ALAMEDA COUNTY PUBLIC WORKS AGENCY ALAMEDA COUNTY TRANSPORTATION COMMISSION MEASURE B FUNDS FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT

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ALAMEDA COUNTY TRANSPORTATION COMMISSION FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT JUNE 30, 2015 e 1 GRANT & SMITH, LLP Certified Public Accountants

ALAMEDA COUNTY TRANSPORTATION COMMISSION FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT JUNE 30, 2015 TABLE OF CONTENTS Page No. Independent Auditor's Report.... Financial Statements Balance Sheet.............................................................. 3 Statement of Revenues, Expenditures and Changes in Net Position... 4 Notes to Financial Statements... 5 Independent Auditor's Report On Internal Control Over Financial Reporting And On Compliance And Other Matters Based On An Audit Of Financial Statements Performed In Accordance With Government Auditing Standards.... 8 Schedule of Current Year's Findings... 10 Status of Prior Year's Findings and Recommendations... 11

INDEPENDENT AUDITOR'S REPORT To the Board of Supervisors Alameda County Oakland, California Report on the Financial Statements We have audited the accompanying financial statements of the Alameda County Transportation Commission Measure B (Measure B Funds) of the Alameda County Public Works Agency (the County), as of and for the year ended June 30, 2015, and the related notes to the financial statements. 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. (1) 1300 Clay Street. Suite 1 015. Oakland, California 94612 T: 510 832 0257 I F: 510 272 9757 www.grantandsmithcpa.com

INDEPENDENT AUDITOR'S REPORT (CONTINUED) Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the Alameda County Transportation Commission Measure B Funds of the Alameda County Public Works Agency, as of June 30, 2015, and the results of operations and changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Emphasis of Matter As discussed in Note 1 to the financial statements, the financial statements referred to above present only the Measure B Funds and are not intended to present fairly the financial position of the County and the results of its operations in conformity with generally accounting principles accepted in the United States of America. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 21, 2015, on our consideration of the Alameda County Public Works Agency's internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is to describe the scope of our testing of internal control over financial reporting and compliance and the results of that testing, and not to provide an opinion on internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the County's internal control over financial reporting and compliance. Oakland, California December 21,2015

BALANCE SHEET AS OF JUNE 30, 2015 MEASURE B PROGRAMS & PROJECTS Streets Bike & & Roads Pedestrian Bridges Total ASSETS Cash & Cash Equivalents $ 1,278,031 $ 468,248 $ (189,706) $ 1,556,573 Accounts Receivable 485,996 106,831 189,706 782,533 Total Current Assets $ 1,764,027 $ $ $ 2,339,106 LIABILITIES & NET POSITION Temporarily Restricted Net Position $ 1,764,027 $ 575,079 $ $ 2,339,106 Total Liabilities & Net Position $ 1,764,027 $ 575,079 $ $ 2,339,106 See accompanying notes. (3)

STATEMENTS OF REVENUES, EXPENDITURES AND CHANGES IN NET POSITION FOR THE YEAR ENDED JUNE 30, 2015 MEASURE B PROGRAMS & PROJECTS Streets Bike & & Roads Pedestrian Bridges Total REVENUES Measure B Revenue Interest Total Revenues $ 1,955,122 $ 429,772 $ 763,171 $ 3,148,065 14,171 4,091 18,262 1,969,293 433,863 763,171 3,166,327 EXPENDITURES Public Works Construction Total Expenditures 763,171 763,171 2,109,699 210,513 2,320,212 2,109,699 210,513 763,171 3,083,383 Excess (Deficit) Revenues over Expenditures Net Change in Net Position (140,406) 223,350 82,944 Beginning Net Position 1,904,433 351,729 2,256,162 Ending Net Position $ 1,764,027 $ 575,079 $ $ 2,339,106 See accompanying notes. (4)

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2015 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reporting Entity Measure B, approved and reauthorized by the voters of Alameda County on November 07, 2000, authorized Alameda County Transportation Commission (Alameda CTC) to administer the proceeds from the continued one-half cent sales and use tax. The tax is effective until March 31, 2022. Transactions of the Alameda CTC Measure B Funds of the Alameda County Public Works Agency are included, as separate funds, in the basic financial statements of the County of Alameda. The Public Works Agency uses Measure B Funds to account for expenditures incurred in The County's Local Streets and Roads, Bike and Pedestrian Ways and County Bridges programs. The accompanying financial statements are for Measure B Funds only, and are not intended to fairly present the financial position of the County of Alameda and the results of its operations and changes in fund balances. Basis of Accounting The accompanying financial statements are presented on the modified accrual basis of accounting. Revenues are generally recorded when measurable and available, and expenditures are recorded when the related liabilities are incurred. The modified accrual basis of accounting is not intended to present financial information in conformity with generally accepted accounting principles. The accounting and financial reporting treatment applied to a fund is the "current financial resources" measurement focus, wherein only current assets and current liabilities are generally included on the balance sheet. The operating statement of the fund presents increasing (revenues and other financing sources) and decreasing sources (expenditures and other financing uses) in net current assets of the fund. Encumbrances for projects already under a signed contractual agreement are presented as reserves, and not yet included in the project expenditures. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures during the reporting period. Actual results could differ from those estimates. (5)

NOTES TO FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2015 NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Description of Funds The accounts are maintained on the basis of fund accounting. A fund is a separate accounting entity with a self-balancing set of accounts. Measure B activities are accounted for in the Road Fund. This fund is used to account for state and local tax apportionments and other authorized revenues, the expenditure of which is restricted to street, road, highway and bridge purposes. NOTE 2 CASH AND INVESTMENTS WITH COUNTY TREASURER Measure B funds received by the Public Works Agency are deposited with the Treasurer of the County of Alameda. The Treasurer invests pooled cash and investments in accordance with policy guidelines established by the County. Information pertaining to the pooled cash and investments held by the Treasurer is included in the June 30, 2015 Comprehensive Annual Financial Report of the County. These investments are subject to various types of risk. The required disclosure on risks and fair values for these investments is made in the notes to the Comprehensive Annual Financial Report. Interest on pooled cash and investments is allocated quarterly to individual funds based on investment income and the average daily balance maintained by each fund. NOTE 3 BICYCLE AND PEDESTRIAN WAYS EXPENDITURES Expenditure plans for Bicycle and Pedestrian Ways projects are subject to pre-approval via a public meeting process. NOTE 4 DESCRIPTIONS OF FUNDS AND NET POSITION Under Measure B, Alameda CTC allocates to the Public Works Agency a portion of the proceeds of an additional one-half cent sales tax to be used for transportation-related expenditures. Measure B was originally adopted and reauthorized with the intention that the proceeds generated by the additional sales tax would not fund expenditures previously paid for by property taxes, but rather would be used for additional projects and programs. (6)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) JUNE 30,2015 NOTE 4 DESCRIPTIONS OF FUNDS AND NET POSITION (Continued) Projects funded by Measure B were as follows: Local Streets and Roads- To improve, repair, and overlay streets throughout the County Bike and Pedestrian Ways- To provide sidewalk and ADA improvements and to implement the bikeway network Alameda County Bridges- To improve, and repair bridges throughout the County Projects funded by Measure B and the amounts expended during the fiscal year ended June 30, 2015 were as follows: Local Streets and Roads Bicycle and Pedestrians Ways Alameda County Bridges Total $ 2,109,699 210,513 763,171 $ 3,083,383 At June 30, 2015, $2,339,106 of Measure B net position was temporarily restricted for use in programs imposed by Alameda CTC stipulations. These stipulations may expire with time or may be satisfied and removed by the actions of Alameda CTC. Upon expiration, satisfaction or removal, the associated net assets are released from temporary restriction and reported as unrestricted fund balances. NOTE 5 COMMITMENTS AND CONTINGENCIES At June 30, 2015, there is an encumbrance reserve which represents construction projects already bound by signed contractual agreements, but expenditures have not yet been incurred. Local streets and roads and bike and pedestrian ways incurred $258,868 and $276,000 respectively. Occasionally, the County of Alameda is involved in legal actions ar1smg from normal business activities. Management, upon advice of legal counsel handling such actions, believes that the ultimate resolution of any such actions will not have a material adverse effect on the Public Works Agency's financial position or results of operations. (7)

INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS To the Board of Supervisors Alameda County Oakland, California We have audited, in accordance with the auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States, the financial statements of the Alameda County Transportation Commission Measure B Funds (Measure B Funds) of the Alameda County Public Works Agency (the County), as of and for the year ended June 30, 2015, and the related notes to the financial statements, and have issued our report thereon dated December 21, 2015. Internal Control over Financial Reporting In planning and performing our audit of the financial statements, we considered the County's internal control over financial reporting (internal control) to determine the audit procedures that are appropriate in the circumstances for the purpose of expressing our opinions on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the County's internal control Accordingly, we do not express an opinion on the effectiveness of the County's internal control A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness, yet important enough to merit attention by those charged with governance. Our consideration of internal control was for the limited purpose described in the first paragraph of this section and was not designed to identify all deficiencies in internal control that might be material weaknesses or, significant deficiencies. Given these limitations, during our audit we did not identify any deficiencies in internal control that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. (8) GRANT & SMITH, LLP Certified Public Accountants

INDEPENDENT AUDITOR'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING AND ON COMPLIANCE AND OTHER MATTERS BASED ON AN AUDIT OF FINANCIAL STATEMENTS PERFORMED IN ACCORDANCE WITH GOVERNMENT AUDITING STANDARDS (CONTINUED) Compliance and Other Matters As part of obtaining reasonable assurance about whether the County's financial statements are free from material misstatement, we performed tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements, noncompliance with which could have a direct and material effect on the determination of financial statement amounts. However, providing an opinion on compliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. In our opinion, the County is in compliance with the laws and regulations, contracts and grant requirements related to Measure B funds as specified in the grant agreement between The County and Alameda County Transportation Commission. Our opinion is covering the period from July 01, 2014 through June 30, 2015. Purpose of this Report The purpose of this report is solely to describe the scope of our testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity's internal control or on compliance. This report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. ~t+ _NntJ:I\r Llf Oakland, California December 21, 20 15 (9) 1300 Clay Street, Suite 1015, Oakland, California 94612 T: 510 832 0257 I F: 510 272 9757 www.grantandsmithcpa.com

SCHEDULE OF CURRENT YEAR'S FINDINGS YEAR ENDED JUNE 30, 2015 No findings were noted during the current year's audit. (10)

STATUS OF PRIOR YEAR'S FINDINGS AND RECOMMENDATIONS YEAR ENDED JUNE 30, 2015 There were no prior year's findings and recommendations. (11)