APPROVED Resolution No. 24-01 — Emeryville City Council, January 16, 2024

RESOLUTION NO. 24-01
Resolution Of The City Council Of The City Of Emeryville Accepting The Compliance Audit Reports For The Fiscal Year Ended June 30, 2023 WHEREAS, conformance with sound governmental accounting standards and practices requires completion of an annual independent financial audit of the City of Emeryville; and
WHEREAS, an independent certified public accounting firm, Maze & Associates, has been engaged as the City’s auditor; and
WHEREAS, the auditors reviewed financial transactions recorded during the fiscal year ended June 30, 2023 and found no instances of non-compliance with Measure B and Measure BB funding requirements, and Measure F Vehicle Registration Fee Program expenditure requirements; now, therefore, be it
RESOLVED, that the City Council of the City of Emeryville hereby accepts the Measure B, Measure BB and Measure F Vehicle Registration Fee Program compliance audit reports for the fiscal year ended June 30, 2023, which are attached to the staff report prepared in connection with this item and are incorporated herein.

ADOPTED, by the City Council of the City of Emeryville at a special meeting held Tuesday, January 16, 2024, by the following vote:

AYES: 5
Mayor Welch, Vice Mayor Mourra and Council Members Bauters, Kaur and Priforce
NOES: 0
ABSTAIN: 0
ABSENT: 0
MAYOR
ATTEST: APPROVED AS TO FORM:

CITY CLERK CITY ATTORNEY
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CITY OF EMERYVILLE, CALIFORNIA

MEASURE B PROGRAM

FINANCIAL STATEMENTS

FOR THE YEAR ENDED
JUNE 30, 2023
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CITY OF EMERYVILLE

MEASURE B PROGRAM
Financial Statements
For the Year Ended June 30, 2023
Table of Contents
Page
Independent Auditor’s Report ........................................................................................................ 1 Financial Statements:

Balance Sheet ........................................................................................................................ 5 Statement of Revenues, Expenditures and Changes in Fund Balances ................................. 6 Notes to Financial Statements ................................................................................................. 7 Independent Auditor’s Report on Measure B Compliance ..................................................... 11 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 This Page Left Intentionally Blank
DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 INDEPENDENT AUDITOR’S REPORT
To the Honorable Members of the City Council
City of Emeryville, California
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of the Alameda County Transportation Commission Measure B Program (Measure B Program) of the City of Emeryville (City), California, as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the Measure B Program’s basic financial statements as listed in the Table of Contents.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Measure B Program as of June 30, 2023, and the change in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for Opinion
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. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management 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, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for twelve months beyond the financial statement date, including any currently known information that may raise substantial doubt shortly thereafter. 1 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards and Government Auditing Standards will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed.
• Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit.

Emphasis of Matter
As discussed in Note 1, the financial statements present only the Measure B Program and do not purport to, and do not present fairly the financial position of the City as of June 30, 2023, the changes in the financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 2 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 14, 2023, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely 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 the effectiveness of the City’s 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 Measure B Program’s internal control over financial reporting and compliance.

Pleasant Hill, California
December 14, 2023
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CITY OF EMERYVILLE
JUNE 30, 2023
Local Streets Bicycle and
Paratransit and Roads Pedestrian Totals
ASSETS
Cash and investments $ - $241,085 $114,995 $356,080
Interest receivable - 850 417 1,267
Total Assets $ - $241,935 $115,412 $357,347

LIABILITIES
Accounts payable and accrued liabilities $ $28,710 - $ - $28,710 Total Liabilities 28,710 - - 28,710

FUND BALANCE
Restricted for Measure B Programs 213,225 115,412 328,637 - Total Fund Balance - 213,225 115,412 328,637
Total Liabilities and Fund Balance -$ $241,935 $115,412 $357,347 See accompanying notes to financial statements

BALANCE SHEET

MEASURE B PROGRAM
5 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE

STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES FOR THE YEAR ENDED JUNE 30, 2023
Paratransit
Local Streets
and Roads
Bike and
Pedestrian Totals

REVENUES
Interest income -$ $9,573 $3,161 $12,734
Total Revenues - 9,573 3,161 12,734

EXPENDITURES
Public works (Note 5) - 485,655 33,894 519,549
Total Expenditures - 485,655 33,894 519,549
Net Change in Fund Balance - (476,082) (30,733) (506,815) Beginning Fund Balance - 689,307 146,145 835,452
Ending Fund Balance -$ $213,225 $115,412 $328,637
See accompanying notes to financial statements

MEASURE B PROGRAM
6 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE

MEASURE B PROGRAM

NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Reporting Entity
All transactions of the Alameda County Transportation Commission (ACTC) - Measure B Funds (Measure B Program) of the City of Emeryville (City), California, are included in a special revenue fund in the basic financial statements of the City. The Measure B Fund is used to account for the City’s share of revenues earned and expenditures incurred under the City’s paratransit, local streets and roads, and bicycle and pedestrian programs.

The accompanying financial statements are for Measure B Program only and are not intended to fairly present the financial position of the City and the results of its operations and cash flows of its proprietary fund type.

B. Basis of Accounting
The accompanying financial statements are prepared 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 accounting and financial reporting treatment applied to a fund is determined by its measurement focus. All governmental funds are accounted for using a “current financial resources” measurement focus, wherein only current assets, and deferred outflows of resources, and current liabilities, and deferred inflows of resources, generally are included on the balance sheets. Operating statements of governmental funds present increased (revenues and other financing sources) and decreased (expenditures and other financing uses) in net current assets.

C. Description of Funds
The accounts are maintained on the basis of fund accounting. A fund is a separate accounting entity with a selfbalancing set of accounts. The City uses Special Revenue Funds to account for the proceeds of specific revenues (other than for capital projects) that are legally restricted to be expended for specified purposes (specifically, the paratransit program).

D. Capital Assets
Capital assets, consisting primarily of infrastructure, are recorded as expenditures and are not capitalized since they will be maintained by the City.

E. Cash and Investments
Cash and cash equivalents are considered to be cash on hand, demand deposits and short-term investments with original maturities of three months or less from the date of acquisition. 7 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE

MEASURE B PROGRAM

NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) F. Fund Balance
Measure B fund balance is restricted. A restricted fund balance represents amounts that can be spent only for specific purposes because of constitutional provisions or enabling legislation or because of constraints that are externally imposed by creditors, grantors, contributors, or the laws or regulations of other governments.

When expenditures are incurred for purposes for which both restricted and unrestricted fund balance is available, the City considers restricted funds to have been spent first.

G. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Measure B Program categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are inputs – other than quoted prices included within level 1 – that are observable for an asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for an asset or liability.

If the fair value of an asset or liability is measured using inputs from more than one level of the fair value hierarchy, the measurement is considered to be based on the lowest priority level input that is significant to the entire measurement.

H. Use of Estimates
Management uses estimates and assumptions in preparing the financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the reported revenues and expenditures. Actual results could differ from those estimates.

NOTE 2 – CASH AND INVESTMENTS
The investment fair value measurements within the fair value hierarchy are established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets.

Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are significant other observable inputs; and Level 3 inputs are significant unobservable inputs. 8 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE

MEASURE B PROGRAM

NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 2023
NOTE 2 – CASH AND INVESTMENTS (Continued)
Cash and investments are maintained on a pooled basis with those of other funds of the City. Pooled cash and investments consist of U.S. Treasury or its agencies, money market funds investing in such obligations, negotiable certificates of deposit, commercial paper and medium term corporate notes that meet specified rating requirements, mutual funds, guaranteed investment contracts, repurchase agreements, reverse repurchase agreements when authorized by the City’s Council, the State Treasurer’s investment pool (Local Agency Investment Fund), and banker's acceptances. All investments are stated at fair value. Pooled investment earnings are allocated quarterly based on the average quarterly cash and investment balances of the various funds are related entities of the City.

See the City’s Annual Comprehensive Financial Report for disclosures related to cash and investments and the related custodial risk categorization.

NOTE 3 – MEASURE B PROGRAM
Under Measure B, approved by the voters of Alameda County in 1986 and 2000, the City receives a portion of the proceeds of an additional one-half cent sales tax to be used for transportation-related expenditures. These measures were adopted with the intention that the funds generated by the additional sales tax will not fund expenditures previously paid by property taxes but, rather, would be used for additional projects and programs.

Projects funded by Measure B were as follows:

Paratransit - To provide transit services for seniors and people with disabilities.

Local Streets and Roads - To improve, repair, and overlay city streets.

Bike and Pedestrian - To provide sidewalk and ADA improvements and to implement the bikeway network.

From a pool of funds held by the County, 10.45% is allocated for distribution as a subsidy to cities with paratransit programs. Funds allocated to the City for the paratransit program are received separately from funds received for transportation improvement projects, and they are recorded in a special revenue fund.

An additional 27.34% of the pool is allocated among the cities in the County, based on the cities’ populations and the number of roads within their city limits for other transportation-related projects. Funds allocated for streets are roads; bike lanes and pedestrian lanes are recorded as a capital projects fund.

CITY OF EMERYVILLE

MEASURE B PROGRAM

NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 2023
NOTE 5 – PRIOR YEAR ADJUSTMENTS
In fiscal year 2023, the City determined that there were expenditures in the amount of $20,516 and $7,184 from fiscal year 2022 in the Local Streets and Roads Fund and the Bike and Pedestrian Fund, respectively, that were eligible for reimbursement by an Metropolitan Transportation Commission grant fund. Therefore, the City recorded an adjustment to remove those prior year expenditures out of the Local Streets and Roads Fund and Bike and Pedestrian Fund in fiscal year 2023. This adjustment is reflected in the Measure B Program Statement of Revenues, Expenditures and Changes in Fund Balance for the year ended June 30, 2023.
10 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 INDEPENDENT AUDITOR’S

REPORT ON MEASURE B COMPLIANCE
To the Honorable Members of the City Council
City of Emeryville, California
Report on Compliance for Measure B Program
Opinion on Compliance for Measure B Program
We have audited the City of Emeryville’s (City) compliance with the requirements of laws, regulations, contracts, and grants specified in the Master Programs Funding Agreement between the City and the Alameda County Transportation Commission (Funding Agreement) that could have a direct and material effect on the Alameda County Transportation Commission Measure B Program for the year ended June 30, 2023.

In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on Measure B Program for the year ended June 30, 2023.

Basis for Opinion on the Measure B Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards), and requirements specified in the Funding Agreement. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.

We are required to be independent of the City and to meet our other ethical responsibilities, in accordance with relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion on compliance for the Measure B Program. Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above.

Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards and requirements specified in the Funding Agreement will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. 11 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of the Measure B Program as a whole.

In performing an audit in accordance with GAAS, Government Auditing Standards and the Funding Agreement, we • exercise professional judgment and maintain professional skepticism throughout the audit. • identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the requirements referred to above, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed.

We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and any significant deficiencies and material weaknesses in internal control over compliance that we identified during the audit.

Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

We have also issued a separate Memorandum on Internal Control dated December 14, 2023 which is a critical part of our audit and should be read in conjunction with this report. 12 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements, specified in the Master Programs Funding Agreement between the City and the Alameda County Transportation Commission. Accordingly, this report is not suitable for any other purpose.

Pleasant Hill, California
December 14, 2023
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CITY OF EMERYVILLE, CALIFORNIA

MEASURE BB PROGRAM

FINANCIAL STATEMENTS

FOR THE YEAR ENDED
JUNE 30, 2023
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CITY OF EMERYVILLE

MEASURE BB PROGRAM
Financial Statements
For the Year Ended June 30, 2023
Table of Contents
Page
Independent Auditor’s Report ............................................................................................................... 1 Financial Statements:

Balance Sheet ................................................................................................................................ 3

Statement of Revenues, Expenditures and Changes in Fund Balances ......................................... 4 Notes to Financial Statements ......................................................................................................... 5 Independent Auditor’s Report on Measure BB Compliance ............................................................. 9 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 This Page Left Intentionally Blank
DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 INDEPENDENT AUDITOR’S REPORT
To the Honorable Members of the City Council
Emeryville, California
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of the Alameda County Transportation Commission Measure BB Program of the City of Emeryville (City), California, as of and for the year ended June 30, 2023, and the related notes to the financial statements, which collectively comprise the Measure BB Program’s basic financial statements as listed in the Table of Contents.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Measure BB Program as of June 30, 2023, and the change in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Auditor’s Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with generally accepted auditing standards and Government Auditing Standards will always detect a material misstatement when it exists. 1 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time.

Emphasis of Matter
As discussed in Note 1, the financial statements present only the Measure BB Program and do not purport to, and do not present fairly the financial position of the City as of June 30, 2023, the changes in the financial position for the year then ended in accordance with accounting principles generally 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 December 14, 2023, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters.

The purpose of that report is solely 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 the effectiveness of the City’s 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 Measure BB Program’s internal control over financial reporting and compliance.

Pleasant Hill, California
December 14, 2023
2 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Local Streets Bike and
Paratransit and Roads Pedestrian Totals
ASSETS
Cash and investments $89,524 $1,464,129 $122,119 $1,675,772 Direct local distribution program receivable - Measure BB 14,590 177,794 15,277 207,661 Interest receivable 180 4,002 410 4,592
Total Assets $104,294 $1,645,925 $137,806 $1,888,025

LIABILITIES
Accounts payable $19,486 $74,886 $ $94,372 -
Total Liabilities 19,486 74,886 94,372 -

FUND BALANCE
Restricted for Measure BB Program 84,808 1,571,039 137,806 1,793,653 Total Fund Balance 84,808 1,571,039 137,806 1,793,653
Total Liabilities and Fund Balance $104,294 $1,645,925 $137,806 $1,888,025 See accompanying notes to financial statements

BALANCE SHEET

CITY OF EMERYVILLE

MEASURE BB PROGRAM
JUNE 30, 2023
3 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Paratransit
Local Streets
and Roads
Bike and
Pedestrian Totals

REVENUES
Measure BB Direct Local Distributions $82,283 $1,002,673 $86,157 $1,171,113 Interest Income 1,425 27,888 2,701 32,014
Total Revenues 83,708 1,030,561 88,858 1,203,127

EXPENDITURES
Community services 66,264 66,264
Public works - 559,048 44,117 603,165
Total Expenditures 66,264 559,048 44,117 669,429
Net Change in Fund Balance 17,444 471,513 44,741 533,698 Beginning Fund Balance 67,364 1,099,526 93,065 1,259,955 Ending Fund Balance $84,808 $1,571,039 $137,806 $1,793,653 See accompanying notes to financial statements

MEASURE BB PROGRAM

CITY OF EMERYVILLE

STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCES FOR THE YEAR ENDEDJUNE 30, 2023
4 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE

MEASURE BB PROGRAM

NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Reporting Entity
All transactions of the Alameda County Transportation Commission - Measure BB Program (Measure BB Program) of the City of Emeryville, California (City), are included in a special revenue fund in the basic financial statements of the City. The Measure BB Program is used to account for the City’s share of revenues earned and expenditures incurred under the City’s Paratransit, Local Streets and Roads, and Bike and Pedestrian programs. The accompanying financial statements are for the Measure BB Program only and are not intended to fairly present the financial position of the City and the results of its operations.

B. Basis of Accounting

The accompanying financial statements are prepared 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.

Operating statements of governmental funds present increased (revenues and other financing sources) and decreased (expenditures and other financing uses) in net current assets.

C. 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. The City uses Special Revenue Funds to account for the proceeds of specific revenues (other than for capital projects) that are legally restricted to be expended for specified purposes.

D. Capital Assets

Capital assets, consisting primarily of infrastructure, are recorded as expenditures and are not capitalized since they will be maintained by the City.

F. Fund Balance
Measure BB fund balance is restricted. A restricted fund balance represents amounts that can be spent only for specific purposes because of constitutional provisions or enabling legislations or because of constraints that are externally imposed by creditors, grantors, contributors, or the laws or regulations of other governments.

When an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available, the City considers restricted funds to have been spent first. 5 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE

MEASURE BB PROGRAM

NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 2023
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
G. Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Measure BB Program categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are inputs – other than quoted prices included within level 1 – that are observable for an asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for an asset or liability.

NOTE 2 – MEASURE BB PROGRAM
Under Measure BB, approved by the voters of Alameda County in 2014, the City receives a portion of the proceeds of an additional one percent sales tax to be used for transportation-related expenditures.

These measures were adopted with the intention that the funds generated by the additional sales tax will not fund expenditures previously paid by property taxes but, rather, would be used for additional projects and programs.

Projects funded by Measure BB 2014 were as follows:

Paratransit - To provide transit services for seniors and people with disabilities.

Local Streets and Roads - To improve, repair, and overlay city streets.

Bike and Pedestrian - To provide sidewalk and ADA improvements and to implement the bikeway network.

6 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE

MEASURE BB PROGRAM

NOTES TO FINANCIAL STATEMENTS
For The Year Ended June 30, 2023
NOTE 3 – CASH AND INVESTMENTS
The investment fair value measurements within the fair value hierarchy are established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are significant other observable inputs; and Level 3 inputs are significant unobservable inputs.

Cash and investments are maintained on a pooled basis with those of other funds of the City. Pooled cash and investments consist of U.S. Treasury or its agencies, money market funds investing in such obligations, negotiable certificates of deposit, commercial paper and medium term corporate notes that meet specified rating requirements, mutual funds, guaranteed investment contracts, repurchase agreements, reverse repurchase agreements when authorized by the City’s Council, the State Treasurer’s investment pool (Local Agency Investment Fund), and banker's acceptances. All investments are stated at fair value. Pooled investment earnings are allocated quarterly based on the average quarterly cash and investment balances of the various funds are related entities of the City.

See the City’s Annual Comprehensive Financial Report (ACFR) for disclosures related to cash and investments as prescribed by Governmental Accounting Standards Board Statement No. 40. The ACFR may be obtained from the City of Emeryville, 1333 Park Ave, Emeryville, CA 94608.

NOTE 4 – COMMITMENTS AND CONTINGENCIES
The City participates in several grant programs. These programs may be subject to further examination by the grantors and the amount of expenditures, if any, which may be disallowed by the granting agencies, and cannot be determined at this time. The City expects such amounts, if any, to be immaterial.
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8 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 INDEPENDENT AUDITOR’S REPORT ON MEASURE BB COMPLIANCE
To the Honorable Members of the City Council
City of Emeryville, California
Report on Compliance for Measure BB Program
Opinion on Compliance for Measure BB Program
We have audited the City of Emeryville’s (City) compliance with the requirements of laws, regulations, contracts, and grants specified in the Master Programs Funding Agreement between the City and the Alameda County Transportation Commission (Funding Agreement) that could have a direct and material effect on the Alameda County Transportation Commission Measure BB Program for the year ended June 30, 2023.

In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on Measure BB Program for the year ended June 30, 2023.

Basis for Opinion on the Measure BB Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards), and requirements specified in the Funding Agreement. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.

Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above.

9 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards and requirements specified in the Funding Agreement will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of the Measure BB Program as a whole.

In performing an audit in accordance with GAAS, Government Auditing Standards and the Funding Agreement, we
• exercise professional judgment and maintain professional skepticism throughout the audit. • identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the requirements referred to above, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed.

Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of the Measure BB Program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of the Measure BB Program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of the Measure BB Program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.
10 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

We have also issued a separate Memorandum on Internal Control dated December 14, 2023 which is a critical part of our audit and should be read in conjunction with this report.

The purpose of this report on internal control over compliance is solely to describe the scope of our testing of internal control over compliance and the results of that testing based on the requirements, specified in the Master Programs Funding Agreement between the City and the Alameda County Transportation Commission. Accordingly, this report is not suitable for any other purpose.

Pleasant Hill, California
December 14, 2023
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CITY OF EMERYVILLE, CALIFORNIA

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE (VRF)

MEASURE F PROGRAM

FINANCIAL STATEMENTS
FOR THE YEAR ENDED JUNE 30, 2023
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CITY OF EMERYVILLE

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE (VRF)

MEASURE F PROGRAM

FINANCIAL STATEMENTS
For The Year Ended June 30, 2023
Table of Contents
Page
Independent Auditor’s Report .................................................................................................................... 1 Financial Statements:

Balance Sheet ........................................................................................................................ 5

Statement of Revenues, Expenditures and Changes in Fund Balance .................................. 6 Notes to the Financial Statements ........................................................................................... 7 Independent Auditor’s Report on Alameda County Transportation Commission Vehicle Registration Fee (VRF) Measure F Program Compliance ................................................. 11 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 This Page Left Intentionally Blank
DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 INDEPENDENT AUDITOR’S REPORT
To the Honorable Members of the City Council
City of Emeryville, California
Report on the Audit of the Financial Statements
Opinion
We have audited the accompanying financial statements of the Alameda County Transportation Commission Vehicle Registration Fee (VRF) Measure F Program (Measure F Program) of the City of Emeryville (City), California, as of and for the year ended June 30, 2023, and the related notes to the financial statements which collectively comprise the Measure F Program’s basic financial statements as listed in the Table of Contents.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Measure F Program as of June 30, 2023, and the change in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America.

In performing an audit in accordance with generally accepted auditing standards and Government Auditing Standards, we:
• Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements.
• Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the City’s ability to continue as a going concern for a reasonable period of time.

Emphasis of Matter
As discussed in Note 2, the financial statements present only the Measure F Program and do not purport to, and do not present fairly the financial position of the City as of June 30, 2023, the changes in the financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Our opinion is not modified with respect to this matter. 2 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated December 14, 2023, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters.

The purpose of that report is solely 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 the effectiveness of the City’s 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 Measure F Program’s internal control over financial reporting and compliance.

Pleasant Hill, California
December 14, 2023
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CITY OF EMERYVILLE

ALAMEDA COUNTY TRANSPORTATION COMMISSION
JUNE 30, 2023
Local
Streets and
Roads
ASSETS
Cash and investments $100,123
Direct local distribution program receivable - Measure F 9,310 Interest receivable 271
Total Assets $109,704
Liabilities
Accounts payable $2,500
Total liabilities 2,500

FUND BALANCE
Restricted for vehicle registration fee program and projects 107,204 Total Fund Balance 107,204
Total Liabilities and Fund Balance $109,704
See accompanying notes to financial statements

BALANCE SHEET

VEHICLE REGISTRATION FEE MEASURE F PROGRAM
5 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE

ALAMEDA COUNTY TRANSPORTATION COMMISSION

STATEMENT OF REVENUES, EXPENDITURES AND CHANGES IN FUND BALANCE FOR THE YEAR ENDED JUNE 30, 2023
Local
Streets and
Roads

REVENUES
Measure F direct local distribution funds allocation $50,755 Interest income 2,134
Total Revenues 52,889

EXPENDITURES
Public works and transportation 53,234
Total Expenditures 53,234
Net Change in Fund Balance (345)
Beginning Fund Balance 107,549
Ending Fund Balance $107,204
See accompanying notes to financial statements

VEHICLE REGISTRATION FEE MEASURE F PROGRAM
6 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE, CALIFORNIA

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE (VRF) MEASURE F PROGRAM
Notes to the Financial Statements
For The Year Ended June 30, 2023
NOTE 1 – BACKGROUND
Measure F Program - Alameda County Transportation Commission Vehicle Registration Fee Measure F Program (Measure F Program) was approved by the voters in November 2010, with 63 percent of the vote. The fee will generate about $10.7 million per year by a $10 per year vehicle registration fee. The collection of the $10 per year vehicle registration fee started in the first week of May 2011. The goal of the VRF Program is to sustain the County’s transportation network and reduce traffic congestion and vehicle related pollution. The program includes four categories of projects:
• Local Road Improvement and Repair Program (60 percent) • Transit for Congestion Relief (25 percent)
• Local Transportation Technology (10 percent)
• Pedestrian and Bicyclist Access and Safety Program (5 percent) The Alameda County Transportation Commission administers the program and distributes an equitable share of the funds among the four planning areas of the county over successive five year cycles. Geographic equity will be measured by a formula, weighted 50 percent by population of the planning area and 50 percent of registered vehicles of the planning area.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Reporting Entity – All transactions of the Measure F Program of the City of Emeryville, California (City), are included in a special revenue fund in the basic financial statements of the City.

The accompanying financial statements include the Measure F Program only and are not intended to fairly present the financial position, results of operations and cash flows of the City in conformity with accounting principles generally accepted in the United States of America.

Basis of Accounting – The accompanying financial statements are prepared 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 accounting and financial reporting treatment applied to a fund is determined by its measurement focus. All governmental funds are accounted for using a “current financial resources” measurement focus, wherein only current assets, and deferred outflows of resources, and current liabilities, and deferred inflows of resources, generally are included on the balance sheets. Operating statements of governmental funds presents increases (revenues and other financing sources) and decreases (expenditures and other financing uses) in net current assets. 7 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE, CALIFORNIA

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE (VRF) MEASURE F PROGRAM
Notes to the Financial Statements
For The Year Ended June 30, 2023
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
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.

Special Revenue Fund – to account for the proceeds of specific revenues (other than for capital projects) that are legally restricted to be expended for specified purposes.

Cash and Investments – The Measure F Program’s cash and cash equivalents are considered to be cash on hand, demand deposits and short-term investments with original maturities of three months or less from the date of acquisition.

Fund Balance – The Measure F Program’s fund balance is restricted. A restricted fund balance represents amounts that can be spent only for specific purposes because of constitutional provisions or enabling legislation or because of constraints that are externally impose by creditors, grantors, contributors, or the laws or regulations of other governments.

When an expenditure is incurred for purposes for which both restricted and unrestricted fund balance is available, the City considers restricted funds to have been spent first.

Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The fair value hierarchy categorizes the inputs to valuation techniques used to measure fair value into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs are inputs – other than quoted prices included within level 1 – that are observable for an asset or liability, either directly or indirectly.

Level 3 inputs are unobservable inputs for an asset or liability.

Use of Estimates – Management uses estimates and assumptions in preparing the financial statements. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.
8 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

CITY OF EMERYVILLE, CALIFORNIA

ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE (VRF) MEASURE F PROGRAM
Notes to the Financial Statements
For The Year Ended June 30, 2023
NOTE 3 – CASH AND INVESTMENTS
The investment fair value measurements within the fair value hierarchy are established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure fair value of the assets. Level 1 inputs are quoted prices in an active market for identical assets; Level 2 inputs are significant other observable inputs; and Level 3 inputs are significant unobservable inputs.

Cash and investments are maintained on a pooled basis with those of other funds of the City. Pooled cash and investments consist of U.S. government securities, bankers’ acceptances, commercial paper, medium term notes, repurchase agreements, deposits with banks, and participation in the California Local Agency Investment Fund. All investments are stated at fair value. Pooled investment earnings are allocated monthly based on the average monthly cash and investment balances of the various funds and related entities of the City.

NOTE 4 – COMMITMENTS AND CONTINGENCIES

The City participates in several grant programs. These programs may be subject to further examination by the grantors and the amount of expenditures, if any, which may be disallowed by the granting agencies, and cannot be determined at this time. The City expects such amounts, if any, to be immaterial.
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DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 INDEPENDENT AUDITOR’S

REPORT ON ALAMEDA COUNTY TRANSPORTATION COMMISSION

VEHICLE REGISTRATION FEE (VRF)

MEASURE F PROGRAM COMPLIANCE
To the Honorable Members of the City Council
City of Emeryville, California
Report on Compliance for Measure F Program
Opinion on Compliance for Measure F Program
We have audited the City of Emeryville’s (City) compliance with the requirements of laws, regulations, contracts, and grants specified in the Master Programs Funding Agreement between the City and the Alameda County Transportation Commission (Funding Agreement) that could have a direct and material effect on the Alameda County Transportation Commission Measure F Program for the year ended June 30, 2023.

In our opinion, the City complied, in all material respects, with the types of compliance requirements referred to above that could have a direct and material effect on Measure F Program for the year ended June 30, 2023.

Basis for Opinion on the Measure F Program
We conducted our audit of compliance in accordance with auditing standards generally accepted in the United States of America (GAAS); the standards applicable to financial audits contained in Government Auditing Standards issued by the Comptroller General of the United States (Government Auditing Standards), and requirements specified in the Funding Agreement. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of Compliance section of our report.

Our audit does not provide a legal determination of the City’s compliance with the compliance requirements referred to above.

Responsibilities of Management for Compliance
Management is responsible for compliance with the requirements referred to above and for the design, implementation, and maintenance of effective internal control over compliance with the requirements of laws, statutes, regulations, rules and provisions of contracts or grant agreements applicable to the Measure F Program.
11 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Auditor’s Responsibilities for the Audit of Compliance
Our objectives are to obtain reasonable assurance about whether material noncompliance with the compliance requirements referred to above occurred, whether due to fraud or error, and express an opinion on the City’s compliance based on our audit. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS, Government Auditing Standards and requirements specified in the Funding Agreement will always detect material noncompliance when it exists. The risk of not detecting material noncompliance resulting from fraud is higher than for that resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Noncompliance with the compliance requirements referred to above is considered material if there is a substantial likelihood that, individually or in the aggregate, it would influence the judgment made by a reasonable user of the report on compliance about the City’s compliance with the requirements of the Measure F Program as a whole.

In performing an audit in accordance with GAAS, Government Auditing Standards and the Funding Agreement, we
• exercise professional judgment and maintain professional skepticism throughout the audit. • identify and assess the risks of material noncompliance, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the City’s compliance with the compliance requirements referred to above and performing such other procedures as we considered necessary in the circumstances. • obtain an understanding of the City’s internal control over compliance relevant to the audit in order to design audit procedures that are appropriate in the circumstances and to test and report on internal control over compliance in accordance with the requirements referred to above, but not for the purpose of expressing an opinion on the effectiveness of the City’s internal control over compliance. Accordingly, no such opinion is expressed.

Report on Internal Control Over Compliance
A deficiency in internal control over compliance exists when the design or operation of a control over compliance does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct, noncompliance with a type of compliance requirement of the Measure F Program on a timely basis. A material weakness in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance, such that there is a reasonable possibility that material noncompliance with a type of compliance requirement of the Measure F Program will not be prevented, or detected and corrected, on a timely basis. A significant deficiency in internal control over compliance is a deficiency, or a combination of deficiencies, in internal control over compliance with a type of compliance requirement of the Measure F Program that is less severe than a material weakness in internal control over compliance, yet important enough to merit attention by those charged with governance.
12 DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957 Our consideration of internal control over compliance was for the limited purpose described in the Auditor’s Responsibilities for the Audit of Compliance section above and was not designed to identify all deficiencies in internal control over compliance that might be material weaknesses or significant deficiencies in internal control over compliance. Given these limitations, during our audit we did not identify any deficiencies in internal control over compliance that we consider to be material weaknesses, as defined above. However, material weaknesses or significant deficiencies in internal control over compliance may exist that were not identified.

Our audit was not designed for the purpose of expressing an opinion on the effectiveness of internal control over compliance. Accordingly, no such opinion is expressed.

We have also issued a separate Memorandum on Internal Control dated December 14, 2023 which is a critical part of our audit and should be read in conjunction with this report.

Pleasant Hill, California
December 14, 2023
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DocuSign Envelope ID: 97F33074-ECCB-460C-B027-87980EEAB957

Emeryville City CouncilJanuary 16, 2024

Emeryville City Council
January 16, 2024