ALAMEDA COUNTY PUBLIC WORKS AGENCY MEASURE B FUNDS FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT JUNE 30, 2018

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FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT JUNE 30, 2018

FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR'S REPORT JUNE 30, 2018 TABLE OF CONTENTS Page No. Independent Auditor's Re:port..... Financial Statements Balance Sheet... 3 Statement of Revenues, Expenditures and Changes in Net Position... 4 Notes to Financial Statements... 5 Independent Auditor's Rc~port 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 Independent Auditor's Report on Compliance With Measure B Requirements... 10

!NDEPENDENT AUDITOR'S REPORT To the Honorable 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 30,2018, 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 11'ee 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 appropriate~ess 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) 333 Hegenberger Road. Suite 325, Oakland, California 94621 T: 510 832 0257 F: 510 272 9757 \\WW.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, 2018, 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. Our opinion is not modified with respect to this matter. Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated October 31, 2018 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, reg1lllations, 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. ~ f hittii!l; uf Oakland, California October 31,2018 (2)

BALANCE SHEET AS OF JUNE 30, 2018 MEASURE B PROGRAMS & PROJECTS Streets Bike & & Roads Pedestrian Bridges Total ASSETS Cash & Cash Equivalents Accounts Receivable Total Current Assets $ 1,737,247 $ 717,632 $ (140,381) $ 2,314,498 379,583 78,067 140,381 598,031 $ 2,116,830 $ 795,699 $ $ 2,912,529 LIABILITIES & NET POSITION Temporarily Restricted Net Position Total Liabilities & Net Positio111 $ 2,116,830 $ 795,699 $ $ 2,912,529 $ 2,116,830 $ 795,699 $ $ 2,912,529 See accompanying notes. (3)

STATEMENTS OF REVENUES, EXPENDITURES AND CHANGES IN NET POSITION FOR THE YEAR ENDED JUNE 30, 2018 MEASURE B PROGRAMS & PROJECTS Streets Bike & & Roads Pedestrian Bridges Total REVENUES Measure B Revenue $ 2,405,360 $ 494,701 $ 889,575 $ 3,789,636 Interest 19,886 4,140 24,026 Total Revenues 2,425,246 498,841 889,575 3,813,662 EXPENDITURES Public Works 889,575 889,575 Construction 1,127,268 533,905 1,661,173 Total Expenditures 1,127,268 533,905 889,575 2,550,748 Excess (Deficit) Revenues over Expenditures Net Change in Net Position 1,297,978 (35,064) 1,262,914 Beginning Net Position 818,852 830,763 1,649,615 Ending Net Position $ 2,116,830 $ 795,699 $ $ 2,912,529 See accompanying notes. (4)

NOTES TO FINANCIAL STATEMENTS JUNE 30, 2018 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 ofthe Alameda CTC Measure B Funds ofthe Alameda County Public Works Agency are: included, as separate funds, in the basic financial statements ofthe 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 financ:ial 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 intt:nded 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 balanc,e 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 agree:ment 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, 2018 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 t:xpenditure of which is restricted to street, road, highway and bridge purposes. NOTE 2 CASH AND INVESTMENTS WITH COUNTY TREASURER Measure B funds receive:d 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, 2018 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 rathc;:r would be used for additional projects and programs. (6)

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED) JUNE 30, 2018 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 Way~- 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, 2018 were as follows: Local Streets and Roads Bicycle and Pedestrians Ways Alameda County Bridges Total $ l, 127,268 533,905 889,575 $ 2,550,748 At June 30,2018, $2,912,529 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 associat1:::d net assets are released from temporary restriction and reported as unrestricted fund balanct!s. NOTE 5 COMMITMENTS AND CONTINGENCIES At June 30, 2018, then! 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 incurred $1,454,206. Occasionally, the County of Alameda is involved in legal actions ansmg 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 Honorable 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 issue:d 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, 2018, and the related notes to the financial statements, and have issued our report thereon dated October 31, 2018. Internal Control over Financial Reporting In planning and performing our audit ofthe 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 <;ontrol. 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) 333 Hegenberger Road, Suite 325. Oakland. California 94621 T S 10 8," or7 F "'1 0-,,., 9 : - -'~ _), : -' ~ 7 ~ 757 v. wv..grantandsmithcpa.com

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 effec:t on the determination of financial statement amounts. However, providing an opinion on,;;ompliance with those provisions was not an objective of our audit, and accordingly, we do not express such an opinion. The results of our tests disclosed no instances of noncompliance or other matters that are required to be reported under Government Auditing Standards. Purpose of this Report The purpose of this rep011 is solely to describe the scope of our testing of internal control and compliance and the resullts 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 accordanc'e with Government Auditing Standards in considering the entity's internal control and compliance. Accordingly, this communication is not suitable for any other purpose. Oakland, California October 31,2018 (9)

INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH MEASURE B REQUIREMENTS To the Honorable Board of Supervisors Alameda County Oakland, California Report on Compliance for Each Major Federal Program We have audited the Alameda County Transportation Commission- Measure B (Measure B Funds) of the Alameda County Public Works Agency (the County)'s compliance with the types of compliance rc!quirements described in the agreement between the County and Alameda County Transportation Commission applicable to Measure B, that could have a direct and material em:ct on the County's Measure B Funds, for the year ended June 30, 2018. Management's Responsibility Management is responsible for compliance with the requirements of Jaws, regulations, contracts and grants applicable to its Measure B Funds. Auditor's Responsibility Our responsibility is to express an opinion on the County's compliance based on our audit. We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America; the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; and the agreement between the County and Alameda County Transportation Commission applicabh: to Measure B. Those standards and the agreement require that we plan and perform the audit to obtain reasonable assurance about whether noncompliance with the types of compliance requirements referred to above that could have a direct and material effect on Measure B Funds. An audit includes examining, on a test basis, evidence about the County's compliance with those requirements and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion on compliance for Measure B Funds. However, our audit does not provide a legal determination of the County's compliance. (10) 333 Hegenberger Road. Suite 325. Oakland. California 94621 T: 510 832 0257 F: 510 272 9757 www.grantandsmithcpa.com

INDEPENDENT AUDITOR'S REPORT ON COMPLIANCE WITH Opinion on Measure B Funds MEASURE B REQUIREMENTS(CONTINUED) In our opinion, the County complied, in all material respects, with the types of compliance requirements referred to above that are applicable to its Measure B Funds for the year ended June 30,2018. The purpose of this report on compliance is solely to describe the scope of our testing over compliance and the results of that testing based on the requirements of agreement between the County and Alameda County Transportation Commission. Accordingly, this report is not suitable for any other purpose. o~'fj;&!ia;ll/ Octo her 3 1, 2 0 18 (11)