government they cover and the types of information they contain. The remainder of this overview section of management’s discussion and analysis explains the structure and contents of each of the statements. Figure A-1 City of San Carlos Comprehensive Annual Financial Report (CAFR) Comprehensive Annual Financial Report (CAFR) Introductory Section Introductory Sections Management's Discussion and Analysis Government-wide Financial Statements Fund Financial Statements Governmental Funds Proprietary Funds Balance Sheet Statement of Net Position Reconciliation of the Governmental Funds Balance Sheet Statement of Revenue, Expenses and changes in Fund Net Position Statement of Revenues, Expenditures and Changes in Fund Balance Statement of Cash Flows Statement of Net Position Financial Section Statement of Activities Reconciliation of the Net Changes in Fund Balances Fiduciary Funds Statement of Fiduciary Net Postion Statement of Changes in Fiduciary Net Position NOTES TO THE FINANCIAL STATEMENTS INFORMATION ON INDIVIDUAL NON-MAJOR FUNDS AND OTHER SUPPLEMENTARY INFORMATION Statistical Section STATISTICAL SECTION Reporting the City as a Whole The accompanying government-wide financial statements include two statements that present financial data for the City as a whole. One of the most important questions asked about the City’s finances is, “Is the City, as a whole, better off or worse off as a result of the year’s activities?” The Statement of Net Position and the Statement of Activities report information about the City as a whole and about its activities in a way that helps answer this question. These statements include all assets and liabilities using the accrual basis of accounting, which is similar to the accounting used by most private-sector companies. All of the current year’s revenues and expenses are taken into account regardless of when cash is received or paid. These two statements report the City’s net position and changes in them. You can think of the City’s net position – the difference between assets, deferred outflows of resources, liabilities and deferred inflows of resources –as one way to measure the City’s financial health, or financial position. Over time, increases and decreases in the City’s net position are one indicator of whether its financial health is improving or deteriorating. You will need to consider other non-financial factors, however, such as changes in the City’s property tax base and the condition of the City’s roads, to assess the overall health of the City. 6 MANAGEMENT’S DISCUSSION AND ANALYSIS In the Statement of Net Position and the Statement of Activities, we divide the City services into two kinds of activities: • Governmental activities – Most of the City’s basic services are reported here. Sales taxes, property taxes, state subventions, and other revenues finance most of these activities. • Business-type activities – The City charges a fee to customers to help it cover all or most of the cost of the services accounted for in these funds. Reporting the City’s Most Significant Funds The fund financial statements provide detailed information about the City’s most significant funds – not the City as a whole. Some funds are required to be established by State law or by bond covenants. However, City Council establishes many other funds to help it control and manage money for particular purposes or to show that it is meeting administrative responsibilities for using certain taxes, grants, or other money. The City’s two kinds of funds – governmental and proprietary – use different accounting approaches. • Governmental funds – Most of the City’s basic services are reported in governmental funds, which focus on how money flows into and out of those funds and the balances left at year-end that are available for spending. These funds are reported using an accounting method called modified accrual accounting, which measures cash and all other current financial assets that can readily be converted to cash. The governmental fund statements provide a detailed short-term view of the City’s general government operations and the basic services it provides. Governmental fund information helps you determine whether there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. We describe the relationship or differences between governmental activities (reported in the Statement of Net Position and the Statement of Activities) and governmental funds in the reconciliation at the bottom of the fund financial statements. • Proprietary funds – When the City charges customers for the services it provides – whether to outside customers or to other units of the City – these services are generally reported in proprietary funds. Proprietary funds are reported in the same way that all activities are reported in the Statement of Net Position and the Statement of Activities. In fact, the City’s enterprise funds (a component of proprietary funds) are the same as the business-type activities reported in the government-wide statements but provide more detail and additional information, such as cash flows, for proprietary funds. We use internal service funds (the other component of proprietary funds) to report activities that provide supplies and services for the City’s other programs and activities. Reporting the City’s Fiduciary Responsibilities The City is an agent for certain assets held for, and under the control of, other organizations and individuals. All of the City’s fiduciary activities are reported in a separate Statement of Fiduciary Net Position. We exclude these activities from the City’s other financial statements because the City cannot use these assets to finance its operations. The City is responsible for ensuring that the assets reported in these funds are used for their intended purposes. Agency Funds include: the Pulgas Drainage Assessment District Special Tax Bonds; the City/County Association of Governments; and the South Bayside Waste Management Authority (SBWMA). Private Purpose Trust Fund is used to report resources held in trust for the Successor Agency of the former RDA. 7 MANAGEMENT’S DISCUSSION AND ANALYSIS Government-Wide Statement Summaries Net position may over time serve as a useful indicator of a City’s financial position. The City’s assets exceeded liabilities by $210.9 million at June 30, 2014. Net Position Table 1 below reflects the City’s net position as of June 30, 2013 and June 30, 2014: Table 1 City’s Comparative Statement of Net Position June 30, 2013 and 2014 (Amounts in Millions) Governmental Activities 2013 Current and other assets Capital assets, net of depreciation Total Assets $ 55.3 125.9 $ 181.2 2014 2013 $ 68.7 130.9 $ 199.6 $ $ 9.4 0.5 9.9 2014 $ 2013 $ 63.4 148.6 $ 212.0 Total % Change 2014 $ 19.9 14.8 34.7 $ 88.6 145.7 $ 234.3 39.7% -2.0% 10.5% $ 0.8 0.8 16.1 7.0 $ 23.1 $ 15.2 8.2 23.4 -5.6% 17.1% 1.3% $ 119.2 8.9 39.9 $ 124.5 9.8 42.7 $ 13.3 7.6 $ 14.8 19.1 $ 132.5 8.9 47.5 $ 139.3 9.8 61.8 5.1% 10.1% 30.1% Total Net Position $ 168.0 $ 177.0 $ 20.9 $ 33.9 $ 188.9 $ 210.9 11.6% $ 15.2 7.4 22.6 $ 8.1 22.7 30.8 All Government Long-term debt outstanding Other liabilities Total Liabilities Net Position: Invested in capital assetsnet of related debt Restricted Unrestricted $ 6.7 6.5 13.2 Business - Type Activities The largest portion of the net position (66%) reflects the City’s $139.3 million investment in capital assets less any capital-related outstanding debt. Capital assets are the aggregated value of land, buildings and improvements that are used to provide services. Their value is reported net of related debt because the funds to repay the debt come from other sources. The City’s capital assets cannot be sold and used to liquidate liabilities. This portion increased by $6.8 million or 5.1% from prior year mainly because of the addition in capital assets associated with the construction projects that were underway. The adjustments in participation rights and the long-term debt under the Business-type activities resulted from a change in the way the City reports its investment in the SVCW joint venture. Another portion of the City’s net position is subject to external restrictions, such as debt covenants, grantor’s stipulations, or enabling legislation, on how they may be used. As of June 30, 2014, the restricted assets were 4.6% or $9.8 million of the total net position. Of this amount, $4.6 million is restricted for low and moderate income housing, $2.7 million for capital projects such as street repair and maintenance, and $2 million for debt services. The remaining amount relates to Police grant and the Park In-Lieu fees. The unrestricted net position of $61.8 million represents the remaining balance of the net position. Included in this portion of the net position are the property held for resale ($14 million) under the governmental activities and the investment in the SVCW joint venture ($9.1 million) under the business-type activities; neither of which are readily available 8 MANAGEMENT’S DISCUSSION AND ANALYSIS for day-to-day operational spending. The remaining portion of the unrestricted net position may be used to meet the government’s ongoing and unexpected expenses, including sewer expenses, facility and infrastructure improvements, pension related liabilities, property acquisition, and emergency repairs and replacement. At the end of the current fiscal year, the City is able to report positive balances in all three categories of net position, both for the government as a whole, as well as for its separate governmental and business-type activities. The same situation held true for the prior fiscal year. Statement of Activities and Changes in Net Position The City’s net position increased by $13.3 million during the current fiscal year as indicated in the Statement of Activities and Changes in Net Position (see Table 2 below). Table 2 Statement of Activities and Changes in Net Position June 30, 2013 and 2014 (Amounts in Millions) Governmental Activities 2013 Program Revenues: Charges for Services Operating Grants & Contributions Capital Grants & Contributions General Revenues: Property Taxes Other Taxes Other General Revenues Total Revenues Program Expenses: General Government Community Development Public Safety Public Works Parks & Recreation Sewer Operations Interest Expenses Total Expenses Inc/(Dec) in Net Position before transfers Transfers Change in Net Position Beginning Net Position Restatement of Net Position Ending Net Position $ $ $ $ $ $ All Government Business-Type Activities 2014 2013 6.3 $ 1.6 1.1 7.6 1.9 5.0 $ 11.2 10.8 6.2 37.2 $ 12.9 11.9 5.0 44.3 6.5 $ 2.7 14.6 2.7 4.1 0.3 30.9 $ 5.3 3.0 15.6 8.3 3.0 0.3 35.5 $ 6.3 $ 0.5 6.8 $ 8.8 0.2 9.0 $ $ $ $ $ 161.2 $ 168.0 $ 168.0 $ 177.0 $ $ 9 2014 2013 10.0 $ 0.2 - 12.7 - $ 10.2 $ 0.1 12.8 $ 7.8 7.8 $ 8.3 8.3 $ 2.4 $ (0.5) 1.9 $ 4.5 (0.2) 4.3 $ $ 19.0 $ 20.9 $ 20.9 8.7 33.9 % change 2014 16.3 $ 1.8 1.1 20.3 1.9 5.0 24.5% 5.6% 354.5% 11.2 10.8 6.2 47.4 $ 12.9 11.9 5.1 57.1 15.2% 10.2% -17.7% 20.5% 6.5 $ 2.7 14.6 2.7 4.1 7.8 0.3 38.7 $ 5.3 3.0 15.6 8.3 3.0 8.3 0.3 43.8 -18.5% 11.1% 6.8% 207.4% -26.8% 6.4% 0.0% 13.2% 13.3 13.3 52.9% 0.0% 52.9% $ 180.2 $ 188.9 8.7 $ 188.9 $ 210.9 4.8% 100.0% 11.6% $ $ 8.7 8.7 $ $ MANAGEMENT’S DISCUSSION AND ANALYSIS The Statement of Activities presents program revenues and expenses, and general revenues in detail. All of these are elements in the Changes in Net Position summarized in Table 2 of the previous page. As of June 30, 2014 the City’s total net position was $210.9 million. This is an increase of $22 million or 11.6% over the prior year. The changes in net position are explained in the following paragraphs. Total revenue for all government-wide activities was $57.1 million, an increase of $9.7 million or 20.5%, while the total expense of all government-wide activities rose by $5.1 million or 13.2% to $43.8 million. Governmental Activities Net position in the governmental activities totaled $177 million, an increase of $9 million or 5.4% over the prior year. The increase is a result of higher total revenue generated from taxes, charges for services and grants, offset by an increase in public safety and infrastructure repair and maintenance expenses. Total revenue for the City’s governmental activities before transfers has increased by 19.1% to $44.3 million. Total governmental activity expenses increased by 14.9% to $35.5 million. As shown in the Statement of Activities, the amount that taxpayers ultimately financed for these activities through City taxes was $24.8 million as some of the cost was paid by those who directly benefited from the programs ($7.6 million), or by other governments and organizations that subsidized certain programs with grants and contributions ($6.9 million), or by other general revenues ($5 million). The reasons for significant changes in the revenues and expenses of the City’s governmental activities are as follows: • The combined amount of operating and capital grants and contributions received in the fiscal year 2013-14 is $4.2 million more than in the prior year. The increase is mainly due to grantors’ reimbursements for the Bransten Road Green Street project, the East Side Connect project, the Holly Street/101 Interchange project, the Industrial Road Underground Utilities project, and the Old County Road Underground Utilities project. • Property taxes increased by $1.7 million or 15.2% in comparison with the prior year mainly because of increases in assessed values and receipts from property transfers. • Charges for Services increased by $1.3 million or 20.6% to $7.6 million, mainly from increased revenues for plan check reviews and zoning as well as building permits. • The overall increase in other taxes that include sales taxes, transient occupancy taxes, and franchise taxes was $1.1 million. Sales tax revenue rose by $0.9 million or 14.1% because of increase in building and construction supply sales, electronics/appliances, home furnishings sales, and distribution from the countywide use tax allocation. Transient occupancy taxes increased by $0.2 million which represents a 18.2% increase over the prior year as a result of higher occupancy rates. • Other general revenues decreased by $1.2 million or 19.4% from prior year. In the fiscal year 2012-13, the City received one-time revenues in rebates from the Sheriff’s Office, claim settlements from the school districts after the dissolution of the RDA, and refund from the 10 MANAGEMENT’S DISCUSSION AND ANALYSIS County for excess property tax administration fees charged in prior years. No such one-time revenues were received in the fiscal year 2013-14. • Governmental expenses totaled $35.5 million in the fiscal year 2013-14, an increase of $4.6 million from the prior year’s expenses of $30.9 million. The increase is mainly associated with public safety, infrastructure repair and large maintenance expenses. Revenues by Source for Governmental Activities ($ in millions) Other General Revenues $5.0 11% Charges for Services $7.6 17% Other Taxes $11.9 27% Property Tax $12.9 29% 11 Grants & Entitlements $6.9 16% MANAGEMENT’S DISCUSSION AND ANALYSIS Expenses for Governmental Activities ($ in millions) Parks & Recreation $3.0 9% Interest Expense $0.3 1% General Government $5.3 15% Public Works $8.3 23% Community Development $3.0 8% Public Safety $15.6 44% Business-Type Activities Business-type activities’ total net position for the fiscal year 2013-14 was $33.9 million, an increase of $13 million or 62.2% from the prior fiscal year. The increase is mainly a result of a restatement of net position in the fiscal year 2013-14. The restatement is associated with the way in which the SVCW (formerly known as South Bayside System Authority) joint venture was being reported. The City had been reporting the participation rights and long-term debt in the Sewer Fund. After discussions with our auditors, it was determined that a better reporting method would be to report just the net investment in the joint venture As a result, the Sewer Fund’s beginning net position for the fiscal year 2013-14 was increased by $8.7 million. The other main factor that contributed to the increase in net position is higher sewer revenue collection as a result of the Proposition 218 sewer rate increase. The sewer rates were increased to reduce the number of sanitary sewer overflows from the wastewater collection system, to fund the sewer treatment operations, to build up the reserves for emergencies and unforeseen repairs, and to pay the City’s portion of debt services issued by SVCW for reconstruction of its wastewater treatment plant. However, due to the delay by SVCW to issue additional bond for the rehabilitation of the sewer treatment facilities from the original anticipated date in the fall of 2013 to March 2014, the additional interest payment that the City expected to make did not occur in FY2013-14. Instead, the City will begin making interest payment for the 2014 bond in FY2014-15. Similar to the prior year, the current year expenses reflect the ongoing operating expenses such as personnel costs, payments for wastewater treatment, and other regular maintenance and repairs. The expenses for major construction projects such as the City’s sewer system rehabilitation project and the 12 MANAGEMENT’S DISCUSSION AND ANALYSIS wastewater capacity assurance project, totaling $2.4 million in the current fiscal year, have been capitalized. The unrestricted portion of the Sewer Fund ending net position includes $9.1 million in Investment in the SVCW joint venture that is not readily available for day-to-day operational spending. As of June 30, 2014, SVCW has a balance of $120.5 million in long-term debt that it reports in its financial statements. Of that amount, the City’s share of the obligation is approximately $19.2 million. Since the City reports the SVCW joint venture as net investment, this obligation is not directly reported in the City’s financial statements as long-term debt. The City uses internal service funds to account for risk management including worker’s compensation and general liability and property insurances. The longevity benefits fund is used to account for other post-employment benefits (OPEB) for retired employees. Financial Analysis of the City’s Funds As noted earlier, the City uses fund accounting to provide proper financial management of the City’s resources and to demonstrate compliance with finance-related legal requirements. Governmental Funds The General Fund is the chief operating fund of the City. At the end of the current fiscal year, total fund balance of the general fund was $34.3 million, representing an increase of $13.3 million or 63.3% over the fiscal year 2012-13 fund balance of $21 million. This increase is explained in the following paragraphs. In June 2014, the City entered into a lease financing agreement in the amount of $8.8 million with the ABAG Financing Authority for the purchase of real property located at 595 Industrial Road and 850 East San Carlos Avenues. The lease financing is reported as Other Financing Sources in the financial statements. See Note 8 for the use of the properties and Note 9b for the term of the lease financing agreement. Total revenues were $4.2 million higher than the total expenditures. The general fund revenues this year were $31.5 million, an increase of $2.4 million or 8.2% from prior year. Expenditures totaled $27.3 million, an increase of $2.3 million or 9.1% increase from prior year expenditures of $25 million. As a comparison, the increase in revenue between the fiscal years 2012 and 2013 year was 9%, and the increase in expenditures was 4.2%. 13 MANAGEMENT’S DISCUSSION AND ANALYSIS General Fund Revenues & Expenditures $32 Amounts in Millions $30 $28 $26 $24 $22 2011 2012 2013 Fiscal Year 2014 Revenue Expenditure General Fund Actual Revenues (Amounts in Millions) Total Revenue Dollar Change Percentage Change $ FY 11 25.4 N/A $ $ N/A FY 12 26.7 1.3 5.1% $ $ FY 13 29.1 2.4 9.0% $ $ FY 14 31.5 2.4 8.2% Significant changes in the revenues of the City’s General Fund from prior year are as follows: • Property tax revenues have increased by $1.5 million or 15.8% from the previous year. The increase is mainly due to increases in assessed values and receipts from property transfers. • Sales tax revenues increased by $0.8 million or 14.0% are largely a result of increases in building and construction supplies sales. Sales in electronics/appliances and home furnishings were also higher than a year ago. The double digit increase in the countywide use tax allocation also contributed to the increase. • Use of Money and Property increased by $0.5 million or 55.6%. The increase is a result of higher interest earnings and increase in the monthly property rental rates. • Charges for services increased by 13.8% or $0.4 million. The increase reflects revenues from plan check fees for zoning and plan check reviews. • Revenues from Licenses and Permits increased by $0.3 million or 25%. The increase is primarily due to the increase in volume of activities for building, electrical, plumbing and mechanical permits. 14 MANAGEMENT’S DISCUSSION AND ANALYSIS • Transient Occupancy Tax increased by $0.2 million or 18.2% from the previous year due to higher demand for hotel occupancy as the local economy continues to rebound. • Vehicle In-Lieu (VLF) revenue was $0.2 million or 9.1% higher than last year due to an increase in apportionment from the County. In the fiscal year 2012-13, the County estimated a shortfall in VLF allocation from the State and withheld a total of $6.4 million from the County and cities. A revised estimate in the fiscal year 2013-14 showed that no VLF shortfall occurred and the County resumed the VLF distributions. • Other Revenue decreased by $1.5 million or 51.7%. The decrease is associated with the onetime rebate and settlement received in the fiscal year 2012-13; no such one-time revenues were received in the fiscal year 2013-14. General Fund Actual Expenditures (Amounts in Millions) FY 11 Total Expenditures Dollar Change Percentage Change $ 23.9 N/A FY 12 $ $ 24.0 0.1 N/A 0.4% FY 13 $ $ 25.0 1.0 4.2% FY 14 $ $ 27.3 2.3 9.1% Significant changes in the expenditures of the City’s General Fund from the prior year are as follows: • Public Safety expenditures are $1.1 million or 7.7% higher than the previous year, primarily due to the $0.5 million increase in City’s share of pension costs for the dissolved Belmont-San Carlos Fire JPA and $0.5 million associated with the transfer of full fire and emergency services to the City of Redwood City. • General Government expenditures have increased by $0.6 million or 18.2%. The increase is mainly associated with legal and other expenditures incurred to address the condition of PG&E’s high pressure gas pipeline 147 in San Carlos, the one-time information technology project management, and the addition of a full-time systems analyst position. • Public Works expenditures that included park and building maintenance in the fiscal year 201314 have increased by $0.4 million or 16.4%, mainly as a result of having all engineer positions filled in the fiscal year. In prior year, a few of the positions were vacant for several months. • Community Development expenditures rose by $0.2 million or 8.3% as a result of additional plan checks services associated with increased volume of building permits. This cost increase was offset by fees collected. The increased economic development activities also contributed to the higher expenditures. • Parks & Recreation expenditures and the capital outlay remained at the same level as in the prior year. Capital Improvement Capital Projects Fund has a fund balance of $9.4 million at the close of fiscal year 2013-14, which represents a decrease of $1.5 million from the prior year. The main reason for the decrease in fund balance is because several major construction projects, such as City Hall first 15 MANAGEMENT’S DISCUSSION AND ANALYSIS floor remodel, Crestview Park playground equipment renovation, storm drainage improvements and cleaning, were underway and did not have any outside funding to offset the expenditures. Housing Capital Projects Fund is used to account for affordable housing related financial activities. As of June 30, 2014, it has a fund balance of $4.6 million which is restricted for housing purposes. The fund balance increased by $0.6 million from prior year mainly due to the interest payments received for the notes and loans. Other Governmental Funds – The total fund balance of the Other Governmental Funds for the fiscal year 2013-14 remains at the same level as the previous year. Major Enterprise Fund - The City’s proprietary fund statements provide the same type of information found in the governmental wide financial statements. The Sewer Fund is the only enterprise fund reported in the proprietary funds Statement of Revenues, Expenses and Changes in Fund Net Position. The Sewer Fund’s total net position at the end of the fiscal year was $33.9 million, an increase of $13 million over the prior year. The increase is largely a result of a restatement of beginning net position in the amount of $8.7 million and higher sewer revenue collection from sewer rate increase. The restatement reflects a change in the way the City reports its participation in the SVCW joint venture. The sewer rates were increased to fund the sewer treatment operations and sewer system networks improvements as well as to build up the reserve level. The increase is also used to pay for the City’s portion of debt services issued by SVCW. However, due to delay by SVCW to issue additional bond for the rehabilitation of the sewer treatment facilities from the original anticipated date in the fall of 2013 to March 2014, the additional interest payment that the City expected to make did not occur in FY2013-14. The City will begin making interest payment for the 2014 bond in FY2014-15. The current expenses reflect ongoing operating expenses including sewer treatment costs, personnel costs, and regular maintenance and repairs. The costs of the major construction projects such as the sewer system rehabilitation and the wastewater capacity assurance have been capitalized. Included in the $33.9 million ending net position is $9.1 million in investment in the SVCW joint venture that is not readily available for day-to-day operational spending. General Fund Budgetary Highlights The final General Fund budget differs from the original adopted budget by $6.7 million mainly because of the amendments approved by City Council during the year. The increase consisted of the following changes: • • • Increase in the capital outlay budget by $5.8 million for the acquisition of the properties at the Landmark site. Increase in fire department costs in the amount of $0.3 million for the City’s share of the pension costs associated with Belmont-San Carlos Fire dissolution. Increase in the General Government budget by $0.3 million to address the issue with PG&E’s high pressure gas pipeline in the city. Major deviations between the final budget of the General Fund and its actual operating results were as follows: (see accompanying financial statements) 16 MANAGEMENT’S DISCUSSION AND ANALYSIS Total revenues were greater than the final budget by $3.7 million or 13.4%. The City’s policy is to budget conservatively. Revenues are estimated using accepted standards and estimates provided by the State, other governmental agencies and outside consultants. • Property taxes exceeded budget by $1.6 million or 17%. The increases reflect higher secured tax rolls and property transfer activities. • Sales taxes exceeded budget by $1.1 million or 20.4%. This is primarily due to stable economic growth and an expanded sales tax base from a new State mandate requiring certain out-of-state internet retailers to collect sales tax. • Transient occupancy taxes exceeded budget by $0.3 million or 33.3% because of higher hotel occupancy as a result of economic recovery. • VLF exceeded budget by $0.3 million because San Mateo County released the previously withheld funding after determining no VLF shortfall occurred. • Franchise taxes exceeded budget by $0.2 million or 12.5% due to the higher utility rates. • Licenses and permits exceeded budget by $0.2 million or 15.4% primarily due to increase in volume of activities for building, electrical, plumbing, and mechanical permits. • Fines and forfeitures were $0.1 million below budget mainly because of decrease in vehicle and parking fine revenues. The decrease is a result of increased enforcement over time that has changed behavior patterns. Total expenditures, excluding the one-time capital outlay, were under budget by $2.3 million or 7.7%. • Salaries and benefits were under budget by $1.2 million due to the salary and benefit savings realized from vacant positions during the fiscal year and lower actual costs to fund public safety pensions. • Operating expenditures were under budget by $1 million, primarily due to reductions in worker’s compensation and general liability transfers to the internal service fund as well as reductions in professional services spending. Capital Assets and Debt Administration Capital Assets The City’s investment in capital assets for government and business-type activities amounts to $145.7 million as of June 30, 2014. The investment in capital assets includes land, buildings, machinery and equipment, park facilities, roads and streets. Due to a change in the way the City reports its investment in the SVCW joint venture, $10 million in participation rights have been removed from the business-type capital assets. See Notes 15c and 16 for additional information. 17 MANAGEMENT’S DISCUSSION AND ANALYSIS Capital Assets June 30, 2013 and 2014 (Amounts in Millions) Governmental Activities 2013 2014 Land and other assets not being depreciated $ 66.6 Facilities, infrastructure and equpment, net of depreciation Total $ 70.2 59.3 60.7 $ 125.9 $ 130.9 Business Type Activities 2013 2014 $ 10.9 $ 0.2 11.8 $ 22.7 All Government 2013 2014 $ $ 77.5 $ % Change 70.4 -9.2% * 14.6 71.1 75.3 5.9% 14.8 $ 148.6 $ 145.7 -2.0% For the government-wide statement of net position presentation, all depreciable capital assets are depreciated from the acquisition date to the end of the current fiscal year. Governmental fund financial statements record capital asset purchases as expenditures. Ongoing infrastructure projects are accounted for in construction-in-progress. Additional information about the City’s capital assets can be found in Note 7 to the financial statements. Long-Term Obligations At the end of the fiscal year 2013-14, the City had total outstanding long-term obligations of $15.2 million, a decrease of 5.6%. The contributing factors of the decrease are: (1) a new capital lease of $8.8 million for the Landmark site (see Note 9b for additional information), and (2) adjustments of the 2008 and 2009 financing agreements to reflect a change in the way the City reports its investment in the SVCW joint venture (see Notes 15c and 16 for additional information). Outstanding Long-Term Obligations June 30, 2013 and 2014 (Amounts in Millions) 2005 GO Bond $ ABAG Lease Agreement Governmental Activities Business Type Activities 2013 2013 6.7 - 2014 $ 6.4 $ 8.8 - All Government 2014 $ - - 2013 $ 6.7 - % Change 2014 $ 6.4 -4.5% 8.8 100.0% 2008 Financing Agreement - - 1.4 - 1.4 - -100.0% 2009 Financing Agreement - - 8.0 - 8.0 - -100.0% - $ 16.1 Total $ 6.7 $ 15.2 $ 9.4 $ $ 15.2 -5.6% On April 24, 2014, Standard & Poor’s raised rating on the City’s General Obligation debt from “AA+” to “AAA”. As of June 30, 2014, the City’s general obligation limit is $287 million, 3.75% of total assessed valuation subject to taxation. With outstanding debt of $6.4 million is subject to the legal debt limit, the City is not at risk of exceeding its legal debt limit. 18 MANAGEMENT’S DISCUSSION AND ANALYSIS Additional information on the City’s long-term debt can be found in Note 9 to the accompanying financial statements. Economic Factors and Next Year’s Budgets and Rates The following key economic factors were considered in developing the fiscal year 2014-15 budget: • Revenue Projections: The overall growth of the general fund revenue is projected to be approximately 4.1% higher than the fiscal year 2013-14 based on the steady recovery of the local economy, the increased construction and remodeling activities, the upward sales tax trends. • Expenditures: The overall general fund expenditure is budgeted to be 10% lower than the fiscal year 2013-14. The fiscal year 2013-14 expenditures include $5.8 million in one-time expenditures for the Landmark Site acquisition while the fiscal year 2014-15 budget includes only $0.4 million for one-time expenditures. The salary and benefits expenditures are based on the known MOU provisions negotiated with bargaining groups. To respond to the rising cost of employee pensions, the City has made several changes to retirement benefits in prior years. The employee costs in the fiscal year 2014-15 budget continue to reflect these changes as well as the changes resulting from the passage of the State’s Pension Reform Act. • Capital Improvement Project Funds: An update of the five-year capital improvement plan was included as part of the fiscal year 2014-15 budget process. Changes to the existing project budget as well as addition of new projects totaling $8.1 million were approved. The new projects include (1) Holly street west of El Camino Real improvements, (2) seismic upgrade of the fire station #16, (3) purchase of new recreation software for registration of activities, classes and events, (4) traffic calming improvements at Cordilleras avenue, (5) street light conversion to LED and (6) the purchase of a citizen request management software to track resident and community concerns and to provide a knowledge base for frequently asked questions. • Sewer Rate Adjustments: The City Council has approved three-year sewer rate increases for the fiscal years 2013-14 through 2015-16. The increase for the fiscal year 2014-15 is approximately 20%. These increases will be used to pay for the sewer system rehabilitation and the City’s share of the SVCW’s sewer treatment plant improvements. Contacting the City’s Financial Management This financial report is designed to provide our citizens, taxpayers, customers, investors and creditors with a general overview of the City’s finances and to show the City’s accountability for the money it receives. If you have questions about this report or need additional financial information, contact the Administrative Services Department. All inquiries can be made to: City of San Carlos Administrative Services Department 600 Elm Street San Carlos, CA 94070. 19 THIS PAGE INTENTIONALLY LEFT BLANK 20 CITY OF SAN CARLOS STATEMENT OF NET POSITION JUNE 30, 2014 Assets: Cash and investments Receivables: Accounts Notes San Carlos Development Corporation Down payment assistance loan program Prepaid items Internal balances Net OPEB asset - Healthcare Property held for resale Investment in joint Sewer Authority Capital assets, not being depreciated Land Rights of way Construction in progress Capital assets, net of depreciation Primary Government Business-Type Activities Total $ 43,569,059 $ 10,485,167 $ 54,054,226 4,215,067 1,157,045 3,800,000 955,674 350,300 117,614 107,006 14,425,522 - Total Assets Liabilities: Accounts payable and accrued liabilities Accrued benefits Deposits payable Unearned revenue Claims payable Due within one year Due in more than one year Compensated absences Due within one year Due in more than one year Bonds, notes and loans Due within one year Due in more than one year Net OPEB liability due more than one year Longevity Total Liabilities Net Position: Net investment in capital assets Restricted for: Public safety Parks and recreation Public works Debt service Housing Unrestricted Total Net Position See Notes to Financial Statements Governmental Activities 21 379,893 (117,614) 9,089,714 4,594,960 1,157,045 3,800,000 955,674 350,300 107,006 14,425,522 9,089,714 62,243,493 2,413,714 5,554,280 60,660,596 153,734 14,686,346 62,397,227 2,413,714 5,554,280 75,346,942 199,569,370 34,677,240 234,246,610 3,675,117 120,775 788,292 399,347 732,371 - 4,407,488 120,775 788,292 399,347 237,423 286,472 - 237,423 286,472 274,691 183,127 45,476 30,317 320,167 213,444 310,000 14,895,000 - 310,000 14,895,000 1,382,492 - 1,382,492 22,552,736 808,164 23,360,900 124,467,083 14,840,080 139,307,163 243,214 213,447 2,717,542 2,044,334 4,641,359 42,689,655 19,028,996 243,214 213,447 2,717,542 2,044,334 4,641,359 61,718,651 $ 177,016,634 $ 33,869,076 $ 210,885,710 CITY OF SAN CARLOS STATEMENT OF ACTIVITIES YEAR ENDED JUNE 30, 2014 Expenses Charges for Services Program Revenues Operating Capital Contributions Contributions and Grants and Grants Functions/Programs Governmental Activities: General government Public safety Community development Parks and recreation Public works Interest on long-term debt Total Governmental Activities Business-Type Activities: Sewer Total Business-Type Activities Total Primary Government $ 5,321,121 15,592,529 2,991,374 3,043,648 8,255,888 276,859 $ 1,071,289 527,366 2,625,860 2,206,374 1,201,650 - $ $ 52,528 554,414 4,300,550 - 35,481,419 7,632,539 1,942,020 4,907,492 8,320,370 12,685,252 - - 8,320,370 12,685,252 - - $ 43,801,789 $ 20,317,791 $ General Revenues: Taxes: Property taxes, levied for general purpose Transient occupancy taxes Sales taxes Franchise taxes Motor vehicle in lieu - unrestricted Use of money and property Other Transfers Total General Revenues and Transfers Change in Net Position Net Position at Beginning of Year Restatement of Net Position Net Position at End of Year See Notes to Financial Statements 15,913 124,055 267,497 10,000 1,524,555 - 22 1,942,020 $ 4,907,492 Net (Expenses) Revenues and Changes in Net Position Primary Government Governmental Activities Business-Type Activities $ $ (4,233,919) (14,941,108) (45,489) (272,860) (1,229,133) (276,859) (20,999,368) - Total $ (4,233,919) (14,941,108) (45,489) (272,860) (1,229,133) (276,859) (20,999,368) - 4,364,882 4,364,882 - 4,364,882 4,364,882 4,364,882 (16,634,486) (20,999,368) 12,907,307 1,270,072 7,287,136 3,351,838 2,438,078 1,918,054 686,427 172,200 91,110 32,358 (172,200) 12,907,307 1,270,072 7,287,136 3,351,838 2,438,078 2,009,164 718,785 - 30,031,112 (48,732) 29,982,380 9,031,744 4,316,150 13,347,894 167,984,890 20,893,955 188,878,845 - 8,658,971 8,658,971 $ 177,016,634 $ 33,869,076 $ 210,885,710 See Notes to Financial Statements 23 THIS PAGE INTENTIONALLY LEFT BLANK 24 FUND FINANCIAL STATEMENTS Only individual major funds are presented in the Fund Financial Statements, while non-major funds are combined in a single column. Major funds are defined generally as having significant activities or balances in the current year. MAJOR GOVERNMENTAL FUNDS The funds described below were determined to be Major Funds by the City. Individual non-major funds may be found in the Supplemental section. GENERAL FUND – This is the primary fund of the City and is used to account for all revenues and expenditures of the City not legally restricted as to use. A broad range of municipal activities are provided through this fund including City Manager, City Attorney, Administrative Services, City Clerk, Community Development, Public Safety, Public Works, and Parks and Recreation. CAPITAL IMPROVEMENT CAPITAL PROJECTS FUND - This fund is used to account for major capital projects not provided for in one of the other capital projects funds. HOUSING CAPITAL PROJECTS FUND - This fund is used to account for development fees which must be used to finance affordable housing for City residents and the housing activities assumed by the City when the former redevelopment agency was dissolved. 25 THIS PAGE INTENTIONALLY LEFT BLANK 26 CITY OF SAN CARLOS BALANCE SHEET GOVERNMENTAL FUNDS JUNE 30, 2014 Capital Projects Funds Assets: Cash and investments Receivables: Accounts Notes San Carlos Development Corporation Down payment assistance loan program Prepaid items Advances to other funds Property held for resale Total Assets Liabilities, Deferred Inflows of Resources, and Fund Balances: Liabilities: Accounts payable and accrued liabilities Accrued benefits Deposits payable Unearned revenues Advances from other funds Total Liabilities Deferred Inflows of Resources: Unavailable revenues Total Deferred Inflows of Resources Fund Balances: Nonspendable: Prepaid items Property held for resale Advances to other funds Restricted for: Public safety Parks and recreation Public works Debt service Housing Committed to: General government Community development Capital projects Emergency reserve Assigned to: Unfunded liabilities Facility/infrastructure improvements Property acquisitions Unassigned Total Fund Balances Total Liabilities, Deferred Inflows of Resources, and Fund Balances See Notes to Financial Statements Other Total Governmental Governmental Funds Funds General Capital Improvement Housing $ 21,009,336 $ 9,077,000 $ 3,425,500 $ 8,495,191 $ 42,007,027 2,023,478 350,300 710,000 14,070,523 1,567,485 - 46,302 1,157,045 3,800,000 955,674 354,999 577,802 - 4,215,067 1,157,045 3,800,000 955,674 350,300 710,000 14,425,522 $ 38,163,637 $ 10,644,485 $ 9,739,520 $ 9,072,993 $ 67,620,635 $ 2,483,182 120,775 779,021 399,347 - $ $ $ 136,627 610,000 $ 3,547,065 120,775 788,292 399,347 610,000 849,088 - 78,168 9,271 - 3,782,325 849,088 87,439 746,627 5,465,479 108,441 376,699 5,010,722 148,790 5,644,652 108,441 376,699 5,010,722 148,790 5,644,652 350,300 14,070,523 710,000 - - - 350,300 14,070,523 710,000 - - 4,641,359 243,214 213,447 2,717,542 2,044,334 - 243,214 213,447 2,717,542 2,044,334 4,641,359 3,200,000 9,418,698 - - 1,087,729 69,456 1,801,854 - 1,087,729 69,456 11,220,552 3,200,000 3,200,000 7,000,000 2,701,565 3,040,483 - - - 3,200,000 7,000,000 2,701,565 3,040,483 34,272,871 9,418,698 4,641,359 8,177,576 56,510,504 $ 38,163,637 $ 10,644,485 $ 9,739,520 $ 9,072,993 $ 67,620,635 27 CITY OF SAN CARLOS RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION JUNE 30, 2014 Fund balances of governmental funds $ 56,510,504 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 fund activity. 130,872,083 Long-term debt and compensated absences that have not been included in governmental fund activity. Bonds payable Compensated Absences (15,205,000) (457,818) Governmental funds report all OPEB contributions as expenditures, however in the statement of net position any excesses or deficiencies in contributions in relation to the Annual Required Contribution (ARC) are recorded as a asset or liability. Longevity Healthcare (1,382,492) 107,006 Accrued interest payable for the current portion of interest due on long-term debt has not been reported in the governmental funds. (125,757) Revenues reported as unavailable revenue in the governmental funds and recognized in the statement of activities. These are included in the intergovernmental revenues in the governmental fund activity. 5,644,652 Internal service funds are used by management to charge the costs of certain activities, such as equipment management and self-insurance, to individual funds. The assets and liabilities of the internal service funds must be added to the statement of net position. 1,053,456 Net Position of governmental activities See Notes to Financial Statements $ 28 177,016,634 CITY OF SAN CARLOS STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS YEAR ENDED JUNE 30, 2014 Capital Projects Funds Capital Improvement General Revenues: Sales taxes Property taxes Transient occupancy taxes Franchise taxes Vehicle in-lieu Business registration Licenses and permits From other agencies Charges for services Fines and forfeitures Use of money and property Other revenue Total Revenues Expenditures: Current: General government Community development Public safety Public works Parks and recreation Capital outlay Debt service: Principal Interest and fiscal charges Total Expenditures Excess (Deficiency) of Revenues Over (Under) Expenditures Other Financing Sources (Uses): Transfers in Transfers out Capital Lease issued Capital contributions Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances, Beginning of Year Fund Balances, End of Year See Notes to Financial Statements $ 6,548,812 10,979,456 1,270,072 1,840,618 2,438,078 685,909 1,452,285 38,903 3,276,334 219,944 1,373,705 1,365,623 $ 1,232,649 1,511,220 75,796 1,522,281 112,773 2,244 708,570 Other Total Governmental Governmental Funds Funds Housing $ 594,220 249,355 $ 738,324 695,202 57,467 2,557,902 206,339 562,586 $ 7,287,136 12,907,307 1,270,072 3,351,838 2,438,078 685,909 1,585,548 4,119,086 3,389,107 219,944 2,176,508 2,886,134 31,489,739 5,165,533 843,575 4,817,820 42,316,667 3,942,606 2,608,095 15,268,586 2,837,125 2,574,917 48,963 2,393,543 6,203,690 251,654 - 772,712 11,073 92,407 1,548,344 1,438,610 4,715,318 2,870,822 15,360,993 6,779,012 2,574,917 7,691,263 - - - 285,000 258,604 285,000 258,604 27,280,292 8,597,233 251,654 4,406,750 40,535,929 4,209,447 (3,431,700) 591,921 411,070 1,780,738 520,200 (265,165) 8,800,000 - 358,965 1,550,695 - 766,000 (1,207,800) - 9,055,035 1,909,660 - (441,800) 10,522,895 13,264,482 (1,522,040) 591,921 (30,730) 12,303,633 21,008,389 10,940,738 4,049,438 8,208,306 44,206,871 9,418,698 $ 4,641,359 $ 8,177,576 $ 56,510,504 $ 34,272,871 $ 29 1,645,165 (1,472,965) 8,800,000 1,550,695 THIS PAGE INTENTIONALLY LEFT BLANK 30 CITY OF SAN CARLOS RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES YEAR ENDED JUNE 30, 2014 Net change in fund balances - total governmental funds $ 12,303,633 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 costs of those assets is allocated over their estimated useful lives as depreciation expense. This is the amount by which capital outlays exceeded depreciation in the current period. Capital outlay Depreciation expense Retirement of capital assets 7,610,210 (2,445,578) (154,148) The issuance of long-term debt provides current financial resources to governmental funds, while repayment of principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net position. Principal repaid on bonds Debt Issued 285,000 (8,800,000) Accrued interest for long-term liabilities. This is the net change in accrued interest for the current period. (18,255) Compensated absences expenses reported in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds. 824 Governmental funds report all contributions in relation to the annual required contribution (ARC) for OPEB as expenditures, however in the statement of activities only the ARC is an expense. (115,150) Revenues reported as unavailable revenue in the governmental funds and recognized in the statement of activities. These are included in the intergovernmental revenues in the governmental fund activity. 444,006 Internal service funds are used by management to charge the costs of certain activities, such as equipment management and self-insurance, to individual funds. The net revenues (expenses) of the internal service funds is reported with governmental activities. (78,798) Change in net position of governmental activities See Notes to Financial Statements $ 31 9,031,744 CITY OF SAN CARLOS BUDGETARY COMPARISON STATEMENT BY DEPARTMENT GENERAL FUND YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Sales taxes Property taxes Transient occupancy taxes Franchise taxes Vehicle in lieu Business registration Licenses and permits From other agencies Charges for services Fines and forfeitures Use of money and property Other revenue $ 5,432,500 9,416,500 940,500 1,640,800 2,144,000 659,700 1,294,100 37,000 3,208,500 328,600 1,363,500 1,280,000 $ 5,432,500 9,416,500 940,500 1,640,800 2,144,000 659,700 1,294,100 37,000 3,208,500 328,600 1,363,500 1,280,000 Actual Amounts $ 6,548,812 10,979,456 1,270,072 1,840,618 2,438,078 685,909 1,452,285 38,903 3,276,334 219,944 1,373,705 1,365,623 Variance with Final Budget Positive (Negative) $ 1,116,312 1,562,956 329,572 199,818 294,078 26,209 158,185 1,903 67,834 (108,656) 10,205 85,623 Total Revenues 27,745,700 27,745,700 31,489,739 Expenditures: General government: City Council City Manager City Clerk Administrative services City Treasurer City Attorney General government 149,900 664,000 430,700 2,657,650 13,100 273,500 2,700 149,900 681,650 437,300 2,713,450 13,100 273,500 252,700 111,535 608,440 289,157 2,328,618 9,107 272,742 323,007 38,365 73,210 148,143 384,832 3,993 758 (70,307) 4,191,550 4,521,600 3,942,606 578,994 413,000 1,101,200 593,100 582,500 471,650 1,133,200 656,700 587,500 465,726 1,133,176 590,620 418,573 5,924 24 66,080 168,927 2,689,800 2,849,050 2,608,095 240,955 Public safety: Police patrol Police investigation Police administration Fire Communications 5,400 44,000 7,834,400 7,442,400 584,315 5,400 44,000 7,834,400 7,718,587 584,315 4,833 43,327 7,328,784 7,431,973 459,669 567 673 505,616 286,614 124,646 Total public safety 15,910,515 16,186,702 15,268,586 918,116 Public works: Public works Garage Street maintenance Traffic control Park maintenance Building maintenance 663,650 81,000 114,600 287,200 1,163,500 666,200 694,350 83,600 114,600 287,200 1,161,300 728,600 600,456 60,706 98,752 250,652 1,098,015 728,544 93,894 22,894 15,848 36,548 63,285 56 Total public works 2,976,150 3,069,650 2,837,125 232,525 Total general government Community development: Administration Building Planning Economic development Total community development See Notes to Financial Statements 32 3,744,039 CITY OF SAN CARLOS BUDGETARY COMPARISON STATEMENT BY DEPARTMENT GENERAL FUND YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Parks and recreation: Administration Recreation Total parks and recreation Capital outlay One-time capital outlay1 Total expenditures Actual Amounts Variance with Final Budget Positive (Negative) 378,485 2,435,700 389,785 2,454,100 343,081 2,231,836 46,704 222,264 2,814,185 2,843,885 2,574,917 268,968 106,800 - 96,600 5,800,000 48,963 - 47,637 5,800,000 28,689,000 35,367,487 27,280,292 8,087,195 4,209,447 11,831,234 Excess (Deficiency) of Revenues Over (Under) Expenditures (943,300) (7,621,787) Other Financing Sources (Uses): Transfers out Transfers in Capital lease issued (302,900) 520,200 - (302,900) 520,200 - (265,165) 520,200 8,800,000 37,735 8,800,000 217,300 217,300 9,055,035 8,837,735 Total other financing sources (uses) Net Change in Fund Balance $ (726,000) $ (7,404,487) Beginning Fund Balance 21,008,389 Ending Fund Balance 1 $ 34,272,871 Expenditures were reclassified as property held for resale, see Note 8 for more information. See Notes to Financial Statements 13,264,482 33 $ 11,868,969 THIS PAGE INTENTIONALLY LEFT BLANK 34 MAJOR PROPRIETARY FUND Proprietary funds account for City operations financed and operated in a manner similar to a private business enterprise. The intent of the City is that the cost of providing goods and services be financed primarily through user charges. The concept of major funds extends to Proprietary Funds. Budget versus actual comparisons regarding proprietary funds that are major funds are not presented. SEWER ENTERPRISE FUND - This fund is used to account for sewage treatment, transmission, major replacements and improvements to the City's sewer system. 35 THIS PAGE INTENTIONALLY LEFT BLANK 36 CITY OF SAN CARLOS STATEMENT OF NET POSITION PROPRIETARY FUNDS JUNE 30, 2014 Business-Type Activities Enterprise Funds Assets: Current: Cash and investments Receivables: Accounts $ Total Current Assets Noncurrent: Investment in Sewer Authority Capital assets, net Land Depreciable capital assets, net Total Noncurrent Assets Total Assets Sewer Governmental Activities Internal Service Funds 10,485,167 $ 1,562,032 379,893 - 10,865,060 1,562,032 9,089,714 - 153,734 14,686,346 - 23,929,794 - $ 34,794,854 $ 1,562,032 $ 732,371 45,476 - $ 2,295 237,423 Liabilities and Net Position: Liabilities: Current: Accounts payable Compensated absences Claims payable Total Current Liabilities 777,847 239,718 100,000 30,317 - 286,472 Total Noncurrent Liabilities 130,317 286,472 Total Liabilities 908,164 526,190 14,840,080 19,046,610 1,035,842 33,886,690 1,035,842 Noncurrent: Advances from other funds Compensated absences Claims payable Net Position: Net investment in capital assets Unrestricted (Note 15c) Total Net Position Total Liabilities and Net Position $ 34,794,854 Reconciliation of Net Position to the Statement of Net Position Net Position per Statement of Net Position - Proprietary Funds Accumulated adjustment to reflect the consolidation of internal service funds activities related to the enterprise funds $ (17,614) Current years' adjustments to reflect the consolidation of internal service activities related to enterprise funds Net Position per Statement of Net Position See Notes to Financial Statements $ 37 33,869,076 $ 1,562,032 CITY OF SAN CARLOS STATEMENT OF REVENUES, EXPENSES AND CHANGES IN FUND NET POSITION PROPRIETARY FUNDS YEAR ENDED JUNE 30, 2014 Business-Type Activities Enterprise Funds Sewer Operating Revenues: Charges for services Cost reimbursement $ Total Operating Revenues 12,685,252 - Governmental Activities Internal Service Funds $ 527,470 433,150 12,685,252 960,620 1,570,056 4,521,076 352,480 1,741,900 592,028 597,000 14,843 Total Operating Expenses 8,185,512 1,203,871 Operating Income (Loss) 4,499,740 Operating Expenses: Salaries and benefits Sewer operations Insurance premiums Claims expense Depreciation expense Miscellaneous (243,251) Nonoperating Revenues (Expenses): From other agencies Investment income Other non operating revenue Increase in Investment in Sewer Authority 91,110 2,558 29,800 15,913 13,682 - Total Nonoperating Revenues (Expenses) 123,468 29,595 Income (Loss) Before Transfers 4,623,208 Transfers in Transfers out 348,000 (520,200) Changes in Net Position - 4,451,008 Net Position: Beginning of Year, as previously reported Restatements Beginning of Fiscal Year, as restated End of Fiscal Year Changes in Net Position, per the Statement of Revenues, Expenses and Changes in Fund Net Position - Proprietary Funds 1,249,498 8,658,971 - 29,435,682 1,249,498 $ 33,886,690 $ 4,451,008 Adjustment to reflect the consolidation of current fiscal year internal service funds activities related to enterprise funds (134,858) Changes in Net Position of Business-Type Activities per Statement of Activities 38 $ (213,656) 20,776,711 Reconciliation of Changes in Net Position to the Statement of Activities: See Notes to Financial Statements (213,656) 4,316,150 $ 1,035,842 CITY OF SAN CARLOS STATEMENT OF CASH FLOWS PROPRIETARY FUNDS YEAR ENDED JUNE 30, 2014 Business-Type Activities Enterprise Funds Sewer Cash Flows from Operating Activities: Cash received from customers and users Cash received from/(paid to) interfund service provided Cash paid to suppliers for goods and services Cash paid to employees for services $ Net Cash Provided (Used) by Operating Activities 12,587,016 (5,962,848) (1,573,895) Governmental Activities Internal Service Funds $ 5,050,273 Cash Flows from Non-Capital Financing Activities: Cash transfers in Cash transfers out From other agencies Net Cash Provided (Used) by Non-Capital Financing Activities Cash Flows from Capital and Related Financing Activities: Acquisition and construction of capital assets Net Cash Provided (Used) by Capital and Related Financing Activities 961,875 (1,255,753) (293,878) 348,000 (520,200) - 15,913 (172,200) 15,913 (2,445,201) - (2,445,201) - Cash Flows from Investing Activities: Investment in joint venture Interest received 191,615 91,110 13,682 Net Cash Provided (Used) by Investing Activities 282,725 13,682 Net Increase (Decrease) in Cash and Cash Equivalents 2,715,597 Cash and Cash Equivalents at Beginning of Year 7,769,570 Cash and Cash Equivalents at End of Year Reconciliation of Operating Income to Net Cash Provided (Used) by Operating Activities: Operating income (loss) Adjustments to reconcile operating income (loss) net cash provided (used) by operating activities: Depreciation (Increase) decrease in accounts receivable Increase (decrease) in accounts payable Increase (decrease) in claims and judgments Increase (decrease) in compensated absences Total Adjustments Net Cash Provided (Used) by Operating Activities Non-Cash Investing, Capital, and Financing Activities: Gain/(Loss) on Investment in Sewer Authority See Notes to Financial Statements (264,283) 39 1,826,315 $ 10,485,167 $ $ 4,499,740 $ 1,562,032 (243,251) 352,480 (98,236) 300,128 (3,839) 1,255 1,119 (53,001) - 550,533 (50,627) $ 5,050,273 $ $ 29,800 $ (293,878) - THIS PAGE INTENTIONALLY LEFT BLANK 40 FIDUCIARY FUNDS Fiduciary Funds are presented separately from the Government-wide and Fund Financial Statements. Agency Funds account for assets held by the City as agent for individuals, governmental entities, and non-public organizations. These funds include the following: AGENCY FUNDS - Agency funds are used to account for assets held by the City as an agent for individuals, private organizations, and other governments. The financial activities of these funds are excluded from the Entity-wide financial statements, but are presented in separate Fiduciary Fund financial statements. SUCCESSOR AGENCY OF THE FORMER RDA PRIVATE PURPOSE TRUST FUND – This fund is used to account for the activities related to the dissolution of the former San Carlos Redevelopment Agency. 41 CITY OF SAN CARLOS STATEMENT OF FIDUCIARY NET POSITION FIDUCIARY FUNDS JUNE 30, 2014 PrivatePurpose Trust Fund Successor Agency of the Former RDA Agency Funds Assets: Cash and investments Cash and investments with fiscal agents Receivables: Accounts Prepaid items Capital assets: Capital assets, not being depreciated Capital assets, net of accumulated depreciation $ 34,043,706 6,257,859 Total Assets Liabilities: Accounts payable and accrued liabilities Due to members Deposits payable Due to assessment district bondholders Long-term liabilities: Due in one year Due in more than one year - - 1,331,751 3,875,467 $ 47,831,255 10,277,038 9,710,899 36,868,740 1,239,826 11,790 239,558 - - 486,647 16,595,990 $ 47,831,255 17,322,195 Net Position: Held in trust for other purposes (7,045,157) Total Net Position See Notes to Financial Statements 1,223,359 3,846,461 6,804,910 724,780 $ Total Liabilities $ $ 42 (7,045,157) CITY OF SAN CARLOS STATEMENT OF CHANGES IN FIDUCIARY NET POSITION FIDUCIARY FUNDS YEAR ENDED JUNE 30, 2014 PrivatePurpose Trust Fund Successor Agency of the Former RDA Additions: Taxes Use of money and property Miscellaneous $ Total Additions 1,751,154 Deductions: Administrative expenses Contractual services Interest expense Depreciation expense 235,268 73,411 980,324 79,006 Total Deductions 1,368,009 Changes in Net Position 383,145 Net Position - Beginning of the Year (7,428,302) Net Position - End of the Year See Notes to Financial Statements 1,639,986 107,999 3,169 $ 43 (7,045,157) THIS PAGE INTENTIONALLY LEFT BLANK 44 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS JUNE 30, 2014 Note 1: Summary of Significant Accounting Policies a. Reporting Entity The City of San Carlos (“City”) is a general-law City which operates under the Council-Manager form of government, with five elected Council members served by a full time City Manager and staff. The City provides many services including public safety, streets and roads, parks and recreation and planning and community development. The accounting policies of the City conform to generally accepted accounting principles as applicable to governments. The financial statements include the City and its component units, entities for which the City is financially accountable. Blended component units, although legally separate entities, are in substance part of the City's operations and data from these units are combined with data of the City. Their financial activities have been aggregated and merged (termed "blending") with those of the City in the accompanying financial statements. The San Carlos Housing Authority (“Housing Authority”) is a separate government entity whose purpose is to provide housing to low and moderate income families within certain areas of the City. The Housing Authority is controlled by the City and has the same governing board as the City, which also performs all accounting and administrative functions for the Housing Authority. The Housing Authority is financially dependent on the City. The financial activities of the Housing Authority have been included in these financial statements. Separate statements for the Housing Authority are not prepared. b. Basis of Presentation The City's Basic Financial Statements are prepared in conformity with accounting principles generally accepted in the United States of America. The Government Accounting Standards Board is the acknowledged standard setting body for establishing accounting and financial reporting standards followed by governmental entities in the United States of America. These Statements require that the financial statements described below be presented. Government-wide Statements: The Statement of Net Position and the Statement of Activities display information about the primary government (the City) and its component units. These statements include the financial activities of the overall City government, except for fiduciary activities. All fiduciary activities are reported only in the fund financial statements. Eliminations have been made to minimize the double counting of internal activities; however, interfund services provided and used are not eliminated in the process of consolidation. These statements distinguish between the governmental and business-type activities of the City. Governmental activities generally are financed through taxes, intergovernmental revenues, and other nonexchange transactions. Business-type activities are financed in whole or in part by fees charged to external parties. The Statement of Activities presents a comparison between direct expenses and program revenues for each segment of the business-type activities of the City and for each function of the City's governmental activities. Direct expenses are those that are specifically associated with a program or function and, therefore, are clearly identifiable to a particular function. Program revenues include (a) charges paid by the recipients of goods or services offered by the programs, (b) grants and contributions that are restricted to meeting the operational needs of a particular program and (c) fees, grants and 45 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 1: Summary of Significant Accounting Policies (Continued) contributions that are restricted to financing the acquisition or construction of capital assets. Revenues that are not classified as program revenues, including all taxes, are presented as general revenues. Fund Financial Statements: The fund financial statements provide information about the City's funds, including fiduciary funds and blended component units. Separate statements for each fund category - governmental, proprietary, and fiduciary are presented. The emphasis of fund financial statements is on major individual governmental and enterprise funds, each of which is displayed in a separate column. All remaining governmental and enterprise funds are aggregated and reported as nonmajor funds. Proprietary fund operating revenues and expenses, such as charges for services and salaries & benefits, result from exchange transactions associated with the principal activity of the fund. Exchange transactions are those in which each party receives and gives up essentially equal values. Nonoperating revenues and expenses, such as investment earnings and interest expense, result from nonexchange transactions or ancillary activities. c. Major Funds The City's major governmental and business-type funds are identified and presented separately in the fund financial statements. All other funds, called nonmajor funds, are combined and reported in a single column. Major funds are defined as funds that have either assets, deferred outflows of resources, liabilities, deferred inflows of resources, revenues or expenditures/expenses equal to ten percent of their fund-type total and five percent of the grand total. The General Fund is always a major fund. The City may also select other funds it believes should be presented as major funds. The City reported the following major governmental funds in the accompanying financial statements: General Fund is the primary fund of the City which is used to account for all revenues and expenditures of the City not legally restricted as to use. A broad range of municipal activities are provided through this fund including City Council, City Manager, City Attorney, Administrative Services, City Clerk, Community Development, Public Safety, Public Works, and Parks and Recreation. Capital Improvement Capital Projects Fund is used to account for major capital projects not provided for in one of the other capital projects funds. Housing Capital Projects Fund is used to account for development fees which must be used to finance affordable housing for City residents and the housing activities assumed by the City when the former redevelopment agency was dissolved. The City reports the following major enterprise funding the accompanying financial statements: Sewer Enterprise Fund is used to account for sewage treatment, transmission, major replacements and improvements to the City's sewer system. 46 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 1: Summary of Significant Accounting Policies (Continued) The City also reports the following fund types: Internal Service Fund: The funds account for worker's compensation, general liability and other post employment benefits; all of which are provided to other departments on a cost-reimbursement basis. Fiduciary Funds: Agency Funds are used to account for assets held by the City as an agent for 1988 Special Tax Bonds Assessment Districts, City/County Association of Governments of San Mateo County (C/CAG) and South Bayside Waste Management Authority (SBWMA). Private-purpose trust funds are used to account for the assets and liabilities of the former redevelopment agency and the allocated revenue to pay estimated installment payments of enforceable obligations until the obligations of the former redevelopment agency are paid in full and assets have been liquidated. All fiduciary funds, including agency funds, use the accrual, rather than the modified accrual, basis of accounting. The financial activities of these funds are excluded from the Government-wide financial statement, but are presented in separate Fiduciary Fund financial statements. d. Basis of Accounting The government-wide, proprietary fund and fiduciary fund financial statements are reported using the economic resources measurement focus and the full accrual basis of accounting. Revenues are recorded when earned and expenses are recorded at the time liabilities are incurred, regardless of when the related cash flows take place. Governmental funds are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Under this method, revenues are recognized when measurable and available. The City considers all revenues reported in the governmental funds to be available if the revenues are collected within 60 days after year-end. Expenditures are recorded when the related fund liability is incurred, except for principal and interest on general long-term debt, claims and judgments, and compensated absences, which are recognized as expenditures to the extent they have matured. Governmental capital asset acquisitions are reported as expenditures in governmental funds. Proceeds of governmental long-term debt and acquisitions under capital leases are reported as other financing sources. Those revenues susceptible to accrual are property, sales and use, transient occupancy, franchise and gas taxes, intergovernmental revenues, grants and interest revenue. Fines, licenses and permits, and charges for services are not susceptible to accrual because they are not measurable until collected. Non-exchange transactions are those in which the City gives or receives value without directly receiving or giving equal value in exchange; include taxes, grants, entitlements, and donations. On the accrual basis, revenue from taxes is recognized in the fiscal year for which the taxes are levied or assessed. Revenue from grants, entitlements, and donations is recognized in the fiscal year in which all eligibility requirements have been satisfied. The City may fund programs with a combination of cost-reimbursement grants, categorical block grants, and general revenues. Thus, both restricted and unrestricted net position may be available to finance program expenditures. The City's policy is to first 47 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 1: Summary of Significant Accounting Policies (Continued) apply restricted grant resources to such programs, followed by general revenues if necessary. Certain indirect costs are included in program expenses reported for individual functions and activities. e. Property Taxes and Sewer Charges Revenue is recognized in the period for which the tax and assessment is levied. The County of San Mateo levies, bills and collects property taxes and sewer charges for the City; the County remits the entire amount levied and handles all delinquencies, retaining interest and penalties. Secured and unsecured property taxes are levied on January 1. Secured property tax is due in two installments, on November 1 and February 1, and becomes a lien on those dates. It becomes delinquent on December 10 and April 10, respectively. Unsecured property tax is due on July 1 and becomes delinquent on August 31. The term "unsecured" refers to taxes on personal property other than real estate, land, and buildings. These taxes are secured by liens on the property being taxed. Property tax revenues are recognized by the City in the fiscal year they are assessed provided they become available as defined above, generally within 60 days. f. Assets, Liabilities, Deferred inflows/outflows, and Net Position or Equity Investments For financial reporting purposes, investments are adjusted to their fair value. Changes in fair value that occur during a fiscal year are recognized as investment income reported for that fiscal year. Investment income includes interest earnings, changes in fair value, and any gains or losses realized upon the liquidation or sale of investments. Some investments are valued on an unamortized cost basis. For these investments, there is no material difference from fair value. The City pools cash and investments of all funds, except for assets held by fiscal agents. Each fund’s share in this pool is displayed in the accompanying financial statements as cash and investments. Investment income earned by the pooled investments is allocated to the various funds based on each fund’s average cash and investment balance. Cash and Cash Equivalents For purposes of the statement of cash flows, cash equivalents are defined as short-term, highly liquid investments that are both readily convertible to known amounts of cash or so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Cash equivalents also represent the proprietary fund’s share in the cash and investment pool of the City. Cash equivalents have an original maturity date 48 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 1: Summary of Significant Accounting Policies (Continued) of three months or less from the date of purchase. For purposes of the statement of cash flows, the entire balance of cash and investments on the combined balance sheet for the proprietary funds is considered cash and cash equivalents. Prepaid Items Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financial statements. Capital Assets All capital assets are valued at historical cost or estimated historical cost if actual historical cost is not available. Contributed capital assets are valued at their estimated fair market value on the date contributed. The City's policy is to capitalize all assets with costs exceeding the $5,000 threshold and a useful life of more than one year. All capital assets with limited useful lives are depreciated over their estimated useful lives. The purpose of depreciation is to spread the cost of capital assets equitably among all users over the life of these assets. The amount charged to depreciation expense each year represents that year's pro rata share of the cost of capital assets. Depreciation is provided using the straight line method which means the cost of the asset is divided by its expected useful life in years and the result is charged to expense each year until the asset is fully depreciated. The City has assigned the useful lives listed below to capital assets: Building and Improvements Equipment Infrastructure and Sewer System Network 10-50 years 5-10 years 75-100 years Major outlays for capital assets and improvements are capitalized as projects are constructed. Interest incurred during the construction phase of capital assets of the business-type activities is reflected in the capitalized value of the asset constructed, net of interest earned on the invested proceeds over the same period. Deferred outflows/inflows of resources In addition to assets, the statement of net position and governmental fund balance sheet will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position or fund balance that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/ expenditure) until then. In addition to liabilities, the statement of net position and governmental fund 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 or fund balance that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The government has only one item, which arises only under a modified accrual basis of accounting that qualifies for reporting in this category. Accordingly, the item, unavailable revenue, is reported only in the governmental funds balance sheet. The governmental funds report unavailable revenues from two sources: property taxes and special assessments. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. 49 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 1: Summary of Significant Accounting Policies (Continued) Compensated Absences Compensated absences comprise unpaid vacation which is accrued as earned. All employees who hold full-time regular positions are entitled to 12 working days of vacation pay upon successful completion of their first year of continuous service. The accrual rate increases as length of service exceeds 4 years. Maximum accumulation of vacation is two years of vacation accrual. Upon termination or retirement, full-time employees are entitled to receive compensation at their current base salary for all unused vacation leave. The City's liability for compensated absences is recorded in various Governmental funds or Proprietary funds as appropriate. The compensated absences are reported in governmental funds only if they are matured. The liability for compensated absences is determined annually. For governmental funds, the portion expected to be permanently liquidated is recorded as fund liabilities. Compensated absences are liquidated by the fund that has recorded the liability, primarily the General Fund. Fund Balance In the fund financial statements, governmental funds report the following fund balance classification: Nonspendable include 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 include amounts that are constrained on the use of resources by either (a) external creditors, grantors, contributors, or laws of regulations of other governments or (b) by law through constitutional provisions or enabling legislation. Committed include amounts that can only be used for specific purposes pursuant to constraints imposed by formal action of the government’s highest authority, City Council. The formal action that is required to be taken to establish, modify, or rescind a fund balance commitment is Council resolution. Assigned include amounts that are constrained by the government’s intent to be used for specific purposes, but are neither restricted nor committed. The City Manager is authorized to assign amounts to a specific purpose, which was established by the governing body by resolution. Unassigned include the residual amounts that have not been restricted, committed, or assigned to specific purposes. The City Council adopts and amends committed fund balance amounts through resolution. The City Council authorizes assigned amounts for specific purposes pursuant to the policy-making powers granted through resolution. 50 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 1: Summary of Significant Accounting Policies (Continued) Fund Balance Flow Assumption Sometimes the government will fund outlays for a particular purpose from both restricted and unrestricted resources (the total of committed, assigned, and unassigned fund balance). In order to calculate the amounts to report as restricted, committed, assigned, and unassigned fund balance in the governmental fund financial statements a flow assumption must be made about the order in which the resources are considered to be applied. It is the government’s policy to consider restricted fund balance to have been depleted before using any of the components of unrestricted fund balance. Further, when the components of unrestricted fund balance can be used for the same purpose, committed fund balance is depleted first, followed by assigned fund balance. Unassigned fund balance is applied last. Net Position Net position is the excess of all the City's assets and deferred outflows over all its liabilities and deferred inflows, regardless of fund. Net position is divided into three captions. These captions apply only to net position, which is determined only at the government-wide level, and are described below: Net investment in capital assets describes the portion of net position which is represented by the current net book value of the City's capital assets, less the outstanding balance of any debt issued to finance these assets. Restricted describes the portion of net position which is restricted as to use by the terms and conditions of agreements with outside parties, governmental regulations, laws, or other restrictions which the City cannot unilaterally alter. These principally include developer fees received for use on capital projects, debt service requirements, and funds restricted to low and moderate income purposes. Unrestricted describes the portion of net position which is not restricted to use. Net Position Flow Assumption Sometimes the government will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted – net position and unrestricted – net position in the government-wide and proprietary fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the government’s policy to consider restricted – net position to have been depleted before unrestricted – net position is applied. g. Budgets and Budgetary Accounting The City adopts an annual operating budget on or before June 30 for the ensuing fiscal year for the General Fund, all Special Revenue Funds, and all Debt Service Funds. Expenditures for the Capital Projects Funds are budgeted and managed on a project length basis and budget to actual comparisons for these expenditures have been excluded from the accompanying financial statements. The City follows a budgeting process in which the City’s plans and objectives are outlined and budgeted. This work program is reviewed with the City Council to determine the priority and timing of plans and objectives. Revisions are made to the work program, which in its final form, is adopted by the City Council as an operating budget, effective July 1 for the ensuing fiscal year. From the effective date of the budget, the amounts stated therein as proposed expenditures become appropriations to the various funds. 51 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 1: Summary of Significant Accounting Policies (Continued) City Council may amend the budget by resolution during the fiscal year. The City Manager may transfer appropriations from one program, activity, or object to another within the same department or between departments. However, transfers of appropriations which change total fund appropriations must be approved by the City Council. Expenditures which exceed appropriations at the fund level must be approved by the City Council. Budgets are adopted on a basis consistent with generally accepted accounting principles. h. Expenditures in Excess of Budget For the year ended June 30, 2014, there were no functional expenditures exceeding the budgeted amounts in the General Fund. Note 2: Cash and Investments The City pools cash from all sources and all funds except cash and investments held by trustees so that it can be invested at the maximum yield consistent with safety and liquidity, while individual funds can make expenditures at any time. a. Policies California Law requires banks and savings and loan institutions to pledge government securities with a market value of 110% of the City's cash on deposit, or first trust deed mortgage notes with a market value of 150% of the deposit, as collateral for these deposits. Under California Law this collateral is held in a separate investment pool by another institution in the City's name and places the City ahead of general creditors of the institution. The City Treasurer may waive the collateral requirement for deposits that are fully insured up to $250,000 by the FDIC. The City invests in individual investments and in investment pools. Individual investments are evidenced by specific identifiable securities instruments, or by an electronic entry registering the owner in the records of the institution issuing the security, called the book entry system. In order to increase security, the City employs the trust department of a bank as the custodian of certain City managed investments, regardless of their form. The City's investments are carried at fair value, as required by generally accepted accounting principles. The City adjusts the carrying value of its investments to reflect their fair value at each fiscal year end, and it includes the effects of these adjustments in income for that fiscal year. b. Classification Cash and investments as of June 30, 2014, are classified in the following financial statements as follows: Statements of Net Position: Cash and investments Subtotal $ Fiduciary Funds: Cash and investments Cash and investments with fiscal agent Subtotal Total cash and investments 52 $ 54,054,226 54,054,226 35,267,065 10,104,320 45,371,385 99,425,611 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 2: Cash and Investments (Continued) Cash and investments as of June 30, 2014, consist of the following: Cash on hand Deposits with financial institutions Investments Total cash and investments $ 6,000 3,806,508 95,613,103 $ 99,425,611 c. 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 by the California Government Code (or the City’s investment policy, where more restrictive). The table also identifies certain provisions of the California Government Code (or the City’s investment policy, where more restrictive) that address interest rate risk, credit risk, and concentration of credit risk. This table does not address investments of debt proceeds held by bond trustees that are governed by the provisions of bond indentures of the City, rather than the general provisions of the California Government Code or the City’s investment policy. Maximum Maturity Minimum Credit Quality Upon Demand N/A San Mateo County Investment Pool Upon Demand N/A U.S. Treasury Bonds/Notes/Bills U.S. Government Agency and Federal Agency Securities Bankers Acceptances Commercial Paper Negotiable Certificates of Deposit Time Certificates of Deposit Banks or Savings and Loans Medium Term Corporate Notes 5 Years Authorized Investment Type Local Agency Investment Fund Maximum in Portfolio Maximum Investment in One Issuer N/A N/A $40 million per account $40 million per account 100% 5 Years 180 Days 270 Days 5 Years N/A N/A AA N/A 100% 30% 25% 30% N/A (A),(B) (A),(B) (A),(B) 5 Years 5 Years N/A AA 25% 30% (A),(B) (A),(B) A) 5% of outstanding paper of issuing corporation B) 5% of the portfolio in one corporation 53 N/A N/A CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 2: Cash and Investments (Continued) d. Investments Authorized by Debt Agreements The City must maintain required amounts of cash and investments with trustees or fiscal agents under the terms of certain debt issues. These funds are unexpended bond proceeds or are pledged reserves to be used if the City fails to meet its obligations under these debt issues. The California Government Code requires these funds to be invested in accordance with City resolutions, bond indentures or State statutes. The table below identifies the investment types that are authorized for investments held by fiscal agents. The table also identifies certain provisions of these debt agreements: Authorized Investment Type Securities of the U.S. government or its agencies Time certificates of deposit Bankers acceptances Commercial paper California Local Agency Investment Fund Repurchase agreements Small Business Administration loans Money market funds Negotiable certificates of deposit Investment agreement Tax-exempt obligations Medium-term notes 1 2 Minimum Credit Quality None None A1+ A1 None None None AA-m1, AAA-m2 None None AAA AAA SBWMA Series 2009A Bond San Carlos RDA 2007 TAB Series A & B e. Interest Rate Risk Interest rate risk is the risk that changes in market interest rates will adversely affect the fair value of an investment. Normally, the longer the maturity of an investment, the greater the sensitivity of its fair value to changes in market interest rates. The City’s investment policy is to hold investments to maturity to mitigate the interest rate risk. 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 or earliest call date: 6 Months or Less Investment Type San Mateo County Investment Pool California Local Agency Investment California Asset Management Program Money market mutual funds Certificates of Deposit Total Investments 6 Months to 1 Year 1 to 3 Years Total $ 41,173,047 44,336,573 1,065,454 7,550,029 - $ - $ 1,488,000 $ 41,173,047 44,336,573 1,065,454 7,550,029 1,488,000 $ 94,125,103 $ - $ 1,488,000 95,613,103 Cash in bank and cash on hand 3,812,508 Total Cash and Investments $ 99,425,611 54 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 2: Cash and Investments (Continued) f. Credit Risk 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 actual rating, by Standards and Poor, as of June 30, 2014, for each investment type: Investment Type AAA-m Money market (U.S. Securities) Totals Not rated: California Local Agency Investment Fund San Mateo County Investment Pool California Asset Management Program Certificates of deposit Total Investments $ 7,550,029 $ 7,550,029 Total $ 7,550,029 7,550,029 44,336,573 41,173,047 1,065,454 1,488,000 95,613,103 Cash on hand and cash in bank Total Cash and Investments 3,812,508 $ 99,425,611 g. Local Agency Investment Fund The City is a participant in the Local Agency Investment Fund (LAIF) that is regulated by California Government Code Section 16429 under the oversight of the Treasurer of the State of California. The City reports its investment in LAIF at the fair value amount provided by LAIF, which is the same as the value of the pool share. The balance available for withdrawal is based on the accounting records maintained by LAIF, which are recorded on an amortized cost basis. Included in LAIF's investment portfolio are collateralized mortgage obligations, mortgage-backed securities, other asset-backed securities, loans to certain state funds, and floating rate securities issued by federal agencies, government-sponsored enterprises, United States Treasury Notes and Bills, and corporations. h. San Mateo County Investment Fund The City is a voluntary participant in the San Mateo County Investment Fund (SMCIF) that is regulated by California Government Code Section 53600 under the oversight of the treasurer of the County of San Mateo. The City reports its investment in SMCIF at the fair value amount provided by SMCIF. The balance available for withdrawal is based on the accounting records maintained by SMCIF, which are recorded on an amortized cost basis. Included in SMCIF's investment portfolio are U.S. Treasury Notes, obligations issued by agencies of the U.S. Government, LAIF, corporate notes, commercial paper, collateralized mortgage obligations, mortgage-backed securities, other asset-backed securities, and floating rate securities issued by federal agencies, government-sponsored enterprises, and corporations. The City reports its investments in SMCIF at the fair value amounts provided by SMCIF, which is the same as the value of the pool share. 55 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 2: Cash and Investments (Continued) i. California Asset Management Program The City is a voluntary participant in the California Asset Management Program (CAMP). CAMP is an investment pool offered by the California Asset Management Trust (the Trust). The Trust is a joint powers authority and public agency created by the Declaration of Trust and established under the provisions of the California Joint Exercise of Powers Act (California Government Code Sections 6500 et seq., or the "Act") for the purpose of exercising the common power of its Participants to invest certain proceeds of debt issues and surplus funds. The Pool's investments are limited to investments permitted by subdivisions (a) to (n), inclusive, of Section 53601 of the California Government Code. The City reports its investments in CAMP at the fair value amounts provided by CAMP, which is the same as the value of the pool share. At June 30, 2014, the fair value approximated is the City's cost. Note 3: San Carlos Development Corporation Receivable The San Carlos Development Corporation (SCDC) operates a senior care residential facility for low and moderate income residents of the City. In September 2003, the Agency issued a Residual Receipts Note in connection with an FHA-issued mortgage loan being made to refinance the San Carlos Elms. The terms of the note called for interest only payments at a rate of 9.75% per year with the entire amount of principal due August 1, 2037. On February 1, 2012, this receivable was transferred to the City who took over the housing function of the Agency upon dissolution of the San Carlos Redevelopment Agency. As of June 30, 2014, the balance owed to the City by SCDC totaled $3,800,000. Note 4: Down Payment Assistance Loan (DAL) Program Receivable The Agency offers first time home buyers who qualify as having low and moderate income loans for use as a down payment on the purchase of a home. These loans bear interest at 3% and are secured by second deeds of trust on the underlying property. No payments are due until five years after the date of purchase, at which time the buyer has the option of converting the loan into shared equity in the property or extending the loan for an additional ten years with monthly payments and a balloon payment for the unpaid balance at the end of the ten year term. On February 1, 2012, this receivable was transferred to the City when it took over the housing function of the Agency upon dissolution. At June 30, 2014, the City has recorded a receivable totaling $453,398 for loans given out to 8 buyers, consisting of $383,318 principal and $70,080 in accrued interest. On April 27, 2009, the City Council approved revisions to the terms of DAL for the first time home buyer program. Payments are deferred for the term of the loan. Homeowners of units other than a Below Market Rate unit and/or any unit subject to a resale restriction agreement will be required to pay shared appreciation in addition to the repayment of principal and accrued interest at the time the DAL Program loan repayment is due. Interest rate and loan term remain unchanged. At June 30, 2014, the City has recorded a receivable totaling $502,276 for loans given out to 9 buyers, consisting of $448,600 principal and $53,676 in accrued interest. 56 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 5: Employee Housing Assistance Loans In accordance with Council resolution, the City has assisted several employees in purchasing new residences through a loan program. These loans become due within 90 days if employment is terminated. The loans bear interest of 4.80%. Some loans have rates which are adjusted annually to equal the Local Agency Investment Fund rate earned as of July 1. The loans are secured by a second deed of trust on the underlying residence. Interest only is due bi-weekly until the sixth year, when principal and interest payments are due. The unpaid balance is due in the eighth year of the loan. In fiscal year 2014, no employees participated in the program. Note 6: Interfund Transactions a. Transfers Between Funds The purpose of the majority of transfers is to reimburse a fund which has made an expenditure on behalf of another fund. Less often, a transfer may be made to open or close a fund. Transfers between funds during the fiscal year ended June 30, 2014, were as follows: Fund Receiving Transfer General Fund Capital Improvement Capital Improvement Non-Major Governmental Fund Sewer Enterprise Fund Non-Major Governmental Fund (A) (B) Amount Transferred Fund Making Transfer Sewer Fund Non-Major Governmental Fund General Fund General Fund Non-Major Governmental Fund Non-Major Governmental Fund $ Total Capital projects Sewer right of way 520,200 350,000 8,965 256,200 348,000 509,800 B A A A A A $ 1,993,165 b. Interfund Advances At June 30, 2014, the amounts of interfund advances were as follows: Fund Receiving Advance Non-Major Governmental Fund Sewer Enterprise Fund Total Fund Making Advance General Fund General Fund Amount $ 610,000 100,000 $ 710,000 General Fund has advanced non-major governmental funds to cover storm drain maintenance. The advance does not bear interest. General Fund has advanced Sewer Enterprise Fund to cover OPEB trust contribution payment. The advance does not bear interest. 57 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 7: Capital Assets Capital assets as of June 30, 2014, consisted of the following: Balance June 30, 2013 Governmental Activities: Capital assets not depreciated: Land Rights of way Construction in progress $ 62,243,493 2,341,714 2,030,784 Additions $ 72,000 7,407,910 Retirements $ (154,148) $ Transfers Balance June 30, 2014 (3,730,266) $ 62,243,493 2,413,714 5,554,280 Total capital assets not depreciated 66,615,991 7,479,910 (154,148) (3,730,266) 70,211,487 Capital assets being depreciated: Buildings and improvements Equipment Infrastructure 30,324,065 5,066,036 55,679,845 130,300 - - 1,143,000 2,587,266 31,467,065 5,196,336 58,267,111 Total capital assets being depreciated 91,069,946 130,300 - 3,730,266 94,930,512 Less accumulated depreciation: Buildings and improvements Equipment Infrastructure (12,128,234) (4,020,600) (15,675,504) (813,029) (334,082) (1,298,467) - - (12,941,263) (4,354,682) (16,973,971) Total accumulated depreciation (31,824,338) (2,445,578) - - (34,269,916) Depreciable capital assets, net 59,245,608 (2,315,278) - 3,730,266 60,660,596 - $ 130,872,083 Capital assets, net $ 125,861,599 $ 5,164,632 $ (154,148) $ Depreciation expense was charged to governmental functions based on their usage of the related assets. The amounts allocated to each function or program as follows: Governmental Activities: General government Public safety Public works Community development Parks and recreation Total Governmental Activities 58 $ 316,924 203,222 1,332,954 96,110 496,368 $ 2,445,578 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 7: Capital Assets (Continued) Business-type Activities: Capital assets not depreciated: Land Participation rights Construction in progress Balance June 30, 2013 Adjustments* $ $ 153,734 9,960,000 739,837 (9,960,000) - Additions $ $ - $ $ 153,734 - Capital assets being depreciated: Equipment Sewer network system 1,247,744 16,262,695 - 389,845 - (191,799) (61,535) 2,828,764 1,445,790 19,029,924 Total capital assets being depreciated 17,510,439 - 389,845 (253,334) 2,828,764 20,475,714 Less accumulated depreciation: Equipment Sewer network system (549,872) (5,106,779) - (155,549) (196,931) 191,799 27,964 - (513,622) (5,275,746) Total accumulated depreciation (5,656,651) - (352,480) 219,763 - (5,789,368) Depreciable capital assets, net 11,853,788 - 37,365 (33,571) $ 2,126,292 $ (33,571) $ (9,960,000) - (2,828,764) 10,853,571 $ 22,707,359 2,088,927 Balance June 30, 2014 Transfers Total capital assets not depreciated Capital assets, net (9,960,000) 2,088,927 Retirements (2,828,764) 153,734 2,828,764 14,686,346 - $ 14,840,080 $ *Adjustment made in the current year relating to the City's investment in the Silicon Valley Clean Water joint venture. See Note 15c for more information. Depreciation expense of $352,480 was charged to the Sewer enterprise fund as of June 30, 2014. Note 8: Property Held for Resale Property held for resale is stated at the lower of historical cost or net realizable value (equal to agreed-upon sales price if a disposition and development agreement has been reached with a developer). In October 2009, the Agency purchased a low income housing unit property. On February 1, 2012, this property was transferred to the City when it took over the housing function of the Agency upon dissolution. The unit is being held for future resale to an individual who is eligible for the low income housing program. On November 25, 2013 City Council approved the acquisition of three parcels referred to as “Landmark Sites” for hotel development. The intent is to consolidate the properties and to sell the land to a developer in order to increase City’s Transient Occupancy Tax. The properties are reported in governmental activities in the statement of net position as Assets Held for Resale. The carrying value at June 30 is: Property Name Housing Unit Landmark Site Landmark Site Landmark Site Property Address 633 Elm St #305, San Carlos 595 Industrial Road, San Carlos 850 East San Carlos Avenue, San Carlos 810 East San Carlos Avenue, San Carlos 59 Amount $ 354,999 5,050,859 5,441,885 3,577,779 $ 14,425,522 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 9: Long-Term Debt The City's debt issues and transactions are summarized below and discussed in detail thereafter. Governmental Activities: 2005 Refunding General Obligation Bonds ABAG Lease Agreement Total Governmental Activities Business-type Activities: 2008 Financing Agreement 2009 Financing Agreement Total Business-type Activities Balance June 30, 2013 Adjustments* Retirements Balance June 30, 2014 Due Within One Year $ 6,690,000 - $ - $ 8,800,000 $ (285,000) - $ 6,405,000 8,800,000 $ 310,000 - $ 6,690,000 $ - $ 8,800,000 $ (285,000) $ 15,205,000 $ 310,000 $ 1,355,000 8,015,000 $ (1,355,000) (8,015,000) $ - $ - $ - $ - $ 9,370,000 $ (9,370,000) $ - $ - $ - $ - Additions *Adjustments made in the current year relating to the City's investement in the Silicon Valley Clean Water joint venture. See Note 15c for more information. a. General Obligation Bonds On December 6, 2005, the City issued $8,115,000 of general obligation bonds (2005 Refunding Bonds). The 1996 Public Library Bonds were defeased by placing the proceeds from the 2005 Refunding Bonds in an irrevocable trust to provide for future debt payments. Accordingly, the trust account assets and the liability for the defeased 1996 Public Library Bonds are not included in the financial statements. On August 1, 2006, all outstanding principal of the 1996 Public library Bonds were repaid. Principal payments for the 2005 Refunding Bonds are due annually on August 1. Interest payments are due semi-annually on February 1 and August 1 ranging from 3.50% to 4.15%. These bonds are payable from the proceeds of ad valorem property taxes. Annual debt service requirements for the general obligation bonds are shown below: Principal Interest 2015 2016 2017 2018 2019 2020-2024 2025-2029 $ 310,000 330,000 365,000 385,000 415,000 2,580,000 2,020,000 $ 247,288 235,525 222,576 208,514 193,410 688,378 128,820 Total $ 6,405,000 $ 1,924,511 b. ABAG Lease Agreement On June 1, 2014, the City entered into a Lease Agreement with ABAG Financing Authority for Nonprofit Corporations to financing its acquisition of real property located at 595 Industrial Boulevard and 850 East San Carlos Avenue in San Carlos in the amount of $8,800,000. The land is recorded in the general fund as property held for resale. The Lease Agreement shall end December 2019. Interest is calculated at 3.62% to June 1, 2016 and the rate due on the principal after June 1, 2016 shall be reset to a fixed rate based on the three year LIBOR swap rate as of June 1, 2016, plus 3.0%. 60 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 9: Long-Term Debt (Continued) Lease payments are payable semiannually on June 1 and December 1, commencing in December 2014. Principal payment will commence in December 2015. Annual debt service requirements for the ABAG lease agrement are shown below: Principal Note 10: Interest 2015 2016 2017 2018 2019 2020-2024 $ 1,846,729 1,889,302 1,965,630 2,045,042 1,053,297 $ 302,632 301,997 259,425 183,097 103,686 21,066 Total $ 8,800,000 $ 1,171,903 Compensated Absences The changes in compensated absences for the year ending June 30, 2014, are as follows: Balance June 30, 2013 Additions Retirements Balance June 30, 2014 Due Within One Year Governmental Activities: Compensated absences Total Governmental Activities $ 458,642 $ 364,936 $ (365,760) $ 457,818 $ 274,691 $ 458,642 $ 364,936 $ (365,760) $ 457,818 $ 274,691 $ 79,632 $ 45,547 $ (49,386) $ 75,793 $ 45,476 $ 79,632 $ 45,547 $ (49,386) $ 75,793 $ 45,476 Business- Type Activities: Compensated absences Total Business-type Activities Note 11: Fund Balances a. Fund Balance Commitments The City has the following committed fund balance shown on the governmental balance sheet: Committed to emergency reserve - the City established the amount of 10% of the General Fund expenditures with a target of increasing to 20% of General Fund expenditures. Appropriations and access to these funds will be reserved for emergency situations. Examples of such emergencies include, but are not limited to: catastrophic disaster (declared by Governor), budgeted revenue taken by another government entity, or a more than 5% drop in projected revenue to the General Fund. The balance as of June 30, 2014, was $3,200,000. The City also has commitments for community development projects, general government, and capital projects totaling $12,377,737. 61 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 12: Retirement Benefits a. CALPERS Safety and Miscellaneous Plans All employees meeting membership requirements must participate in pension plans. The City participates in the California Public Employers Retirement System (CALPERS), a cost-sharing multiple-employer defined benefit pension plan. CALPERS provides retirement and disability benefits, annual cost of living adjustments and death benefits to plan members, who must be public employees and beneficiaries. The City's employees participate in the separate Safety (fire services) and Miscellaneous (all other) Employee Plans. Benefit provisions under both Plans are established by State statute and City resolution. Benefits are based on years of credited service, equal to one year of full time employment. Funding contributions for both Plans are determined annually on an actuarial basis as of June 30 by CALPERS; the City must contribute these amounts. The Plans’ provisions and benefits in effect at June 30, 2014, are summarized as follows: Safety (Fire) 1st Tier Benefit vesting schedule 5 years service Benefit payments monthly for life Retirement age 50 Monthly benefits, as a % of annual salary 2% Required employee contribution rates 9.0% Required employer contribution rates 19.900% 1st Tier 5 years service monthly for life 55 2.70% 8.0% 22.167% Miscellaneous 2nd Tier 3rd Tier 5 years service 5 years service monthly for life monthly for life 55 55 2.50% 2.00% 8.0% 7.0% 15.133% 10.773% (4th Tier)PEPRA 5 years service monthly for life 62 2.00% 6.5% 6.500% On January 12, 2009, the council adopted the resolution authorizing an amendment to the contract between the City and the Board of Administration of the California Public Employees’ Retirement System to provide a 2.5% at age 55 supplemental formula (2nd Tier) for local miscellaneous members entering membership in the miscellaneous classification. The change took effect on March 15, 2009. Effective July 1, 2012, the City consolidated its safety plan to achieve a reduced employer contribution rate. The City Council adopted resolution authorizing an amendment to the contract between the City and the Board of Administration of the California Public Employees’ Retirement rd System to provide a 2% at 55 supplemental formula (3 Tier) for local miscellaneous members entering membership in the miscellaneous classification. The change took effect on April 23, 2012. On September 12, 2012, Governor Brown signed the California Public Employees' Pension Reform Act of 2013 (PEPRA) into law. PEPRA takes effect January 1, 2013. The new defined retirement formula for all new miscellaneous members hired after January 1, 2013 is 2% at age 62. With an early retirement age of 52 and a maximum benefit factor of 2.5% at age 67. New employees are required to pay least 50 percent of annual normal costs. Employers are precluded from paying any part of the required employee contribution. CALPERS determines contribution requirements using a modification of the Entry Age Normal Method. Under this method, the City's total normal benefit cost for each employee from date of hire to date of retirement is expressed as a level percentage of the related total payroll cost. Normal benefit cost under this method is the level amount the employer must pay annually to fund an employee's projected retirement benefit. This level percentage of payroll method is used to amortize any unfunded actuarial liabilities. The 62 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 12: Retirement Benefits (Continued) actuarial assumptions used to compute contribution requirements are also used to compute the actuarial accrued liability. The City uses the actuarially determined percentages of payroll to calculate and pay contributions to CALPERS. This results in no net pension obligations or unpaid contributions. The required contributions, representing annual pension cost, and related rates for the year ended June 30 were as follows: Contribution Rate Miscellaneous Safety Fiscal Year 2012 2013 2014 Contribution Amount $ 2,000,814 2,301,816 1,590,218 Fire 1st Tier 2nd Tier 3rd Tier 4th Tier (PEPRA) 19.169% 19.204% 19.900% 20.160% 20.433% 22.167% 13.817% 14.383% 15.133% 10.019% 10.197% 10.773% N/A 6.500% 6.500% CALPERS uses the market related value method of valuing the Plan's assets. An investment rate of return of 7.5% is assumed, including inflation at 2.75%. Annual salary increases are assumed to vary by duration of service. Changes in liability due to plan amendments, changes in actuarial assumptions, or changes in actuarial methods are amortized as a level percentage of payroll on a closed basis over twenty years. Investment gains and losses are accumulated as they are realized and amortized over a rolling thirty year period. The State-Wide Miscellaneous Plan Tier I, 2 and 3 actuarial value (which differs from market value) and funding progress over the past three years are set forth below at their latest available actuarial valuation date of June 30: State-wide Miscellaneous Plan 2.7% at 55: Valuation Date Entry Age Accrued Liability Value of Assets Unfunded (Overfunded) Liability 2010 2011 2012 $ 2,297,871,345 2,486,708,579 2,680,181,441 $ 1,815,671,616 1,981,073,089 2,178,799,790 $ 482,199,729 505,635,490 501,381,651 Funded Ratio 79.0% 79.7% 81.3% Annual Covered Payroll Unfunded (Overfunded) Liability as % of Payroll $ 434,023,381 427,300,410 417,600,034 111.1% 118.3% 120.1% Annual Covered Payroll Unfunded (Overfunded) Liability as % of Payroll $ 352,637,380 350,121,750 339,228,272 104.8% 117.4% 123.0% State-wide Miscellaneous Plan 2.5% at 55: Valuation Date Entry Age Accrued Liability Value of Assets Unfunded (Overfunded) Liability 2010 2011 2012 $ 1,972,910,641 2,135,350,204 2,254,622,362 $ 1,603,482,152 1,724,200,585 1,837,489,422 $ 369,428,489 411,149,619 417,132,940 63 Funded Ratio 81.3% 80.7% 81.5% CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 12: Retirement Benefits (Continued) State-wide Miscellaneous Plan 2% at 55: Valuation Date Entry Age Accrued Liability Value of Assets Unfunded (Overfunded) Liability 2010 2011 2012 $ 3,309,064,934 3,619,835,876 4,175,139,166 $ 2,946,408,106 3,203,214,899 3,686,598,343 $ 362,656,828 416,620,977 488,540,823 Funded Ratio 89.0% 88.5% 88.3% Annual Covered Payroll Unfunded (Overfunded) Liability as % of Payroll $ 748,401,352 759,263,518 757,045,663 48.5% 54.9% 64.5% As required by State law, effective July 1, 2005, the City's Safety Plan was terminated, and the employees in the plan were required by CALPERS to join a new State-wide pool. One of the conditions of entry was that the City true-up any unfunded liabilities or overfunded assets in the former Plan, either by paying cash or by increasing or decreasing its future contribution rates through a Side Fund offered by CALPERS. The latest available actuarial values of the Safety Plan State-wide pools (which differs from market value) and funding progress were set forth as follows. The information presented below relates to the Safety Plan State-wide pools as a whole, of which the City is one of the participating employers: State-wide Safety Plan 2% at 50: Valuation Date 2010 2011 2012 Entry Age Accrued Liability $ 469,525,634 503,491,275 475,963,729 Unfunded (Overfunded) Liability Value of Assets $ 396,740,091 421,374,729 407,411,936 $ 72,785,543 82,116,546 68,551,793 Funded Ratio 84.5% 83.7% 85.6% Annual Covered Payroll $ 61,878,177 63,392,685 59,986,230 Unfunded (Overfunded) Liability as % of Payroll 117.6% 129.5% 114.3% In October 2012, the City received written notice from CalPERS that the City’s police pension liabilities were moved to the Statewide Inactive Agency Risk Pool. As a result of this decision, the City’s total annual required contribution for the police unfunded liabilities was $1,012,588 in the fiscal year 2013-14. State-Wide Inactive Agency Risk Pool Accrued Liability Actuarial Value Unfunded Liability Funded Ratio Valuation Date (AL) of Assets (AVA) (UL) (AVA/AL) 2011 2012 $ 677,648,972 839,968,292 $ 608,911,358 743,174,027 $ 68,737,614 96,794,265 89.9% 88.5% Annual Covered Payroll Unfunded Liability as % of Payroll $0 $0 0.0% 0.0% Audited annual financial statements and ten-year trend information are available from CALPERS at P.O. Box 942709, Sacramento, CA 94229-2709. The 2014 Actuarial data for the above retirement plan are not made available by CALPERS at the time this financial statement was issued. 64 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 13: Other Post-Employment Benefits a. Provisions and Benefits OPEB Healthcare – During fiscal year 2008-2009, the City joined the California Employers' Retiree Benefit Trust (CERBT), an agent multiple-employer plan administered by CALPERS, consisting of an aggregation of single-employer plans. City Council authorized a deposit of $1,575,000 with CERBT on October 10, 2008 to begin funding its OPEB liability. By Council resolution and through agreements with its labor units, the City provides certain health care benefits for retired employees (spouse and dependents are not included) under Public Employees’ Medical Healthcare Act (PEMHCA). A summary of eligibility and retiree contribution requirements are described below: Employees are eligible for retiree health benefits if they retire from the City with a CalPERS pension. For retirees who retired on or before 12/31/2008, the City will reimburse the retiree only premium, up to the active employee single cap. The cap amount is $694.22 per month for 2014. The cap for safety (Police) retirees is $718.11 and is not expected to be increased. The City will continue to pay the CalPERS minimum contribution for surviving spouses of retirees as long as they remain enrolled in a health plan sponsored by CalPERS (PEMHCA) For employees retiring on or after 1/1/2009 from the City of San Carlos and choose to enroll in a CalPERS retiree health plan, the City contributes the minimum monthly premium amount specified by CalPERS towards the cost of CalPERS (PEMHCA) medical premiums. The minimum is $119.00 per month for 2014. As of June 30, 2014, 70 retired employees participated in the retiree healthcare benefits. Additionally, 90 current employees have met the criteria for the retiree healthcare benefits and are eligible to participate in the program if they retire from the City of San Carlos in future years. OPEB Longevity Recognition Program (Program) - The Program's provisions and benefits in effect at June 30, 2014, are summarized as follows: 65 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 13: Other Post-Employment Benefits (Continued) Miscellaneous Safety AFSCME Management and Clerical MID Teamsters Confidential Technical Management - Hired before 1/1/2009 and 10 years City Service *2014: $694.22/month *Adjusted annually by same % as Section 125 plan for active single employee - Hired after 1/1/2009 and retire with 15 years continuous City Service *$350/month *No future increases -Hired after 1/1/2009: -Hired after -Hired after -Hired after *Not Eligible 2/28/2011: 12/13/2010: 3/28/2011: *Not Eligible *Not Eligible *Not Eligible Fire *Not Eligible As of June 30, 2014, 25 retired employees were eligible to receive the longevity recognition benefits. Additionally, 38 current employees have met the criteria for this program and will receive benefits from this program if they retire from the City of San Carlos in future years. b. Funding Policy and Actuarial Assumptions OPEB Healthcare - The annual required contribution (ARC) was determined as part of a June 30, 2013, actuarial valuation using the projected unit credit actuarial cost method. Under this method, the actuarial present value of projected benefits is the value of benefits expected to be paid for current active and retirees and is calculated based on the assumptions and census data from the actuarial report. The actuarial assumptions included (a) 7% investment rate of return, (b) 3% projected annual salary increase, and (c) 2.5% health inflation increases. The actuarial methods and assumptions used include techniques that smooth the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. Actuarial calculations reflect a long-term perspective and actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events far into the future. Actuarially determined amounts are subject to revision at least biannually as results are compared to past expectations and new estimates are made about the future. The City’s unfunded actuarial accrued liability is amortized as a level dollars amount on a closed basis using a 30 year amortization period. In accordance with the City's budget, the ARC is to be funded throughout the year as a percentage of payroll. During the fiscal year 2008-2009, the City Council passed a resolution to participate in the California Employers Retirees Benefit Trust (CERBT), an irrevocable trust established to fund OPEB. CERBT is administrated by CalPERS, and is managed by an appointed board not under the control of the City Council. This Trust is not considered a component unit by the City and has been excluded from these financial statements. Separately issued financial statements for CERBT may be obtained from CALPERS at P.O. Box 942709, Sacramento, CA 94229-2709. OPEB Longevity Recognition Program (Program) - The annual required contribution (ARC) was determined as part of a June 30, 2013 actuarial valuation using the projected unit credit actuarial cost method. This is a projected benefit cost method, which takes into account those benefits that are expected to be earned in the future as well as those already accrued. The actuarial assumptions included (a) 4.5%investment rate of return, 66 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 13: Other Post-Employment Benefits (Continued) (b) 3.0% projected annual salary increase, and (c) 2.5% inflation increases. The actuarial methods and assumptions used include techniques that smooth the effects of short-term volatility in actuarial accrued liabilities and the actuarial value of assets. Actuarial calculations reflect a long-term perspective and actuarial valuations involve estimates of the value of reported amounts and assumptions about the probability of events far into the future. Actuarially determined amounts are subject to revision at least biannually as results are compared to past expectations and new estimates are made about the future. The City's unfunded actuarial accrued liability is being amortized as a level dollar amount using a 30-year (closed period) amortization period. On September 12, 2011, the City amended the agreement with the Public Agency Retirement Services (PARS) to include the longevity Recognition Program (OPEB program), and Renaming the Existing Plan to the City of San Carlos PARS Supplementary Retirement Plan. To complete this change and amend the Services Agreement with PARS, the City transferred funds of $1,200,000 on September 12, 2011, to PARS and set up an irrevocable trust to fund future benefit costs. c. Funding Progress and Funded Status Generally accepted accounting principles permit contributions to be treated as OPEB assets and deducted from the Actuarial Accrued Liability (AAL) when such contributions are placed in an irrevocable trust or equivalent arrangement. In fiscal year 2014, the City made contribution and amortized its net OPEB asset and obligation as presented below: Healthcare Annual required contribution (ARC) Interest on net OPEB asset Adjustment to annual required contribution $ Annual OPEB cost (expense) Contributions 285,822 (7,546) 8,519 Longevity $ 286,795 461,000 Increase (decrease) in net OPEB asset Net OPEB obligation (asset) - beginning of year Net OPEB obligation (asset) - end of year 67 600,355 311,000 (174,205) 67,199 $ (107,006) 620,227 49,191 (69,063) 289,355 1,093,137 $ 1,382,492 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 13: Other Post-Employment Benefits (Continued) The City's annual required contributions and actual contributions for the three most recent fiscal years are set forth below: Fiscal Year Healthcare 6/30/2012 6/30/2013 6/30/2014 Annual OPEB Cost Actual Contribution $ $ Longevity 6/30/2012 6/30/2013 6/30/2014 367,514 414,101 286,795 487,300 499,704 600,355 Percentage of Annual OPEB Cost 461,000 0% 0% 161% 1,225,722 175,000 311,000 252% 35% 52% Net OPEB Obligation (Asset) $ (346,902) 67,199 (107,006) 768,433 1,093,137 1,382,492 The Schedule of Funding Progress presents trend information about whether the actuarial value of plan assets is increasing or decreasing over time relative to the actuarial accrued liability for benefits. Trend data from the January 1, 2009, 2011 and 2013 actuarial study are presented below: (in Thousands) Actuarial Valuation Date Note 14: Ending Actuarial Value of Assets (A) Healthcare 6/30/2009 $ 6/30/2011 6/30/2013 1,629 1,140 1,073 Longevity 6/30/2009 6/30/2011 6/30/2013 1,200 1,325 Entry Age Actuarial Accrued Liability (B) Overfunded (Underfunded) Actuarial Accrued Liability (A-B) $ $ 5,356 5,197 3,895 3,993 4,714 6,584 Funded Ratio (A/B) Covered Payroll (C) (Underfunded) Actuarial Liability as Percentage of Covered Payroll [(A-B)/C} (3,727) (4,057) (2,822) 30.41% 21.94% 27.55% $ 8,974 5,863 4,751 -41.53% -69.20% -59.40% (3,993) (3,514) (5,259) 0.00% 25.46% 20.12% 6,380 5,863 4,751 -62.59% -59.94% -110.69% Risk Management a. Liability Coverage The City participates in the Association of Bay Area Governments (ABAG), a non-profit public benefit corporation established to provide liability insurance coverage, claims and risk management, and legal defense to its participating members. ABAG Plan provides $5,000,000 of general and automobile liability coverage per occurrence and 20,000,000 excess liability coverage per occurrence and is responsible for paying claims in excess of the City's $100,000 deductible. For the year ended June 30, 2014, the City paid ABAG Plan $403,059 in premiums. 68 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 14: Risk Management (Continued) Financial statements may be obtained from ABAG Services, PO Box 2050, Oakland, CA 94604-2050. b. Workers' Compensation Coverage The City participates in the Cities Group, created by a joint powers agreement to provide workers compensation coverage of up to $10,000,000 per occurrence in excess of $1,500,000 for safety officers and $1,000,000 for miscellaneous employees. The Group acts as administrator, claim adjuster and provides other risk management services as required by State law. Each member of the Group pays a premium commensurate with the level of coverage requested and shares surpluses and deficits proportionately to its participation in the Group. During the year ended June 30, 2014, the City paid the Group $187,055 in premiums. At June 30, 2014, the Group reported that the City's equity for Workers' Compensation program amounted to $230,308. Financial statements may be obtained from the Cities Group, P.O. Box 111, Burlingame, CA 94011-0111. c. Liability for Uninsured Claims The City's liability for uninsured claims at June 30, 2014, was estimated by management based on ABAG Plan's claims experience and recorded in the Liability Insurance Internal Service Fund. For the years ended June 30, 2014 and 2013, the amount of settlements did not exceed insurance coverage. The City's liability for uninsured claims is limited to workers' compensation and general liability claims, as discussed above, and was estimated by management based on prior years’ claims experience as follows for the year’s ended June 30: Balance, July 1 Net change in liability for claims and claims paid but not reported Claims paid 2014 576,896 $ 2013 551,818 273,661 (326,662) 335,919 (310,841) Balance, June 30 523,895 576,896 Current Portion 237,423 212,348 Long-term Portion Note 15: $ $ 286,472 $ 364,548 Joint Ventures The City participates in joint ventures through formally organized and separate entities established under the Joint Exercise of Powers Act of the State of California. As separate legal entities, these entities exercise full powers and authorities within the scope of the related Joint Powers Agreements including the preparation of annual budgets, accountability for all funds, the power to make and execute contracts and the right to sue and be sued. Each joint venture is governed by a board consisting of representatives from member municipalities. Each board controls the operations of the respective joint venture, including selection of management and approval of operating budgets, independent of any influence by member municipalities beyond their representation on that board. Obligations and liabilities of 69 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 15: Joint Ventures (Continued) these joint ventures are not the City's responsibility and the City does not have an equity interest in the assets of each joint venture except upon dissolution of the joint venture. a. Belmont-San Carlos Fire Department South County Fire Authority was formed in 1979 between the Cities of San Carlos and Belmont on an equal basis to provide more efficient fire protection services for the two cities. Any assets used by the Fire Authority but owned by the member agencies prior to the creation of the Fire Authority remain the property of the members. Each member contributes its pro rata share of operating costs to the Fire Authority. On April 12, 2010, the City Council adopted a resolution authorizing the City Manager to send notice to Belmont Fire Protection District of the City's intent to dissolve the joint powers authority establishing Belmont-San Carlos Fire Department. The service termination of the Belmont-San Carlos Fire Department took effect on October 1, 2011. As a result of the termination service with the Belmont-San Carlos Fire Department, the City is required to make the annual contribution paying for other post-employment benefits for retirees who have earned lifetime medical coverage; unfunded liabilities of the safety and miscellaneous retirement plans with CALPERS; outstanding workers compensation claims from past employees and liability claims or other obligations of the former Fire Department. The City’s contribution during the year ended June 30, 2014, was $1,705,602. b. Fire and Emergency Services Agreement with the City of Redwood City In July 2011 the City of San Carlos and the City of Redwood City entered into an agreement for fire and emergency services. This original agreement provided the City of San Carlos to maintain a fire department, including personnel and infrastructure, at its sole cost sufficient to provide certain emergency and non-emergency services. The City of Redwood City provided certain fire and emergency services such as fire administration and support, fire prevention, investigation, and training. The City of San Carlos pays the City of Redwood City a fee for the services provided which will be reviewed in January of each year and amended to reflect actual increases or decreases in cost. On June 24, 2013, the City Council adopted a resolution to the execution of the amended and restated agreement between the Cities of Redwood City and San Carlos on full service model for fire and emergency services. The restated agreement also includes the transfer of fire services personnel from the City of San Carlos to City of Redwood City on July 1, 2013. The term of the agreement is 5 years commencing on July 1, 2013 and expiring on June 30, 2018. Costs of services will be reviewed annually and brought forward for Council approval each year. c. Silicon Valley Clean Water Silicon Valley Clean Water (formerly the South Bayside System Authority) was formed in 1975 between the cities of San Carlos, Belmont, Redwood City and the Menlo Park Sanitary District to operate a wastewater treatment facility. The cost of operating and maintaining the facility is divided in proportion to the volume of sewage entering from each member entity. During the year ended June 30, 2014, the City contributed $3,035,598 toward the cost of operating and maintaining the facility; paid debt principal and interest of $999,138 that included the State revolving fund loan and the financing agreements to finance the construction and rehabilitation of the SVCW’s wastewater 70 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 15: Joint Ventures (Continued) system. For the fiscal year 2014-2015, the City is obligated to pay debt principal and interest payments totaling $1,559,000. The condensed financial information of the JPA as of June 30, 2014, is as follows: Total Assets Total Liability Total Net Position $ Total Operating Revenues Total Operating Expenses Total Operating Income (loss) Other Income (loss) Net Income (loss) $ Cumulative Agency Balances: Belmont San Carlos Redwood City West Bay Sanitation District Total Net Position $ $ $ $ 229,171,497 (154,339,444) 74,832,053 36,298,128 (26,937,851) 9,360,277 (5,755,321) 3,604,956 12,415,848 9,089,714 35,436,691 17,889,800 74,832,053 Of the $154,339,444 liability, $120,520,000 is related to the 2008, 2009 and 2014 revenue bonds, of that amount the City’s direct obligation is $19,187,027. The City entered into financing agreements with SVCW for repayment of the City’s allocated share of the 2008, 2009 and 2014 bonds in the amount of $19,992,026. The financing agreements are secured by a pledge of the City’s Sewer Enterprises Fund Net Revenue as defined under the financing agreements. For the fiscal year 2013-2014, gross Sewer Fund Revenues including operating revenues and non-operating interest earnings amounted to $13,022,397. The operating and maintenance costs, including operating expenses, transfers out for overhead and administrative cost but excluding interest, and depreciation or amortization amounted to $7,721,717. Net revenues available for debt services amounted to $5,300,680 which represented coverage of 6.06 times over the total of debt services of $875,254. Financial statements may be obtained by mailing a request to the Silicon Valley Clean Water, 1400 Radio Road, Redwood City, CA 94065. d. City/County Association of Governments of San Mateo County (C/CAG) City/County Association of Governments of San Mateo County was formed in 1990 between the various cities in San Mateo County to prepare, adopt, monitor and enforce state mandated plans for the management of traffic congestion, integrated solid waste, airport land use and hazardous waste. The City's contribution to C/CAG was $118,553 for the year ended June 30, 2014. Financial statements may be obtained by mailing a request to the City of San Carlos, 600 Elm Street, San Carlos, CA 94070. 71 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 15: Joint Ventures (Continued) e. South Bayside Waste Management Authority (SBWMA) The South Bayside Waste Management Authority (the Authority) is a joint powers agreement formed in October 13, 1999. Members of the Authority currently include the cities of Atherton, Belmont, Burlingame, East Palo Alto, Foster City, Hillsborough, Menlo Park, Redwood City, San Carlos, San Mateo, as well as the West Bay Sanitary District and the County of San Mateo. The Members are required by AB939 to reduce, recycle and reuse solid waste generated within their respective jurisdictions and to provide source reduction, recycling and composting activities. The Authority's purpose is to assist its members in meeting these requirements. Financial statements may be obtained by mailing a request to the City of San Carlos, 600 Elm Street, San Carlos, CA 94070. Note 16: Restatement to Net Position The Sewer Fund reported a restatement of beginning net position of $8,658,971 to change the way in which the Silicon Valley Clean Water joint venture was being reported. The City was reporting participation rights and long term debt in the Sewer Fund when only an investment in the joint venture should have been reported. As a result, beginning net position was increased due to the reduction in long term debt. Note 17: Commitments and Contingent Liabilities The City is subject to litigation arising in the normal course of business. In the opinion of the City Attorney there is no pending litigation, which is likely to have a material adverse effect on the financial position of the City. The City participates in Federal, State and local grant programs. These programs have been audited by the City's independent accountants in accordance with the provisions of the Federal Single Audit Act of 1984 including 1996 amendments and applicable State requirements. No cost disallowances were proposed as a result of these audits; however, these programs are still subject to further examination by the grantors and the amount, if any, of expenditures which may be disallowed by the granting agencies cannot be determined at this time. The City expects such amounts, if any, to be immaterial. a. Palo Alto Medical Foundation Development Agreement After an extensive 3 1/2 year process, on October 8, 2007, the City Council approved a proposal by the Palo Alto Medical Foundation (PAMF) to develop a regional Medical Clinic, Medical Office Building and Hospital on an 18 acre site at 301 Industrial Road in San Carlos that formerly housed the Varian - CPI Eimac plant. The purchase and transfer of the 18-acre site at 301 Industrial Road took a major parcel in San Carlos off of the property tax rolls of the City. This occurred when the title to the site passed from 301 Industrial LLC (the entity performing the site clearance and remediation activities) to PAMF, which is a tax-exempt entity. In addition, the PAMF San Carlos Center would generate very little in sales tax revenue to the City. To offset this impact, a Development Agreement with PAMF was entered into to ensure that the City would be in substantially the same position financially as the City would likely have been with use of the Project Site instead for another, economically productive use. 72 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 17: Commitments and Contingent Liabilities (Continued) The key components of the Development Agreement are described in the table below. In short, the Development Agreement guarantees the City nearly $91,000,000 in revenue over a 50-year period. When factoring in costs for City services, the Development Agreement would net the City $43,939,000 over 50 years, resulting in a positive net present value of $11,642,000. The net amount does not include one-time payments of $1 million to the City for athletic fields and $1.5 million to the San Carlos Education Foundation for educational purposes. This amount also does not include the City's share of any excess returns of the $9 million principal amount to be funded by PAMF under the agreement, which could be substantial depending on the investment returns received on the fund. In May 2009, in their annual report to the City, PAMF stated that funding for the San Carlos project had been temporarily frozen as a result of the economic environment. PAMF has the right under the Agreement to an early termination of the Agreement at any time prior to the issuance of the first building permit for construction of the medical office/clinic building or hospital building. In late 2011, Sutter Health, PAMF’s parent organization approved funding for the first phase construction of their medical facility in San Carlos. This will include construction of site improvements including utilities, loop access road, landscaping, the parking garage to serve full facility build-out and the Medical Center which would provide medical offices, urgent care services, and out-patient surgery. A second phase of the project, which would construct the Hospital on this site remains unfunded. In May 2012, PAMF received permits from the City and began construction work including grading and pile installation on the site. The Medical Center will be open to the public in November 2014. The financial impacts of these developments are beneficial to the City. The Guaranteed Minimum Payments (item “C” in the table below) began in 2010-11 with a payment of $630,000 in April 2011 after receipt of $250,000 per year payments in the two years prior as described in the development agreement. Guaranteed Minimum Payments continued the following year with a payment of $678,400 in April 2014. The next guaranteed payment will be $695,400 in April 2015. In addition to receiving the Year 3 Guaranteed Minimum Payments of $630,000 in April 2011 as specified in the development agreement, the start of construction triggered two more events. First, the City will receive the "construction period revenue" for all portions of the PAMF development except the hospital component during the Phase I construction period (see item "D" in the table below). Members of the City’s Administrative Services and City Manager Departments have met with PAMF, Skanska (PAMF’s project management firm) and HDL Companies (the City’s Sales Tax audit and consultant) to review the mechanics of this process. PAMF and Skanska are now implementing systems needed to comply with these provisions of the development agreement. Under the terms of the Development Agreement, PAMF is obligated to deliver a quarterly report on use tax payments by their contractors to the City, 90 days after the end of each quarter. The City will review these reports to verify the amounts of use tax paid to the City and report the findings to PAMF. Use tax payments made to San Carlos from the project’s contractors will be credited to PAMF and will reduce the amount of Use Tax ($722,000) that will be received by the City by the end of the project construction. This is outlined in item “D”. 73 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 17: Commitments and Contingent Liabilities (Continued) Second, the start of construction will trigger payment to the City of the "guaranteed minimum annual operational use tax revenue" one year after construction is completed (see item "E" in the table below). The revenue sources contained in the Development Agreement are summarized in the following table: Funding Source A $9 million endowment fund (called the Designated Fund) B 50% of excess returns on the Designated Fund at the end of the payment term C Guaranteed minimum payments from the revenue on the Designated Fund Summary Description At the end of 50 years, the Designated Fund becomes the City's to administer In addition to receiving the $9 million Designated Fund at the end of the term of the agreement, the City will then receive 50% of the amount of the Designated Fund that exceeds $9 million $250,000 in each of Years 1 and 2 $630,000 in Year 3 $630,000 inflated by 2.5% per year for the next 49 years D Guaranteed minimum $722,000 for the principal construction construction-related use period tax revenue Current Status No change No change The City has received a total of $3,116,100 from years 1 through 6. City will receive the year 7 payment of $695,400 in April 2015 as scheduled. Upcoming - $722,000 of "construction period revenue" is dependent on the construction of the facility. With the start of construction in May 2012, these funds (use tax assigned to the project by the contractors) will begin to flow to the City's sales tax account by the State during 2012 and will continue until the end of the project's construction period. Deferred — $152,000 per year is guaranteed for 50 years starting 1 year after construction of both the Medical Clinic and Hospital facilities are completed. Received - by San Carlos Education Foundation on Feb 5, 2008. E Guaranteed minimum annual operational use tax revenue $152,000/year inflated by 3% per year for 50 years F $1.5 million One-time payment to the San Carlos Education Foundation for health-related school programs G $1 million One-time payment to the City to improve Received — by City of San Carlos on athletic facilities and fields Feb 5, 2008 and the funds were used to install a synthetic turf field at Lower Highlands Park Field. Total: $90,804,000 (minimum) over 50 years 74 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 17: Commitments and Contingent Liabilities (Continued) b. San Francisco Baykeeper Commitment On February 16, 2010, the City entered into a consent decree with San Francisco Baykeeper to reduce the number of sanitary sewer overflows (SSOs) from the wastewater collection system. The agreement sets forth a timeline for reducing SSOs from the 2010 level of 64 per 100 miles of sewer line per year to a level of 4 per 100 miles of sewer line per year in 2017. The agreement required payments of $200,000 for an environmental mitigation project, $95,000 for litigation fees and costs, and $55,000 for compliance monitoring and these obligations have been met. The agreement also commits the City to certain actions regarding SSO investigation, response and reporting; sewer condition assessment rehabilitation replacement; implementation of a fats, oil and grease program; sewer cleaning, hot spots, and lateral programs; regulation of private laterals; and a chemical root control program. An annual report is required commencing on March 1, 2011 and each year thereafter. The agreement set forth stipulates payments for failure to file required reports. c. Construction Commitments Construction commitments as of June 30, 2014, consisted of the following projects: Project Eastside Connect Project Holly 101 Interchange Study Old County Road Underground Utility District Note 18: Authorized Expended Future Commitment $ 2,915,000 1,458,500 1,511,685 $ 1,695,000 949,000 1,101,900 $ 1,220,000 509,500 409,785 Successor Agency Trust for Assets of Former Redevelopment Agency On December 29, 2011, the California Supreme Court upheld Assembly Bill 1X 26 (“the Bill”) that provided for the dissolution of all redevelopment agencies in the State of California. This action impacted the reporting entity of the City of San Carlos that previously had reported a redevelopment agency within the reporting entity of the City as a blended component unit. The Bill provided that upon dissolution of a redevelopment agency, either the City or another unit of local government will agree to serve as the “successor agency” to hold the assets until they are distributed to other units of state and local government. On January 9, 2012, the City Council elected to become the Successor Agency for the former redevelopment agency in accordance with the Bill. After enactment of the law, which occurred on June 28, 2011, redevelopment agencies in the State of California cannot enter into new projects, obligations or commitments. Subject to the control of a newly established oversight board, remaining assets can only be used to pay enforceable obligations in existence at the date of dissolution (including the completion of any unfinished projects that were subject to legally enforceable contractual commitments). In future fiscal years, successor agencies will only be allocated revenue in the amount that is necessary to pay the estimated annual installment payments on enforceable obligations of 75 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 18: Successor Agency Trust for Assets of Former Redevelopment Agency (Continued) the former redevelopment agency until all enforceable obligations of the prior redevelopment agency have been paid in full and all assets have been liquidated. Additional Information for the Successor Agency of the Former RDA a. Cash and Investments Cash and investments reported in the Successor Agency in the accompanying financial statements consisted of the following: Cash and investments Cash and investments with fiscal agent $ 1,223,359 3,846,461 $ 5,069,820 b. Capital Assets Capital assets of the Successor Agency as of June 30, 2014, consisted of the following: Balance June 30, 2013 Fiduciary Funds: Capital assets not depreciated Land Construction in progress $ Additions 1,050,075 481,272 $ Retirements - $ - Balance June 30, 2014 Transfers $ (199,596) $ 1,050,075 281,676 Total capital assets not depreciated 1,531,347 - - (199,596) 1,331,751 Capital assets being depreciated: Buildings and improvements 3,950,285 - - 199,596 4,149,881 Total capital assets being depreciated 3,950,285 - - 199,596 4,149,881 Less accumulated depreciation: Buildings and improvements (195,408) (79,006) - - (274,414) Total accumulated depreciation (195,408) (79,006) - - (274,414) Depreciable capital assets, net Capital assets, net 3,754,877 $ (79,006) 5,286,224 $ 76 (79,006) $ - 199,596 $ - 3,875,467 $ 5,207,218 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 18: Successor Agency Trust for Assets of Former Redevelopment Agency (Continued) c. Long-term Debt The Successor Agency long-term debt issues and transactions are summarized below and discussed in detail thereafter. Balance June 30, 2013 Additions Fiduciary Funds: Installment Purchase Agreement $ 2,761,322 Richard A. Berghella Trust Agreement 627,754 2007 Non-Taxable Revenue Bonds, Series A 12,230,000 2007 Taxable Revenue Bonds, Series B 1,925,000 Total Fiduciary Funds $ 17,544,076 Retirements $ - $ (37,832) (13,607) (130,000) (280,000) $ - $ (461,439) Balance June 30, 2014 Due Within One Year $ $ 2,723,490 614,147 12,100,000 1,645,000 $ 17,082,637 41,690 14,957 135,000 295,000 $ 486,647 Installment Purchase Agreement On October 1, 1994, the Redevelopment Agency purchased real property and provided the bulk of the financing required to construct and equip an 85 unit residential care facility for elderly low income persons. As part of the transaction, the San Carlos Development Corporation (SCDC) agreed to purchase and operate the facility, as discussed in Note 3. The Agency signed an Installment Purchase Agreement in the amount of $2,800,000 to finance its purchase of the land. Payments are made out of receipts from SCDC. Interest payments on the Installment Agreement are due monthly and principal payments will commence on May 1, 2012 through June 1, 2035, bearing interest of 10.9%. As of June 30, 2014, the total principal and interest remaining on the debt is $6,404,083. Richard A. Berghella Trust Agreement In October 2001, the Agency entered into a purchase agreement for $720,156 to purchase a parcel of land to be used for the construction of a residential facility for low and moderate income residents of the City. The agreement calls for monthly principal and th interest payments of $6,055 due on the 15 day of each month through August 15, 2032, bearing interest at 9.50% per annum. As of June 30, 2014, the total principal and interest remaining on the debt is $1,247,378. Tax Allocation Bonds In December 2007, the Redevelopment Agency issued $12,875,000 of 2007 Series A Revenue Bonds, and $3,135,000 of 2007 Series B Taxable Revenue Bonds, to refinance the 1995 and 1997 Tax Allocation Bonds and to finance various Redevelopment activities within or of benefit to the Project area. The refunding resulted in an overall debt service increase of $75,767. The net present value of the savings resulted in an economic gain of $416,051. The 1995 and 1997 Tax Allocation Revenue Bonds were subsequently retired in December 2007. The 2007 Series A and Series B Bonds are special obligations of the Redevelopment Agency payable solely from and secured by a pledge of tax revenues, including ad valorem taxes and incremental taxes that are required to be deposited into the housing fund, generated within the project area. Principal payments are payable annually 77 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 18: Successor Agency Trust for Assets of Former Redevelopment Agency (Continued) on September 1 and the last principal payment is scheduled to occur in 2033. Interest payments are due semi-annually on September 1 and March 1 and bear interest between 3.25% and 5.5%. The pledge of future tax revenue ends upon repayment of the total 2007 Series A and Series B bonds in the amount of $27 million. On February 1, 2012, this debt was transferred to the Successor Agency which took over responsibility of winding down the operations of the former Agency upon dissolution. The Agency pledged, as security for bonds issued, either directly or through the Financing Authority, a portion of tax increment revenue that it receives. The bonds were issued to provide financing for various capital projects. Assembly Bill 1X 26 provided that upon dissolution of the Redevelopment Agency, property taxes allocated to redevelopment agencies no longer are deemed tax increment but rather property tax revenues and will be allocated first to successor agencies to make payments on the indebtedness incurred by the dissolved redevelopment agency. Total principal and interest remaining on the debt is $21,247,583 with annual debt service requirements as included below. For the current year, the total property tax revenue recognized by the Successor Agency for the payment of indebtedness incurred by the dissolved redevelopment agency was $1,639,986 and the debt service obligation on the bonds was $1,066,983. In the prior fiscal year, Moody’s Investors Service (“Moody’s”) downgraded all California tax allocation bonds rated ‘Baa3’ and above. As such, the Bonds’ insured rating was downgraded from ‘A3’ to ‘Ba1’ and underlying rating was downgraded from ‘A3’ to ‘Ba1’. According to Moody’s, all California tax allocation bond ratings remain on review for possible withdrawal. Debt Service Requirements The following schedule illustrates the debt service requirements to maturity for the debt outstanding as of June 30: Bonds Interest Principal 2015 2016 2017 2018 2019 2020-2024 2025-2029 2030-2034 2035-2039 Total $ Total Agreements Interest Principal Total 430,000 455,000 475,000 500,000 520,000 2,985,000 3,715,000 4,665,000 - $ 636,663 615,125 592,450 568,444 542,913 2,342,300 1,598,813 605,875 - $ 1,066,663 1,070,125 1,067,450 1,068,444 1,062,913 5,327,300 5,313,813 5,270,875 - $ 56,647 62,383 68,700 75,656 83,317 561,582 909,660 1,238,282 281,410 $ 321,418 315,682 309,366 302,409 294,748 1,328,746 980,668 446,113 14,673 $ 378,065 378,065 378,066 378,065 378,065 1,890,328 1,890,328 1,684,395 296,083 $ 13,745,000 $ 7,502,583 $ 21,247,583 $ 3,337,637 $ 4,313,824 $ 7,651,461 78 CITY OF SAN CARLOS NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2014 Note 18: Successor Agency Trust for Assets of Former Redevelopment Agency (Continued) d. Commitments and Contingent Liabilities The Successor Agency is subject to litigation arising in the normal course of business. In the opinion of the Attorney there is no pending litigation, which is likely to have a material adverse effect on the financial position of the Successor Agency. Note 19: Subsequent Events a. State Controller Office Asset Transfer Review In October 2014, the State Controller office completed the fieldwork for its review of the asset transfers between the City and Redevelopment Agency made from January 1, 2011 through January 31, 2012 in accordance with Health and Safety Code section 34167.5. Through the review the State Controller office has identified the repayment of principal and interest on a loan with the City in the amount of $3,308,092 was deemed unallowable and should be returned. The results of the review was based on the State Controller interpretations and understanding of the Code. The City disagreed with the finding and will appeal once we receive the formal report. b. Settlement of Litigation in Connection with Event Occurring before Year-End The City was named as a defendant in a sidewalk trip and fall injury occurring on September 20, 2012. The plaintiff sustained significant bodily injuries to several parts of her body as a result of the fall. As a result, on October 24, 2014, the City agreed to pay $175,000 to the plaintiff in a compromise settlement. The amount is included in the claims liability of the City as of June 30, 2014. c. Residual Receipts Note Early Payment In October 2014, San Carlos Development Corporation notified the City of its intent to pay off the residual receipts note in November 2014. As of November 12, 2014, a partial payment has been received and the City expects full payment soon. 79 THIS PAGE INTENTIONALLY LEFT BLANK 80 NONMAJOR GOVERNMENTAL FUNDS SPECIAL REVENUE FUNDS: NPDES FUND - Used to account for revenues received from assessments levied by the county on property and disburses funds in compliance with the provisions of the National Pollutant Discharge Elimination System. POLICE GRANTS FUND - Used to account for grant activities and services paid for and reimbursed by grant funding. This fund includes grants from the following funding sources: • Supplemental Law Enforcement Services Funds (SLESF) - Under the SLESF program, cities and counties receive state funds to augment public safety expenditures. • Office of Traffic Safety (OTS) state funding - The program funds a variety of traffic related projects including equipment, personnel and overhead reimbursement. SAN CARLOS LIBRARY TENANT FUND - Used to account for the San Carlos Library tenants activities. CAPITAL PROJECTS FUNDS: EQUIPMENT REPLACEMENT FUND - Used to account for the anticipated replacement of general equipment needs. MEASURE A FUND - Used to account for the City's share of a one-half cent sales tax restricted for transportation purposes. GAS TAX FUND - Used to account for revenue received and expended under the State of California, Street and Highways Code Sections 2106, 2107, and 2107.5. These revenues must be expended for maintenance or construction of streets. PARK FEE FUND - Used to account for development fees collected and used to finance the acquisition and construction of City parks. PARKING IN-LIEU FUND - Used to account for fees charged to business in lieu or required parking. These revenues are used to pay for parking lot improvements and repairs. DEBT SERVICE FUND: SAN CARLOS LIBRARY BONDS FUND - Used to accumulate the annual tax levies earmarked for payment of principle and interest on the general obligation bonds. 81 CITY OF SAN CARLOS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS JUNE 30, 2014 Special Revenue Funds San Carlos Police Library Grants Tenant NPDES Assets: Cash and investments Receivables: Accounts receivable Total Assets Liabilities, Deferred Inflows of Resources, and Fund Balances: Liabilities: Accounts payable and accrued liabilities Advances from other funds $ $ 49,903 8,127 $ 1,090,813 $ 1,802,133 $ 433,182 $ $ 279 - $ - $ 243,228 $ 3,016 610,000 $ 14 - Total Deferred Inflows of Resources Fund Balances: Restricted for: Public safety Parks and recreation Public works Debt service Committed to: General government Community development Capital projects Total Fund Balances $ 3,084 - $ 1,802,133 Measure A $ 1,090,813 775,885 Deferred inflows of resources: Unavailable revenues Equipment Replacement 235,101 $ Total Liabilities Total Liabilities, Deferred Inflows of Resources, and Fund Balances 725,982 Capital Projects Funds $ - 433,182 - 613,016 14 3,084 279 - - - - - - - - - - - 162,869 - 243,214 - - - 433,182 - - - 1,087,729 - 1,801,854 - 162,869 243,214 1,087,729 1,801,854 433,182 243,228 $ 1,090,813 775,885 $ 82 $ 1,802,133 $ 433,182 CITY OF SAN CARLOS COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS JUNE 30, 2014 Debt Service Funds San Carlos Library Bonds Total Governmental Funds 69,456 $ 2,044,334 $ - $ 2,044,334 $ 9,072,993 $ $ 136,627 610,000 Capital Projects Funds Gas Tax Assets: Cash and investments Receivables: Accounts receivable Total Assets Liabilities, Deferred Inflows of Resources, and Fund Balances: Liabilities: Accounts payable and accrued liabilities Advances from other funds Parking InLieu Park Fee $ 1,880,743 $ 519,772 213,447 $ - $ 2,400,515 $ 213,447 $ 69,456 $ $ - $ - 130,234 - - 8,495,191 577,802 Total Liabilities 130,234 - - - 746,627 Deferred inflows of resources: Unavailable revenues 148,790 - - - 148,790 148,790 - - - 148,790 2,121,491 - 213,447 - - 2,044,334 243,214 213,447 2,717,542 2,044,334 - - 69,456 - - 1,087,729 69,456 1,801,854 2,121,491 213,447 69,456 2,044,334 8,177,576 69,456 $ 2,044,334 Total Deferred Inflows of Resources Fund Balances: Restricted for: Public safety Parks and recreation Public works Debt service Committed to: General government Community development Capital projects Total Fund Balances Total Liabilities, Deferred Inflows of Resources, and Fund Balances $ 2,400,515 $ 83 213,447 $ $ 9,072,993 CITY OF SAN CARLOS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS YEAR ENDED JUNE 30, 2014 Special Revenue Funds San Carlos Police Library NPDES Grants Tenant Revenues: Sales taxes Property taxes Licenses and permits From other agencies Use of money and property Other revenue Total Revenues Expenditures: Current: General government Community development Public safety Public works Capital outlay Debt service: Principal Interest and fiscal charges Total Expenditures Excess (Deficiency) of Revenues Over (Under) Expenditures Other Financing Sources (Uses): Transfers in Transfers out Total Other Financing Sources (Uses) Net Change in Fund Balances Fund Balances, Beginning of Year Fund Balances, End of Year $ 549,718 6,341 8,172 $ 112,461 - $ 159,741 420,000 Capital Projects Funds Equipment Replacement $ - Measure A $ 738,324 3,778 - 564,231 112,461 579,741 - 742,102 467,709 - 92,407 - 772,712 - 184,895 103,681 - - - - - - 467,709 92,407 772,712 184,895 103,681 96,522 20,054 (192,971) (184,895) 638,421 - - - 256,200 (348,000) (509,800) - - - (91,800) (509,800) 96,522 20,054 (276,695) 128,621 66,347 223,160 1,280,700 $ 162,869 $ 243,214 $ 1,087,729 84 (192,971) 2,078,549 $ 1,801,854 304,561 $ 433,182 CITY OF SAN CARLOS COMBINING STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS YEAR ENDED JUNE 30, 2014 Capital Projects Funds Gas Tax Revenues: Sales taxes Property taxes Licenses and permits From other agencies Use of money and property Other revenue Total Revenues $ Parking InLieu Park Fee 46,558 1,895,723 16,406 - $ 1,864 134,414 $ 10,909 360 - Debt Service Funds San Carlos Library Bonds $ 695,202 17,849 - Total Governmental Funds $ 738,324 695,202 57,467 2,557,902 206,339 562,586 1,958,687 136,278 11,269 713,051 4,817,820 976,954 1,253,715 - 11,073 - - 772,712 11,073 92,407 1,548,344 1,438,610 - - - 285,000 258,604 285,000 258,604 2,230,669 - 11,073 543,604 4,406,750 (271,982) 136,278 196 169,447 411,070 509,800 - (350,000) - - 766,000 (1,207,800) Total Other Financing Sources (Uses) 509,800 (350,000) - - (441,800) Net Change in Fund Balances 237,818 (213,722) 196 169,447 (30,730) 69,260 1,874,887 8,208,306 69,456 $ 2,044,334 $ 8,177,576 Expenditures: Current: General government Community development Public safety Public works Capital outlay Debt service: Principal Interest and fiscal charges Total Expenditures Excess (Deficiency) of Revenues Over (Under) Expenditures Other Financing Sources (Uses): Transfers in Transfers out Fund Balances, Beginning of Year Fund Balances, End of Year 1,883,673 $ 2,121,491 427,169 $ 85 213,447 $ CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE NPDES YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: From other agencies Use of money and property Other revenue $ Total revenues Expenditures: Public works Total expenditures Net Change in Fund Balance $ 524,000 2,000 5,400 $ 524,000 2,000 5,400 Actual Amounts $ 549,718 6,341 8,172 Variance with Final Budget Positive (Negative) $ 25,718 4,341 2,772 531,400 531,400 564,231 32,831 525,800 525,800 467,709 58,091 525,800 525,800 467,709 58,091 5,600 96,522 5,600 $ Beginning Fund Balance 66,347 Ending Fund Balance $ 86 162,869 $ 90,922 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE POLICE GRANTS YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: From other agencies $ Total revenues Expenditures: Public safety Total expenditures Net Change in Fund Balance $ 100,000 $ 100,000 Actual Amounts $ 112,461 Variance with Final Budget Positive (Negative) $ 12,461 100,000 100,000 112,461 12,461 140,000 140,000 92,407 47,593 140,000 140,000 92,407 47,593 (40,000) 20,054 (40,000) $ Beginning Fund Balance 223,160 Ending Fund Balance $ 87 243,214 $ 60,054 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE SAN CARLOS LIBRARY TENANT YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Use of money and property Other revenue $ Total revenues 205,000 - $ 159,741 420,000 $ (45,259) 420,000 205,000 579,741 374,741 - 846,159 772,712 73,447 - 846,159 772,712 73,447 (641,159) (192,971) Total expenditures $ 205,000 - 205,000 Expenditures: General government Net Change in Fund Balance $ Actual Amounts Variance with Final Budget Positive (Negative) 205,000 $ Beginning Fund Balance 1,280,700 Ending Fund Balance $ 88 1,087,729 $ 448,188 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE CAPITAL IMPROVEMENT YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Property taxes Franchise taxes Licenses and permits From other agencies Charges for services Use of money and property Other revenue $ Total revenues Expenditures: Public works Capital outlay Total expenditures Excess (Deficiency) of Revenues Over (Under) Expenditures Other Financing Sources (Uses): Transfers in Capital contributions Total other financing sources (uses) Net Change in Fund Balance $ 700,000 1,300,000 31,200 1,032,000 724,000 $ 700,000 1,300,000 31,200 5,520,342 1,024,000 Actual Amounts $ 1,232,649 1,511,220 75,796 1,522,281 112,773 2,244 708,570 Variance with Final Budget Positive (Negative) $ 532,649 211,220 44,596 (3,998,061) 112,773 2,244 (315,430) 3,787,200 8,575,542 5,165,533 (3,410,009) 2,304,866 4,985,134 2,393,543 17,646,179 2,393,543 6,203,690 11,442,489 7,290,000 20,039,722 8,597,233 11,442,489 (3,502,800) (11,464,180) (3,431,700) 8,032,480 246,700 916,000 525,200 1,616,000 358,965 1,550,695 (166,235) (65,305) 1,162,700 2,141,200 1,909,660 (231,540) (9,322,980) (1,522,040) (2,340,100) $ Beginning Fund Balance 10,940,738 Ending Fund Balance $ 89 9,418,698 $ 7,800,940 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE HOUSING YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Use of money and property Other revenue $ Total revenues Expenditures: Community development Total expenditures Excess (Deficiency) of Revenues Over (Under) Expenditures Net Change in Fund Balance $ 452,500 75,000 $ 452,500 75,000 Actual Amounts $ 594,220 249,355 Variance with Final Budget Positive (Negative) $ 141,720 174,355 527,500 527,500 843,575 316,075 304,100 1,529,100 251,654 1,277,446 304,100 1,529,100 251,654 1,277,446 223,400 (1,001,600) 591,921 1,593,521 (1,001,600) 591,921 223,400 $ Beginning Fund Balance 4,049,438 Ending Fund Balance $ 90 4,641,359 $ 1,593,521 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE EQUIPMENT REPLACEMENT YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Expenditures: Capital outlay $ Total expenditures Excess (Deficiency) of Revenues Over (Under) Expenditures Other Financing Sources (Uses): Transfers in Transfers out Total other financing sources (uses) Net Change in Fund Balance $ 755,400 $ 1,176,084 Actual Amounts $ 184,895 Variance with Final Budget Positive (Negative) $ 991,189 755,400 1,176,084 184,895 991,189 (755,400) (1,176,084) (184,895) 991,189 355,000 - 355,000 - 256,200 (348,000) (98,800) (348,000) 355,000 355,000 (91,800) (446,800) (821,084) (276,695) (400,400) $ Beginning Fund Balance 2,078,549 Ending Fund Balance $ 91 1,801,854 $ 544,389 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE MEASURE A YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Sales taxes Use of money and property $ Total revenues Expenditures: Public works Total expenditures Excess (Deficiency) of Revenues Over (Under) Expenditures Other Financing Sources (Uses): Transfers out Total other financing sources (uses) Net Change in Fund Balance 618,500 - $ Actual Amounts 618,500 - $ 738,324 3,778 Variance with Final Budget Positive (Negative) $ 119,824 3,778 618,500 618,500 742,102 123,602 109,300 109,300 103,681 5,619 109,300 109,300 103,681 5,619 509,200 509,200 638,421 129,221 (509,800) (509,800) (509,800) - (509,800) (509,800) (509,800) - $ (600) $ (600) 128,621 Beginning Fund Balance 304,561 Ending Fund Balance $ 92 433,182 $ 129,221 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE GAS TAX YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Licenses and permits From other agencies Use of money and property $ Total revenues Expenditures: Public works Capital outlay Total expenditures Excess (Deficiency) of Revenues Over (Under) Expenditures $ Total other financing sources (uses) $ 1,934,155 - $ 46,558 1,895,723 16,406 $ 46,558 (38,432) 16,406 922,700 1,934,155 1,958,687 488,600 1,196,000 488,600 2,640,026 976,954 1,253,715 (488,354) 1,386,311 1,684,600 3,128,626 2,230,669 897,957 (761,900) Other Financing Sources (Uses): Transfers in Transfers out Net Change in Fund Balance 922,700 - Actual Amounts Variance with Final Budget Positive (Negative) (1,194,471) 24,532 (271,982) 922,489 509,800 - 509,800 (38,000) 509,800 - 38,000 509,800 471,800 509,800 38,000 (722,671) 237,818 (252,100) $ Beginning Fund Balance 1,883,673 Ending Fund Balance $ 93 2,121,491 $ 960,489 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE PARK FEE YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Use of money and property Other revenue $ Total revenues 2,000 112,400 Total other financing sources (uses) Net Change in Fund Balance $ $ 1,864 134,414 $ (136) 22,014 114,400 136,278 21,878 - 50,000 - 50,000 - 50,000 - 50,000 114,400 64,400 136,278 71,878 (200,000) (390,500) (350,000) 40,500 (200,000) (390,500) (350,000) 40,500 (326,100) (213,722) Total expenditures Other Financing Sources (Uses): Transfers out 2,000 112,400 Actual Amounts 114,400 Expenditures: Capital outlay Excess (Deficiency) of Revenues Over (Under) Expenditures $ Variance with Final Budget Positive (Negative) (85,600) $ Beginning Fund Balance 427,169 Ending Fund Balance $ 94 213,447 $ 112,378 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE PARKING IN-LIEU YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Licenses and permits Use of money and property $ Total revenues Expenditures: Community development Total expenditures Net Change in Fund Balance $ 7,900 400 $ 7,900 400 Actual Amounts $ 10,909 360 Variance with Final Budget Positive (Negative) $ 3,009 (40) 8,300 8,300 11,269 2,969 7,200 51,442 11,073 40,369 7,200 51,442 11,073 40,369 1,100 $ (43,142) 196 Beginning Fund Balance 69,260 Ending Fund Balance $ 95 69,456 $ 43,338 CITY OF SAN CARLOS BUDGETARY COMPARISON SCHEDULE SAN CARLOS LIBRARY BONDS YEAR ENDED JUNE 30, 2014 Budget Amounts Original Final Revenues: Property taxes Use of money and property $ 637,100 - $ 637,100 - Actual Amounts $ 695,202 17,849 Variance with Final Budget Positive (Negative) $ 58,102 17,849 Total revenues 637,100 637,100 713,051 75,951 Expenditures Debt service: Principal retirement Interest and fiscal charges 285,000 260,000 285,000 260,000 285,000 258,604 1,396 545,000 545,000 543,604 1,396 92,100 169,447 Total expenditures Net Change in Fund Balances $ 92,100 $ Beginning Fund Balance 1,874,887 Ending Fund Balance $ 96 2,044,334 $ 77,347 INTERNAL SERVICE FUNDS Internal Service Funds are used to finance and account for special activities and services performed by a designated department for other departments in the City on a cost reimbursement basis. The concept of major funds does not extend to internal service funds because they do not do business with outside parties. The Statement of Activities, the net revenues or expenses of each internal service fund is eliminated by netting them against the operations of the other City departments, which generated them. The remaining balance sheet items are consolidated with these same funds in the Statement of Net Assets. However, internal service funds are still presented separately in the Fund Financial Statements, including the funds below: WORKERS’ COMPENSATION FUND - Used to account for activities relating workers' compensation claims and the premiums for coverage. LIABILITY INSURANCE FUND - Used to account for activities relating to general liability claims against the City and premiums for coverage above the City's risk retention level. LONGEVITY BENEFITS FUND - Used to account for activities relating to health care benefits for retired employees. 97 THIS PAGE INTENTIONALLY LEFT BLANK 98 CITY OF SAN CARLOS COMBINING STATEMENT OF NET POSITION INTERNAL SERVICE FUNDS JUNE 30, 2014 Governmental Activities - Internal Service Funds Workers' Compensation Assets: Current: Cash and investments $ Total Current Assets Total Assets 427,183 Liability Insurance $ 427,183 890,230 Longevity Benefits $ 890,230 Totals 244,619 $ 244,619 1,562,032 1,562,032 $ 427,183 $ 890,230 $ 244,619 $ 1,562,032 $ 346 11,049 $ 1,949 226,374 $ - $ 2,295 237,423 Liabilities and Net Position: Liabilities: Current: Accounts payable Claims payable Total Current Liabilities Noncurrent: Claims payable Total Noncurrent Liabilities Total Liabilities Net Position: Unrestricted Total Net Position Total Liabilities and Net Position $ 11,395 228,323 - 239,718 99,437 187,035 - 286,472 99,437 187,035 - 286,472 110,832 415,358 - 526,190 316,351 474,872 244,619 1,035,842 316,351 474,872 244,619 1,035,842 427,183 99 $ 890,230 $ 244,619 $ 1,562,032 CITY OF SAN CARLOS COMBINING STATEMENT OF REVENUES, EXPENSES AND CHANGES IN NET POSITION INTERNAL SERVICE FUNDS YEAR ENDED JUNE 30, 2014 Governmental Activities - Internal Service Funds Workers' Compensation Operating Revenues: Charges for services Cost reimbursements $ Total Operating Revenues Operating Expenses: Insurance premiums Claims expense Miscellaneous Total Operating Expenses Operating Income (Loss) Nonoperating Revenues (Expenses): From other agencies Investment income Total Nonoperating Revenues (Expenses) Changes in Net Position Net Position: Beginning of Year End of Fiscal Year $ 1,392 51,000 Liability Insurance $ 778 382,150 Longevity Benefits $ 525,300 - Totals $ 527,470 433,150 52,392 382,928 525,300 960,620 187,881 529 404,147 14,314 597,000 - 592,028 597,000 14,843 188,410 418,461 597,000 1,203,871 (136,018) (35,533) (71,700) (243,251) 3,740 15,913 7,785 2,157 15,913 13,682 3,740 23,698 2,157 29,595 (132,278) (11,835) (69,543) (213,656) 448,629 486,707 314,162 316,351 100 $ 474,872 $ 244,619 1,249,498 $ 1,035,842 CITY OF SAN CARLOS COMBINING STATEMENT OF CASH FLOWS INTERNAL SERVICE FUNDS YEAR ENDED JUNE 30, 2014 Governmental Activities - Internal Service Funds Workers' Compensation Cash Flows from Operating Activities: Cash received from/(paid to) interfund service provided Cash paid to suppliers for goods and services $ 52,392 (189,064) Net Cash Provided (Used) by Operating Activities Net Cash Provided (Used) by Non-Capital Financing Activities Cash Flows from Investing Activities: Interest received Net Cash Provided (Used) by Investing Activities Net Increase (Decrease) in Cash and Cash Equivalents Cash and Cash Equivalents at Beginning of Year Reconciliation of Operating Income to Net Cash Provided (Used) by Operating Activities: Operating income (loss) Adjustments to reconcile operating income (loss) net cash provided (used) by operating activities: (Increase) decrease in accounts receivable Increase (decrease) in accounts payable Increase (decrease) in claims and judgments Total Adjustments Net Cash Provided (Used) by Operating Activities $ (136,672) Cash Flows from Non-Capital Financing Activities: From other agencies Cash and Cash Equivalents at End of Year Liability Insurance 384,183 (469,689) Longevity Benefits $ (85,506) Totals 525,300 (597,000) $ 961,875 (1,255,753) (71,700) (293,878) - 15,913 - 15,913 - 15,913 - 15,913 3,740 7,785 2,157 13,682 3,740 7,785 2,157 13,682 (132,932) (61,808) (69,543) (264,283) 560,115 952,038 314,162 1,826,315 $ 427,183 $ 890,230 $ 244,619 $ 1,562,032 $ (136,018) $ (35,533) $ (71,700) $ (243,251) $ (654) - 1,255 1,773 (53,001) - 1,255 1,119 (53,001) (654) (49,973) - (50,627) (136,672) There were no non cash items. 101 $ (85,506) $ (71,700) $ (293,878) THIS PAGE INTENTIONALLY LEFT BLANK 102 AGENCY FUNDS Agency Funds are presented separately from the Government-wide and Fund Financial Statements. Agency Funds account for assets held by the City as agent for individuals, governmental entities, and non-public organizations. These funds include the following: ASSESSMENT DISTRICT FUND - Used to account for the collection and payment to holders of the 1988 Special Tax Bonds. CITY/COUNTY ASSOCIATION OF GOVERNMNETS OF SAN MATEO COUNTY (C/CAG) - Used to account for City/County Association of Governments of San Mateo County's activities. The City acts as fiscal agent for this entity. SOUTH BAYSIDE WASTE MANAGEMENT AUTHORITY (SBWMA) - Used to account for the South Bayside Waste Management Authority's activities. The City acts as fiscal agent for this entity. 103 CITY OF SAN CARLOS COMBINING STATEMENT OF NET POSITION ALL AGENCY FUNDS JUNE 30, 2014 City/County Association of Government of San Mateo County South Bayside Waste Management Authority 11,790 - $ 19,089,318 - $ 14,942,598 6,257,859 - 2,908,683 709,057 3,896,227 15,723 $ 11,790 $ 22,707,058 $ 25,112,407 $ 47,831,255 $ 11,790 $ $ $ 9,710,899 36,868,740 1,239,826 11,790 Assessment Districts Assets: Cash and investments Cash and investments with fiscal agents Receivables: Accounts Prepaid items Total Assets Liabilities: Accounts payable and accrued liabilities Due to members Deposits payable Due to assessment district bondholders Total Liabilities $ $ 11,790 104 $ 4,218,085 18,488,973 22,707,058 $ 5,492,814 18,379,767 1,239,826 25,112,407 Totals $ 34,043,706 6,257,859 6,804,910 724,780 $ 47,831,255 CITY OF SAN CARLOS COMBINING STATEMENT OF CHANGES IN ASSETS AND LIABILITIES ALL AGENCY FUNDS YEAR ENDED JUNE 30, 2014 Balance 7/1/2013 Additions Deductions Balance 6/30/2014 Assessment Districts Assets: Cash and investments Total Assets Liabilities: Due to assessment district bondholders Total Liabilities $ 11,790 $ - $ - $ 11,790 $ 11,790 $ - $ - $ 11,790 $ 11,790 $ - $ - $ 11,790 $ 11,790 $ - $ - $ 11,790 $19,418,887 $ - $ 329,569 $19,089,318 5,568,592 - 709,057 2,659,909 - 2,908,683 709,057 $ 24,987,479 $ 709,057 $ 2,989,478 $ 22,707,058 $ 7,917,788 17,069,691 $ 1,419,282 $ 3,699,703 - $ 4,218,085 18,488,973 $ 24,987,479 $ 1,419,282 $ 3,699,703 $ 22,707,058 $14,324,388 3,727,581 23,919 $ 618,210 168,646 - $ 8,196 $14,942,598 3,896,227 15,723 6,223,842 34,017 - 6,257,859 $ 24,299,730 $ 820,873 $ 8,196 $ 25,112,407 $ 3,993,643 19,030,952 1,275,135 $ 1,499,171 - $ 651,185 35,309 $ 5,492,814 18,379,767 1,239,826 $ 24,299,730 $ 1,499,171 $ 686,494 $ 25,112,407 $33,755,065 9,296,173 23,919 $ 618,210 168,646 709,057 $ 329,569 2,659,909 8,196 $34,043,706 6,804,910 724,780 6,223,842 34,017 - 6,257,859 $ 49,298,999 $ 1,529,930 $ 2,997,674 $ 47,831,255 $ 11,911,431 36,100,643 1,275,135 11,790 $ 1,499,171 1,419,282 - $ 3,699,703 651,185 35,309 - $ 9,710,899 36,868,740 1,239,826 11,790 $ 49,298,999 $ 2,918,453 $ 4,386,197 $ 47,831,255 City/County Association of Government of San Mateo County Assets: Cash and investments Receivables: Accounts receivable Prepaid costs Total Assets Liabilities: Accounts payable and accrued liabilities Due to members Total Liabilities South Bayside Waste Management Authority Assets: Cash and investments Accounts receivable Prepaid items Restricted assets: Cash and investments with fiscal agents Total Assets Liabilities: Accounts payable and accrued liabilities Due to members Deposits payable Total Liabilities Totals - All Agency Funds Assets: Cash and investments Accounts receivable Prepaid items Restricted assets: Cash and investments with fiscal agents Total Assets Liabilities: Accounts payable and accrued liabilities Due to members Deposits payable Due to assessment district bondholders Total Liabilities 105 THIS PAGE INTENTIONALLY LEFT BLANK 106 STATISTICAL SECTION This part of the City'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. In contrast to the financial section, the statistical section information is not subject to independent audit. 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: 1. 2. 3. 4. Net Position by Component Changes in Net Position Fund Balances of Governmental Funds Changes in Fund Balance of Governmental Funds Revenue Capacity These schedules contain information to help the reader assess the City's most significant local revenue source, property tax: 1. 2. 3. 4. Assessed Value and Estimated Value of Taxable Property Property Tax Rates Top Ten Property Tax Payers Property Tax Levies and Collections 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: 1. 2. 3. 4. 5. Ratio of Outstanding Debt by Type Ratio of General Bonded Debt Outstanding Revenue Bond Coverage Computation of Direct and Overlapping Debt Computation of Legal Bonded Debt Margin 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: 1. Demographic and Economic Statistics 2. Principal Employers 3. Full Time Equivalent City government Employees by Function 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: 1. Operating Indicators by Function/Program 2. Capital Asset Statistics by Function/Program Sources Unless otherwise noted, the information in these schedules is derived from the Comprehensive Annual Financial Reports for the relevant year. The City implemented GASB Statement 34 in 2003; schedules presenting government-wide information include information beginning in that year. 107 CITY OF SAN CARLOS Net Position by Component Last Ten Fiscal Years (Accrual Basis of Accounting) Thousands $250,000 $200,000 $150,000 $100,000 $50,000 $- 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Unrestricted Governmental activities Capital assets net of related debt Restricted Unrestricted Total governmental activities net position Restricted Net of Related Debt 2005 2006 2007 $ 101,789,141 8,906,061 12,819,766 $ 123,514,968 $ 103,315,207 9,745,567 14,181,560 $ 127,242,334 $ 103,630,566 12,058,499 16,869,176 $ 132,558,241 $ $ $ $ Business-type activities Capital assets net of related debt Unrestricted Total business-type activities net position $ Primary government Capital assets net of related debt Restricted Unrestricted Total primary government net position $ 111,362,702 8,906,061 16,484,176 $ 136,752,939 9,573,561 3,664,410 13,237,971 $ 9,610,494 3,096,886 12,707,380 $ 112,925,701 9,745,567 17,278,446 $ 139,949,714 108 $ 9,660,645 2,845,772 12,506,417 $ 113,291,211 12,058,499 19,714,948 $ 145,064,658 2008 2009 98,247,695 22,849,602 18,741,036 $ 139,838,333 $ 107,041,257 23,426,300 12,724,651 $ 143,192,208 $ $ $ 10,667,232 3,064,709 13,731,941 $ 108,914,927 22,849,602 21,805,745 $ 153,570,274 $ 11,097,233 3,985,755 15,082,988 $ 118,138,490 23,426,300 16,710,406 $ 158,275,196 2010 2011 2012 2013 2014 $ 101,975,928 23,500,466 19,737,818 $ 145,214,212 $ 113,903,786 12,143,894 26,256,514 $ 152,304,194 $ 119,426,713 7,322,914 34,473,081 $ 161,222,708 $ 119,171,599 8,871,235 39,942,056 $ 167,984,890 $ 124,467,083 9,859,896 42,689,655 $ 177,016,634 $ $ $ $ $ $ 11,528,037 4,591,798 16,119,835 $ 113,503,965 23,500,466 24,329,616 $ 161,334,047 $ 12,133,706 5,117,936 17,251,642 $ 126,037,492 12,143,894 31,374,450 $ 169,555,836 $ 12,798,962 6,210,876 19,009,838 $ 132,225,675 7,322,914 40,683,957 $ 180,232,546 $ 13,337,359 7,556,596 20,893,955 $ 132,508,958 8,871,235 47,498,652 $ 188,878,845 109 $ 14,840,080 19,028,996 33,869,076 $ 139,307,163 9,859,896 61,718,651 $ 210,885,710 CITY OF SAN CARLOS Changes in Net Position Last Ten Fiscal Years (Accrual Basis of Accounting) 2005 Expenses Governmental Activities: General Government Public Safety Public Works Community Development Parks and Recreation Interest on Long Term Debt Total Governmental Activities Expenses $ Business-Type Activities: Sewer Total Business-Type Activities Expenses Total Primary Government Expenses Program Revenues Governmental Activities: Charges for Services: General Government Public Safety Public Works Community Development Parks and Recreation Operating Grants and Contributions Capital Grants and Contributions Total Government Activities Program Revenues Net (Expense)/Revenue Governmental Activities Business-Type Activities Total Primary Government Net Expense $ 3,697,138 3,697,138 5,951,198 12,559,004 2,202,707 2,633,826 4,611,490 1,111,062 29,069,287 2007 $ 4,501,159 4,501,159 5,459,439 13,598,466 2,281,580 3,054,052 4,998,742 1,155,876 30,548,155 Fiscal Year Ended June 30, 2009 2010 2008 $ 4,775,915 4,775,915 5,565,910 13,464,481 2,028,532 4,044,214 4,773,862 1,272,432 31,149,431 $ 4,801,406 4,801,406 5,627,987 14,188,879 2,195,710 3,656,176 4,618,697 1,409,090 31,696,539 $ 5,187,771 5,187,771 5,167,150 14,590,515 2,398,325 3,763,475 4,799,953 1,383,563 32,102,981 2011 $ 6,696,224 6,696,224 3,950,781 15,074,068 1,945,532 3,611,267 3,707,647 1,565,337 29,854,632 2012 $ 7,314,132 7,314,132 5,663,863 13,449,771 2,493,488 4,081,250 4,018,025 608,784 30,315,181 2013 $ 7,887,064 7,887,064 6,475,824 14,574,275 2,687,707 2,766,720 4,117,692 264,260 30,886,478 2014 $ 7,874,008 7,874,008 5,321,121 15,592,529 8,255,888 2,991,374 3,043,648 276,859 35,481,419 8,320,370 8,320,370 $ 31,618,283 $ 33,570,446 $ 35,324,070 $ 35,950,837 $ 36,884,310 $ 38,799,205 $ 37,168,764 $ 38,202,245 $ 38,760,486 $ 43,801,789 $ 1,806,936 178,919 498,356 2,286,660 1,596,020 804,325 669,498 7,840,714 $ 2,894,422 330,846 689,990 2,420,980 1,894,200 848,745 926,015 10,005,198 $ 2,165,049 321,381 628,830 2,398,167 2,027,135 1,002,118 549,129 9,091,809 $ 1,770,920 357,905 642,518 2,570,665 2,604,797 1,210,826 499,261 9,656,892 $ 1,463,589 433,521 571,395 1,997,953 2,229,688 925,265 293,889 7,915,300 $ 1,485,737 553,269 593,230 2,194,437 2,027,398 1,303,320 270,875 8,428,266 $ 1,348,137 468,078 626,538 1,909,598 1,722,864 1,621,920 594,081 8,291,216 $ 1,027,189 515,745 2,230,306 2,125,361 1,951,859 1,257,912 1,054,103 10,162,475 $ 1,074,928 505,948 597,220 2,017,110 2,122,207 1,591,002 1,070,551 8,978,966 $ 1,071,289 527,366 1,201,650 2,625,860 2,206,374 1,942,020 4,907,492 14,482,051 Business-Type Activities: Charges for Services: Sewer Total Business-Type Activities Program Revenue Total Primary Government Program Revenues 5,213,466 11,848,317 2,649,942 2,514,455 4,371,090 1,323,875 27,921,145 2006 4,581,318 4,581,318 4,516,248 4,516,248 5,709,952 5,709,952 7,077,490 7,077,490 7,756,952 7,756,952 8,020,388 8,020,388 8,993,614 8,993,614 10,195,074 10,195,074 10,222,616 10,222,616 12,685,252 12,685,252 $ 12,422,032 $ 14,521,446 $ 14,801,761 $ 16,734,382 $ 15,672,252 $ 16,448,654 $ 17,284,830 $ 20,357,549 $ 19,201,582 $ 27,167,303 $ (20,080,431) 884,180 (19,196,251) $ (19,064,089) 15,089 (19,049,000) $ (21,456,346) 934,037 (20,522,309) $ (21,492,539) 2,276,084 (19,216,455) $ (23,781,239) 2,569,181 (21,212,058) $ (23,674,715) 1,324,164 (22,350,551) $ (21,563,416) 1,679,482 (19,883,934) $ (20,152,706) 2,308,010 (17,844,696) $ (21,907,512) 2,348,608 (19,558,904) $ (20,999,368) 4,364,882 (16,634,486) $ $ $ $ 110 $ $ $ $ $ $ 2005 General Revenues and Other Changes in Net Assets Governmental Activities: Taxes: Property Taxes Sales Taxes Motor Vehicle In-Lieu Transient Occupancy Tax Nonregulatory Franchise Use of Money & Property Other Transfers Extraordinary gain/(loss) on dissolution of RDA Total Government Activities $ Business-Type Activities: Use of Money & Property Miscellaneous revenues Transfers Total Business-Type Activities Total Primary Government Change in Net Assets Governmental Activities Business-Type Activities Total Primary Government 10,539,320 5,237,707 1,680,961 470,650 2,348,952 973,908 482,787 529,320 22,263,605 2006 $ (529,320) (529,320) $ (545,680) (545,680) $ 21,734,285 $ $ 2,183,174 354,860 2,538,034 $ $ 11,150,320 5,458,154 2,429,602 625,965 1,025,616 918,545 637,573 545,680 22,791,455 2007 $ 22,245,775 3,727,366 (530,591) 3,196,775 12,909,094 5,620,178 2,019,204 766,974 2,310,424 1,829,994 181,385 1,135,000 26,772,253 $ (1,135,000) (1,135,000) $ $ $ 25,637,253 5,315,907 (200,963) 5,114,944 Fiscal Year Ended June 30, 2009 2010 2008 13,878,227 5,503,729 2,105,682 825,070 2,357,789 1,624,497 1,337,838 1,139,799 28,772,631 $ 89,239 (1,139,799) (1,050,560) 14,247,207 5,669,333 2,176,235 750,175 2,520,723 300,513 287,928 1,183,000 27,135,114 $ (35,134) (1,183,000) (1,218,134) 12,785,913 5,697,574 2,230,997 682,750 2,663,713 782,328 313,444 540,000 25,696,719 2011 $ 38,243 214,440 (540,000) (287,317) 14,414,923 5,752,468 2,315,671 815,197 2,916,896 1,190,048 853,307 584,600 28,843,110 2012 $ 36,925 (584,600) (547,675) 12,615,467 5,870,214 2,205,159 943,513 3,000,857 1,443,720 818,682 595,000 2,184,427 29,677,039 2013 $ 45,186 (595,000) (549,814) 11,231,717 6,427,400 2,155,983 1,120,864 3,240,864 1,552,992 2,429,874 510,000 28,669,694 2014 $ 12,907,307 7,287,136 2,438,078 1,270,072 3,351,838 1,918,054 686,427 172,200 30,031,112 45,509 (510,000) (464,491) 91,110 32,358 (172,200) (48,732) $ 27,722,071 $ 25,916,980 $ 25,409,402 $ 28,295,435 $ 29,127,225 $ 28,205,203 $ 29,982,380 $ 7,280,092 1,225,524 8,505,616 $ 3,353,875 1,351,047 4,704,922 $ 2,022,004 1,036,847 3,058,851 $ 7,279,694 1,131,807 8,411,501 $ 9,524,333 1,758,196 11,282,529 $ 6,762,182 1,884,117 8,646,299 $ 9,031,744 4,316,150 13,347,894 $ 111 $ $ $ $ $ $ CITY OF SAN CARLOS Fund Balances of Governmental Funds Last Ten Fiscal Years (Modifed Accrual Basis of Accounting) Thousands $60,000 $50,000 $40,000 $30,000 $20,000 $10,000 $0 2005 Reserved 2006 Unreserved 2007 2008 Nonspendable 2009 2010 Restricted 2005 General Fund Reserved Unreserved Nonspendable Restricted Committed Assigned Unassigned Total General Fund All Other Governmental Funds Reserved Unreserved, reported in: Special revenue funds Capital project funds Nonspendable Restricted Committed Assigned Unassigned Total all other governmental funds $ 2006 544,916 6,287,360 6,832,276 $ $ 4,244,233 $ (401,813) 8,202,854 $ 12,045,274 2011 2012 Committed 2013 Assigned Fiscal Year Ended June 30, 2007 $ $ 535,053 6,076,082 6,611,135 $ 4,426,102 (415,711) 9,453,218 - $ 13,463,609 $ $ 1,110,377 6,757,319 7,867,696 $ 7,356,498 2014 Unassigned 2008 2009 $ 1,607,405 7,339,240 8,946,645 $ 1,433,666 8,455,536 $ 9,889,202 $ 7,950,925 $ 4,725,179 697,046 8,815,326 - 986,318 19,391,338 - 1,038,590 22,213,798 - $ 16,868,870 $ 28,328,581 $ 27,977,567 In fiscal year 2011, the City implemented GASB Statement No. 54, Fund Balance Reporting and Governmental Fund Type Definitions. The classifications have been changed to accommodate the implementation of this statement. 112 2010 2011 Fiscal Year Ended June 30, 2012 2013 2014 $ 2,556,020 9,207,477 $ 11,763,497 $ - 712,160 2,706,600 2,728,704 10,694,918 $ 16,842,382 $ 713,300 6,853,165 9,175,000 3,002,379 $ 19,743,844 $ 1,062,700 42,000 7,151,565 9,700,000 3,052,124 $ 21,008,389 $ $ 4,093,846 $ - $ $ $ 1,228,197 23,313,352 $ 28,635,395 1,587,305 10,556,589 5,760,066 5,578,686 (22,835) $ 23,459,811 1,585,662 5,737,252 9,652,778 (22,610) $ 16,953,082 - 15,130,823 3,200,000 12,901,565 3,040,483 $ 34,272,871 - 2,538,601 6,290,634 14,369,247 - 9,859,896 12,377,737 - $ 23,198,482 $ 22,237,633 efinitions. 113 CITY OF SAN CARLOS Changes in Fund Balances of Governmental Funds Last Ten Fiscal Years (Modified Accrual Basis of Accounting) Fiscal Year Ended June 30, 2006 2007 2008 2005 Revenues Taxes Licenses, permits and fees Fines and forfeitures Use of money and property From other agencies Charges for services Other revenues Total Revenues Expenditures Current: General government Public safety Public works Community development Parks and recreation Capital outlay Debt service: Principal repayment Interest and fiscal charges Total Expenditures Excess (deficiency) of revenues over (under) expenditures Other Financing Sources (Uses) Transfers in Transfers (out) Proceeds from sale of capital assets Proceeds of Debt Payments to refunded bond escrow Capital contributions Total other financing sources (uses) $ 17,693,351 2,695,016 255,296 1,539,309 3,200,388 2,516,049 1,681,963 $ 21,110,223 1,578,599 241,987 1,744,581 1,888,670 2,434,215 2,630,406 $ 23,625,877 1,698,221 256,093 2,401,578 1,747,099 2,733,524 1,766,054 $24,670,497 1,927,307 260,020 2,471,935 1,496,292 2,727,931 3,557,546 29,581,372 31,628,681 34,228,446 37,111,528 4,475,860 11,659,584 1,178,101 2,461,802 4,179,292 3,270,625 5,114,705 12,584,782 1,284,486 2,559,046 4,248,547 3,654,871 4,670,435 13,418,417 1,053,956 2,967,028 4,416,144 2,687,793 4,475,515 13,451,291 1,236,673 3,932,143 4,347,834 3,699,266 356,680 1,366,332 388,975 1,179,371 446,316 1,088,535 1,298,643 1,229,101 28,948,276 31,014,783 30,748,624 33,670,466 633,096 613,898 3,479,822 3,441,062 5,680,660 (4,498,660) - 7,401,745 (6,214,006) 16,010,000 (8,100,141) - 2,640,121 (2,066,164) 573,957 583,296 1,182,000 9,097,598 - - - - $ 1,207,053 $ 1,197,194 $ 4,661,822 $ 12,538,660 6.8% 5.9% 5.5% Extraordinary gain/(loss) on dissolution of RDA Net Change in fund balances Debt service as a percentage of noncapital expenditures 3,700,979 (3,108,876) 8,115,000 (8,123,807) - 114 8.9% Fiscal Year Ended June 30, 2011 2012 2013 2009 2010 $ 25,363,673 1,541,665 312,853 1,248,692 987,347 2,561,133 1,861,965 $ 24,060,951 1,607,864 397,210 1,693,320 1,385,530 2,725,768 1,621,224 $ 26,868,250 1,020,215 299,364 2,004,508 2,125,347 2,532,268 1,594,824 $ 25,282,782 3,198,769 265,091 1,864,401 2,048,990 2,557,464 1,674,507 $ 24,176,828 2,024,279 234,218 1,805,466 1,824,567 2,912,353 3,878,322 $ 27,254,431 2,271,457 219,944 2,176,508 4,119,086 3,389,107 2,886,134 33,877,328 33,491,867 36,444,776 36,892,004 36,856,033 42,316,667 5,886,424 14,130,234 1,200,883 3,581,043 4,225,018 3,556,380 3,736,126 14,521,349 1,178,543 3,656,015 4,226,263 2,165,396 3,031,272 15,298,099 1,223,829 3,542,118 3,379,167 9,854,906 4,555,802 13,119,914 1,673,870 3,932,661 3,438,598 2,465,296 4,165,249 14,410,769 1,641,955 2,666,132 3,597,600 2,841,083 4,715,318 15,360,993 6,779,012 2,870,822 2,574,917 7,691,263 636,421 1,417,182 624,164 1,391,888 662,049 1,574,187 700,264 843,435 265,000 268,300 285,000 258,604 34,633,585 31,499,744 38,565,627 30,729,840 29,856,088 40,535,929 1,992,123 (2,120,851) 6,162,164 6,999,945 1,780,738 3,981,090 (3,441,090) - 4,283,631 (3,699,031) 1,509,424 - 2,938,040 (2,293,040) - 4,303,415 (3,793,415) - 1,645,165 (1,472,965) 8,800,000 1,550,695 (756,257) 8,380,752 (7,077,952) 45,000 - $ 1,347,800 540,000 2,094,024 - - - 591,543 $ 2,532,123 6.5% 6.6% $ 645,000 2014 510,000 10,522,895 (10,412,431) - - (26,827) $ (3,605,267) $ 7,509,945 $ 12,303,633 7.5% 5.3% 115 1.9% 1.7% CITY OF SAN CARLOS ASSESSED AND ESTIMATED ACTUAL VALUE OF TAXABLE PROPERTY LAST TEN FISCAL YEARS $8,000 $7,000 $6,000 Millions $5,000 $4,000 $3,000 $2,000 $1,000 $0 2005 2006 2007 2008 2009 2010 Series1 Fiscal Year Residential Property 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 $ 3,911,496,602 4,254,256,916 4,593,999,057 4,907,682,878 5,237,194,752 5,385,051,647 5,438,326,043 5,532,457,020 5,717,858,710 6,120,011,894 Real Property Commercial Industrial Property Property $ 373,753,915 391,089,865 420,186,971 480,488,543 530,328,970 537,954,158 532,479,578 530,784,713 516,269,311 541,914,403 $ 408,475,375 412,066,652 455,972,060 480,178,708 493,030,102 510,871,559 524,446,802 530,206,176 559,907,761 556,804,162 2012 2013 2014 Series2 Other Total Real Secured Property $ 45,270,826 51,364,640 55,698,472 56,711,565 58,254,703 49,573,684 50,382,008 57,106,808 69,214,632 59,050,682 $ 4,738,996,718 5,108,778,073 5,525,856,560 5,925,061,694 6,318,808,527 6,483,451,048 6,545,634,431 6,650,554,717 6,863,250,414 7,277,781,141 Source: San Mateo County Assessor 2004/05 - 2013/14 Combined Tax Rolls (a) The State Constitution requires property to be assessed at one hundred percent of the most recent purchase price, plus an increment of no more than two percent annually, plus any local over-rides. These values are considered to be full market values. (b) California cities do not set their own direct tax rate. The state constitution establishes the rate at 1% and allocates a portion of that amount, by an annual calculation, to all the taxing entities within a tax rate area. 116 2011 Unsecured Property $ 345,106,310 316,187,349 316,693,245 337,894,181 329,100,047 299,137,744 289,541,082 280,928,376 269,345,842 401,155,969 Total Assessed (a) Estimated Full Market (a) Total Direct Tax Rate (b) $ 5,084,103,028 5,424,965,422 5,842,549,805 6,262,955,875 6,647,908,574 6,782,588,792 6,835,175,513 6,931,483,093 7,132,596,256 7,678,937,110 $ 5,084,103,028 5,424,965,422 5,842,549,805 6,262,955,875 6,647,908,574 6,782,588,792 6,835,175,513 6,931,483,093 7,132,596,256 7,678,937,110 0.18798% 0.18285% 0.18836% 0.19223% 0.19262% 0.19582% 0.19600% 0.19481% 0.19504% 0.11685% CITY OF SAN CARLOS DIRECT AND OVERLAPPING PROPERTY TAX RATES (Rate per $100 of Taxable Value) LAST TEN FISCAL YEARS 1.40 1.20 1.00 0.80 0.60 0.40 0.20 0.00 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Belmont Redwood City Redwood Shore Elementary Sequoia High School Bond San Carlos Elementary Bonds San Mateo Junior College District Public Library Basic County Wide Levy City Direct Rates Fiscal Year Basic County Wide Levy 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 1.0000 City's share ₁ of 1% Levy Per Prop 13 0.13273 0.13273 0.13273 0.13273 0.13273 0.13273 0.13273 0.13273 0.13273 0.13273 Overlapping Rates Belmont Public Library San Mateo Junior College District San Carlos Elementary Bonds Sequoia High School Bond 0.0106 0.0102 0.0098 0.0092 0.0089 0.0088 0.0089 0.0089 0.0088 0.0084 0.0065 0.0065 0.0184 0.0171 0.0165 0.0182 0.0193 0.0199 0.0194 0.0194 0.0303 0.0327 0.0532 0.0520 0.0517 0.0531 0.0528 0.0535 0.0528 0.0775 0.0164 0.0223 0.0208 0.0205 0.0282 0.0277 0.0311 0.0358 0.0356 0.0313 Total Direct Redwood City Overlapping Redwood Shore Elementary Tax Rate Total* Direct Rate 0.0381 0.0386 0.0656 0.0612 0.0601 0.0568 0.0598 0.0971 0.0981 0.0945 1.1019 1.1103 1.1678 1.1600 1.1654 1.1646 1.1719 1.2152 1.2147 1.2311 0.18798 0.18285 0.18836 0.19223 0.19262 0.19582 0.19600 0.19481 0.19504 0.11685 ₁City's share of 1% Levy is based on the City's share of the general fund tax rate area with the laragest net txable value within the city. *Total Direct Rate is the weighted average of all individual direct rates applied by the government preparing the statistical section information Data Source: San Mateo County Assessor 2004/05 - 2013/14 Tax Rate Table 117 CITY OF SAN CARLOS Top Ten Property Tax Payers Current Year and Ten Years Ago 2013-2014 Taxpayer Nektar Therapeutics SPK-Skyway Landing LLC Circle Star Center Associates LP L-3 Communications Corp Inhale Therapeutic Systems Inc Mickesson Corporation Communications and Power Industrials Brittan Corners Shopping Center LLC Corio Inc Kelly Moore Paint Company Inc Novartis Pharmaceuticals BMR-201 Industrial RD LLC Black Mountain Holdings LLC Vica Capital LLC San Carlos Retail Venture LP ECI Two San Carlos LLC Subtotal Total Net Assessed Valuation: Fiscal Year 2013-2014 Fiscal Year 2004-2005 2004-2005 Percentage of Total City Assessed Value Assessed Value Rank $ 73,331,069 2 0.95% 38,767,187 4 0.50% 24,238,825 6 0.32% 22,792,542 157,876,558 39,774,175 36,098,448 22,440,000 21,817,815 19,540,756 $ 456,677,375 7 1 3 5 8 9 10 0.30% 2.06% 0.52% 0.47% 0.29% 0.28% 0.25% 5.95% $7,678,937,110 $5,082,994,619 Source: San Mateo County Assessor 2013/14 Combined Tax Rolls. Top Property Owners Based on Net Values 118 Assessed Value Rank $ 73,437,705 45,000,000 30,000,000 29,540,985 28,962,595 24,498,141 21,840,902 20,993,419 18,689,255 17,836,335 1 2 3 4 5 6 7 8 9 10 $ 310,799,337 Percentage of Total City Assessed Value 1.44% 0.89% 0.59% 0.58% 0.57% 0.48% 0.43% 0.41% 0.37% 0.35% 6.11% CITY OF SAN CARLOS PROPERTY TAX LEVIES AND COLLECTIONS LAST TEN FISCAL YEARS 14 12 Millions 10 8 6 4 2 2005 2006 2007 2008 2009 2010 Total Tax Levy (a) Fiscal Year 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Total Tax Levy (a) 8,908,366 9,341,401 10,408,503 11,389,746 12,171,289 12,695,894 12,829,443 12,955,911 8,138,448 8,879,658 Current Tax Collections( b) 8,365,797 8,724,926 10,350,198 11,234,055 11,641,072 12,124,097 12,155,993 11,398,356 8,027,011 8,757,878 2011 2012 2013 2014 Total Tax Collections Percent of Levy Collected Delinquent Tax Collections (c) 93.91% 93.40% 99.44% 98.63% 95.64% 95.50% 94.75% 87.98% 98.63% 98.63% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A Total Tax Collections $ 8,365,797 8,724,926 10,350,198 11,234,055 11,641,072 12,124,097 12,155,993 11,398,356 8,027,011 8,757,878 Percent of Total Tax Collections to Tax Levy 93.91% 93.40% 99.44% 98.63% 95.64% 95.50% 94.75% 87.98% 98.63% 98.63% Source: San Mateo County Assessor 2004/05 - 2013/14 Combined Tax Rolls 2013/14 County of San Mateo Estimated property tax revenue NOTE: Current tax collections beginning in 1993 have been reduced by a mandatory tax reallocation imposed by the State of California a) Prior to the dissolution of Redevelopment Agency in FY 2012; the data in this table includes the general fund property taxes debt service tax and Redevelopment Agency tax increments. Beginning FY 2013, the amount presented are the secured and unsecured estimated property tax revenue provided by the County at the beginning of the fiscal year. The tax levy is subject to adjustment for all increases, decreases and refunds processed throughout the fiscal year. b) Prior to the dissolution of Redevelopment Agency in FY 2012; the data in this table includes the basic and supplemental property taxes, debt service tax and Redevelopment Agency tax increments. Beginning FY 2013, the amount presented includes only the City's general secured and unsecured property taxes collections. The tax collection is subject to adjustment for all increases, decreases and refunds processed throughout the fiscal year. c) Beginning fiscal year 1995, the County entered a "Teeter Plan" agreement with the City which allows the City to keep 100% of the secured taxes and the County to keep all interest and delinquency charges collected. Delinquent tax collection data is not available. 119 CITY OF SAN CARLOS Ratio of Outstanding Debt by Type LAST TEN FISCAL YEARS Total Outstanding Debt $40 Millions $30 $20 $10 $2005 Fiscal Year 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 Tax Allocation Bonds $ 9,890,000 9,660,000 9,415,000 9,160,000 - 2006 2007 2008 2009 2010 2011 2012 2013 2014 Tax Allocation Bonds General Obligation Bonds Public Library Installment * Purchase Agreement California Energy Commission R. Berghella * Trust Agreement RDA* Revenue Bonds 2008 ** Financing Agreement 2009** Financing Agreement ABAG Lease Agreement Governmental Activities General Installment * California Obligation Bonds Purchase Energy Public Library Agreement Commission $ 7,870,000 7,805,000 8,115,000 7,990,000 7,820,000 7,630,000 7,425,000 7,200,000 6,955,000 6,690,000 6,405,000 $ 2,800,000 2,800,000 2,800,000 2,800,000 2,800,000 2,800,000 2,800,000 2,800,000 - $ 497,233 441,359 383,795 324,488 263,415 200,475 135,627 68,822 - R. Berghella * Trust Agreement $ 706,398 700,592 694,210 687,193 679,432 671,009 661,683 651,439 - RDA* Revenue Bonds ABAG Lease Agreement $ 16,010,000 15,635,000 15,290,000 14,930,000 Business Type Activities 2008 ** 2009** Financing Financing Agreement Agreement $ 1,510,000 1,510,000 1,460,000 1,410,000 1,355,000 $ 8,800,000 $ 8,450,000 8,330,000 8,175,000 8,015,000 Total Primary Government Percentage of Personal Income (a) $ 21,763,631 21,406,951 21,408,005 20,961,681 27,572,847 28,446,484 36,272,310 35,440,261 16,540,000 16,060,000 15,205,000 1.39% 1.22% 1.13% 1.14% 1.46% 1.55% 2.38% 2.19% 0.97% 0.91% (a) Note : Debt amounts exclude any premiums, discounts, or other amortization amounts. Sources: City of San Carlos Debt Schedule State of California, Department of Finance (population) U.S. Department of commerce, Bureau of the Census (income) (a) See Schedule (Demographic Statistics) for personal income and population data. Data for 2014 is not available * As a result of the dissolution of Redevelopment Agency on February 1, 2012, long-term debt of the former Redevelopment Agency were transferred to the Successor Agency when took over responsibility of winding down the operations of the former Agency. ** Adjustments made in the current year relating to the City's investment in the Silcon Valley Water Joint Venture. See Note 15C for more information 120 Per Capita 785.80 767.77 764.24 742.90 966.04 986.73 1,276.92 1,243.78 577.23 555.11 520.38 CITY OF SAN CARLOS RATIO OF GENERAL BONDED DEBT OUTSTANDING LAST TEN FISCAL YEARS 300 250 200 150 100 50 0 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 GO Bond Oustanding Debt Per Capita Fiscal Year 2005 General Bonded Debt Outstanding Less: Amounts 2005 General Availabe in Debt Obligation Debt (1) Service Fund (2) Total $ 7,805,000 $ 112,363 $ Percentage of Assessed Value (3) 7,692,637 0.15% Per Capita (4) $ 275.90 2006 8,115,000 249,626 7,865,374 0.14% 280.79 2007 7,990,000 251,610 7,738,390 0.13% 274.26 2008 7,820,000 324,388 7,495,612 0.12% 262.62 2009 7,630,000 327,112 7,302,888 0.11% 253.32 2010 7,425,000 331,025 7,093,975 0.10% 249.74 2011 7,200,000 350,365 6,849,635 0.10% 240.39 2012 6,955,000 364,775 6,590,225 0.10% 229.99 2013 6,690,000 401,700 6,288,300 0.09% 217.36 2014 6,405,000 436,396 5,968,604 0.08% 204.27 1. This is the general bonded debt of governmental activities, net of original issurance discounts and premiums 2. This is the amount restricted for debt service principal payments 3. Assessed value has been used because the actual value of taxable property is not readily avaialbe in the State of California 4. Population data can be found in the Schedule of Demographic and Economic Statistics 121 CITY OF SAN CARLOS PLEDGED-REVENUE COVERAGE LAST FIVE FISCAL YEARS $7,000 $875 $6,000 Thousands $5,000 880 $4,000 $3,000 $2,000 $1,000 883 5,301 851 $431 3,100 1,854 $1,422 3,001 $0 2010 2011 2012 Available Tax Revenue Fiscal Year 2010 2011 2012 2013 2014 Net Revenue Available for Debt Services $ 1,422,489 1,853,539 3,099,735 3,000,783 5,300,680 2013 2014 Total Debt Payment San Carlos Sewer Fund - SBSA 2008, 2009 & 2014 Financing Agreement Financing Agreement 2014* 2008 2009 Debt Services Total $ 74,190 117,308 115,308 118,208 $116,008 $ 356,691 733,352 765,177 765,278 $759,246 Source: City of San Carlos Annual Financial Statements *Debt payment begins in August 2014 122 $ - 430,881 850,660 880,485 883,486 $875,254 Coverage 3.30 2.18 3.52 3.40 6.06 CITY OF SAN CARLOS COMPUTATION OF DIRECT AND OVERLAPPING DEBT JUNE 30, 2014 2013-14 Assessed Valuation $ Redevelopment Successor Agency Incremental Valuation 7,678,937,110 637,200,253 DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT San Mateo Community College District Sequoia Union High School District Belmont-Redwood Shores School District Belmond-Redwood Shores School Facilities Improvement District Belmont-Redwood Shores School Facilities Improvement District Redwood City School District San Carlos School District City of San Carlos $ TOTAL DIRECT AND OVERLAPPING TAX AND ASSESSMENT DEBT Total Debt 6/30/2014 563,069,994 328,635,000 32,384,348 34,965,000 23,115,000 40,102,854 70,571,841 6,405,000 $ 1,099,249,037 $ 473,769,816 10,950,000 662,071 133,209,717 TOTAL OVERLAPPING GENERAL FUND OBLIGATION DEBT $ 618,591,604 OVERLAPPING TAX INCREMENT DEBT (SUCCESSOR AGENCY) $ 13,745,000 OVERLAPPING GENERAL FUND OBLIGATION DEBT: San Mateo County General Fund Obligations San Mateo County Board of Education Certificates of Participation Belmont-Redwood Shores School District Certificates of Participation Midpenninsula Regional Park District General Fund Obligations CITY DIRECT DEBT TOTAL OVERLAPPING DEBT (1) Percentage Applicable 4.891% 11.758% 4.601% 8.173% 0.369% 2.765% 95.807% 100% City's Share of Debt 6/30/2014 $ 27,539,753 38,640,903 1,490,004 2,857,689 85,294 1,108,844 67,612,764 6,405,000 $ 145,740,251 4.891% 4.891% 2.765% 3.929% 100% $ 23,172,082 535,565 18,306 5,233,810 $ 28,959,763 $ 13,745,000 $6,405,000 $ 182,040,014 $ 188,445,014 (2) COMBINED TOTAL DEBT (1) The percentage of overlapping debt applicable to the city is estimated using taxable assessed property value. Applicable percentages were 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 lease obligations. RATIOS TO 2013-2014 ASSESSED VALUATION: Direct Debt Total Gross Direct and Overlapping Tax Assessment Debt Combined Total Debts 0.08% 1.90% 2.45% RATIOS TO REDEVELOPMENT INCREMENTAL VALUATION ($637,200,253): Total Overlapping Tax Increment Debt 2.16% Source: California Municipal Statistics, Inc. 123 CITY OF SAN CARLOS COMPUTATION OF LEGAL BONDED DEBT MARGIN JUNE 30, 2014 Legal Debt Service Limit (In Thousands) $300,000 $250,000 $200,000 $150,000 $100,000 $50,000 $2005 2006 2007 2008 Debt Services Limit 2005 Secured property assessed value, net of exempt real property Legal Debt Limit Debit service limit (3.75% of property assessed value)(a) Less: amount applicable to debt service limit(b) Legal debt margin Total net debt applicable to the limit as a percentage of debt limit 4,790,023 $ 179,626 $ 171,821 7,805 4.54% 2009 2010 2011 Amount Applicate to Debt Services Limit 2006 5,108,778 $ 191,579 2007 2008 5,525,277 $ 207,198 5,925,055 $ 222,190 $ 216,791 2013 2014 Legal Debt Service Limit Margin Fiscal Year In Thousands 2009 2010 5,781,085 2012 5,940,600 $ 222,773 2011 5,988,768 $ 224,579 2012 2013 6,085,726 $ 228,215 7,132,596 $ 267,472 2014 7,678,937 $ 287,960 8,115 7,990 7,820 7,630 7,425 7,200 6,955 6,690 6,405 $ 183,464 $ 199,208 $ 214,370 $ 209,161 215,348 217,379 221,260 260,782 281,555 3.45% 3.31% 3.14% 2.57% 2.27% 4.42% 4.01% 3.65% NOTE: (a) California Government Code, Section 43605 sets the debt limit at 15%. The Code section was enacted prior to the change in basing assessed value to full market value when it was previously 25% of market value. Thus, the limit shown as 3.75% is one-fourth the limit to account for the adjustment of showing assessed valuation at full cash value. (b) The amount applicable to debt service limit represents the amount of debt services payment that is the obligation of the City Source: City Finance Department San Mateo County Tax Assessor's Office 124 3.65% CITY OF SAN CARLOS DEMOGRAPHIC AND ECONOMIC STATISTICS LAST TEN FISCAL YEARS Personal Income and Unemployment $70,000 7.0% 6.3% $60,000 6.0% 5.8% 5.4% $50,000 5.0% 4.8% $40,000 4.0% 3.6% $30,000 3.2% 2.9% 2.8% 2.6% 2.4% 3.0% $20,000 2.0% $10,000 1.0% $0 0.0% 2005 2006 2007 2008 2009 2010 Per Capita Personal Income Fiscal Year City Population 2005 27,882 2006 2007 2008 2009 2010 2011 2012 2013 2014 28,012 28,216 28,542 28,829 28,406 28,494 28,654 28,931 29,219 Total Personal Income (amount express in thousands) $ 1,562,124 Per Capita Personal Income $ 1,725,673 1,842,850 1,888,601 1,830,173 1,524,777 1,614,668 1,696,601 1,769,882 (a) 2011 125 2013 2014 Unemployment Rate Unemployment Rate San Mateo County Population City Population % of County 56,026 2.9% 719,655 3.90% 61,605 65,312 66,169 63,484 52,299 56,223 58,643 60,573 (b) 2.4% 2.6% 3.2% 5.8% 6.3% 5.4% 4.8% 3.6% 2.8% 724,104 733,496 739,469 745,858 754,285 724,702 729,443 735,678 745,193 3.90% 3.90% 3.90% 3.87% 3.77% 3.93% 3.93% 3.93% 3.92% Data Source: Population: California state Department of finance Unemployment Data: California Empolyment Development Department Income Data : ESRI - Demorgraphic Estimates are based on the last available census. Demorgraphic Data is totaled from census Block Groups that overlap the City's boundaries Note: (a) & (b) Information is not available 2012 CITY OF SAN CARLOS Principal Employers Current Year ( A ) 2014 Employer L-3 COMMUNICATIONS CORP PACIFIC GAS & ELECTRIC KELLY-MOORE PAINT CO INC NATERA INC DELTA STAR INC WELLS FARGO INSURANCE SERVICES NOVARTIS PHARMACEUTICALS CHECK POINT SOFTWARE TECH INC THE HOME DEPOT GEORGE P JOHNSON CO BEST BUY INC TERADATA OPERATIONS INC PARCA TRADER JOE'S NATUS MEDICAL Number of Employees Percent of Total Employment 389 350 267 205 188 185 172 170 165 150 110 97 95 93 78 2.39% 2.15% 1.64% 1.26% 1.15% 1.13% 1.06% 1.04% 1.01% 0.92% 0.67% 0.60% 0.58% 0.57% 0.48% 2,714 16.65% "Total Employment (16,300) *" as used above represents the total employment of all employers located within City limits. Data Source : City Business License Record Information is not available for 2005 126 CITY OF SAN CARLOS Full Time Equivalent City Government Employees by Function 140 120 100 50 48 42 39 22 23 23 22 22 16 15 17 16 17 17 15 21 19 2005 2006 40 38 15 24 27 21 14 14 13 1 12 17 17 21 21 22 23 14 14 14 13 13 12 13 21 23 20 20 19 17 18 19 2007 2008 2009 2010 2011 2012 2013 2014 80 60 40 20 0 General Government 2005 Community Development 2006 2007 2008 General Government 21 19 21 23 Community Development 17 17 15 14 Public Works 16 15 17 16 Parks & Recreation 22 23 23 22 Public Safety 50 48 42 39 **Police services are provided by County of San Mateo Sheriff's Office *** San Carlos begins Only in FY 2012 **** Transfer of fire services personnnel to City of Redwood City Total Number Employees 126 122 118 114 Public Works 2009 Parks & Recreation 2010 2011 Public Safety 2012 2014 20 14 17 22 40 20 14 17 21 38 19 13 21 14 15 17 13 21 14 24 18 12 22 13 27 19 13 23 12 1 113 110 82 89 92 68 Source: City budget document ** On October 31, 2010, The County of San Mateo Sheriff's Office assumed law enforcement responsibilities for the City of San Carlos. *** On October 12, 2011 the Belmont-San Carlos Fire Department disoloved; and re-establishing a City of San Carlos Fire Department with Fire Command staff contracted with the City of Redwood City. **** As of July 1, 2013 City of the Redwood provides full fire and emergecny services including the transfer of fire services personnel from the City of San Carlos to City of Redwood City. 127 2013 CITY OF SAN CARLOS Operating Indicators by Function/Program Last Ten Fiscal Years 2005 Function/Program Public safety: * Fire Fire calls for service Primary fire inspections conducted Police: Communication Center calls answered Police calls for Service Law violations: Part I and Part II crimes Physical arrests (adult and juvenile) Traffic violations Parking violations Street Pavement Condition Index Sewer Sewer service connections Average daily flow (millions of gallons) Maximum Allocated Treatment Capacity, Average Dry Weather Flow (Millions of Gallons) Maximum Allocated Treatment Capacity, Peak Wet Weather Flow (Millions of Gallons) Culture and recreation: Community Services: Adult Registrations Tot/Youth Registrations Facility Rentals Picnic Rentals Organized Play Participants Organized Play Hours Permitted 2006 2007 2008 2009 2010 2011 2012 2013 2014 992 240 1,896 465 1,961 356 N/A 13,568 13,856 14,769 14,434 13,638 12,236 11,058 13,490 12,831 N/A N/A N/A N/A 1,737 793 1,041 3,594 2,885 934 749 2,922 2,126 864 1,783 4,698 2,638 1,005 2,916 4,357 2,843 1,060 4,660 5,103 2,446 912 3,701 4,573 2,132 704 2,932 4,533 1,780 657 3,666 4,558 1,988 683 3,224 3,609 64 67 64 64 60 11,309 N/A 11,309 2.60 11,335 1.75 11,355 1.66 11,107 1.66 65 N/A 10,880 2.71 10,900 2.93 4.47 N/A 64 64 11,050 2.50 11,061 2.76 11,192 2.45 4.47 4.47 4.47 4.47 4.47 4.47 4.47 4.47 4.47 14.3 14.3 14.3 14.3 14.3 14.3 14.30 14.30 14.30 14.30 5,116 9,773 68 135 7,446 18,775 5,200 9,029 151 146 7,299 18,085 4,520 7,761 60 162 8,692 19,640 4,373 9,267 62 150 8,724 18,326 3,304 7,577 94 184 6,742 19,329 3,086 6,262 158 146 6,620 17,228 2,312 6,189 185 N/A * 5,454 17,368 2,585 7,117 178 144 8,005 18,611 2,481 7,646 189 166 7,184 17,212 2,750 7,042 133 173 6,761 17,046 Note: N/A denotes information not available. Due to the Wastewater Treatment Plant had problems with its flow meters last year, the data for average daily flow is not available. N/A* Due to the budget cut, picnic rental program halted in FY 2011, will reinstate in FY 2012 * The Belmont-San Carlos Fire Department disoloved on October 12, 2011. City restablished the Fire Department in October 2011. Information prior to the FY 2011 is not available. Source: Various city department records 128 CITY OF SAN CARLOS Capital Asset Statistics by Function/Program Last Ten Fiscal Years 2005 Function/Program Public safety: Fire stations Police stations Streets Total Length (Miles) Street lights Traffic Signals 2006 2 1 2007 2 1 2008 2 1 2009 2010 2011 2012 2013 2014 2 1 2 1 2 1 2 1 2 1 2 1 2 1 87 1,740 19 87 1,740 20 87 1,888 20 87 1,888 20 87 1,888 20 87 1,888 20 87 1,888 21 87 1,740 19 87 1,740 19 87 1,740 19 Parking Lots Number of City Parking Lots Number of Public Parking Spaces Number of Employee Permit 4 356 94 4 356 94 4 356 94 4 356 94 4 356 94 4 356 94 4 356 94 4 356 91 4 356 91 4 356 91 Wastewater Total Sewer Main Length (Miles) Sewer Pump Stations 106 6 106 6 106 6 106 6 106 6 106 6 106 6 104 6 104 6 104 6 1,324 3 3,205 1,324 3 3,205 1,324 3 3,205 1,324 3 3,205 1,324 3 3,205 1,324 3 3,205 1,324 3 3,208 1,324 3 3,205 1,324 3 3,205 1,324 3 3,205 Storm water Catch basins/inlets Stormwater Pump Stations Manholes General government: City Hall City Museum Parks and recreation: Parks (and associated buildings) Community centers 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 1 13 2 13 2 13 2 13 2 13 2 13 2 13 2 13 2 13 2 13 2 Source: Various city department records 129 THIS PAGE INTENTIONALLY LEFT BLANK 130 APPENDIX C PROPOSED FORM OF OPINION OF BOND COUNSEL March 24, 2015 City Council City of San Carlos 600 Elm Street San Carlos, California 94070 OPINION: $4,600,000 City of San Carlos 2015 General Obligation Refunding Bonds Members of the City Council: We have acted as bond counsel in connection with the issuance by the City of San Carlos (the “City”) of its City of San Carlos 2015 General Obligation Refunding Bonds issued in the aggregate principal amount of $4,600,000 (the “Bonds”). The Bonds have been issued by the City under the Constitution and laws of the State of California and a resolution adopted by the City Council of the City on February 9, 2015 (the “Bond Resolution”). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. As to questions of fact material to our opinion, we have relied upon representations of the City contained in the Bond Resolution and in the certified proceedings and certifications of public officials and others furnished to us, without undertaking to verify the same by independent investigation. Based upon the foregoing, we are of the opinion, under existing law, as follows: 1. The City is duly organized and validly existing as a municipal corporation under the laws of the State of California, with the power to adopt the Bond Resolution, perform the agreements on its part contained therein and issue the Bonds. 2. The Bond Resolution has been duly adopted by the City Council of the City and constitutes the valid and binding obligation of the City enforceable against the City in accordance with its terms. 3. The Bonds have been duly authorized, issued and sold by the City and are valid and binding general obligations of the City, and the City has the power, is obligated and in the Bond Resolution has covenanted to levy ad valorem taxes upon all property within the City which is subject to taxation by the City, without limitation of rate or amount, for the payment when due of the principal of and interest on the Bonds. C-1 4. Interest on the Bonds is excluded from gross income for federal income tax purposes and is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals and corporations; it should be noted, however, that for the purpose of computing the alternative minimum tax imposed on such corporations (as defined for federal income tax purposes), such interest is required to be taken into account in determining certain income and earnings. The Bonds are “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986 (the “Tax Code”), and, in the case of certain financial institutions (within the meaning of Section 265(b)(5) of the Tax Code), a deduction is allowed for 80 percent of that portion of such financial institutions’ interest expense allocable to the portion of the Bonds designated as and comprising interest. The opinions set forth in the preceding paragraph are subject to the condition that the City comply with all requirements of the Tax Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes, and in order for the Bonds to be “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Tax Code. The City has covenanted in the Bond Resolution to comply with each of such requirements. Failure to comply with certain of such requirements may cause the inclusion of such interest in gross income for federal income tax purposes to be retroactive to the date of delivery of the Bonds, or may cause the Bonds not to be “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Tax Code. We express no opinion regarding other federal tax consequences arising with respect to the Bonds. 5. The interest on the Bonds is exempt from personal income taxation imposed by the State of California. The rights of the owners of the Bonds and the enforceability of the Bonds may be subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights heretofore or hereafter enacted and may also be subject to the exercise of judicial discretion in appropriate cases. Respectfully submitted, Jones Hall, A Professional Law Corporation C-2 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE $4,600,000 CITY OF SAN CARLOS 2015 General Obligation Refunding Bonds This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the City of San Carlos, California (the “City”) in connection with the execution and delivery of the Refunding Bonds captioned above (the “Bonds”). The Refunding Bonds are being issued and delivered pursuant to a resolution adopted by the City Council of the City on February 9, 2015 (the “Bond Resolution”). The City hereby covenants and agrees as follows: Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the City for the benefit of the holders and beneficial owners of the Refunding Bonds and in order to assist the Participating Underwriter in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). Section 2. Definitions. In addition to the definitions set forth above and in the Bond Resolution, which apply to any capitalized term used in this Disclosure Certificate unless otherwise defined in this Section 2, the following capitalized terms shall have the following meanings: “Annual Report” means any Annual Report provided by the City pursuant to, and as described in, Sections 3 and 4. “Annual Report Date” means the date not later than April 1 after the end of each fiscal year of the City (currently June 30th). “Dissemination Agent” means the City, or any successor Dissemination Agent designated in writing by the City and which has filed with the City and the Paying Agent a written acceptance of such designation. “Listed Events” means any of the events listed in Section 5(a). “MSRB” means the Municipal Securities Rulemaking Board, which has been designated by the Securities and Exchange Commission as the sole repository of disclosure information for purposes of the Rule. “Official Statement” means the final official statement executed by the City in connection with the issuance of the Refunding Bonds. “Paying Agent” means MUFG Union Bank, N.A. or any successor thereto. “Participating Underwriter” means any of the original underwriters of the Refunding Bonds required to comply with the Rule in connection with offering of the Refunding Bonds. D-1 “Rule” means Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. Section 3. Provision of Annual Reports. (a) The City shall, or shall cause the Dissemination Agent to, not later than the Annual Report Date, commencing April 1, 2016 with the report for the 2014-15 fiscal year, provide to the MSRB in an electronic format as prescribed by the MSRB, an Annual Report that is consistent with the requirements of Section 4 of this Disclosure Certificate, with a copy to the Paying Agent and the Participating Underwriters. Not later than 15 Business Days prior to the Annual Report Date, the City shall provide the Annual Report to the Dissemination Agent (if other than the City). If by 15 Business Days prior to the Annual Report Date the Dissemination Agent (if other than the City) has not received a copy of the Annual Report, the Dissemination Agent shall contact the City to determine if the City is in compliance with the previous sentence. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the City may be submitted separately from the balance of the Annual Report, and later than the Annual Report Date, if not available by that date. If the City’s fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(c). The City shall provide a written certification with each Annual Report furnished to the Dissemination Agent to the effect that such Annual Report constitutes the Annual Report required to be furnished by the City hereunder. (b) If the City does not provide (or cause the Dissemination Agent to provide) an Annual Report by the Annual Report Date, the City shall provide (or cause the Dissemination Agent to provide) to the MSRB, in an electronic format as prescribed by the MSRB, a notice in substantially the form attached as Exhibit A, with a copy to the Paying Agent and Participating Underwriter. (c) With respect to each Annual Report, the Dissemination Agent shall: (i) determine each year prior to the Annual Report Date the then-applicable rules and electronic format prescribed by the MSRB for the filing of annual continuing disclosure reports; and (ii) if the Dissemination Agent is other than the City, file a report with the City, with a copy to the Paying Agent and the Participating Underwriter, certifying that the Annual Report has been provided pursuant to this Disclosure Certificate, and stating the date it was provided. Section 4. Content of Annual Reports. The City’s Annual Report shall contain or incorporate by reference the following: (a) The City’s audited financial statements prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the City’s audited financial statements are not available by the Annual Report Date, the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. D-2 (b) Unless otherwise provided in the audited financial statements filed on or before the Annual Report Date, the following information: (i) assessed valuation of taxable properties in the City for the most recently completed fiscal year; (ii) assessed valuation of properties of the top ten taxpayers for the most recently completed fiscal year; (iii) property tax collection delinquencies for the City for the most recently completed Fiscal Year, but only if the collection of ad valorem property taxes for the repayment of the Refunding Bonds is no longer covered by the County of San Mateo's Teeter Plan; and (iv) in addition to any of the information expressly required to be provided under paragraphs (i) through (iii), of this Section, the City shall provide such further information, if any, as may be necessary to make the specifically required statements, in the light of the circumstances under which they are made, not misleading. (c) Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the City or related public entities, which are available to the public on the MSRB’s internet web site or filed with the Securities and Exchange Commission. The City shall clearly identify each such other document so included by reference. Section 5. Reporting of Significant Events. (a) The City shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Refunding Bonds, if material: (1) Principal and interest payment delinquencies. (2) Non-payment related defaults. (3) Unscheduled draws on debt service reserves reflecting financial difficulties. (4) Unscheduled draws on credit enhancements reflecting financial difficulties. (5) Substitution of credit or liquidity providers, or their failure to perform. (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701TEB) or other material notices or determinations with respect to the tax status of the security, or other material events affecting the tax status of the security.. (7) Modifications to rights of security holders. D-3 (8) Bond calls, if material, and tender offers. (9) Defeasances. (10) Release, substitution, or sale of property securing repayment of the securities, if material. (11) Rating changes. (12) Bankruptcy, insolvency, receivership or similar event of the City. (13) The consummation of a merger, consolidation, or acquisition involving the City or the sale of all or substantially all of the assets of the City, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material. (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material. (b) Whenever the City obtains knowledge of the occurrence of a Listed Event, the City shall, or shall cause the Dissemination Agent (if not the City) to, file a notice of such occurrence with the MSRB, in an electronic format as prescribed by the MSRB, in a timely manner not in excess of 10 business days after the occurrence of the Listed Event. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(8) and (9) above need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to holders of affected the Refunding Bonds under the Resolution. (c) The City acknowledges that the events described in subparagraphs (a)(2), (a)(7), (a)(8) (if the event is a bond call), (a)(10), (a)(13), and (a)(14) of this Section contain the qualifier “if material” and that subparagraph (a)(6) also contains the qualifier "material" with respect to certain notices, determinations or other events affecting the tax status of the Refunding Bonds. The City shall cause a notice to be filed as set forth in paragraph (b) above with respect to any such event only to the extent that it determines the event’s occurrence is material for purposes of U.S. federal securities law. Whenever the City obtains knowledge of the occurrence of any of these Listed Events, the City will as soon as possible determine if such event would be material under applicable federal securities law. If such event is determined to be material, the City will cause a notice to be filed as set forth in paragraph (b) above. (d) For purposes of this Disclosure Certificate, any event described in paragraph (a)(12) above is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent, or similar officer for the City in a proceeding under the United States Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the City, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement, or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the City. Section 6. Identifying Information for Filings with the MSRB. All documents provided to the MSRB under the Disclosure Certificate shall be accompanied by identifying information as prescribed by the MSRB. D-4 Section 7. Termination of Reporting Obligation. The City’s obligations under this Disclosure Certificate shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Refunding Bonds. If such termination occurs prior to the final maturity of the Refunding Bonds, the City shall give notice of such termination in the same manner as for a Listed Event under Section 5(c). Section 8. Dissemination Agent. The City may, from time to time, appoint or engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure Certificate, and may discharge any Dissemination Agent, with or without appointing a successor Dissemination Agent. The initial Dissemination Agent shall be The City. Any Dissemination Agent may resign by providing 30 days’ written notice to the City and the Paying Agent. Section 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, provided that the following conditions are satisfied: (a) if the amendment or waiver relates to the provisions of Sections 3(a), 4 or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature, or status of an obligated person with respect to the Refunding Bonds, or type of business conducted; (b) the undertakings herein, as proposed to be amended or waived, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the primary offering of the Refunding Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) the proposed amendment or waiver either (i) is approved by holders of the Refunding Bonds in the manner provided in the Bond Resolution for amendments to the Bond Resolution with the consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the holders or beneficial owners of the Refunding Bonds. If the annual financial information or operating data to be provided in the Annual Report is amended pursuant to the provisions hereof, the first annual financial information filed pursuant hereto containing the amended operating data or financial information shall explain, in narrative form, the reasons for the amendment and the impact of the change in the type of operating data or financial information being provided. If an amendment is made to the undertaking specifying the accounting principles to be followed in preparing financial statements, the annual financial information for the year in which the change is made shall present a comparison between the financial statements or information prepared on the basis of the new accounting principles and those prepared on the basis of the former accounting principles. The comparison shall include a qualitative discussion of the differences in the accounting principles and the impact of the change in the accounting principles on the presentation of the financial information, in order to provide information to investors to enable them to evaluate the ability of the City to meet its obligations. To the extent reasonably feasible, the comparison shall be quantitative. A notice of the change in the accounting principles shall be filed in the same manner as for a Listed Event under Section 5(c). D-5 Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the City from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the City shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. Section 11. Default. If the City fails to comply with any provision of this Disclosure Certificate, the Participating Underwriter or any holder or beneficial owner of the Refunding Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an Event of Default under the Bond Resolution, and the sole remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Duties, Immunities and Liabilities of Dissemination Agent. (a) The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate, and the City agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which they may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent’s negligence or willful misconduct. The Dissemination Agent shall have no duty or obligation to review any information provided to it by the City hereunder, and shall not be deemed to be acting in any fiduciary capacity for the City, the Refunding Bond holders or any other party. The obligations of the City under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Refunding Bonds. (b) The Dissemination Agent shall be paid compensation by the City for its services provided hereunder in accordance with its schedule of fees as amended from time to time, and shall be reimbursed for all expenses, legal fees and advances made or incurred by the Dissemination Agent in the performance of its duties hereunder. Section 13. Notices. Any notice or communications to be among any of the parties to this Disclosure Certificate may be given as follows: To the City: City of San Carlos 600 Elm Street San Carlos, California 94070 (650) 802-4217 D-6 To the Dissemination Agent: City of San Carlos 600 Elm Street San Carlos, California 94070 (650) 802-4217 To the Paying Agent: MUFG Union Bank, N.A. 350 California Street, 11th Floor San Francisco, California 94104 Fax: (415) 273-2492 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. Section 14. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the City, the Dissemination Agent, the Participating Underwriter and holders and beneficial owners from time to time of the Refunding Bonds, and shall create no rights in any other person or entity. Section 15. Counterparts. This Disclosure Certificate may be executed in several counterparts, each of which shall be regarded as an original, and all of which shall constitute one and the same instrument. Date: March 24, 2015 CITY OF SAN CARLOS By: Name: Title: D-7 EXHIBIT A NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: City of San Carlos (the “City”) Name of Bond Issue: City of San Carlos 2015 General Obligation Refunding Bonds, Date of Issuance: March 24, 2015 NOTICE IS HEREBY GIVEN that the City has not provided an Annual Report with respect to the above-named Bonds as required by the Continuing Disclosure Certificate, dated as of March 24, 2015. The City anticipates that the Annual Report will be filed by _____________. Dated: DISSEMINATION AGENT: By: Its: cc: Paying Agent and Participating Underwriter D-8 APPENDIX E DTC AND THE BOOK-ENTRY ONLY SYSTEM The following description of the Depository Trust Company (“DTC”), the procedures and record keeping with respect to beneficial ownership interests in the Refunding Bonds, payment of principal, interest and other payments on the Refunding Bonds to DTC Participants or Beneficial Owners, confirmation and transfer of beneficial ownership interest in the Refunding Bonds and other related transactions by and between DTC, the DTC Participants and the Beneficial Owners is based solely on information provided by DTC. Accordingly, no representations can be made concerning these matters and neither the DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or the DTC Participants, as the case may be. Neither the City nor the Paying Agent take any responsibility for the information contained in this Appendix. No assurances can be given that DTC, DTC Participants or Indirect Participants will distribute to the Beneficial Owners (a) payments of interest, principal or premium, if any, with respect to the Refunding Bonds, (b) certificates representing ownership interest in or other confirmation or ownership interest in the Refunding Bonds, or (c) redemption or other notices sent to DTC or Cede & Co., its nominee, as the registered owner of the Refunding Bonds, or that they will so do on a timely basis, or that DTC, DTC Participants or DTC Indirect Participants will act in the manner described in this Appendix. The current “Rules” applicable to DTC are on file with the Securities and Exchange Commission and the current “Procedures” of DTC to be followed in dealing with DTC Participants are on file with DTC. 1. The Depository Trust Company (“DTC”), New York, NY, will act as securities depository for the securities (the “Securities”). The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully-registered Security certificate will be issued for each issue of the Securities, each in the aggregate principal amount of such issue, and will be deposited with DTC. If, however, the aggregate principal amount of any issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue. 2. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is E-1 a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com and www.dtc.org. The information set forth on such website is not incorporated herein by reference. 3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a credit for the Securities on DTC’s records. The ownership interest of each actual purchaser of each Security (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued. 4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Securities; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Securities are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. 5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Securities may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices be provided directly to them. 6. Redemption notices shall be sent to DTC. If less than all of the Securities within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. E-2 7. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to Issuer as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Securities are credited on the record date (identified in a listing attached to the Omnibus Proxy). 8. Redemption proceeds, distributions, and dividend payments on the Securities will be made to Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from Issuer or Agent, on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend payments to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to the Paying Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer the Participant’s interest in the Securities, on DTC’s records, to the Paying Agent. The requirement for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Securities to the Paying Agent’s DTC account. 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to Issuer or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 11. Issuer may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that Issuer believes to be reliable, but Issuer takes no responsibility for the accuracy thereof. E-3
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