Loading...
05 May 7, 1997 Budget & Finance• • • V � 911 C_ ,l RIVERSIDE COUNTY TRANSPORTATION COMMISSION BUDGET AND FINANCE COMMITTEE (COMMISSIONERS MICHAEL BARRY, WILLIAM KLEINDIENST, JACK VAN HAASTER) RIVERSIDE COUNTY TRANSPORTATION COMMISSION 3560 UNIVERSITY AVENUE, SUITE 100 RIVERSIDE, CALIFORNIA 92501 12:30 P.M. WEDNESDAY, MAY 7, 1997 AGENDA 1. CALL TO ORDER. 2. APPROVAL OF MINUTES. 3. PUBLIC COMMENTS. 4. ADDITIONS/REVISIONS. 5. ADMINISTRATIVE ITEMS/FIN,' NVAL ITEMS. 5A. UCR Audit Study. Overview Staff is recommending that the Commission discuss the audit study findings and recommendations and take possible action. 5B. Recurring Contracts 97/98 Proposed Budget. Overview That the Commission approve the highlighted changes to the submitted list of recurring contracts and authorize the Executive Director to execute contracts not to exceed the listed amount, and where applicable, subject to Legal Counsel review. 5C. Proposed FY 1997/98 Budget. Overview Staff is recommending that the Commission review the budget and solicit public comments. Continue the public hearing till June for final adoption. 000001 Page 2 Agenda - Budget/Finance Committee May 7, 1997 • 5D. Resolution No. 97-08 Authorizing the Issuance of Sales Tax Revenue Senior and Junior Bonds. Staff is recommending that the Commission: 1) Approve Resolution No. 97-08 Authorizing the Issuance and Sale of Sales Tax Revenue Bonds (Limited Tax Bonds) 1997 Series A, Authorizing the Issuance and Sale of Junior Sales Tax Revenue Bonds (Limited Tax Bonds) 1997 Series B, and Other Matters Related Thereto; and, 2) authorize a reduction in the commercial paper facility from $76,875,000 to $51,500,000 once the commercial paper notes are refunded. 5E. Termination of City of Murrieta Loan Commitment. Overview The Commission in 1992 granted a commitment to the City of Murrietta to fund road improvements to an interchange at the junction of the 1-215 and Murrietta Hot Springs Road. The Commission committed up to $ 17,000,000 for the improvements contingent obtaining a firm bank commitment of fund construction of the mall. In December 1996, at the request of the City of Murrietta, the Commission granted conceptual approval to reduce the loan commitment from $ 17,000,000 to $6,000.000, with the proceeds to be used for other road improvements in Murrietta unrelated to the Mall development. Since that time, the City of Murrietta has decided to pursue other financing options and has terminated their $17,000,000 agreement with the Commission. The $6,000,000 agreement was never executed. Staff will instruct the fiscal agent to release all funds now held to the City of Murrietta. This item is for receive and file. 5F. Investment Report for Quarter Ending March 31, 1997. Overview Presented is the quarterly investment report as required by state law and Commission policy. The County's Investment Report for the month ending March 31, 1997 is also presented. This item is for receive and file. 5G. Monthly Cost and Schedule Reports. Overview Material depicts the current costs and schedule status of contracts reported by routes, commitments, and cooperative agreements executed by the Commission. For each contract and agreement, the report lists the authorized value approved by the Commission, percentage of contract amount expended to date, and the project expenditures by route with status for the month ending March 31, 1997. This item is for receive and file. Onn0f) Page 3 Agenda - Budget/Finance Committee May 7, 1997 5H. GFOA Distinguished Budget Award. Overview The Government Finance Officers Association's Distinguished Budget Award Program, established in 1984, recognizes agencies which prepare budgets that are considered exemplary. The budgets are evaluated using a comprehensive list of standards and those determined to be proficient receive the award. The budget must be an effective policy tool, operational and financial plan, and a communication device. The Commission is one of only about sixty agencies in the entire state who have been recognized with this award. It was a "herculean" effort on the part of all Commission staff to complete the budget document. A comprehensive document of this type cannot be completed by one person, and no one individual deserves all the credit. Recognition should also go to Geographics for graphics design, and to Bechtel staff for technical support. This item is for receive and file. 51. SCAG Overall Work Program Guidelines; Discussions With CVAG and WRCOG Related to FY 1997-98 Work Items. Overview Staff is recommending, subject to concurrence by CVAG and WRCOG, include funding from SCAG in RCTC's FY 1997-98 Budget for selected work items. 6. HIGHWAYS/LOCAL STREETS AND ROADS. 6A. Update on Request from the City of Perris to Accelerate Improvements to State Route 74 Between 1-15 and 7th Street in the City of Perris. Overview Staff is recommending options with respect to the issues of the Ethanac realignment and Accelerating project(s) on State Route 74, as well as direction that staff bring back the State Route 74 safety issue at the June 1997 Commission meeting. 6B. Entering Agreement with the County of Riverside to Provide GIS Information to Support the State Route 79 Realignment Study in the Hemet/San Jacinto Area. Overview Staff is recommending that the Commission authorize RCTC Chair to enter into an agreement with the County of Riverside to provide GIS information that is required to perform the State Route 79 realignment studies and approve the requested annual fee of $ 15,000, subject to Legal Counsel review and approval. 000003 Page 4 Agenda - Budget/Finance Committee May 7, 1997 6C. Amendment 5 to Agreement RO 91-01 with URS Greiner to Prepare Plans, Specifications, and Estimates (PS&E) for the SR 91 Noise Walls. Overview Staff is recommending that the Commission award Amendment 5 to URS Greiner's Contract RO 91-01 to perform utility coordination and right-of-way engineering for an amount of $87,622 for a new contract amount not to exceed $1,960,559. The extra work funds will remain at $78,688.40. A standard contract amendment will be used to execute Amendment 5. All other terms and conditions of the original agreement and previous amendments will remain in effect. 6D. Amendment to FY 1997-2001 Measure "A" Five -Year Capital Improvement Plan for the City of Blythe. Overview The Measure "A" Ordinance requires each recipient of streets and roads monies to annually provide to the Commission a five-year plan on how those funds are to be expended in order to receive disbursements for local streets and roads. Any subsequent additions, deletions, or substitutions to the Plan must also be approved by the Commission. The City of Blythe is requesting Commission approval to amend their previously approved FY 1997-2001 Plan. 7. RAIL. 7A. Metrolink Fiscal Year 1997/98 Preliminary Budget. Overview Staff is recommending that the Commission adopt the Metrolink FY 1997/98 Preliminary Budget and approve an RCTC budget allocation to the Southern California Regional Rail Authority in an amount not to exceed $3,650,000. 7B. Potential Dedication of RCTC Land in the City of Perris for a Bus/Rai/ Maintenance Facility. Overview Staff is recommending that the Commission approve the offer of dedication of land in Downtown Perris to the Riverside Transit Agency for development of a bus maintenance facility, providing that such facility be designed to accommodate the future maintenance of self -motorized rail cars for rail passenger service on the San Jacinto rail line. 000q 1 • • Page 5 Agenda - Budget/Finance Committee May 7, 1997 8. TRANSIT/RIDESHARE/BICYCLE AND PEDESTRIAN. 8A. FY 1998 Measure A Specialized Transit Program for the Western Riverside County. Overview The Citizens' Advisory Committee/Social Service Transportation Advisory Council and staff are recommending that the Commission extend the length of the existing contracts with the non-profit providers by 90 days and provide a three-month allocation of Measure A Specialized Transit funds based on FY 97 allocation levels. 8B. Meditrans Services --Request to Retain Non -Expended Allocation of Measure A Specialized Transit Funds. Overview Staff is recommending that the Commission approve Meditrans Services retaining its balance of FY 1996 allocated Measure A Specialized Transit Funds totaling $6,981 for use in the purchase of a new agency phone system, with any balance remaining after the capital purchase being used for operating assistance. 8C. FY 1993-94 SB 821 Program Extension for the County of Riverside. Overview Staff is recommending that the Commission grant the County of Riverside a twelve- month extension to June 30, 1998 to complete the FY 1993-94 SB 821 Santa Ana River Bikeway Phase IIIB Project as requested. 9. ADJOURNMENT. 000005 • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION 97-03 BUDGET AND FINANCE COMMITTEE April 2, 1997 MINUTES 1. CALL TO ORDER. Chairperson Bob Buster called the meeting of the Budget/Finance Committee to order at 1:30 p.m. at the Riverside County Transportation Commission, 3560 University Avenue, Suite 100, Riverside, California 92501. Members Present Michael Barry Will Kleindienst 2. APPROVAL OF MINUTES. M/S/C to approve the meeting minutes of March 5, 1997. 3. PUBLIC COMMENTS. There were no public comments. 4. ADDITIONS/REVISIONS. There were no additions/revisions. 5. ADMINISTRATIVE ITEMS/FINANCIAL ITEMS. 5A. Proposal to Change Committee Meeting Time. M/S/C to change the Budget and Finance Committee meeting time from 1:30 P.M. to 12:30 P.M., and that Legal Counsel prepare an amendment to the bylaws to present to the Commission for approval. 5B. 97/98 Program Goals & Objectives with Draft Budget. ti Jack Reagan asked that staff look at SCAG's OWP Guidelines to see if there are some funds that may be made available to the subregions that should come to RCTC. M/S/C that the Commission approve the policy goals and program mission statements, goals, and objectives. 000447 Page 2 Minutes - Budget/Finance Committee April 2, 1997 5C. Reaffirmation of Underwriting Team. M/S/C that the Commission select Smith Barney, Paine Webber, Piper Jaffray, Bear Stearns and Artemis Capital as the underwriting team for the commercial paper refunding issue, with Smith Barney and Paine Webber remaining as senior and co senior managers, respectively. 5D. Review of Recurring Contracts. M/S/C that a three -member Committee composed of one member each from the Budget and Finance Committee, the Personnel Committee, and the Chairman be created to review existing recurring contracts to determine which, if any, contracts should be proposed for change. It is also recommended that the Chairman make appropriate appointments. 5E. Monthly Cost and Schedule Reports. M/S/C that the Commission receive and file. 6. HIGHWAYS/LOCAL STREETS AND ROADS. 6A. Award of Contract to Engineering Resources to Obtain Plans, Specifications and Estimate for a Park-n-Ride Lot in Moreno Valley near Pigeon Pass/Frederick Street. M/S/C that the Commission award a contract to Engineering Resources for an amount of $34,040 to complete the preparation of the PS&E package for a park-n-ride lot to be located at Pigeon Pass/Frederick Street. A contingency amount of $5,000 will be established to resolve unforseen design problems. The total not to exceed amount of the agreement will be $39,040. The model consultant agreement will be used for this contract. 6B. Amendment 7 to Contract RO-9306 with Converse Consultants to perform Geotechnical Services for the Lamb Canyon Fill Slope Failures and Repair Work. M/S/C that the Commission award Amendment 7 to Agreement RO 93-06 with Converse Consultants for the amount of $20,000 for a revised contract amount of $513,141 and have $5,000 authorized for possible future extra work for a new not to exceed value of $518,141. A standard contract amendment will be used to amend the contact. • • 410 000008 Page 3 Minutes - Budget/Finance Committee April 2, 1997 • 7. RAIL. 7A. Follow-up Presentation of Electronic Security Surveillance Findings and Request for Direction from Commission on How to Proceed. M/S/C that the Commission approve in concept the need for an electronic surveillance system for the Riverside rail stations. The surveillance system will be installed in phases with the first phase being the Downtown station for a base amount not to exceed $160,000 with a contingency amount of $40,000 for a total not to exceed amount of $200,000. Notwithstanding the presence of the surveillance system, guards will be maintained at all stations between the times that passengers are first boarded in the moming and the final train arrives in the evening. Future development of the surveillance system at the remaining stations should generally follow the recommendations contained int he staff report. 8. TRANSIT/RIDESHARE 8A. Update on Inter -County Services. M/S/C that the Commission: 1) Revise our current policy of only paying for miles within our own County and recommend that the funning of each intercounty bus service be take on a case by case basis; 2) agree to continue supporting the weekend travel option to Montclair and pursue the option of RTA directly operating the service through an extension of their Route 49. 8B. Amendment to FY 1997-2001 Measure ;4 "Five -Year Capital Improvement Plan for the City of Norco. M/S/C that the Commission approve the amendment to the FY1997-2001 Measure "A" Five -Year Capital Improvement Plan for the City of Norco as submitted. 9. ADJOURNMENT. There being no further business to come before the Budget/Finance Committee, the meeting was adjourned at 2:00 p.m. Resp- : fully v�ubmitted, aver erk'of the Commis • • • • RIVERSIDE COUNTY TRANSPORTA TION COMMISSION DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Dean Martin, Chief Financial Officer SUBJECT: UCR Audit Study Staff approached the Commission in March with concerns of some funding recipients that the Commission's audits are disruptive, duplicative, and expensive. Although not yet formally contacted by any agency, staff decided to be proactive recognizing that there might be legitimate issues that warranted a closer look. Staff agreed to study the issue and return in sixty days with a response. To complete the study, staff felt it best that an independent consultant be engaged. To that end, UC Riverside was contacted for assistance. Eric Rollands, PH.D, an Assistant Professor at UCR, has completed his study and will be present at the meeting to discuss his methodology, findings, and recommendations. STAFF RECOMMENDATION: That the Commission discuss the audit study findings and recommendations and take possible action. 000011 • • • (1OA8) RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Dean Martin, Chief Financial Officer SUBJECT: Recurring Contracts 97/98 Proposed Budget Attached is the Schedule of Recurring Contracts, representing consultants that have historically been used by the Commission to provide a number of services on an annual basis. The nature of the services does not typically vary from year to year. This item would authorize the Executive Director to execute contracts, using standard contract provisions and subject to legal counsel review. The contract values may be lower, but not higher than the listed amount. Financial Assessment Project Cost See attached schedule Source of Funds Various Y Year Included in Fiscal Year Budget Included in Program Budget N/A Year Programmed Approved Allocation N/A Year of Allocation Budget Adjustment Required N Financial Impact Not Applicable STAFF RECOMMENDATION: That the Commission approve the highlighted changes to the attached list of recurring contracts and authorize the Executive Director to execute contracts not to exceed the listed amount, and where applicable, subject to Legal Counsel review. 000013 RIVERSIDE COUNTY TRANSPORTATION COMMISSION SCHEDULE OF RECURRING CONTRACTS FOR FISCAL YEAR ENDED JUNE 30, 1998 Consultant Type of Service 96/97 Budget 96/97Budget 97/98Budget Change Change Bechtel Corp. Project Management $1,030,525 $1,030,525 $988,000 Best,Best, & Krieger General Legal Services 463,500 763,500 483,500 Charles Bell Financial Advisory 65,000 65,000 72,500 $7,500 11.596 Smith & Kempton Legislative Advocate/Program Support 96,000 96,000 97,610 $1,610 1.7% Ernst & Young Audit Services 325,000 325,000 383,807 $58,807 18.1 % Cliff Madison Federal Lobbyist 24,000 24,000 47,610 $23,610 98.4% Inland Transportation Services' Commuter Assistance Program Mgmt. 686,349 686,349 895,157 $208,808 30.4% O'Melveny & Myers Bond Counsel 50,000 50,000 50,000 $0 0.0% Schiermeyer Consulting Rail Consultant 150,000 150,000 150,000 $0 0.0% Valley Planning & Research Planning & Programming 60,000 90,000 80,000 Tele Trans Tek Services Call Box/Traf. Counter 450,000 450,000 95,000 'Note: Does not include amounts for the SANSAG program. 0 0 co 0 F: \useirj*eprintUm\recret98. wk4 Original Revised Proposed Dollar Percent $2,950,374 $3,280,374 $3,248,184 ($32,190) -1.1% • • • RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Dean Martin, Chief Financial Officer SUBJECT: Proposed FY 1997/98 Budget The attached document represents a draft of the Proposed FY 1997/98 Budget. The Commission's administrative code requires a public hearing prior to adoption of the budget. The code further requires that a budget must be adopted no later than June 15th. Also, as required, anotice of the public hearing was published in the newspaper. Staff will be prepared to discuss the budget in detail, but is not recommending actual adoption until the June meeting. A few additional goals and objectives have been added, including broad objectives for the Commission. All changes have been highlighted in bold type. For those intimidated by the size of the budget, I would suggest focusing on the Executive Summary. The remainder of the budget document will provide a greater level of detail for the more ambitious. Financial Assessment Project Cost See attached Source of Funds Included in Fiscal Year Budget Year Included in Program Budget Year Programmed Approved Allocation Year of Allocation Budget Adjustment Required Financial Impact Not Applicable STAFF RECOMMENDATION: That the Commission review the budget and solicit public comments. Continue the public hearing till June for final adoption. Attachment 000016 RIVERSIDE COUNTY TRANSPORTATION COMMISSION PROPOSED BUDGET Fiscal Year Ending June 30, 1998 Prepared by Finance and Accounting DRAFT 000017 TABLE OF CONTENTS 1. Budget Transmittal Letter 2. Executive Summary 3. Commission Policy Goals & Objectives 4. Revenues 5. Debt Summary 6. Fund Budgets 7. Department Budgets Administration Finance & Accounting Project Development & Implementation Special Transportation Transportation Planning & Programming Rail Transportation Program Motorist Assistance Property Management DRAFT II Paqe No. 000018 • • BUDGET TRANSMITTAL LETTER 00001. g • DRAFT • • • The Riverside County Transportation Commission has grappled with a number of issues relating to funding shortfalls, project selection and prioritization, and institutional reform. This fiscal year will be a pivotal one for the Commission in terms of seeking and implementing solutions to these major issues. To successfully achieve this, the Commission will seek to work cooperatively with the various local and subregional agencies within the county to arrive at mutually acceptable conclusions. The Commission realizes that there must be a unique approach to resolving the differing points of view and ensuring that it continues to address the needs of all of its stakeholders --elected officials within the county and the jurisdictions they serve, and the voters. This will mean that the energy and skills of policy makers and staff will be focused on both aggressive program and project implementation and relationship development, consensus building, and communication enhancement. The Challenge of Revenue Generation The challenge of identifying sufficient revenue sources will be accorded considerable attention in the coming year. With the imminent re -authorization of ISTEA, intense lobbying efforts will be directed toward maximizing funding allocation for the state, and specifically for the County of Riverside. The Commission intends by its direct involvement and interaction with local congressional representatives to assist in shaping the outline and defining specifics of any approved legislation. Critical transportation decisions from a timing, funding, and project selection standpoint, need to be moved from the quagmire of Washington politics into the hands of local decision makers. More responsive and useful decisions can be made by those closest to the source. The state's economic picture continues to improve, providing a basis for optimism that the State Transportation Improvement Plan will once again become a real working plan rather than a wish list of unattainable projects. Anticipated legislative reform of transportation funding in California(an effort which failed in the prior legislative session), will revolutionize the process in the state by providing greater local autonomy and flexibility in the determination of funding priorities and project selection. The Commission must face the funding shortfall by looking beyond traditional sources and gaging public receptivity to creative and more stable methods for financing new infrastructure development and ongoing maintenance. Toll facilities are being increasingly used throughout the state, and appear to be experiencing some success. A number of corridors can potentially be converted to toll facilities in the County. Locations currently under study are located in western Riverside County --one in the southern end of the City of Corona and another just to the west of the City of Corona along Route 71 between the San Bernardino County line and State Route 91. Project Prioritization and Selection The Commission adopted a Strategic Plan which included a priority listing of projects based on Measure A. That document will guide the Commission as it moves forward with design and construction of projects. The sequential listing of the projects can be changed if opportunities present themselves that allow for accelerated completion of specific projects within the 0 0 0 0 2 n DRAFT framework of the Measure A Transportation Improvement Plan. It is recognized in the Strategic Plan that not all Measure A projects included in the original ballot can be completed within the twenty year time frame. This will not preclude the Commission from continually seeking funds for the eventual completion of those projects. For example, one of the projects in question is operation of commuter rail service on the San Jacinto branch line. For the foreseeable future, there is no available funding for capital improvements or operations and maintenance. Yet, the Commission recently took action to expend Congestion Mitigation and Air Quality funding to make limited improvements to sections of the line that will facilitate freight movement in the County. This was done partly to promote economic development within the County, but also these improvements can be used for commuter rail service whenever it occurs on the San Jacinto branch line. In addition to completing Measure A projects, a number of needs not anticipated by Measure A have developed within the County. New cities have incorporated whose transportation problems were not addressed by the Measure. To the extent possible, the Commission has attempted to address those needs with other funding sources controlled and allocated by the Commission. A process is now ongoing to assess the project needs within the County and to build a consensus for an extension of Measure A. Statewide efforts are planned to place before the voters at the next general election an initiative that would generate tax dollars for specific identified projects throughout the State. The Commission will monitor this initiative and determine if Riverside County needs can be partially or fully addressed with this tax measure. Institutional Restructuring? The Commission operates in a dynamic environment where change is the rule of the day. Organizational restructuring is under serious discussion among elected officials in the County. Can the Commission best serve the County's transportation needs as currently structured or is consolidation with others, expansion of the board, or other alternatives needed? The Commission was.established in 1976 as a transportation oversight body for the County of Riverside. Specifically it provided short range transit planning, programming of various transportation funding sources, and general coordination of County transportation priorities. With the advent of Measure A, the Commission became a major capital project implementation agency. The Commission has performed these roles with a small board consisting of seven voting commissioners. The board was structured to represent the County and cities with direct citizen participation via a citizen member. The representatives for the cities are selected by the Mayors and Councilmen's Association for the County of Riverside. Theoretically, those representatives are responsible for the concerns of all of the cities. The seven member representative board has enabled the Commission to effectively make decisions and move forward with rapid project implementation. There are elected officials who are concerned that this structure, while heretofore effective, has excluded widespread participation in decision making by all areas of the County. Still others believe that some of the functions of the Commission are duplicative of other agencies within the County. These two concerns are driving efforts to look at alternative structures that will preserve effective and entrepreneurial government 000021 • DRAFT with expanded representation. Fiscal year 1997/98 may well bring profound changes to how transportation decisions are coordinated and solutions implemented within the County of Riverside. GFOA Distinguished Budget Award The Government Finance Officers Association of the United States and Canada(GFOA) presented an award of Distinguished Budget Presentation of the Riverside County Transportation Commission for its annual budget for the fiscal year beginning July 1, 1996. In order to receive this award, a governmental unit must publish a budget document that meets program criteria as a policy document, as an operations guide, as a financial plan and as a communication device. The award is valid for a period of one year only. We believe our current budget continues to conform to program requirements, and we are submitting it to GFOA to determine its eligibility for another award. Acknowledgements The 1997/98 Proposed Budget was a coordinated effort involving the policy makers, staff, and consultants. For the first time in the history of the Commission, broad policy goals with related objectives have been included. A synergy can now be developed between Commission goals and department and individual efforts. Recognizing that a defined culture fosters dedication to common goals, the current year budget process has been recognized as a key tool in defining and shaping a Commission culture. The document completed by staff is one of many steps needed to ensure that our defined culture is understood and accepted by policy makers and staff. There have been so many who have contributed excellent and valuable input to this year's budget, that it would be difficult to single out individuals or consultants for special commendation. It is hoped that future efforts will inspire as much involvement and committment as exhibited in the completion of the 1997/98 Proposed Budget. 0000 " • EXECUTIVE SUMMARY • DRAFT 000023 • • • EXECUTIVE SUMMARY DRAFT The Riverside County Transportation Commission has grappled with a number of issues relating to funding shortfalls, project selection and prioritization, and institutional reform. This fiscal year will be a pivotal one for the Commission in terms of seeking and implementing solutions to these major issues. In September 1996 the Commission adopted a strategic plan, the Measure A Vision and Strategy Paper, for completion of Measure A highway and commuter rail projects. While prioritizing a specific list of projects, the plan allowed for inclusion of other projects as opportunities present themselves. The major capital projects included in the budget were selected consistent with that criteria. While the plan does not specifically address all of the Commission's various Measure A and non Measure A programs, it can be safely assumed the remaining programs/projects in the 1997/98 budget are consistent with the Measure A Expenditure Plan(included in the Measure A ordinance) or state law, regulation, and Commission practice. Budget Overview Total revenues are budgeted at $86,873,628. The Commission will issue additional debt either in the form of commercial paper notes or long term serial bonds up to $$6,760,000(exclusive of refunding bonds and proceeds for local financing). Total projected remaining fund balance at June 30, 1997 available for expenditures(exclusive of debt service reserves of $23, 947,12.1, loans receivables for $14,272,773, and prepaid lease for $1,071,080) is $28,768,633. Total sources of funds will be $115,642,261 a decrease of 31.1 % over fiscal year 1997. The decrease is attributable to spending the remaining 1993 bond proceeds. Total expenditures are budgeted at $108,128, 838 $1, 723, 617 for 64.2% Where the Money Comes From 5.9% 22.2% 2.5% 6.4% 5.2% 15.8% 0 Legend Measure A Other Sales Tax State/Federal Local/Other Debt Proceeds Interest Revenue Where the Money Goes 28.0% Legend, Regional Arterial ❑ Streets 8 Rows Planning d Programming ® HighwaysnRall p Debt ® olher 000024 DRAFT administration, $76,442,894 for programs, and $29,962,327 for debt service. Commission Funds There are a total of ten funds which account for budgeted resources, categorized into three fund types -the General Fund, Special Revenue Funds, and Capital Projects Funds. Most of the Commission's administrative activities are budgeted in the General Fund(94%), with the remainder expended from the Special Revenue Funds for motorist assistance programs(6%). Special Revenue Funds account for dedicated revenue sources, while all borrowed funds for major capital projects are accounted for in the Capital Projects Funds. General Fund $70,000,000 $60,000,000 $50,000,000 S40,000,000 $30,000,000 $20,000,000 $10,000,000 SO 1995-1997 Legend Q Capital Projects Q special Revenue ® General Fund 1995 1996 1997 1998 The General Fund budget of $ 8,588,189 is an increase of $1,124,552, or 15.1% from the 1996/97 budget of $7,463,667, and represents approximately eight percent( %) of the Commission's total 1998 expenditures. In addition to administrative functions, all transportation planning and programming activities and commuter rail operations are budgeted in the General Fund. Items of note in the budget for the General Fund are as follows: $2,618,500 contribution to the Southern California Regional Rail Authority(SCRRA), a decrease of 11.7 % from the 1997 budget of $ 2,964,600, to fund the Riverside to Los Angeles and the Inland Empire/Orange County line operations. The decrease occurred because the prior year included planned service expansions which were never implemented. $1,214,900 capital contribution to the SCRRA has been budgeted for the Commission's share of improvements to the Metrolink system. Station maintenance for four commuter rail stations has increased from $540,090 to $592,395. t Revenues The General Fund revenues sources are principally sales tax -Measure A and TDA. The Commission will also receive an allocation of TCI funding to be used to partially meets it capital • • • 00002r) • • • contribution to the SCRRA. Smaller amounts are received from rental of the Commission's various properties and investment earnings. From Measure A sales tax revenues, $1,606,607 has been allocated toward administration. The administrative allocation is adjusted at midyear based on needed expenditures, but in no event will exceed four percent of total Measure a revenues. TDA sales tax provides the lion's share of the revenues with an allocated amount of $5,471,794. Property management revenues are budgeted at $242,000, primarily from rail properties; and investment earnings are estimated at $122,850. Expenditures General Fund expenditures can be classified into four categories -Personnel salary and fringe benefits, Operating(administrative overhead) and Support Costs, Planning and Programming, and Projects. Personnel salary and fringe benefits, both administrative and project/program related, are 11.5% of General Fund expenditures, or $984,281. Planning and programming allocations total $574,000, or 6.7 % of General fund expenditures. For unanticipated expenditures, a contingency of $125,000 has been set aside for General Fund activities. TQA $5,471,794 Interest $122,850 .1111111. =�aeer1u•:: �, Other $367,000 TCI $850,000 Measure A $1,607,607 /Programming $429,000 Projects $4,600,090 Operating/Support Costs $1,458,49 Personnel Costs $98 Contingency $125, Personnel salary and fringe benefits have decreased from the prior year by 6.57% , or $69,248 This decrease occurs as a result of reallocation of a portion of the salary dollars for the Assistant Director of Legislation and Program Funding into transportation planning and programming. Additionally, some dollars are assumed to be shifted from finance and accounting as a result of potential changes in the Commission's audit program. The decline is partially offset by a two and one half percent(2.5%) cost of living adjustment(not yet reviewed by the Personnel Committee or approved by the Commission). Operating and Support Costs comprise 25.4% of the General Fund budget for a total of $2,178,988. This represents a decline of about 1% or $18,403from the 1996/97 revised budget 000026 total of $2,197,391. New Planning and Programming allocations have gone up by $20,000 due to increased sales tax revenues projected for 1997/98. Total anticipated expenditures for various planning studies amounts to $574,000. Project Costs have jumped $1,045,639, an increase of 26.3%, primarily as a result capital contributions to the SCRRA for purchase of additional cars and locomotives. Project expenditures represent the largest component at $5,021,248, or 58.5% of the total, and consists principally of rail operations of $3,647,330, rail capital costs of $1,214,900. Expenditures by Department There are five departments that are serviced by the Commission's General Fund -Administration, Finance and Accounting, Transportation Planning and Programming, Commuter Rail Operations and Support, and Property Management. Nearly sixty-five percent(65%) of the General Fund's expenditures are for commuter rail operations. Another thirty-two percent(32%) is spent on planning and programming activities. The following represent the major budget items and/or changes in 1997/98: Administration Records retention and archiving begun in 1995/96, accelerated in 1996/97 to include microfilming all agenda packets back to 1976 will continue in 1997/98. The commission's new web site will be expanded. The federal consultant hired in 96/97 will be retained and role expanded to represent the Commission in Washington D.C., especially during the reauthorizaion of ISTEA. A management consulting firm will be retained to review the efficiency of the Commission's management and operations. Finance and Accounting Bechtel project cost staff will provide support to the accounting function at the same level as 1996/97 for half of thefiscal year. One staff position will be upgraded to senior accountant level in anticipation of Bechtel staff downsizing toward the second half of the fiscal year. The new position will be, structured to assume general ledger maintenance and financial statement preparation, and audit coordination responsibilities, call activities currently supported by consultants. Additional clerical support will be contracted out in latter half of fiscal year to assist with invoice and general ledger processing. • • _ • 000027. • • • DRAFT Transportation Planning and Programming Staff Analyst II will continue in a part time position, while a consultant will be used to assist with completion of full range of responsibilities. It is anticipated that the consultant will provide sixteen hours of support each week. Performance audit will be performed by an independent consutltant of all county transit operators. Comprehensive Operational Analysis will be performed by the major transit provider in Western Riverside County, and will be used by the provider and the Commission in determination of future delivery of transit services including defining or refining route selection. Rail Transportation Program Service on the Riverside to Los Angeles line will be expanded to include one additional round trip peak period train. Property Management Ferguson and Pierce properties will be reviewed for potential sale or the financial feasibility of joint development. SPECIAL REVENUE FUNDS Special Revenue Fund expenditures are for a number of activities including capital, transit, motorist assistance, those with special needs, and "soft" programs for commuters. The total budget of $76,638,079 is an increase of $13,587,540, or 21.6% over 1996/97. Revenues The Special Revenue Funds account for all Measure A sales tax revenues, vehicle registration user fees, and state budgetary allocations for motorist assistance and for transit. The largest amount of revenues by far are derived from Measure A sales tax, representing 54.8% of special revenue funding. Sales tax revenues available for projects and programs is projected to be $57,933,393, an increase of 5.4%, or $2,958,893 over the 1996/97 projected amount of $54,974,500. State and federal funding will amount to $13,567,657 an Special Revenue Funding easure A 75.6% State/Federal 18.1 Other 5.2% Interest 1.1 % 000028 DRAFT increase of $10,590,686. Although this increase appears inpressive, it should be placed in perspective by comparing the total state and federal funding received for all funds(See discussion on Capital Projects Funds). Of the federal and state funding, over 58%, or $7,959,268 will come from state rail bonds and Transit Capital Improvement(TCI) funding. The Union Pacific Railroad will contribute another $1,482,000 in one time funding for rail construction. Other funding sources are as follows: State transit assistance funds make up 14.7% of total state and federal funding, for a total budgeted amount of $1,987,013. Federal funding expected by the Commission is from the Federal Highway Administration(FHWA) in the amount of $200,000, the Surface Transportation Program(STP) for $200,860, and Congestion Mitigation and Air Quality funding for $1,765,000, for a total federal contribution of $2,165,860, or 15.6% of total state and federal funding. The state will contribute another $493,400 for motorist asiitance activities. Vehicle registration user fees are estimated at $1,071,000, an increase of 1.9% over the projected 1996/97 total of $1,050,600, and repesenting % of the total revenues for the Special Revenue Funds. Expenditures Total resources expended from theSpecial Revenue funds in 1998 is budgeted at $66,284,271, representing 84.8% of total Commission expenditures. Highlighted below are some of those expenditures: $6,777,635 will be disbursed for fixed route and specialized transit(i.e., social service transportation) programs and services. $22,888,615 has been budgeted as distributions for local streets and roads maintenance. $9,247,766 will be spent on commuter rail and other rail related improvements, reflecting 13.9% of total special revenue expenditures. - $200,000 will be spent to complete a study of "smarter" highways. $13,586,772 is expected to be spent on the regional arterial program in the Coachella Valley. This expenditure from the Special Revenue Funds assumes that all bond proceeds from the Capital Projects Funds have been exhausted. - $1,494,180 is included for commuter assistance educational and incentive programs. • • 000021i DRAFT • • • Special Revenue Fund monies are spent on highways, commuter rail, regional arterial, specialized and fixed route transit, commuter assistance, streets and roads, freeway towing service, and roadside call boxes. Highway expenditures total $7,506,000 compared to $2,257,000 in 1996/97. The shift to special revenue funds reflects a pay as you go approach versus the use of debt(accounted for in the Capital Projects Funds). Debt Service All Measure A sales tax revenues have been pledged as the security for the Commission's debt issuances. The Commission will have $233,277,423 in outstanding senior debt and $7,046,014 in subordinate bonds , assuming retirement of $44,000,000 in commercial paper notes. Total interest payments are estimated to be $13,704,021, $13,302,852 for senior bonds and $401,169 for subordinated debt. Total principal retired will amount to $16,095,644. Grand total of all debt service, to be paid from the Measure A Special Revenue Funds, is budgeted at $28,650,284. The commission will continue to meet its policy of at least a 2 to 1 debt coverage ratio, with the actual ratio projected to be 2.05. Other than retiring the outstanding commercial paper and obtaining a small amount of new debt no other debt financings are anticipated. All Measure A debt service is taken "off the top" by the trustee with the remaining sales tax released to the Commission for its various programs. Approximately seventy-two percent(70%) of the debt service is paid by Western County, while the remaining twenty-eight percent((30%) is bourne by the Coachella Valley. An additional $1,444,234 will come from other Coachella Valley revenue sources including Traffic Uniform Mitigation Fees(TUIVIF) for the debt service on the regional arterial program. Expenditures by Department There are four departments served by the Special Revenue funds -Project Development and Implementation, Transportation Planning and Programming, Motorist Assistance, and Special Transportation. Project Development and Implementation Construction of improvements along Route 111 at Deep Canyon and Portola in the City of Palm Desert and Monroe to Rubidous in the City of Indio. Regional arterial efforts will include final design on Palm Drive, and on Fred Waring Drive from Madison to Indio Boulevard. Construction will continue on the Monterey Avenue, Cook Street, and Washington Street interchanges, as well as the Monterey Avenue Bridge, the Fred Waring Drive All American Canal, and the Mid Valley Parkway. Other arterials under construction will be Fred Waring drive from Jefferson to Madison, and Mid Valley Parkway from Mesquite to Dinah Shore Drive. 000030 DRAFT Engineering and construction of a layover facility, southside platform with passenger crossover bridge and security guard station, and additional trackage at the Downtown Riverside Station. Track improvements along the San Jacinto subdivision to facilitate freight movement and for future commuter rail line. Special Transportation The Commission will continue operating its core rideshare programs, namely, Advantage Rideshare, Club Ride, the Commuter Exchange, and buspool subsidies. Inland Empire Commuter Services will continue to be managed by the Commission to support voluntary employer programs aimed at encouraging employees to rideshare. New state SB836 funding will be used to fund supplemental programs which include State Route 60 Corridor Campaign to encourage use of the new High Occupancy Vehicle(HOV) landes, and the I-10 Commute Reduction Project --a constuction impact mitigation project targeted to small employers. Transportation Planning and Programming Ten percent state transit assistance bonus program begun in 1997/98 will be evaluated as to its effectiveness and desire for continued use. Motorist Assistance Intelligent Transportation System Strategic Deployment Plan to study alternate uses of freeway call boxes for traffic and weather monitoring. Study was initiated in 1995/96 but is scheduled for completion in 1997/98. CAPITAL PROJECTS FUNDS The Capital Projects Funds account for all debt proceeds from senior bond issuances and commercial paper notes. Revenues Total revenues are projected to be $8,576,298, representing 9.9% of total Commission revenues for 1997/98. New debt proceeds in 1997/98 will be a small amount of Capital Projects Funds Revenue Sources) • • • 000031 • DRAFT long term serial bonds totalling $6,760,000. The remaining source of revenues iiirivestment ----- earnings of $1,318,219 and loan repayments from various cities totalling $423,079. Expenditures Total budgeted expenditures for the capital project funds amounts to $1,819,055, less than two percent(2%) of total expenditures. Major expenditures are for highways(including interchanges). Highlighted expenditues are as follows: $450,000 for an environmental impact studies. $120,000 for soundwall design. $2,583,055 for the interchange program. The Commission will record approximately $1, 800,000 of this amount as a loan due from the City of Norco. The Commission intends to fund this loan from debt proceeds. Expenditures by department Project Development and Implementation Design of soundwalls from Mary to Magnolia along Route 91. Phase II design of the van Buren interchange in the City of Riverside. Grand opening ceremonies on the Yuma interchange constructed at the I-15 and state Route 60, will occur by the end of the second quarter. 000032 Line item SOURCES OF REVENUE: Operating Revenues: Sales Tax Revenues Sales Tax TDA Planning & Administrativ Sales Tax TDA Transit Allocation STA Transit Allocation SAFE Fees SB300 Reimbursements Other Reimbursements: TCI Reimbursements Ca/trans Reimbursements Other Revenue Interest Income Total Operating Revenues Commercial Paper Proceeds Total Sources of Funds EXPENDITURES: Personnel Salary & Fringe Services and Supplies 90000 Capital Outlay -Equipment Professional Costs: 65100 65200 65300 65400 65500 General Legal Services Special Legal Services Financial Services Audit Services Other Professional Service Total Professional Costs Projects: 81000 81100 81300 81400 81500 81600 85000 86000 86100 86200 86300 86400 87000 87100 87200 Projects -General Highway & Rail Engineerin Highway & Rail Constructi Highway & Rail ROW Highway & Rail Special Stu SCRRA Capital Contributio Commuter Assistance Special Projects Regional Transportation LTF Disbursements STA Disbursements Regional Arterial Project Maintenance Project Operations Project Towing Total Projects Costs Riverside County Transportation Commission BUDGET COMPARATIVE -BYLINE ITEM 1997-1998 Proposed :'budget 1996/97 Approved Budget 1997/98 Proposed Budget 55,413,939 55,381,000 56,500,000 59,541,000 1,247,000 1,298,000 1,298,000 1,197, 000 4,453,800 4,071,425 4,071,425 4,274,794 1,670,743 1,429,650 1,782,965 1,987,013 1,031,117 1,030,000 1,050,600 1,071,000 180,000 7,754,485 9,463,389 5,661,981 12,805,644 2,727,645 4,615,888 6,326,771 3,372,000 80,625,501 14,000,000 94,625,501 1,444,804 613,958 144,538 80,661,352 10,100,000 90,761,352 1,606,897 822,090 173,833 2,876,881 3,716,313 6,321,000 2,280,864 79,742,852 86,873,628 55,360,000 79,742,852 142,233,628 62,490,776 78.4% Dollar Perces. Changes Change 3,041,000 5.4% (101,000) -7.8% 203,369 5.0% 204,048 11.4% 20,400 1.9% (180,000)-100.0% 7,143, 663 126.2% 1,606,897 839,280 246,778 1,563,504 865,908 79,615 464,326 463,500 763,500 483,500 14,295 50,000 50,000 50,000 104,649 85,000 85,000 122,500 329,456 325,000 • 325,000 336,375 414,529 578,070 588,070 695,220 1,327,255 1,501,570 1,811,570 1,687,595 1,404,223 1,913,874 15,097,514 1,950,209 165,041 1,377,400 999,108 26,459,937 351,215 1,026,000 24,724,468 447,773 657,585 514,558 77,088,905 1,227, 425 1,247,425 1,284,900 780,560 1,625,017 2,443,268 19, 271, 764 14,460,616 16, 886, 821 59,166 6,976,741 91,000 820,000 950,000 643,220 2,562,059 62,059 1,214,900 1,171,129 1,110,565 1,494,180 300,075 45,500 28,320,010 27,791,765 30,468,567 304,000 304,000 /00,000 1,300,000 1,300,000 1,816,183 38,807,405 40,165,913 13,586,772 525,866 525,866 854,048 964,243 919,390 1,028,454 533,358 563,853 582,580 96,947,060 98,048,710 72,494,893 839,432 29.2% (4,040,136) -63.9% 7,130,776 8.9% (43,393) -2.7% 26,628 3.210' (167,163) -67.7% (280,000) -36.7% 37,500 44.1 % 11,375 3.5%, 107,150 18.2% (123,975) -6.8% 37,475 3.0% 818,251 50.4% 2,426,205 16.8% (6,885, 741) -98.7% (306, 780) -32.3% 1,152,841 1857.7°A 383,615 34.5% (45,500)-100.0% 2,676,802 9.6% (204,000) -67.1 % 516,183 39.7% (26,579,141) -66.2% 328,182 62.4% 109,064 11.9% 18,727 3.5% (25,553,817) -26.4% i 000033 Line item Expenditures before distributions and operating transfers 85102 Operating Transfer Out Total Expenditures Excess(Deficiency) of Revenues Over Expenditures Contingency Excess(Deficiency) of Revenues Over Expenditures After Contingenc Fund Balance, June 30 Ending Fund Balance Riverside County Transportation Commission BUDGET COMPARATIVE -BY LINE ITEM 1997--1998 Proposed Budget 1995/1996 ActuaIs 1996/97 1996/97 Approved : Revised Budget Budget 80, 619,460 101, 051, 450 102, 553,235 24,278,512 26,934,553 25,963,959 DRAFT Dollar Percent Changes : Change 76,691,514 (25,861,721) -25.2% 75,072,327 49,108,368 189.1% 104,897,972 127,986,003 128,517,194 151,763,841 23,246,647 18.1 % (10,272,471) (37,224,651) (48,774,342) (2,500,000) (8,362,332) (10,272,471) (39,724,651) (57,136,674) 125,196,281 106,352,410 125,196,281 114,923,810 66,627,759 68,059,607 (9,530,213) (1,475,000) (11,005,213) 68,059,607 57,054,394 39,244,129 -80.5% 6,887,332 -82.4% 46,131,461 -80.7% (57,136,674) -45.6% (11,005,213) -16.2% • COMMISSION • POLICY GOALS AND OBJECTIVES • DRAFT 000035 DRAFT For the first time in the twenty year history of the Commission, a common set of policy goals was adopted by the Commission in April 1997. Those policy goals provide the glue that ensures consistent policy direction and action. As the Commission serves in its role as a major player in County transportation decisions, consistency of purpose will be critical to both its continued success as an agency and the development and coordination of sound transportation policy, planning, and implementation. In addition to the policy goals and objectives, the Commission recognized that sound management calls for strong financial policies and standards. The Commission further took the step of adopting policies that adherence to will demonstrate financial stability and accountability. The following material outlines those adopted policy goals and objectives as well as financial policies that have served as the framework for the work plan presented in the 1997/98 Proposed Budget. COMMISSION POLICY GOALS AND OBJECTIVES Efficiency The Riverside County Transportation Commission in cooperation with local jurisdictions will strive to create a transportation system that promotes efficient mobility both within and outside of the county. The Commission will continue to fund studies that examine various route alternatives on congested corridors To pursue innovative financing strategies which provide funding for transportation enhancements Work with transit providers to develop services by review and funding of transit plans Coordinate transit connections between commuter rail and buses within the County to ensure convenient service for commuters Include in the RTIP projects which are financially constrained(i. e., funded). Goods Movement RCTC will work with the Federal and State governments to facilitate the movement of goods and services within the county recognizing the vital role such plays in the health of the county, the state, and the nation. To promote rail corridors as an alternative to use of trucks for the movement of freight 000036 _.'... __ DRAFT within the County and the region. Work with metropolitan planning agency for development of a regional approach to facilitating goods movement by involvement in the regional transportation plan. Upgrade rail corridor owned by the Commission to ensure freight access for county shippers. Aggresively pursue the completion of county corridors which will facilitate international trade. Congestion Relief Selection of projects and programming of funds by RCTC will be done with a view toward promoting traffic flow and reducing congested traffic corridors. Continue to promote analysis of traffic pattern( e, counts) as a critical element to the selection of projects for funding. As Congestion Management Agency work with local jurisdictions to update listing of and devise mitigation measures for congested corridors. Work with cities and the County to phase out traffic impact analysis for planned development in favor of local circulation element approach. Continue provision of innovative commuter rideshare programs with the goal of reducing single occupant vehicle trips. Air Quality Improvement RCTC's transportation planning will be designed to promote clear air standards recognizing them as necessary for a, quality standard of living. To preserve funding for projects which improve quality of air in non attainment areas in the reauthorization of ISTEA. Work with the metropolitan planning organization, sub regional agencies, and local jurisdictions to strive to implement a transportation plan which meets conformity guidelines. Pursue dialogue with the SCAQMD to better coordinate project implementation with regional air quality goals. Encourage outreach and educational programs which facilitate and promote voluntary ridesharing and use of alternative transportation modes. 000037 • • • DRAFT Economic Development Although, not directly in the business of economic development, the Commission recognizes that Riverside County cannot maintain economic viability and growth without an effective transportation system. Transportation decisions will not be made in a vacuum, but will consider the economic benefits derived from any improvement and where feasible and practical will pursue transportation alternatives that enhance or complement economic development. Promote the design and construction of interchanges that are in proximity to regional economic centers and developments Support local projects, consistent with regional transportation goals, which enhance or promote business development and local employment Include in project selection a review of impact on local and regional economy once implemented Intermodalism and Accessability RCTC desires to serve as many of the County residents as possible and economically feasible by developing differing modes of transportation and considering the needs of a wide range of citizens. In partnership with neighboring counties and the SCRRA, continue our involvement in the interim rail joint powers authority to study and implement intercity rail* Participate in the study of high speed rail and support efforts to devise funding strategies for eventual implementation of high speed rail Coordinate paratransit services with the major transit providers in the County and with local social service agencies providing funding for activities and programs that cover a broad spectrum of socio-economic needs. To work with major transit providers to assist them with funding for implementation of ADA requirements Work with SCRRA to develop a long range strategic plan for expansion of the commuter rail system throughout the five county area Work with neighboring counties to encourage a seamless transit system that facilities inter county transportation needs Technological Innovation 000033 DRAFT • Provide vision and leadership through exploring technology for smarter highways and implementing those which are affordable and practical. Work with agencies throughout southern California to study, review and implement advanced technology and its various applications. Promote support of advanced technology strategies from the federal government through increased levels of funding. FINANCIAL POLICIES • Operating budget policies The Commission's budget will include at least a two percent contingency. The Commission will budget no more than one percent of Measure A sales tax revenues for administrative salaries and benefits. Costs of administration will be budgeted at whatever is reasonable and necessary, but not to exceed four percent of Measure A sales tax revenues(inclusive of the one percent salary limitation). Amounts will be budgeted by fiscal year for multi year projects based on best estimates, with the understanding that to the extent actuals vary from those estimates, and the project is ongoing, adjustments will be made in the mid year budget process. The fiscal capital budget should be consistent with the strategic plan with deviations appropriately noted, explained, and justified. Revenue policies Sales tax revenues projections will be revised bi-annually to ensure use of current and relevant data. Annual amounts may be adjusted by staff to reflect the most current economic trends. Federal and state matching funds will be used where possible to supplement the use of local funding sources. Debt management policies The Commission will strive to maintain a 2x debt ratio coverage on all senior debt. Debt issuances will be for major capital projects including engineering, construction, and right of way. Operating requirements must be from current ongoing revenues. • • 000039.. DRAFT Costs of issuance including underwriters discount will not exceed 2%. While it is the intent of the Commission to establish a cash debt reserve for long term bond issuances, obtaining surety bonds is not precluded. • Auditing, accounting, and financial reporting policies The Commission will issue a Comprehensive Annual Financial Report. An audit is to be conducted annually on Commission accounting books and records. As long as the Commission has outstanding bonds, those audits must be conducted by an independent national accounting firm. • Capital planning and programming policies The Commission will biennially complete and issue a capital planning document. Established priorities will be reviewed annually via a series of workshops and/or policy maker retreat. • Reserve policies The Commission will maintain a cash reserve at least equal to five percent of annual revenues(exclusive of reimbursements/matching funds). • Cash management/investment policies Where possible the Commission will encourage receipt of funds by wire transfer to its accounts. Balances in the bank operating account will be maintained at whatever amount is necessary to meet monthly expenditures. Idle funds will be invested per the Commission's established investment policy emphasizing in order of priority --safety, liquidity, and yield. Cash disbursements to local jurisdictions and vendors/consultants will be done in an expeditious and timely manner. • Human resources management 4 The Commission staffing levels will be consistent with the intent of its enabling legislation which envisioned a small, but effective staff. Consultants will be used to augment staff efforts as much as possible to support programs 00004.0 DRAFT or work loads which do not appear to be of a permanent nature. - State of the art technology will be maintained to improve the efficiency of a small staff and to encourage working "smarter". • • • 000041 REVENUES --- - - - -77. DRAFT 000042 • • • r REVENUES l' Measure A Sales Tax Revenues DRAFT The Commission is the taxing authority for a one half percent tax levied on all retail sales and use transactions within the County, to be used for transportation purposes. Revenues for the fiscal year 1997/98 from Measure A sales tax are expected to be $59,541,000, an increase of 6.1% or $3,032,000 over the 1996/97 projected amount of $56,509,000. State and Federal funding will amount to $14,792,657 and increase of $9,814,792. Of this state and federal funding over 71% or $11,187,244 will come from the state, rail bonds and Transit Capital Improvement (TCI) funding. The amounts to be allocated to Western County is $41,845,290, Coachella Valley $15,288,622, Palo Verde Valley $799,481 and Administration $1,607,607. The voters of Riverside County overwhelmingly approved Ordinance 88-1, commonly known as Measure A, in 1988, granting the Commission the authority to levy a one half percent sales tax in all of the county. One of the principal reasons for the successful passage of the Measure was the recognition that the County is comprised of three distinct geographic areas with differing transportation needs and economic strengths. A return to source concept was built into the Measure requiring that the sales tax revenues be expended in the area generating the tax. Those revenues must then be used as defined in the Transportation Improvement Plan (TIP) and appendage to Measure A. Revenue Projections - Proper planning calls for continual assessment of the status of the various projects managed by the Commission. Revenues determine what can be completed and when. The Commission has made it a practice to regularly update its revenue projections. The most recent update of those projections was completed in February 1996 performed by the auditing firm of Ernst & Young which was retained by the Commission to develop and run an model that predicts changes in taxable sales. The econometrics model uses personal income and the unemployment rate for the Riverside - San Bernardino Metropolitan Statistical Area $ Millions $1110,000 $140,000 $720,000 $700,000 $80,000 00,000 $40,000 :20,000 $0 Measure A Sales Tax Revenues Huh Years 1990 hu 2009 lees 1910 2000 2001 2002 2003 2004 2005 2008 21w1 2001 lye Years (MSA). Ernst & Young obtained projections on these two variables from Regional Financial Associates (RFA) a consulting firm specializing in the development of comprehensive regional economic models for all MSA's in the United States. RFA's forecasts utilizes a number of factors including demographic, employment, and financial. The following additional assumptions were also used by Ernst & Young in the development of the Commission's revenue forecast: 000043 l DRAFT The state does not change mix of items subject to the sales tax from what has been included historically. The relative sales and property tax rates of Riverside and surrounding counties does not change from historical levels. Economic conditions in Riverside versus San Bernardino do not change significantly during the forecast period. Inflation for the period of the forecast is assumed to be 3.8%. Forecast results show Measure A revenues costs to be $1,165 millions in nominal dollars from 1998 thru 2009. These revenue estimates will be revisited in early 1998 Geographic allocation- Riverside County is comprised of three disparate geographic area Western Riverside County, the Coachella Valley and the Palo Verde Valley. The percentage of revenues allocated to each of these areas based on return to source is approximately 70% for Western County, 28% for the Coachella Valley, and 2% for the Palo Verde Valley. These percentages will experience some variations from year to year based on changes in levels of taxable sales. Geographic Allocations Riverside County Westem Cty ee>aMAN XNANN.A\WNAN), Palo Verde Coachella Vly Program allocation —The Transportation Improvement Plan (TIP) of Measure A defines the manner in which the sales tax revenues are to be spent. In Western County fifty-five percent (55%) of its proportionate share is designated for highways and commuter rail; forty percent (40%) is distributed to local jurisdictions for street and roads maintenance, repairs and construction; and five percent (5%) is reserved for special transportation programs which historically has been divided between commuter assistance and programs for seniors and persons with disabilities. In the Coachella Valley, forty percent (40%) of its allocated share is to be spent on regional arterial. Another thirty-five to forty percent (35--40%) is distributed to local jurisdictions for streets and roads; fifteen percent (15%) is reserved for major highway projects; and from five to ten percent (5%-10%) is designated for transit. All of the Measure A funding for the Palo Verde Valley is to be used for repair, maintenance, and construction of streets and roads. E 000n4I — --- DRAFT • • • Total Revenue Sources -1998 Whore TM Money Comes From Federal Measure A TDA TCI Freeway Sem. Patrol SAFE CVAO Private Leases t Licenses STA Prop 1081116 TSM SB836 STP Interest Income NI Other CMAO Total (1) Includes Investment Income Other Sales Tax Revenues $200.000 $200.800 $1200.000 sl.soomo State 55.471.784 8850.000 5483A00 S1.887.013 $6.548.034 S2238240 8388.110 518.788.581 Lotal & Other Ooveramt S58.641.000 81.071.000 81.444234 8125.000 875.000 162,256134 Other S1 A82.000 8242.000 $2.703.943 54.427.843 Revenues received from Transportation Development Act (TDA) totaling $5,471,794 are allocated for regional and local transportation planning, program administration and support transit services, in this case rail in Western Riverside and the Coachella Valley. TDA has two revenue elements - Local Transportation Fund (LTF) which derives from one quarter of one cent (1/4) of the state sales tax and State Transit Assistance (STA) funds allocated by the state to RCTC on the basis of population and as a percentage of transit fare revenues. Federal, State, Local & Other Governments Revenues A total of $14,792,657 will be received from Federal, State, Local and other Government revenues. From the Transit Capital Improvement (TCI) program $850,000 will be allocated to RCTC through the SCRRA for rail programs. The TCI funds are made available by the California Transportation Commission, and are administered by Caltrans and require a 50% local match. Caltrans will allocate out of the State Highway account $493,400 for the Freeway Service Patrol (FSP). The state provides nearly 80% of the funding for freeway towing service. This years amount is a decrease of 2% over fiscal 1996/97 allocations primarily due to contract award for towing services being lower than anticipated. The apportions funding throughout the state is based on population, freeway miles, and level of congestions and the state's contribution is matched with an operating transfer of $135,875 or 28% from the Service Authority For Freeway Emergencies (SAFE). The Service Authority for Freeway Emergencies is funded from revenues received by way of a one dollar fee included with the Department of Motor Vehicles registration fees. The SAFE fees for this fiscal year are projected at $1,071,000, which is an increase of 4% over last fiscal year based on historical trends and approximate population growth. As part of the SAFE program $200,000 will be allocated by the Federal Highway planning, the state and SANBAG for continuation of the Intelligent Transportation System (ITS) study to examinee various methods for creating "smarter" highways to facilitate travel on roads within the Inland Empire. In the Western County, a total of $11,187,244 in revenues is expected from the construction of the commuter rail south side platform, San Jacinto Branchline track improvements and commuter 000043 DRAFT assistance program. Of this amount 59% will come from state rail bonds Prop 108/116 and Transit Capital Improvement (TCI) totaling $6,549,034 programmed for engineering and construction of the South side platform project to the Downtown -Riverside rail station and over/under crossings at La Sierra and W. Corona rail stations. As part of the San Jacinto Branchline track improvements for grade crossing and drainage, revenues totaling $1,765,000 is expected from CMAQ and TSM funds through the state. Revenues from the State totaling $2,175,000 will be received for the construction of a Park `n' Ride facility at Pigeon Pass Road and soundwalls to reduce noise levels along State Route 60. The remaining $698,210 will come from the Surface Transportation Program (STP), Transportation System Management (TSM) and SB836 funds for the Commuter Assistance Program Inland Empire Commuter Services, the I-10 commute reduction program, and State Route 60 corridor campaign and the extended employer services outreach. The State Transit Assistance (STA) allocation is based on an estimate received from the State Controllers Office. For the 1998 fiscal year the state estimates that Riverside County will receive $1,987,013. This estimate is prior to finalization of the state's budget which normally results in revisions. Any changes to the revenues will be incorporated during the mid -year budget reviews for fiscal 1998. The last couple of years the allocation amount has increased due to the availability of more than expected state revenues. Interest Income Interest earnings on the County pool are estimated at 4.875%, provided by the County of Riverside Treasury. The earnings on funds remaining in guaranteed investment contracts and the federal agency note held by the trustee are calculated at the contractual rate which ranges between 6.45% and 6.99%. Earnings on funds held by the trustee are estimated to be 5%. Total earnings are projected to be $2,280,864 for fiscal 1998 which is a thirty-two (32%) percent reduction from last fiscal years' interest earnings. Other Revenues A total of $242,090 in revenues is expected from property management for licenses and leases from the San Jacinto and San Bernardino subdivision rail program of which 20% of the total or $48,400 is from leased revenues for facilities located on highway properties. In addition to the revenues Commuter rail will receive from rail bonds Prop 108/118 and TCI, private participation by Union Pacific totaling $1,482,000 is expected for track improvements as part of the South side Platform and layover facility at the Downtown -Riverside rail station. In the Coachella Valley revenues totaling $1,444,234 will be used to cover Coachella Valley Association of Governments share of debt service for the sales tax revenue bonds 1993 Series A. This amount represents Traffic Uniform Mitigation Fees (TUMF) that will be collected. A total of $423,079 in revenues is expected on interest only earned from loan reimbursement agreements with the Cities of Norco and Corona, as well as interest from the Western County Commercial Paper program. 000046 :, Adminlstradon(3) %kieAsi;irei A> 1,607,607 Project Development L bnplamentation 300,000 75,422 1. .46 Highways/Cormuler rail Regional Arterial 25,308,203 6,115,449 1,214,900 7,399,034 865,000 Local Streets 8 Roads 22,888,615 1,875,000 1,200,000 E 75,000 1,444,234 1,983,029 11116A61.1511. RCMP 781,522 2,764,551 1,482,000 39,419,137 7,559,883 8,531,051 47,950,188 3,695,881 Total hulas,. Devlpmnt d lmpimnt Special Transportation 22,888,815 11,255,564 22,8118,615 119,887,435 12224.932 82,094,367 Seniors 6 Parsons w/ gsadtltles Commuter Assistance 1,046,132 1,046,132 Transit 1,528,862 99,240 398,110 200,860 Total Special Transportation Commuter Rail Operations 3,059,894 1,048,132 1,744,342 1,528,882 4,319,338 2,302,384 3,318,516 2,104,041 3,848,383 778 1,529,640 4,407,203 8,726,539 Transportation Planning d Programming 3,059,894 1,245,560 4,305,454 State Transit Assistance Planning and Prop -arming 897,000 1,987,013 1,987,013 1,955,846 Total Planning and Programming Mosorkt Auktance Safe 125,000 1,022,000 368,302 3,942,159 1,390,302 3,009,013 2,324,148 5,333,161 Freeway Service Patrol 859,703 135,875 493,400 200,000 1,059,703 Total Motorist Assistance 829,275 1,947,783 3,007,486 172,595 801,870 Property Management 1,888,978 2,120,378 3,809,356 Total 59,541,000 5,471,794 1,071,000 1,987,013 7,399,034 864,240 398,110 Z388,400 200,860 1,400,000 1,644,2U 242,000 1,724,000 • Investment earnings and debt proceeds not irctnded. (1) Union Pacific Railroad participation in track construction on the 3oulhside Platform at Downtown Riverside commuter rail station. (2) Prior year fund balances are exclusive o/ reserves for contingencies, debt service, bans receivables, and prepaid rent. (3) Administration includes Finance and Accounting 242,000 84,189,885 818,842 23,924,585 1,060,842 108,094,270 • • • • • DEBT SUMMARY 000048 • • DEBT FINANCING DRA rr Debt Service Coverage-) The Commission's debt program exists to $80o00 000 support Measure A project completion. Within 950.000•000 Measure a debt has been used only to finance s o:000;0 0 major projects as opposed to the "soft" programs = o.o o.o c under Measure A. The Commission's authority so to use debt was embodied within the Measure A ordinance and any changes to the established debt limit have been brought to and approved by the voters. The Commission has made prudent use of its debt capacity, and has not yet exceeded $260,000,000 despite having an approved limit of $525,000,000(increased by voters from $300,000,000 in fiscal year 1993). The Commission anticipates one new bond issuance in fiscal year 1998 of approximately $55,360,000 consisting of $47,086,000 in senior debt and $7,500,000 in subordinate debt. The proceeds of the debt issue will be used to retire the Commission's outstanding commercial paper notes and to provide funding for streets and roads projects for local jurisdictions. The subordinate bonds will be used to fund the local share of the debt, with participants local Measure A streets and roads allocation as the source of repayment. Even though the Commission will retire outstanding commercial paper notes, the commercial paper program and liquidity facility(bank line and letter of credit) will remain in place(but no later than the year 2003), principally to fund any local financing requests arising after the long term debt issue. It is expected that the supporting bank facility will be reduced from the current level of $76,875,000 to $25,000,000. 1994 ,1995 1998 1997 ■ Junior Debt Senior Debt Sales Tax R 1998 At June 30, 1998, the Commission will have outstanding $240,987,409 in sales tax revenue bonds, consisting of $ 7,046,014 in subordinate bonds and $233,941,395 in senior bonds(including $ 60,765,000 in refunding bonds). During the year, $16,095,644 in principal will be retired, along with $13,704,021 in interest payments. The Commission's cost of funds is estimated to be 5.4%. While this figure is slightly higher than the Commission's.5.1% average to date, it is still well below the Commission's target established in the 1990 Short Range Financial Plan. Other costs of $100,000 associated with debt management include bank liquidity support fees, trustee and issuing and paying agent servicing fees, dealer fees(classified as interest expense), and rating agency fees. Debt Capacity Analysis The Commission is legally prohibited from issuing additional debt if its debt coverage ratio is less than 1.3 to 1 on all senior debt. The Commission has adopted a higher standard of 2 to 1 as policy. As the chart shows, the Commission has successfully met its policy standard. The Overall Coverage Ratio demonstrates the impact of the Commission utilizing its entire senior debt capacity plus continuing to issue commercial paper notes. Any coverage less than 2 to 1 would necessitate using other program funding to cover all debt service expenditures. 000049 DRAFT Sales Tax Revenues Senior Debt Service Coverage Ratio -Senior Debt Subordinate Debt Coverage Ratio All Debt Additional Borrowings -Senior Overall Coverage (e) Estimated Both the highway/commuter rail and regional arterial programs have little or no capacity to handle additional debt using only Measure A sales tax revenues as the source of repayment. The individual program coverage ratios for Western County highway/commuter rail, Coachella Valley highway, and Coachella Valley regional arterial are 1.14, 1.03 and 1.06 respectively. Of note is the fact that debt service expenditures percentages by area closely approximate the return to source, consistent with the agreement between the Commission and CVAG. Other than the 1996 $55,413,939 $22,862,811 2.42 $1,513,807 2.27 $44,919,271 1.90 (p) Projected $30,000,000 $25,000,000 $20,000,000 $15,000,000 $10,000,000 $5,000,000 SO 1997(e) $56,500, 000 $23,633,570 2.39 $1,650,000 2.07 $42,807,577 1.89 1998(p) S59,541, 000 $28, 974, 432 2.05 $ 855,155 1.99 $ 7,172,634 1.94 Highway/Commuter Rail Debt Capacity 1996 1997 1998 Revenues M Debt Service limited use commercial paper notes, the Commission has determined that pay as you go is a prudent strategy in the near future. Debt Expenditures by Program Debt Service Expenditures by Geographic Area westxn County 73.3% 321,951,220 Coachella valley 26.7% 33,010,107 000050 • • • Debt Service Schedule (Insert lotus schedule) 1996 Sales Tax Refunding Revenue Bonds,(Limited Tax Bonds). Series A: In January 1996, the Commission issued $61,765,000 principal amount of serial bonds to refund a portion of the 1991 Sales Tax Revenue Bonds,(Limited Tax Bonds), Series A. The bonds refunded were the serial maturities due in 2002 and 2003 for $6,945,000 and $7,405,000, respectively, and the term bonds due 2009 for $44,975,000, for a total refunded amount of $59,325,000. The refunding resulted in a total present value savings of $1,862,750. For 1996/97 the gross savings in debt service costs amounts to $187,794. 1993 Sales Tax revenue Bonds(Limited Tax Bonds). Series A: In February 1993, the Commission issued $136,610,000 principal amount of serial bonds to finance the purchase of the Santa Fe use rights and other rail properties, and improvements to Routes 86 and 111 as well as major regional arterials in the Coachella Valley. 1991 Sales Tax Revenue Bonds(Limited Tax Bonds). Series A: In January 1991, the Commission issued $112,996,959 principal amount of long term debt in the form of serial, term, and capital appreciation bonds to finance improvements to Route 91 and Route 86, purchase of rail properties for station sites, and engineering and/or construction for various other routes in the County including I-215, Routes 74 and 79. See description of 1996 Series A Refunding Bonds. Commercial Paper Notes: The Commission has authorized a $100,000,000 commercial paper program as a means of providing short term financing for a number of highway projects as well as to provide advance funding for local streets and roads. To date, up to $76,875,000 has been approved for issuance. Outstanding Debt and Legal Debt Margi►: June 30, 1998 vs. Legal Debt Limit 500 Authorized Debt $525,000,000 1991 Series A 23,668,053 400 1993 Series A 104,635,000 1996 Series A Refunding Bonds 60,765,000 300 1997 Series A 44,873,342 1997 Junior Series B 7,046,014 200 Other 265.088 100 Total Outstanding Debt 241.252.497 Legal Debt Margin 0 $283.747.503 1991 1992 1993 1994 1995 1996 1997 000051 F DRAFT • FUND BUDGETS • 000052 • • Commission's Fund Structure Governmental accounting utilizes three broad fund classifications to categorize a number of fund types. There are Governmental, Fiduciary, and Proprietary fund types. The Commission uses all three classifications to account for and re port on its financial activities. The governmental fund types used by the Commission are as follows: General Fund: The General Fund is the general operating fund of the Commission and accounts for financial resources not required to be accounted for in another fund. Special Revenue Funds: Special Revenue Funds account for the proceeds of specific revenue sources(other than capital projects and expendable trust) that are legally restricted to expenditures for specified purposes. Capital Projects Funds: The Capital Projects Funds are used to account for proceeds of debt issued to finance specific major capital projects. Debt Service Fund: The Debt Service Fund accounts for the accumulation of re for, and payment of, debt principal and interest. sources The Commission uses two fiduciary fund types -agency funds and expendable trust funds used as described below: Agency Funds: The Agency Fund accounts for assets held by the Commission as trustees or agent for individuals or other governmental units. Specifically, the Commission' agency fund accounts for employee contributions to a 457 Deferred Compensation Plan. Expendable Trust Fund The Expendable Trust Fund accounts for the sales tax dollars collected by the County of Riverside under the Transportation Development Act. These funds are administered by the Commission on behalf of the County pursuant to state law. The Commission's Expendable Trust Fund is the Local Transportation Fund. The only Proprietary Fund held by the Commission is an internal service fund: Internal Service Fund: The Internal Service Fund accounts for the financingof services provided by one department or agency to other de goods or gencies of the Commission on a cost -reimbursement basis. The Commission' Internal Service Fund i the DentalNision Insurance Fund, s 4 Budgeted Funds Budgets are not adopted by the Commission for the Debt Service Fund, the FiduciaryFund the Proprietary Fund. The Commission's payment of interest and principal on outstanin d' or along with related servicing fees flows through the Debt Service Fund. The Debt Service ebt e Fund is 000053 DRAFT a non budgeted fund as the resources for ' ___ payment of the debt are budgeted in the Special Revenue Funds. The monies in the expendable trust fund are monitored and controlled by means of an annual allocation process and by legal and statutory requirements, and is not a budgeted fund of the Commission. The resources for the Internal Service Fund are budgeted in the General and Special Revenue funds. The budgetary basis of accounting in all three fund types is consistent with generally accepted accounting principles. Generally accepted accounting principles requires that all governmental fund types use the flow of financial resources measurement focus and are maintained on the modified accrual basis of accounting. Revenues are recognized when susceptible to accrual(i.e., measurable and available). Measurable means the amount of the transactions can be determined, and available means collectible within the current period or soon enough thereafter to be used to pay liabilities of the current period. Expenditures are recorded when the related fund liability is incurred. The Commission' 1997/98 Budget has been prepared using the modified accrual basis of accounting. Management Budgetary Authority Expenditure activities of the funds with adopted budgets are controlled at the budgetary unit, which is the financial responsibility level , for each function(e.g., administration, programs, capital outlay). These functions provide the legal level of budgetary control(i.e., the level at which expenditures cannot legally exceed the appropriated amount). Management has the discretion to transfer the budgeted amounts within the financial responsibility unit according to function. Budgeted Fund Descriptions There are a total of ten funds which account for the Commission's budgeted resources categorized into the three remaining fund types --the General Fund, the Special Revenue Funds, and the Capital Projects Funds. There is only one reported General Fund, although General Fund activities and resources can be identified as Measure A or non Measure A. Special Revenue Funds consist of six funds and the Capital Projects funds are separated into three different funds. GENERAL FUND The General Fund budget of $8,588,188 is an increase of $1,124,522 or 15.1 % from the 1996/97 budget of $7,463,667 and represents six percent(6%) of the Commission's total 1998 expenditures. In addition to administrative functions, all transportation planning and programming activities and commuter rail operations are budgeted in the General Fund Revenues The General Fund revenues sources are principally sales tax -Measure A and TDA. The General Fund revenues sources are principally sales tax -Measure A and TDA. The Commission will also 000054 DRAFT receive an allocation of TCI funding to be used to partially meets it capital contribution to the SCRRA. Smaller amounts are received from rental of the Commission's various properties and investment earnings. From Measure A sales tax revenues, $1,606,607 has been allocated toward administration. The administrative allocation is adjusted at midyear based on needed expenditures, but in no event will exceed four percent of total Measure a revenues. TDA sales tax provides the lion's share of the revenues with an allocated amount of $5,471,794. Property management revenues are budgeted at $242,000, primarily from rail properties; and investment earnings are estimated at $122,850. Expenditures Genera! Fund Revenue SOUreaBj TDA $5,471,794 MOSSUre A 51,607,8p7 General Fund expenditures can be classified into four categories -Personnel salary and fringe benefits, Operating(administrative overhead) and Sup port Costs, Planning and Programming, and Projects. Project expenditures represent the largest expenditures component at $5,077,910 or 59.1 % of the total, and consists principally of rail operations of $3,647,330 and rail capital costs of $1,214,900. Personnel salary and fringe benefits, both administrative and project/program related, are 11.5% of General Fund expenditures, or $984,280. New planning and programming allocations available for studies in Western County and the Coachella Valley total $449,000, or 5.2%, and other Operating and Professional Costs are 24.2% for a total of $2,076,998. For unanticipated expenditures, a contingency of $125,000 has been set aside for General Fund activities. Personnel salary and fringe benefits have decreased from the prior year by 6.6% , or $69,428. This decrease occurs as a result of reallocation of a portion of the salary dollars for the Assistant Director of Legislation and Program Funding into transportation planning and programming. Additionally, some dollars are assumed to be shifted from finance and accounting as a result of potential changes in the Commission's audit program. The decline is partially offset by a two and one half percent(2.5%) cost of living the Personnel Committee or approved by the Commission). General Fund Expenditures L.J OP/Support Costs - 24.2% Personnel Costs - 11.5% Projects - 57.9% Planning/Programming - 8.4% adjustment(not yet reviewed by Operating and Professional Costs have increased 4.8% or $95,889. Much of the increase can be attributed to consultant costs for an update to the Commission's sales tax projections, a contract 000055 DRAFT for the Commission's management audit, and use of a contract service in finance and accounting needed as a result of Bechtel staff reductions. New planning and Programming allocations have gone up by $20,000 due to increased sales tax revenues expected for 1997/98. Total expenditures for planning studies in Western County and the Coachella Valley will amount to $547,000. A total of $543,220 has been set aside for various studies including $69,220 for completion of the Corona By Pass Feasibility Study and $75,000 for transit system analysis. The planning funds set aside for studies has increased by $39,220, or 7.8% from last year's total of $504,000. Project Costs have gone up $1,115,639, an increase of 24.9%%, primarily as a result of the increased capital contribution to the SCRRA. Rail station operating costs have climbed 12.4% from $546,090 to $614,130, an increase of $68,040. Much of this increase is due to increased costs for station security. SPECIAL REVENUE FUNDS The Special Revenue Funds account for all Measure A sales tax revenues, vehicle registration user fees, and state budgetary allocations for motorist assistance and for transit. The largest amount of revenues by far are derived from Measure A sales tax. Sales tax revenues available for projects and programs is projected to be $57,933,393, an increase of 5.4%, or $2,958,893 over the 1996/97 projected amount of $54,974,500. State and Measure A 75.6% federal funding will amount to $13,567,657 an increase of $10,590,686. Of the federal and state funding, over 58%, or $7,959,268 will come from state rail bonds and Transit Capital Improvement(TCI) funding. The Union Pacific Railroad will contribute another $1,482,000 in one time funding for rail construction. Special Revenue Funding Revenues 411 State/Federal18.1 4111 Other 5.2% Interest 1.1 % Measure A Special Revenue —Of the Special Revenue Funds, three are funded primarily with Measure A sales tax revenue --the Western County Operating Fund, the Palo Verde Valley Operating Fund, and the Coachella Valley Operating Fund. These three funds account for all Measure A expenditures that are not paid from debt proceeds. The Western County Operating Fund will receive 72.23%, or $41,845,291 of all budgeted sales tax revenues. The Coachella 000056 • DRAFT • • • Valley Operating Fund is budgeted to receive 26.39% of Measure A revenues available for projects. The remaining 1.37% is allocated to the Palo Verde Valley. Those revenues will be apportioned as follows: Highways—$16,225,851, or 38.8% of Westem County Measure A sales tax revenues is reserved for highway projects. In the Coachella Valley, $2,293,293, representing 15% of its proportionate share of sales tax revenues, is set aside for highway projects. Commuter rail--$6,789,059, or 16.2% of allocated revenues will be available for rail projects or rail related debt service. Streets & Roads--$16,73 8,116, amounting to 40% of areas revenues in the Western County. The Coachella Valley allocates 35% of its sales tax revenues, which amounts to $5,351,018. All of the $799,481 in sales tax revenues for the Palo Verde Valley are used for local streets and roads. Regional Arterial --The Coachella Valley Operating Fund is projected to receive $6,115,449, amounting to 40% of total area revenues, to use in its regional arterial program. Special Transportation--$2,092,264, equating to 5% of the Westem County share of sales tax revenues will be allocated for commuter assistance and specialized transit. The Coachella Valley will receive $1,528,862 to use in the desert area for fixed route and specialized transit services. In addition to Measure A sales tax revenues, the Western County Operating fund will receive $6,549,034 in state rail bonds and $1,765,000 in CMAQ and TSM funds, as well as $1,482,000 from Union Pacific for rail improvements. The Commission is applying for $1,875,000 out of the state's soundwall retrofit allocation to construct soundwalls along Route 60. The Commuter assistance program is receiving a one time $50,000 state grants of $99,240 and $398,110 in TSM and SB836 , respectively, for rideshare demonstration projects in the Inland Empire. Another $200,860 grant is anticipated from the Surface Transportation Program to fund the Inland Empire Commuter Services. Investment earnings from deposited funds is estimated at $452,252. The Coachella Valley Operating Fund is budgeted to receive $1,444,234 from the Coachella Valley Association of Governments toward regional arterial debt service costs, The only other budgeted source of revenues are investment earnings estimated at $199,337. Freeway Service Patrol Fund --The state provides nearly 80% of the funding for freeway towing services. The state's allocation is budgeted at $493,400, a decrease of 11.7% or $65,600 over 1996/97. This amount is based on the state's estimated budgetary allocation. The state apportions funding throughout the state based on population, freeway miles, and levels of congestion. The state's contribution is matched with an operating transfer of $135,875 from the Service Authority For Freeway Emergencies. I 000057 DRAFT Service Authority For Freeway Emergencies --Vehicle registration user fees make up 78.9% of the total revenues for SAFE activities. It is projected that those revenues will grow 1.9% from $1,050,600 to $1,071,000, based on historical trends and approximate population growth. All of the funding for the ITS study is a non recurring revenue source and is budgted at $200,000, the remaining amount of a grant from the Federal Highway Administration. Investment earnings represent 6.3% of budgeted revenues for a total of $85,500. State Transit Assistance Fund --State transit assistance funds make up 14.3% of total state and federal funding, for a total budgeted amount of $1,987,013. This is an increase of 11.4% from the prior year allocation. The 1996/97 is based on the state's estimate and assumes that after state budget deliberations, the estimate will not change. Based on the last two years and the strong economy, this appears to be a reasonable assumption. Expenditures Measure A Special Revenue --The Measure A Special Revenue Funds are expended on capital construction and improvements to highways, commuter rail, regional arterials, and local streets and roads. Funding is also reserved for commuter assistance and specialized transit programs. Total resources expended from theSpecial Revenue funds in 1998 is budgeted at $66,284,271, representing 84.8% of total Commission expenditures: Measure A special transportation expenditures of $4,961,452 will be disbursed for fixed route and specialized transit(i.e., social service transportation) programs and services. In the Western County Measure A Operating Fund $3,431,813 has been budgeted for this purpose, while the Coachella Valley Measure A Operating Fund will disburse $1,529,639 to the SunLine Transit Agency. Special Revenue Funds Expenditures /<‘ S22,888.615 I $13,586.7721\ Streets 8 Roads - 36.6% Regional Arterial - 21.7% Highways/Commuter Rail - 26.54-6 Other - 15.2% $22,888,615 has been budgeted as distributions for local streets and roads maintenance, with $16,738,116 from the Western County Measure A Operating Fund, another $5,351,018 from the Coachella Valley Measure A Operating Fund, and the remaining $799,481 will be disbursed from the Palo Verde Valley Operating Fund. $9,296,034 will be spent on commuter rail improvements from the Western County Measure A Operating Fund, $548,268 for engineering and $8,747,766 for construction. $13,586,772 is expected to be spent on the regional arterial program in the Coachella Valley. This expenditure from the Coachella Valley Measure A Operating Fund assumes that all bond proceeds from the Coachella Valley Capital Projects Fund have been exhausted. $1,494,180 is included in the Western County Measure A Operating Fund for commuter 000058 • • DRAFT assistance educational and incentive programs. Highway expenditures total $7,306,000 from special revenue funds. Commuter rail expenditures are budgeted at $4,768,676, or 3.7% of total expenditures. Program management has been budgeted at $988,000 in the Western County Measure A Operating Fund. Support costs including legal, audit fees, and other highway expenditures are budgeted at $700,000 in the Western County Measure A Operating Fund. Park and ride expenditures are budgeted at $46,900 for lease of parking locations throughout the Western Riverside County. Debt Service All Measure A sales tax revenues have been pledged as the security for the Commission's senior debt issuances and commercial paper notes. The Commission will have $233,941,395 in outstanding senior debt , and $ 7,046,014 in subordinate bonds. Total interest payments are estimated to be $13,704,021, $13,302,852 for senior bonds and $401,169 for subordinated debt. Total principal retired will amount to $16,095,644. Grand total of all debt service, to be paid from the Measure A Special Revenue Funds, is budgeted at $28,650,284. The Commission will continue to meet its policy of at least a 2 to 1 debt coverage ratio, with the actual ratio projected to be 2.05. Planned new bond issuance will retire the outstanding commercial paper and obtain a small amount of new money including subordinated bonds for local cities. It is anticipated that the Commission will maintain the commercial paper program, at a reduced level, to fund cash flow timing differences and to respond to any new local financing requests. All Measure A debt service is taken "off the top" by the trustee with the remaining sales tax released to the Commission for its various programs. Approximately seventy-two percent(70%) of the debt service is paid by Western County, while the remaining twenty- eight percent((30%) is bourne by the Coachella Valley. An additional $1,444,234 will come from other Coachella Valley revenue sources including Traffic Uniform Mitigation Fees(TUMF) for the debt service on the regional arterial program. Non Measure A Special Revenue Funds-- The non Measure A Special Revenue funds account for motorist assistance expenditures including freeway call boxes and towing service, as well as transit disbursements from the State Transit Assistance Program. These activities are budgeted in the Freeway Service Patrol Fund, the Service Authority For Freeway Emergencies, and the State Transit Assistance Fund. Freeway Service Patrol Fund, which accounts for the Commission's towing service, has total budgeted expenditures of $742,052, an increase of 9.4% from 1996/97 budget of $679,543. Towing service contract charges have increased 3.3% from $563,853 to $582,580. Actual costs may be lower once contract bids have been received. Overtime costs budgeted for the California Highway Patrol have been increased $19,190, up 71.1% from 1996/97 total of $27,000. Other expenditures totalling $22,706 include administrative support, supplies, and communications. 000059 i i DRAFT Service Authority For Freeway Emergencies Fund accounts for the installation and maintenance of a freeway call box system within Riverside County. The expenditures for 1997/98 amount to $1,362,351, a decrease of 15.9% over 1996/97 total of $1,620,871. The full amoun($400,000)t of the ITS study was budgeted in 1998/97, but only half of the amount is expected to be expended by year end. The remaining $200,000 has been budgeted for the 1997/98 fiscal year. There are no planned callbox expansions for 1997/98, compared to approximatley $108,000 in 1996/97. Call box maintenance(i.e., knockdowns, vandalism, and preventive and corrective maintenance is budgeted at $367,888, a moderate increase of 6.7% over the 1996/97 total of $344,766. Operational costs have increased 13.2%, with a budget of $368,134 compared to $325,300, an increase of $42,834. The budget of $70,000 for a consultant to monitor the system and provide operational data has been increased from the 1996/97 level of $50,000. Other budgeted expenditures of $192,454 include staffing, administrative overheard, legal costs, and a contingency of $28,000. An operating transfer of $135,875 will be made to the Freeway Service Patrol as the Commission' match to state funding. State Transit Assistance Fund is used to account for the state budgetary allocation of gas tax revenues designated for transit purposes. The Commission has budgeted $1,816,183 for bus and rail transit capital and/or operating needs. This compares with a budget of $1,300,000 from 1995/96. The increase is due to a higher revenue estimate. CAPITAL PROJECTS FUNDS The Capital Projects Funds account for all debt proceeds from senior bond issuances and commercial paper notes. Total budgeted expenditures for the capital project funds amounts to $1,819,055, less than two percent(2%) of total expenditures. Revenues Total revenues are projected to be $8,576,298, representing 9.9% of total Commission revenues for 1997/98.. The only new source of debt proceeds in 1997/98 is expected to be new debt proceeds of $6,760,000. The remaining source of revenues are investment earnings of $1,318,219 and loan repayments from various cities totalling $423,079. Expenditures Major expenditures are for highways(including interchanges). The budgeted expenditures are as follows: 000060 • DRAFT • • Highway construction: $333,055 has been budgeted for the interchange improvements at the intersection of the Yuma interchange and I-15 in Norco and Corona. All of these expenditures are in the Western County Commercial Paper Fund. (The Commission will actually expend $1,800,000, but most of that amount will be recorded as loan advances to the City of Norco). Highway engineering: A total of $1,395,000 has been budgeted for engineering design from the Western County Capital Projects Fund: $750,000 for Route 91 Van Buren Interchange Final Design Phase II, $120,000 for Soundwall Mary to Magnolia Design, $27,000 for Yuma Interchange Design and $48,000 for Rte 215 preliminary engineering/environmental design. Other highway expenditures of $91,000 are to investigate and complete Phase I appraisal/temporary construction easements Rte 91 Magnolia to Mary. 000061 • 1 -.1 CD O O O O OZZl169 9LC'DCC 009'11 99811 Ma 100'DC9 sea/niaS leuWnalad 1e410 00991 000Ill 09L'19 OLD'S 99Z'{ 001'01S $ealueSWV 00990 009ZIt seapw 009'Cer 000191 000'01Z ODO'CL 0►8'8 009 09 soaping 1141 111 00Z90 aping 097 mouse 00190 01961Z1 :91900 muorts Dwd 990M111 C8L'Dtill arisen to►B61 r►OYLL'LC LLO'Dr6 9L1'8Z9 016'9Z9V slae(o/d /aibl 9191611'9L 9904114/ C81'9181 BZr'LZL'CL 18r'66L 198'L19'ST DL108813 Z9011CL 8811891 919'11nlPuadx3/N01 996Z Lift 91CM weuldln63,4e1n0MA* 00006 969'1891 11IinO MNieJ 000 9Z 09Z'691 96911 196'11 1019611 11903 leuoleselwd PRI 089Zf9 ►9►'fL01 Ot9Z89 QWMol LaNwd OOZLt „0999 6Z1't9C 961'99 OCLOLD suonend0ioe(o/d 00111 ZLL'f19'r1 f!t'LDt Cfi'!if'i ILL D89'C1 091'98► eausupugeMiaMnd 00011 tf 000 00L i YN'i MAWIl6aLl 00►N LD9'tD►'or 00001L siueuwsu91/0 WM 0019/ L9D'081'D Ltr'66L 6Z6'69L'OZ 009'8{/Z s/ueumungsiO 7 00SM 09196r'i uolielwd=uul ituoilkod 00191 0069111 0e19691 slaeloud /paadS 00091 OZL'trD eaueisissvminwwo3 00091 0069111 u0IPKIMue3 iq/d13 I111109 00918 00016 OZ U* MIMS Ielaad914191e 1Z8'911'91 Fitt 000219Z D000OZ Moa1e191em8H 00911 /8Z't►►Z 0009611 Dlint0 C1 u0pangsu001sa 9 �femH OOti! . 008 ►1Z'1 8DL'8►0'1 000'111 006'911'1 000'09 �1/eeu1� LL1wO�eu( 00111 _Iad 00011 110'199 ala%ud MVO: 601 M 91921 C99'119 (nom Nip ooLCL)pea4ieeolsuonaladO ro9'C!9'{ fOL'tf Melee 8Dr'OC{ awls dulls supine eauly 9 kiln leuuoua rei a1 tOL'L t mums poi yen uoddnS uolsspow03 d mkt 196 f9L'9t iue8edoid D►LZt 9C6'Ot Ls��(l/eoyd om 1l0 6DL 01t'LZ DC6'01 1 is(jeuymen O!i'iti 196'99 11911 999'01 lie0euenatunom MIMS 01Z'9 199Z 619'CZL uo/rrlwuio3ewJoviel3 911'DZL t6r9C1 Zul 969 199901 1911 sieOeuenunzawd {I6YLZ 9914 COt Z 919'81 t JeJGio lelaueuld 18143 011191 Z06'91, 1,094I 619'991 &maul°luelslssd 20t111 Qrr'!It 099'9 MIT 109'191 �ixll0eupslssy J /0 Mn3ex3 • fillUdIALs1eSJeuuosred_ 0Z9't OLOO 00t'961 esee7 evio OOOCL PIM Jaded uo!>nlsuo3 Apnea aauelslssy lafleA a{ua F uno pump /elateunuo3 )(nom O e11a4a� ilsuul elayaeo0 A l 3iyS lolled J+und pulw0 ureiseM aie3S Wed wetseM eapveS luaua° uwiseI AeMeeud VdC1 iMpng pesodoid 96611661 OtInd AB -16-1661 11113A 7vpsid !I ppd d21VWWnS 13001111 uolsslwwo lr0dsue4tAMMO • • • DEPARTMENT BUDGETS DRAFT 000063 30-Apr-97 08:22:41 AM REVENUES: Riverside County Transportation Commission BUDGET SUMMARY BY DEPARTMENT 1997--1998 Proposed Budget ?996/97 1995/1996 Approved Actuals Budget 1996/97 Revised Budget 'RAFT 1997/98 Proposed Doflar Percent Budget Changes Change Sales Tax Revenues —Measure A Sales Tax Revenues —Non Measure A STA Transit Allocation SAFE User Fees Reimbursements Other Revenue Interest Income TOTAL REVENUES: EXPENDITURES: MANAGEMENT SERV/ CES: Administration Finance and Accounting TOTAL MANAGEMENT SERVIC IES 0 ON MEASURE A PROGRAMS Transportation Planning and Programmin Rail Programs Motorist Assistance Property Management TOTAL NON MEASUE A PROGRAMS MEASURE A PROGRAMS: Project Development and Implementation Special Transportation Programs TAL MEASURE A PROGRAM Contingency Total Expenditures Excess(Deficiency)of Revenues Over E Other Financing Sources(Uses): Operating Transfers Commercial Paper Net Financing Sources(Uses) I Excess(Deficiency)of Revenues Over E ar Year Fund Balance Ending Fund Balance 55,413,939 55,381,000 56,500,000 59,541,000 3,041,000 5.4% 5,700,800 5,369,425 5,369,425 5,471,794 102,369 1.9% 1,670,743 1,429,650 1,782,965 1,987,013 204,048 11.4% 1,031,117 1,030,000 1,050,600 1,071,000 20,400 1.9% 7,754,485 9,463,389 5,841,981 12,805,644 6,963,663 119.2% 2,727,645 4,615,888 2,876,881 3,716,313 839,432 29.2% 6,326,771 3,372,000 6,321,000 2,280,864 (4,040,136) -63.9% 80,625,501 80,661,352 79,742,852 86,873,628 7,130,776 8.9% 855,264 615,998 1,471,262 68,614,182 3,938,493 72,552,675 1,744,789 3,096, 771 1,573,024 180,939 6,595,522 80,619,459 6,041 (24,278,512) 14,000,000 (10,278,512) (10,272,471) 68,059,607 57, 787,136 1,015,0781,018,102 625,529 626,696 1,640,607 1,644,798 84,974,819 5,900,196 90,875,015 Z142,512 4,018,822 1,985,234 389,256 8,535,824 2,500,000 103,551,446 (22,890,094) (26,934,553) 10,100,000 (16,834,553) (39,724,647) 106,352,410 66, 627, 763 1,096,071 627,546 1,723,617 77,,169 7.7% 850 0.1 % 78,819 4.8% 87,799,921 59,303,996 (28,495,92 -32.5% 4,357,792 6,726,170 2,368,37( 54.3% 92,157,713 66,030,166 (26127',54n -28.4% 2,254,845 4,019,423 2,044,679 431,771 8,750,718 8,362,332 110,915, 561 (31,172, 709) (25,963,959) (25,963,959) (57,136,668) 125,196,281 68,059,613 2,843,196 3,950,692 1,855,423 288,418 8,937,728 1,475,000 78,166,510 588,351 26.1 % (68,731) -1.7% (189,256) -9.3% (143,353) -33.2% 187,010 2.1 % (6,887,332) -82.4% (32,749,051) -29.5% 8,707,118 39,879,827-127.9% (75,072,327) 55,360,000 (19,712,327) (11,005,209) 68,059,607 57,054,398 (49,108,368) 189.1 % 6,251,632 -24.1% 46,131,459 -80.7% (57,136,674) -45.6% (11,005,215) -16.2% 000064 l; DR A F ar i ADMINISTRATION Mission Statement Administer the activities of the agency :with minimal staff complemented with consultants . so as to .effectuate sound transportation _ policies and legislation caompatible with air qua ly s€anciarris and accomplish the delivery of expeditious and cost effective transportation; programs and projects consistent with Commission direcfior Department Overview and Budget -in -Brief The program for administration includes executive management, office management, community relations, and legislative and intergovernmental coordination. The Executive Director is responsible for the day to day operation of the Commission. The Clerk of the Board performs a number of administrative responsibilities to assist the Executive Director including functional operation of Commission headquarters, agenda preparation, and human resources administration. The Commission must interact with a number of local, regional, and state agencies on a continual basis. Relationships with other agencies is key to a coordinated approach to transportation issues including congestion relief and air quality attainment. Actual 1996/97 1997/98 Throuah Revised Proposed Dollar Percent Program Costs 6/30/96 Budget Budaet Change Change Staffing 411,582 457,756 418,731 (39,025) -8.5% Operating 259,512 373,736 397,120 23,384 38.8% Projects 0 0 0 0 0% Prof Costs 184,170 186,610 280,220 93,610 50.2% Total . $855,264 $1,018,102 $1,096,071 $77,969 7.7% Department Goals: • Develop a program which promotes high visibility of the Commission within the community especially as it relates to significant accomplishments achieved through Measure A or other funding sources controlled or administered by the Commission. Objective: Annually produce an insert in all major County newspapers that informs the public on the Commission's programs including Measure A progress. Objective: Establish and coordinate press releases to the local media annoucing significant achievements and provding information on Commission actions and activities. (Clerk of the Board) 000065 DRAFT • • Cultivate and maintain communications with other agencies to heighten their awareness of the role of the Commission and its impact on those agencies and their constituents and endeavor to ensure that the goals and objectives of the Commission's program are widely known. Objective: Assign designated staff members to attend other agency meetings requiring written communication on points of discussion and dissemination of that material to all professional staff. Objective: Provide a comprehensive annual report(and more often as time permits) to all County elected officials on the Commission's progress to date, budget and program highlights, and how Commission actions have affected the entire Counry. (Clerk of the Board) Objective: Expand maintain, and regularly(at least monthly)update the Commission 's web site to ensure its relevance and usefulness as a communication tool. (Clerk of the Board). Ensure that Commission policy direction is received and documented prior to initiating or implementing specific action plans. Objective: Clet* of the Board to provide summary of minutes to professional staff noting policy directives, action plans, and other items of interest. Report will be reviewed at weekly staff meeting with responsible staff assigned by Executive Director and completion date established. While maintaining a small staff, promote its effectiveness by improving and developing staff skills, using state of the art working tools , and fostering an environment that encourages and rewards individual and team effort. Objective: Maintain a well documented employee appraisal process which provides clear, understandable, and measurable performance criteria for all employees. (Clerk of the Board) Objective: Objective: Objective: Objective: Design employee handbook documenting personnel policies and procedures by April 30, 1998. (Clerk of the Board) Provide incentive awards to employees who demonstrate individual and team effort consistent with Commission goals and objectives. Encourage participation in seminars and classes related to Commission activities and which complement job responsibilities. Oversee secretarial support staff ensuring responsiveness to needs of professional staff Develop the framework for a RCTC culture that encourages productivity, regular and open communication among staff , and which promotes the mutual achievement of individual and organizational goals and objectives. Objective: Regularly communicate to staff issues important to the Commission and keep them abreast of ongoing developments through use of regular management and staff meetings, and frequent use of written communication. r -Y 000066 DRAFT Objective: Quarterly review organizational results as measured against planned objectives to determine progress in meeting those objectives and to determine actions steps needed, if any, where little or no progress has been made. • Maintain and process Commission agendas, related documentation, and other records in a timely and orderly manner. (Clerk of the Board) Objective: Objective: Objective: Legislative Coordinate agenda processing with staff to ensure items are complete(i.e., back up documentation) and that handouts due to errors are minimized. Complete archiving of Commission records by June 30, 1998, ensuring that record/documentation requests can be obtained quickly and efficiently. Ensure that all agendas comply with applicable laws and regulations including properly noticing all meetings and coordinating Brown Act requirements with legal counsel. • Support enhancements in transportation revenues and funding sources which improve the County's ability to implement its transportation plans. Objective: Work with California Transportation Commission and Regional Transportation Planning Agencies to protect and enhance project funding for Riverside County through influencing policy decisions. Maximize flexibility in the use of existing transportation revenues by supporting legislation to protect and increase current funding levels, insure an equitable distribution of available resources, streamline administrative procedures to reduce costs and time of project development and accelerate the allocation and use of existing resources. Objective Coordinate legislative activities offederal and state legislative consultants. Obtain monthly reports on activities performed and copies of legislation and provide to Commission. Objective: Work with board members to establish policy positions, draft legislation, and take positions on pending legislation. • Objective: Support legislative efforts, in coordination with Rail Program Manager, to enhance safety and reliability of commuter rail infrastructure and operations. • Take appropriate steps to meet state and federal clean air standards, but ensure the practical validity of regulatory requirements in achieving air quality conformity. • Effectively represent the Commission to the state and federal legislatures, state transportation commission and other agencies in funding, programming and policy matters. Objective: Maintain contact and good working relationship with state and federal lawmakers and their staffs. Regularly meet and communicate with them to keep them abreast of County transportation issues, policy positions, and project priorities. 00006 7 • • • • • Significant expenditure and staffing changes The Assistant Director of Legislative Programs has fully assumed programming responsibilities. Nearly forty percent(40%) of her time was reallocated to Transportation Programming Staffing Summary; Staff Position 96/97 Revised 97/98 Proposed 95/96 Actuals Budget Budget Executive Director .94 .94 .94 Asst Dir- Planning/Programming .09 .09 .09 Asst Dir-Legislative Programs 1.00 1.00 .61 Program Managers (3) .31 .31 .26 Ofc Mgr/Clerk of the Board 1.00 1.00 1.00 Allocated support staff 1.03 1.03 1.06 Assigned Pull Time 4.37 4.37 3.96 Equivalent Performance/Workload indicators: Commissioner survey Staff training hours Public opinion survey Number of marketing events Press releases Chairperson review Documents archived Annual report circulation Legislative: Volume of legislation introduced. Number of laws enacted favorable to Commission. Number of laws blocked unfavorable to Commission. Number of laws passed unfavorable to Commission. Number of intergovemmental meetings attended. 00006E Projects or programs funded through budgetary processes. Volume of policies, guidelines and administrative procedures revisions sought to improve programming and funding opportunities for the Commission. Department Budget Discussion The Executive Director oversees all day to day activities of the Commission and is responsible for policy execution as promulgated by the Board of Commissioners. The Clerk of the Board, under the direction of the Executive Director, ensures that agendas are completed consistent with legal and statutory requirements and are processed and mailed timely, that conflict of interests code requirements are met, timely processing of approved contracts and agreements, coordinates the scheduling of the Commission meetings including sub -committees, and assists the commissioners with non -policy related matters. This year, the Commission has, in place, its home page to provide another option for public and private agencies and Riverside County residents to be familiarized with Commission activities. The Clerk of the Board conducts office and personnel functions including Commission and staff secretarial support, and document control and records retention. This position also plays a significant role in community outreach and the coordination of special events and information dissemination. Staffing costs will total $337,542 along with an overhead allocation of $93,178. Supporting consultants and services include legal fees of $85,000. Intergovernmental Programs The Commission must continually stay abreast of developments at both the federal and state level that would impact the Commission and its programs. There is an interdependency that of necessity exists among the many local jurisdictions and agencies within the county and the state which requires close communication and coordination. That interdependency is closely related to transportation program funding, a long standing and key function of the Commission. During the 95/96 fiscal year the Commission established a Legislative Committee to review proposed laws, to set an annual legislative agenda, and to make recommendations to the Commission on legislative positions and other policy matters. The Assistant Director of Intergovernmental Program works with the Legislative Committee to develop the legislative program. The position maintains close contacts with the Commission's legislative consultants in Sacramento and Washington D.C. Though the Commission has always retained a consultant at the state level, a Federal consultant has been retained for the past several years. Dtiue to the importance of federal involvement in transportation revenues, especially during the re -authorization of the Federal transportation program, retention of consultants in Washington D.C. is increasingly important. The 1997/1998 budget anticipates retaining representation at the federal level for the foreseeable future to maintain the County's role in development of federal transportation laws, regulations and funding. The total amount budgeted for legislative consultants is $95,220. Staffing costs and overhead allocation amount to $81,189 and $22,412, respectively. 000069 • • • Personnel and Administrative Overhead Personnel salary and fringe benefits -The budget assumes as a salary increase of two and one half percent (2.5%) to eighteen. The Commission's culture demands a small but highly productive and motivated staff. The Commission has made extensive use of consultants as de facto staff in order to accomplish the extensive work activities. This has proven advantageous for as activity and/or funding has diminished, consultant contracts are either eliminated or reduced. The Commission provides a comprehensive package of benefits to all permanent, salaried employees (Note: all current employees are classified as permanent and salaried). That package includes health, dental, vision and life insurance, short and long term disability, workers compensation, tuition assistance, sick and vacation leave, and retirement benefits in the form of participation in the California Public Employees Retirement System(PERS) and deferred compensation contributions. DRAFT ._ _ a number of staffing reclassification as well . Staff level was reduced by from nineteen Salary 71.5% $1,117,731 Personnel Salary & Fringes Health 6.7% $104,717 Benefits which are tied to salary will increase consistent with any salary adjustments. Other benefit costs are expected to remain unchanged from the prior year. The total change in personnel salary and benefits shows an increase of 7.3 %. Measure A Administrative salary and benefits are budgeted at $412,045, equal to .0069% of Measure A sales tax revenues. Administrative Overhead -Administrative overhead is budgeted to increase at the rate of inflation (assumed at 3.5%): No other substantive changes are anticipated. Overhead costs are allocated to the various departments based on the level of direct staff (exclusive of indirect staff defined as all clerical support) hours assigned to the department. The assigned amounts for administrative support costs are shown in the individual department budgets. 000070 Retirement 16.3% $254,886 Other Fnrpes 5.5% $83,170 Riverside County Transportation Commission ADMINISTRATION 1997-1998 Proposed Budget 1996/97 1996/97 1997/98 -� 1995/1996 Approved Revised Proposed Actuals Budget Budget Budget RAFT� Dollar 'Per+cen Changes Change Personnel Salary & Fringe: Executive Director 146,327 162,743 162,743 165,208 2,465 1.5% Assistant Director-Plannin 9,918 11,031 11,031 11,809 778 7.1 % Assistant Director-Intergo 111,576 124,094 124,094 81,189 (42,905) -34.6% Program Managers 1l & I (3) 33,193 36,917 36,917 31,298 (5,619) -15.2% Clerk of the Commission 110,568 122,972 122,972 129,227 6,255 5.1 % Total Personnel Salary & Fringe Benefits 411,582 457,756 457,756 418,731 (39,025) -8.5% 73000 Office Lease 124,124 208,830 208,830 208,830 OperationslOverhead (73100 thru 73700) 86,170 107,882 110,906 115,590 4,684 4.2% Projects: 81000 Projects -General 81100 Highway & Rail Engineering 81300 Highway & Rail Construction 81400 Highway & Rail ROW 81500 Highway & Rail Special Studies 81600 SCRRA Capital Contribution 85000 Commuter Assistance 86000 Special Projects 86100 Regional Transportation 86200 LTF Disbursements 86300 STA Disbursements 86400 Regional Arterial 87000 Project Maintenance 87100 Project Operations 87200 Project Towing Total Projects Professional Costs: 65100 General Legal Services 92,070 85,000 85,000 85,000 65200 Special Legal Services 65300 Financial Services 65400 Audit Services 65500 Other Professional Service 92,100 101,610 101,610 195,220 '93,610 92.1% Total Professional Costs 184,170 186,610 186,610 280,220 93,610 50.2% Capital Outlay 90000 Capital Outlay -Equipment 49,218 54,000 54,000 72,700 18,700 34.6% Total Administration 855,264 1,015,078 1,018,102 1,096,071 1 7.7% • Riverside County Transportation Commission, ADMINISTRATIVE (SUPPORT 19974998 Proposed Budget 1996I97 1996/97 199511996 Approved ! Revised ActualIs Budget Budget SERVICES AND SUPPLIES Proposed Dollar Percent Budget Changes Change 73000 Office Lease 124,124 208,830 208,830 208,830 73100 Office Expenses 134,180 144,523 197,300 205,731 8,431 4.3% 73200 Communications 47,580 44,250 44,250 46,673 2,423 5.5% 73300 Equipment Maintenance 19,295 32,700 32,700 33,844 1,144 3.5% 73400 Insurance 77,126 87,608 81,000 83,835 2,835 3.5% 73500 Data Processing 32,657 58,000 36,000 37,260 1,260 3.5% 73600 Staff Related Expenses 70,703 77,100 95,000 98,325 3,325 3.5% 73700 Information/Publicity 108,293 169,079 144,200 151,410 7,210 5.0% Total Services and Supplie 613,958 822,090 839,280 865,908 26,628 3.2% FIXED ASSESTS 000 Computer Equipment 37,166 36,500 00 Office Furniture & Improve 11,955 5,000 0000 Office Equipment 97 5,000 90000 Communications Equipment 2,500 90000 Other Improvements 5,000 Total Fixed Assets 49,218 54,000 36,500 5,000 5,000 2,500 5,000 54,000 55,000 5,000 5,000 2,500 5,000 72,500 18,500 18,500 50.7°A TOTAL ALLOCATED OVERHEAD 613,958 822,090 839,280 865,908 26,628 3.2% PERSONNEL SALARY & FRINGE Salaries and Fringes 544,203 616,669 616,669 529,532 (87,137) -14.1 % Total Salaries and Fringes 544,203 616,669 616,669 529,532 (87,137) -14.1 % TOTAL ADMINISTRATIVE SUPPORT 1,158,161 1,438,759 1,455,949 1,395,440 (60,509) -4.2% 097/98 Salaries: Measure A $ 412,045, TDA $ 88,029, SAFE $ 29,458. Remaining salaries and fringes charged as project costs to the three areas. g r„ FINANCE AND ACCOUNTING DRAFT 1 Statement Seek financing alternatives that complement the Commission':. strategic direction. Safeguard the Commission's assets by maintaining strong and prudent fiscal controls in investing, .eccounffng, budgeting and financial<reporfing including ongoing disclosure to all interest parties. Department Overview and Budget- in- Brief Finance and Accounting activities include investing the Commission's cash resources, planning financing endeavors and subsequent maintenance of legal and regulatory requirements. Fiscal accountability involves receiving all funds due the Commission and payment of all Commission obligations, general ledger accounting, regular reporting of the Commission fiscal results, budget preparation and monitoring. Other responsibilities include equipment and office supplies procurement, and the preparation and issuance of purchase orders as required. Actual 1996/97 1997/98 Through Revised Proposed Dollar Percent Program Costs 6/30/96 Budget Budget Change Change Staffing 142,882 158,912 110,830 (48,082) -30.3% Operating 33,241 42,784 44,591 1,807 4.2% Projects 0 0 0 0 0% Prof Costs 439,875 425,000 472,125 47,125 11.1 % Total $615,998 $626,696 $627,546 $850 0.1% Department Goals and Objectives: • Protect the Commission's cash resources by regular monitoring of investment practices to ensure consistency with established investment policy. Objective: Achieve a rate of return at least equal to the County of Riverside Treasu7 pool rate. Objective: Maintain arbitrage yield on debt reserve funds and achieve at least the slime yield on all debt service funds. Manage the Commission's outstanding debt ensuring compliance with applicable laws and regulations and continued investor awareness and receptivity to the Commission's program. Objective: Ensure the completion of arbitrage rebate calculation and refund to the U.S 000073 II DRAFT • • • Treasury(if needed) no later than the deadline required by U.S. Treasury regulations. Objective: If not completed by June 1997, continue to look for opportunities to refund the commercial paper at an all in cost of S% or less. Objective: Annual update and review of program with rating agencies to occur no later than November 1997. Objective: Provide all required disclosures per the Commission's Continuing Disclosure Agreement no later than December 31, 1997. Ensure the Commission complies with Measure A laws and regulations as they relate to annual financial and compliance audits as well as a close cooperation and coordination with independent auditors. Objective: Minimize the number of substantive RCTC management letter comments directly applicable to accounting and requiring corrective action(exclusive of those applicable to other jurisdictions). Objective: Review the audit program and if necessary design an audit process that meets the Commission's needs with minimal disruption to auditees. Implement changes, if any, for periods ending June 30, 1998. Maintain budgetary control through regular monitoring of results and requiring accountability from departments for budget deviations. Objective: Obtain GFOA Distinguished Budget Award for the 97/98 budget with at least one Outstanding category. Objective: Provide quarterly notification to department heads on budget performance, and work with department managers to explain and resolve unfavorable budget variances. Assure fiscal accountability for Measure A funds with general ledger accounting and financial reporting consistent with genrally accepted accounting principles. Objective: Provide monthly activity reports to all program managers ensuring timely response to any noted errors and corrections. Objective: Obtain Certificate of Achievement for Excellence in Financial Reporting from the GFOA. Objective: Implement accounts receivable system by December 31, 1997. Objective: Obtain unqualified opinion on general purpose financial statements, Assist local governments Measure A funding by providing timely allocation of funds for eligible projects and financing opportunities to the extent funding does not impact other programs and is financially feasible and prudent. Objective: Include interested local jurisdictions in Commission's next bond issuance for acceleration of local streets and roads projects. 000074 Significant expenditure and staffing changes The staff reduction is a reassignment of aprofessional staff member involved in the Commission's various audits to project related activities. This is in anticipation ofpotential changes to the Commission's audit program. The 11.1 % increase in professional services assumes the Commission will hire a consultant to perform an update to the Measure A sales tax projections. Staffing Summary: 96/97 Revised 97/98 Proposed Staff Position 95/96 Actua►s Budget Budget Chief Financial Ofcr .89 .89 .89 Program Manager I .40 .40 Support Staff .40 .40 .33 Assigned Full Time Equivalent 1.69 1.69 1.22 Performance/Workload indicators: Investment reporting to the Commission. Qtrly Qtrly Qtrly Debt rating Al/A+ AI/A+ AI/A+ GFOA Certificate of Achievement Awarded Expected Expected GFOA Budget award. N/A Proficient Outstanding In 1 category Average annual rate of return Audit adjustments Invoices/checks processed 0 3,819 2 2 3,900 4,100 Department Budget Discussion A portion of the Commission's resources are allocated to assure financial stability and fiscal 00(1 7� • DRAFT • • • accountability. Adequate cash flow must be maintained while at the same time prudently investing r idle funds. Borrowing needs are carefully planned using both short and long term debt. Once debt is issued there are ongoing responsibilities including interaction with financial advisors, bankers, bond insurance companies, and rating agencies, and regular and consistent information disclosure to investors. Fiscal accountability requires coordination of budget planning and close budget monitoring, and accurate and timely accounting for all funding sources including compliance with all applicable laws and regulations governing those funds. Accounting encompasses cash receipt and disbursement functions, maintenance of the general ledger including project cost accounting, retention of and coordination with independent auditors, payroll processing, and quarterly and annual financial reporting. Safeguarding and protecting the Commission's assets is appropriately a functon of fiscal accountablity. For that reason, the Finance and Accounting Department oversees property management activities and administers the purchasing and procurement of Commission personal property assets. Department staffing costs(exclusive of property management) will total $110,830 with an overhead allocation of $44,591. Consultants and services include general legal fees of $15,000, bond counsel fees of $50,000 debt maintenance issues, $122,500 for financial advisory services, and $284,625 for audit services(not including $50,000 budgeted in Project Development and Implementation for program audits). 000076 Personnel Salary & Fringe: Riverside County Transportation Commission FINANCE AND ACCOUNTING 19071998 Proposed Budget 1996J97 1996/97 1995/1996 Approved Revised Actualsi Budget Budget DRAFT 1997I98' _- __ __:----- Proposed Dollar Percen Budge! Changes Charge Chief Financia/Officer Program Manager I 103,659 115,288 115,288 110,830 (4,458) -3.9% 39,224 43,624 43,624 (43,624)-100.0% Total Personnel Salary & Fringe Benefits 142,882 158,912 158,912 110,830 (48,082) -30.3% 73000 Office Lease OperationslOverhead (73100 thru 73700) 33,241 41,617 42,784 44,591 1,807 4.2% Projects: 81000 Projects -General 81100 Highway & Rail Engineering 81300 Highway & Rail Construction 81400 Highway & Rail ROW 81500 Highway & Rail Special Studies 81600 SCRRA Capital Contribution 85000 Commuter Assistance 86000 Special Projects 86100 Regional Transportation 86200 LTF Disbursements 86300 STA Disbursements 86400 Regional Arterial 87000 Project Maintenance 87100 Project Operations 87200 Project Towing Total Projects Professional Costs: 65100 General Legal Services 17,975 15,000 15,000 15,000 65200 Special Legal Services 14,295 50,000 50,000 50,000 65300 Financial Services 104,649 85,000 85,000 122,500 37,500 44.1% 65400 Audit Services 302,956 275,000 275,000 284,625 9,625 3.5% 65500 Other Professional Services Total Professional Costs 439,875 425,000 425,000 472,125 47,125 11.1% Capital Outliay 90000 Capital Outlay -Equipment Total Measure A Project Financing 615,998 625,529 626,696 627,546 850 0.1% 0000 rr • PROJECT DEVELOPMENT AND IMPLEMENTATION DRAFT Mission Statement To keep the Commission's compact with the voters of Riverside County by accelerating the planning, programming, and implementation of projects and programs in the Measure A Transportation Improvement Plan to the extent funds are available. To ensure that capital projects are environmentally acceptable, technically sound and effectively designed in a manner that is economical Find cost effective. Department Overview and Budget -in -Brief The Project Development and Implementation Department is responsible for major highway and rail capital projects from initial Environmental study through preliminary engineering, final design, right of way acquisition and construction. Nearly of the Commission's budget originates in this department. The department is managed by the Deputy Executive Director to accelerate delivery of capital improvements to highway and rail projects throughout the County of Riverside. The highway improvements include additional lane capacity, more efficient interchanges, larger bridges, and traffic control measures such as ramp metering. The Commission will continue protective acquisition of highway rights of way as funds permit. The Commuter Rail program includes identification/pursuit of funding to underwrite the cost of implementing commuter rail improvements leading to service implementation; and implementation of rail capital improvements, including but not limited to, purchase of equipment, construction of stations, and construction of rail line improvements. Program Costs Staffing Operating Projects Prof Costs Total Actua/ Through 6/30/96 290,983 194,882 67, 830, 554 297,763 68, 614,182 1996/97 Revised Budget 323,628 250,825 86, 715,468 510,000 $87, 799,921 1997/98 Proposed Budget 270,331 261,419 58,490,496 281,750 $59,303,996 Dollar Percent Change Change (53,297) 10,594 (28,224,972) (228,250) ($28,495,925) -16.5% 4.2% -32.5% -44.8% -33.5% 000078 DRAFT Department Goals: Continue prudent rights of way protection and preservation activities for Measure A projects to control long range project costs and project feasibility. Objective: Purchase right of way to protect right-of-way required by future projects if funding is available. Build upon and strengthen the partnership with Caltrans toward timely delivery of identified Measure A and State Transportation Improvement Program(STIP) projects. Objective: Hold meetings with Caltrans to discuss project scoping and cost issues for all STIP & Measure A funded projects in Riverside County. Objective: Achieve resolution of outstanding project scope and cost issues with Caltrans and participate actively in project development and engineering decisions by Caltrans. To the extent permitted by law, pursue reasonable involvement of local firms and minority and women business enterprises in contract work Objective: Maintain goal of minimum 14% DBE participation in all contracts. Continue to review quarterly report on DBE participation levels. Provide effective communication of project progress to the Commission board members, Caltrans, and FHWA. Objective: Provide monthly contract status and cost schedule reports to the Commission and to Caltrans. Maintain good management control jointly with program management consultant and Caltrans. Objective: Project coordinators and manager to hold regularly scheduled project status and trend meetings with all consultants to ensure quality check and budget and scheduling control. Continue to work towards obtaining resolution of scope for projects identified in Strategic Plan, completion of preliminary engineering and environmental requirements to create shelf ready Measure A identified projects to enable rapid implementation as funding permits. Objective: Continue to work with Caltrans, the County of Riverside and the cities of Riverside County to obtain resolution of scoping issues and complete preliminary and environmental studies for identified projects. Implement capital improvements in coordination with the Rail Program Manager to increase the scope of commuter rail facilities. Objective: Complete trackage improvements through Santa Fe, and administer core station arid layover facility projects to support the Inland Empire Orange County line. Objective: Construct Southside platform and pedestrian overcrossing. Objective: Continue efforts to involve appropriate parties, including the adjacent communities and local jurisdictions in planning and development of additional rail stations. Assure public recognition of Measure A contributions toward local projects by requiring local agencies to use Measure A signs. 000079 • • • DRAFT Significant expenditure and staffing The reduction in project costs reflects the pace of activity for regional arterial construction expenditures through fiscal year 1996/97.. Most of the Measure A funds available for the regional arterial program have been exhausted, and the 1997/98 assumes spending the remaining balances. The level of litigation for Route 70 property acquisitions is expected to diminish. Accordingly, legal costs have been adjusted downward. With reduced levels of Bechtel project personnel, the level of support staff was reduced and reallocated to all Commission professional staff members. Staffing Summary: 96/97 Revised 97/98 Proposed Staff Position 95/96 Actuals Budget Budget Deputy Executive Director 1.00 1.00 1.00 Program Manager 11 .43 .43 15 Staff Analyst II .31 31 31 Staff Analyst I .06 .06 .00 Commission Support Staff 2.55 2.55 2.14 Assigned Full Time Equivalent 4.35 4.35 3.60 Performance/Workload Indicators: Projects Completed: SR-79 Lambs Canyon Complete June 96 SR-91 Northmoore Noise Wall Complete March 97 (?) SR-79 Rockfall Mitigation in Lamb Cyn Complete March 97 Projects Under Construction: Completion of Lamb Canyon Median Barrier. Completion of construction on Yuma Interchange. Completion of design and constuction on the Phase 1 Soundwalls along Rt 91. Completion of design and construction on the South Side Station Project. Completion of the Corona Bypass and Rte 79 Realignment Studies 0070 0 DRAFT Start of construction for various projects along Route 111. Completion of Moreno Valley Park & Ride Lot Department Budget Discussion State and federal funding expected to be allocated to Measure A identified highway improvements is becoming scarce due to a number of factors including: "seismic retrofit" priorities by the state, lower than expected state and federal gas tax revenue receipts, and increased pressure to use the transportation trust fund revenues to balance the federal budget by limiting funding authorizations to the states. Representatives of the federal Department of Transportation are predicting a continued decline in revenues allocated for transportation over the next several years as this pressure increases. As a result, the ability of the California Transportation Commission(CTC) to allocate funds for highway and rail improvements through the STIP Process has been severely impacted. In 1996, with no new revenues projected, the CTC adopted a STIP which included approximately 15% less revenues for Riverside County than had been programmed in the 1994 STIP. The effect of this reduced funding was the loss of two projects from the 1994 STIP: the SR 60 widening from the 60/21East Junction to Redlands Blvd., and rail improvements on the San Jacinto Branch Line. These projects will now have to be rebid in some future STIP. Measure A Highway projects which remained in the 1996 STIP were: Route 86 Phase 3 construction; Route 60/I-215 widening from Valley Way to University Avenue; the 60/913-215 Interchange Phase 1 direct connector construction ( SR 603-215 west to SR 91 south); a Truck Bypass at the 60/215 East Junction, and; a portion of the I-215 widening project from University Avenue to the 603-215 East Junction. HIGHWAY AND RAIL PROJECT DEVELOPMENT AND IMPLEMENTATION Measure A Funded Projects -The major rail construction project in the 1997/98 budget is the South Side Platform Project at the Downtown Riverside Station estimated at $9.2 million, to be funded by UP ($1.5 million) and State Rail Bonds ($7.7 million). The major highway project will be the start of construction of the new HOV lanes between Valley Way and University Ave. This project will be the first of many important projects on I-215 in the City of Riverside. Other highway projects include the construction of a portion of the SR 91 Soundwalls, operational improvements along Highway 111 in the Coachella Valley, construction of Phase III of SR 86, and completion of the Yuma Interchange. Preliminary engineering studies started in FY 1996/97 for both the Corona Bypass and the SR 79 realignment in the Cities of Hemet and San Jacinto will be completed. Work will continue on 'the preliminary engineering and environmental documents for the I-215 projects and the new Galena Interchange.(See the Projects Summary for a brief synopsis on each project included in the Commission's capital program for 1997/98). Program Management —The successful delivery of the rail and highway improvements in the relatively short time since Measure A was approved has been possible largely due to two factors: First, the 000081. • • • • • decision to use bond proceeds to fund the projects; and secondly, the decision to enlist the service of Bechtel Civil, Inc for technical advise and program management services. The level of Bechtel staff personnel is currently two engineering, two cost controls, and two administrative. The SR 60/91/I-215 interchange and I-215 improvements are the centerpiece of the Measure A Highway Program. The I-215 widening projects are STIP funded. Project development work is the responsibility of Caltrans District 08; however, the Commission has provided considerable consultant assistance in both the preparation of the preliminary engineering studies and preparation of the Environmental Impact Report (EIR). Commission program management staff have also spent considerable time to resolve scoping issues between various agencies that will define the nature of the I- 215 project to be constructed. LOCAL STREETS & ROADS The Commission disburses funds for the Measure A local streets and roads. The budgeted amount is set by formula established in the Measure A Transportation Improvement Plan (TIP). Local jurisdictions will receive $22,888,615 for local streets and roads maintenance, repair, and construction. Each jurisdiction's respective allocation is based on population and sales tax generated. A number of jurisdictions in the Western County have entered into loan agreements with the Commission for advance acceleration of their Measure A streets and roads allocations. The annual principal and interest payments for these loans are deducted by the Commission from each city's respective disbursements based on the terms of the loan agreements. The participating jurisdictions are the cities of Canyon Lake, Corona, and Norco(although there have been no advances against the norco loan committment). There are three cities in the Coachella Valley which do not participate in the Traffic Uniform Mitigation Fee Program (TUMF). The Measure A allocations of those three cities, Coachella, La Quinta, and Desert Hot Springs are remitted to the Coachella Valley Association of Governments (CVAG) in lieu of the TUMF. Total Measure A funding.under the local streets and roads programs to be received by CVAG is $ . The Coachella Valley has a discretionary five percent of their sales tax revenues that may be allocated for either streets and roads or transit as determined by CVAG. For the 1997/98 fiscal year , CVAG has allocated that five percent to transit which has been reflected in the current budget. The local street and road money for the Palo Verde Valley Area is divided proportionately between the City of Blythe and the County of Riverside based on population and sales tax generated. 00008 Projects Summary Western County Projects: Route 60 - Pigeon Pass/ Frederick Street Park and Ride Lot DRAFT The City of Moreno Valley and Caltrans both requested that the construction of the Park and Ride Lot be completed. This is in support of RCTC congestion mitigation goals, and recognizes that a facility like this supports Ride Sharing, removes vehicle trips from home facilities at point of origin and supports trip reduction. Caltrans will be allocating $300,000 of Minor A project funds for the construction with the balance of funds coming from Measure A. The PS &E design package will be completed in fiscal year 1996/97 to bid for the construction. Cost: $360,000 Operating budget Impact: None - Caltrans will have maintenance responsibility Strategic Plan Impact: This project serves as mitigation for I-215 construction which is scheduled to commence in the year 2000. Route 60 - Soundwall construction The City of Moreno Valley has identified 5 locations of candidate soundwall projects adjacent to State Route 60 to be part of the State Transportation Improvement Plan (STIP). The purpose is to suppress existing and future intensity of sound generated by freeway traffic to residences affected, prior to the opening of the freeway or subsequent widening or alteration of the freeway which resulted in a significant and measurable increase in the ambient noise level. Cost: $3,000,000 Operating Budget Impact: None. Construction costs will be reimbursed by the State upon completion to RCTC. Strategic Plan Impact: While this project was not specifically identified in the strategic plan, it nonetheless makes improvements along a route included in the Plan. The funding is being made available by the State under a special soundwall retrofit program. Route 74 - Ethanac Alignment EIS Prepare a Project Report and Environmental Documents for State Route 74 realignment along the proposed Ethanac Regional Corridor in the City of Perris. Cost: $450,000 Operating Budget Impact: None • • • 000083 1 - DRAFT • Route 91- Soundwall construction With the additional lanes constructed in the median for car pools and the proposed outside widening as part of future projects, several locations have been identified for the construction of soundwalls along route 91 from Magnolia Ave. To Mary St. The purpose is to suppress existing and future intensity of sound generated by freeway traffic to residences affected, prior to the opening of the High Occupancy Vehicle (HOV) lanes, subsequent or alteration of the freeway which resulted in a significant and measurable increase in the ambient noise level. These improvements provide required mitigation for the HOV projects. The Project will require the acquisition of seven easements for the wall construction. Design is in the final stages of completion to prepare a package to go out to bids for the construction contract. Cost: $120,000 (Engineering) $ 91,000 (Appraisals and Acquisition of Easements) $2,459,000 (Construction) Operating Budget Impact: None - Once construction is completed, Caltrans will assume all maintenance responsibilities. Strategic Plan Impact: The 97/98 budget includes Phase I of the soundwall construction. Phase II is not funded until the year 2000 in the Plan. The Strategic Plan allows for staged implementation of soundwalls and auxilliary lanes along Route 91. These soundwalls are required mitigation for the HOV lanes constructed on Route 91. Route 91- Van Buren Interchange Design (Phase II) Phase II of this project is to complete design of the future interchange improvements on Van Buren Blvd. This phase of of the project will improve the local circulation element, widen and lengthen that span of the bridge and improve ramp access. This interchange is currently the most congested interchange along Route 91. The first phase (Phase I) which added a new eastbound off ramp was completed in 1996. The construction of the interchange improvement which is identified as Phase III is currently scheduled in the year 2001. Cost: $750,000 Operating Budget Impact: None. Caltrans and City of Riverside will share responsibilities for the Maintenance, signaling and landscaping. Stategic Plan Impact: One of the aspects of Measure A is construction of interchanges which improve local circulation or promote job development. Van Buren is one of the interchanges to relieve local congestions. 000084 DR = FT Route 91- Corona By-pass Tollroad Perform a preliminary feasibility assessment of a Corona By-pass Toll Road. A potential corridor has been identified which would provide a by-pass route of congestion on State Route91, between Interstate 15 and the Orange County Line in the City of Corona. Cost: $69,220 Operating Budget Impact: None. This is only to perform a feasibility study. Strategic Plan Impact: Although not specifically identified as a Strategic Plan project, it is consistent with long range State Route 91 congestion mitigation goals. Yuma Interchange Complete the interchange construction at Yuma Drive and Interstate 15 in the City of Norco to encourage commercial and industrial development and to create new job opportunities for area residents. The project scope is to widen bridges and adding ramps to change on overpass to an interchange. This project started construction in June 1996. Cost: $27,000 (Field engineering support) $332,000 (Construction Management) $901,055 (Construction contractor) Operating Budget Impact: None. Once construction is completed, Cities of Norco and Corona along with Caltrans will share responsibilities for maintenance, signaling and landscaping. Strategic Plan Impact: The Yuma interchange is listed in the Strategic Plan as a project to promote job development. The Strategic Plan allocated up to $5.5 million for design and construction. The final segment of that project is included in the 97/98 budget. Route 215 Improvements Measure A funding has been programmed to provide Caltrans with technical assistance to develop an agreement between RCTC, Caltrans and the Federal Highways Administration that addresses the scope of improvements to be constructed along I-215, including the SR60/91/I-215 interchange and prepare a draft Environmental Impact Study (EIS) for I-215 projects. Scope of improvements on I-215 will include adding HOV lanes in each direction, truck by-pass lane and a truck climbing lane for traffic easement and improvements to various interchanges, as well as two direct connectors at the interchange. Cost: $48,000 (Preliminary Engineering & Environmental) Operating Budget Impact: None. Only funding at this time is to complete the EIS report. 000085 • • DRAFT • • • Strategic Plan Impact: This is shown in the Strategic Plan as primarily a STIP funded project. The Commission early on elected to move completion of this project along by assuming funding responsibility for engineering and design. Environmental clearance is expected in the 97/98 fiscal year. Program Surveying Services Surveying and mapping services to be performed as part of the preliminary engineering and environmental analysis of a new East/West alignment of State Route 74 south of the City of Perris. Cost: $100,000 Operating Budget Impact: None. Coachella Valley Projects: Route 111 The Commission and CVAG cooperatively programmed an initial $10 million using Measure A highway program funds to complete signal improvements and local intersection widening improvements along State Route 111. The projects that are completed or will be completed as part of this initial amount are identified as Tier I in the Strategic Plan. Cost: - Palm Desert $677,000 Deep Canyon Road Construction $454,000 San Pablo Avenue Construction $420,000 Portola Avenue Construction - Indio $1,061,000 Monroe St. to Rubidoux St. Construction $5,000 Environmental support services for all RT 111 projects Operating Budget Impact: None - Caltrans will be responsible for maintenance 000086 DRAFT Rail Projects: Riverside Downtown Station A new south side passenger and layover train storage facility will be engineered and constructed at the Downtown Riverside Station. RCTC will be responsible for the engineering, construction and construction management of this new facility. New track work will be required and the revenues to cover these cost will be reimbursed by Union Pacific railroad. The new platform is required to eliminate conflicts between freight and commuter rail traffic along the Santa Fe Main Line and to improve train schedule reliability along the Inland Empire to Orange County Line. Funding is programmed from State Rail Bond Program revenues allocated by the California Transportation Commission and passed through to RCTC by the Southern California Regional Rail Authority (SCRRA). Cost: $548,268 (Engineering) $1, 816,000 (Track work) $5,166,766 (Construction) Operating Budget Impact: $144,000 for Landscape and surface maintenance, water/electric services and security guards costs during construction of the facility. These costs will increase once all construction is complete and the Downtown Station including the south side platform and layover facility are in full operation. Strategic Plan Impact: The Strategic Plan assumes although the project has significantly increased in costs than was anticipated in the Strategic Plan, no Measure A funds are budgeted and state funds are sufficient to cover the increased costs. Other Station Improvements To start preparation for engineering plans for miscellaneous improvements for pedestrian crossings at the West Corona and La Sierra rail stations. Cost: $500,000 (Engineering) Operating Budget Impact: None • San Jacinto Branchline Track Improvement Part of the process of re -programming of carryover Federal Descretionary Surface Transportation Program (STP) and Congestion Mitigation/Air Quality funding from the Intermodal Surface Transportation Efficiency Act (ISTEA) funds was programmed for • 000087 • • • DRAFT improvements to the San Jacinto subdivision to facilitate freight service. The Vrack- imptovement --- study proposes $9.2 million for improvements of which $1.7 million of federal and state funds is for grade crossings and drainage improvements. Cost: $1,765,000 (Construction) Operating Budget Impact: None Construction cost will be reimbursed by the state TSM and CMAQ funds. Strategic Plan Impact: This is consistent with Commission's long term policy goals. While not specifically in the Strategic Plan, the planned improvements can also be used for commuter rail service on the San Jacinto Branch Line, currently an unfunded project in the Stategic Plan. 000088 Personnel Salary & Fringe: Deputy Executive Director Program Manager ll Staff Analyst ll Staff Analyst I Commission Support Staff Total Personnel Salary & Fringe Benefits 73000 Office Lease OperationslOverhead (73100 thru 73700) Projects: 81000 81100 81300 81400 81500 81600 85000 86000 86100 86200 86300 86400 87000 87100 87200 Projects -General Highway & Rail Engineerin Highway & Rail Constructi Highway & Rail ROW Highway & Rail Special Stu SCRRA Capital Contributio Commuter Assistance Special Projects Regional Transportation LTF Disbursements STA Disbursements Regional Arterial Project Maintenance Project Operations Project Towing Total Projects Professional Costs: 65100 65200 65300 65400 65500 General Legal Services Special Legal Services Financial Services Riverside County Transportation. Commission PROJECT DEVELOPMENT & IMPfEMENTATION 1997-1998 Proposed Budget 1996/97 . 1996/97 1997/98--- ---_- - 1995/1996 Approved . Revised Proposed Dollar. Pe Actuals Budget Budget Budget Changes Change. 128,328 43,187 24,688 4,110 90,670 290,983 142,725 48,032 27,458 4,571 100,842 323,628 142,725 148,448 5,723 4.0% 48,032 18,371 (29,661) -61.8% 27,458 21,810 (5,648) -20.6% 4,571 (4,571)-100.0% 100,842 81,703 (19,139) -19.0% 323,628 270,331 (53,29V -16.5% 194,882 243,986 250,825 261,419 10,594 4.2% 1,404,223 1,227,425 1,247,425 1,284,900 37,475 3.0% 1,913,874 780,560 1,625,017 2,443,268 818,251 50.4% 15,097,514 19,271,764 14,460,616 16,886,821 2,426,205 16.8% 1,948,960 59,166 6,976,741 91,000 (6,885,741) -98.7% 53,126 295,000 325,000 94,220 (230,780) -71.0% 1,377,400 2,562,059 62,059 1,214,900 1,152,8411857.7° 21,310,989 21,152,366 21,852,697 22,888,615. 1,035,918 4.7% 24,724,468 38,807,405 40,165,913 13,586,772 (26,579,141) -66.2% 67,830,554 84,155,745 86,715,468 58,490,496 (28,224,972) -32.5% 195,041 160,000 460,000 230,000 (230,000) -50.0% Audit Services 26,500 Other Professional Service 76,222 Total Professional Costs Capital Outlay 90000 Capital Outlay -Equipment Total Measure A Project Development & I 68,614,182 84,974,819 87,799,921 59,303,996 (28,495,925) -33.5% 50,000 41,460 50,000 51,750 1,750 3.5°A 297,763 251,460 510,000 281,750 (228,250) -44.8% • DRAFT SPECIAL TRANSPORTATION Mission Statement To maintain and enhance, as resources allow, transportation opfions for commuters, seniors and persons with disabilities through innovation and communfty: intereciion. Department Overview and Budget -in -Brief Often characterized as the "soft" programs of Measure A, these programs provide a valuable service to the community. Use of alternate forms of transportation is encouraged and promoted through various technical assistance, incentive and educational programs offered to commuters and employers to reduce single occupant vehicle trips and improve air quality. Substantial support is furnished to social service and public transit agencies which serve special and unique needs of seniors and persons with disabilities. Actual 1996/97 1997/98 through Revised Proposed Dollar Percent Program Costs 6/30/96 ud a Budget Change Change Staffing 138,601 154,151 135,398 (18, 753) -12.2% Operating 37,379 48,108 50,140 2,032 4.2% Projects 3,721,657 4,130, 533 6,455,632 2,325,099 56.3% Prof Costs 40,856 25,000 85,000 60,000 240.0% Total 3,938,493 4,357,792 6,726,170 2,368,378 40.1 % Department Goals: Provide timely information to the public regarding Commission implemented projects and support public relations activities of Measure A funded programs by grant recipients. Objective: Respond immediately to written and phone requests for information about various<programs and follow-up as appropriate with written documentation. Objective: Issue press releases as needed and make extensive use of flyers and promotional materials. • Reduce congestion levels by changing commuter patterns to maximize capacity of exisitng infrastructure. 000090 DRAFT Objective: Reduce single occupant vehicle trips through rideshare incentive and educational projects that 0 support all alternate modes of transportation including related facility/technology improvements. Objective: Provide technical assistance and program support to employers offering trip reduction programs. • Provide leadership to encourage local and regional coordination of rideshare programs and maximization of funding resources. Objective: Monitor and affect rideshare regulatory requirements and funding allocations at the federal, state and regional levels through partcipation in allied organizations. Objective: Facilitate development of public/private partnerships in the funding and delivery of rideshare programs. Provide staff resources to assist and support the coordination of rideshare programs in Riverside County, the region, and throughout the state. Objective: Regularly attend the Technical Advisory Committee ofRTAC and its Rideshare subcommittee and other working groups to provide coordination and leadership at the regional level regarding rideshare issues. Objective: Provide assistance and input at various regional and state groups addressing rideshare issues(i.e., Caltrans 1(800)Commute, Southern California Rideshare Board, CALCOG TDM Technical Advisory Committee, SCAQMD Roundtable). • Provide Measure A Specialized Transit Funds and technical assistance to support services which will maintain and/or enhance mobility for seniors, persons with disabilities, and the truly needy. Objective: Allocate fund through contract negotiations with existing providers and monitor performance throughout the year. Objective: Support social service capital acquisition which will improve mobility for seniors and persons with disabilities. Seek grant applications specifically for that purpose. Objective: Provide technical assistance and program support to agencies offering specialized transit programs. Objective: Work closely with Measure A Specialized Transit recipients to ensure the maximum benefit of funding for improved mobility for seniors, persons with disabilities, and the truly needy. Continue to provide staff resources to assist and support the coordination of transit services, within''the County and throughout the State. Objective: Regularly attend the RTAC sub -committee reviewing intercounty services. Objective: Participate on the Board of the California Association for Coordinated Transportation. Objective: Provide input and assistance to the Service Providers Association of Riverside County and the Sunline Access Committee. • 000091 0 Significant Expenditure and Staffing Changes Staffing Summary: Staff Position DRAFT 96/97 Revised 97/98 Proposed 95/96 Actuals Budget Budget Asst Dir-Planning/Programming .04 .04 .00 Program Manager 11 .70 .70 .69 Program Manager I .42 .42 .42 Staff Analyst .31 .31 .00 Support Staff .45 .45 .41 Assigned Full Time Equivalent 1.92 1.92 1.52 Performance/Workload Indicators: Commuter Assistance 1. Number of one-way single occupant vehicle trips reduced as a result ofAdvantage Rideshare incentives. FY 95/96 FY 96/97 FY 97/98 Actuals ,Estimated Proposed - Freeway: (commuters traveling to work 59,241.60 32,760 30,240 Outside the country) - Local: (commuter traveling to work inside 58,249.80 48,825 41,850 The country) 2. Number of Club Ride members: 1,901 2,300 2,500 3. Number of Club Ride business discount partnerhsips: 133 150 150 4. Provision of Employer Transportation Forums: 14 7 8 S. Number of services provided by Inland Empire Commuter Services to support employer trip reduction efforts at worksites: - Survey/RideGuide Services: N/A 188 210 - Technical Assistance Services: N/A 180 85 - RideGuides Produced: N/A 16,000 15,000 6. Number of events participated in by the Commuter Exchange: • - Public Events 14 11 10 - Employer Worksites: 14 12 10 - Elementary Schools 3 36 40 Delivery of Rideshare Connection" broadcast fax information bulletin to employers: N/A 8 18 00009=' 8. Development and distribution of rideshare marketing campaigns for implementation by employers: 1 3 Specialized Transit Number of specialized transit grants awarded. Amount of specialized transit grant funds disbursed for improved mobility. Number of one-way trips provided by Measure A funded transit operators. DRAFT 97 Estimated 96 Actuals Actuals 98 Proposed 14 15 15 $1,250,028 $ 971,211 $3,431,813* 97,750 552000 55,000 Number of one-way trips reimbursed through the Transportation Reimbursement and Information Project (TRIP) -Western County. 32,186 36,937 45,000 Staffing of Citizens ' Advisory Committee/Social Service Transportation Advisory Council monthly meetings. Number of transit tickets provided through the Transportation Access Program (TAP) 106,470 105,177 105,177 (" $2, 014, 666 is available for public transit operators in FY98 due to large carryover from FY 97. We do not yet know how much public oeprators plan to program for use in FY 98.) Department Budget Discussion Specialized Transit The Commission has never wavered in its concern and interest for the special transit needs of seniors and persons with disabilities. In fiscal year 1997/98, the Commission has allocated $3,431,813 in•Measure A specialized transit funds in the Western County to support specialized transit projects. This is an increase of 134.9% or $1,970,788 over 1996/97. This large increase is due to making available all prior year reserves for programming in 1996/97. In addition to traditional dial -a -ride services, the Commission supports innovative programs which provide transit assistance in hard to serve rural areas or for riders having very special transit needs. For example, in the Coachella Valley, the Measure A specialized transit funds are used by SunLine Transit Agency to help support the operation of the Sundial Service, a curb to curb specialized transit service. Total funds budgeted for SunLine amount to $1,529,639 compared to $1,513,443 in 1996/97, an 000093 Westem County Specialized Transit 1998 Funding Allocation increase of $16,196. � DRAFT i •In fiscal year 1996/97 some changes to the award of the specialized transit funds in the Western County are - expected. In December 1995, the Commission adopted a Short Range Transit Plan process for fund allocation in the Western County. The agreement establishes a funding split with 50% of Measure A specialized transit funds allocated to support specialized transit services provided by public transit operators in the Western County, with the remaining 50% to be made available to support specialized transit provided by private, non-profit agencies.(Note: Section 16 match funds and any monies for new programs is reserved exclusively for the not -for - profit organizations). Given the likelihood that future years' revenues will not be in amounts necessary to support a growing number of new specialized transit projects, and since a number of well established, productive services are already in place, the process for recipient/project selection of Western County funds may need to be revised to ensure that limited funds are utilized to provide the greatest benefit to transit dependent individuals. In addition to funding grants, the Commission will support these activities with staff totalling $50,213, legal costs of $10,000, and an overhead allocation of $25,064. Total program costs are budgeted at $5,046,729. Commuter Assistance Commuters personal transportation choices directly impacts the efficiency of local roads and freeways and resulting smog levels generated by tail pipe emissions. Congestion and air quality are important elements affecting quality of life for individuals and communities. The Commission, recognizing that the region can't build its way out of congestion, remains committed to providing innovative, cost effective services, incentives and "information to commuters and employers within Riverside County. With the passage of Measure A in 1988, on -going funding for a Commuter Assistance Program was put in place. The Program provides a three pronged approach offering: 1) incentives to first time and long term ridesharers; 2) rideshare services and tools to employers; and 3) education for the general public, work sites and elementary schools. The multifaceted approach recognizes the value of partnership. A partnership between government, business and individuals who through voluntary efforts make a collective difference in increasing the efficiency of our transportation system - local roads, freeways, commuter rail and public bus as a result of trip reduction and decreased vehicle miles traveled. In 1996/97 one of the Commission's Program projects, Advantage Rideshare, was selected by the Environmental Protection Agency's Transportation Partners to receive one of eight awards nationally. The "Way To Go! Award" recognized Advantage Rideshare for its innovative use of market incentives in: 1) influencing individual transportation choices; 2) reducing greenhouse gases by reducing vehicle miles or trips; 3) increasing transportation options and quality; 4) improving economic efficiency and development; and 5) enhancing community life and environmental quality by reducing unfavorable impacts of travel. The Commission will continue funding its Commuter Assistance Program in 1997/98 with a projected budget of $1,494,180. To assist staff with the administration and on -going operations of the Program and its multiple crojects, a consulting firm has been retained annually by the Commission. Based on excellent performance, the onsulting firm will again be retained for 1997/98. The total consultant contract value is budgeted at 8 157 Although not a part of the Commission's budget, the San Bernardino Associated Governments (SANBAG)• 0000911 DRAFT contracts with the Commission for administration and implementation of its Commute Assistance:Program an employs the same consulting firm. As a result of the Commission's Commuter Assistance Program diversity, ease of implementation and consultan0 staff relationships with employers, the impact of the South Coast Air Quality Management District's Rule 2202 allowing employers to select other options than rideshare programs to reduce air pollution were not as significant as anticipated. While some Riverside County employers did select other options to meet their requirements, many of them also maintained a reduced rideshare effort by continuing their participation in the Commission's Program. The passage of SB836 in 1996/97 has had even greater impact on the Commission's Program as it exempted all employers having 100 to 249 employees at a work site from meeting Rule 2202 requirements. Through provision of $1.5 million for the implementation of voluntary rideshare projects, SB836 established a one year demonstration period to determine if equivalent emissions reductions could be achieved through voluntary efforts by employers. In partnership with SANBAG, the Commission submitted and received SB836 funding for implementation of three projects serving Inland Empire employers or commuters (see Supplemental Projects listed below). The combined impacts of Rule 2202 and SB836 can not be understated. Lower use of alternative modes of transportation by commuters is the direct result of reduced rideshare efforts by employers as historically the highest percentage of rideshare arrangements are formed at work sites. That reality is reflected in the estimated 1996/97 Performance/Workload Indicators as well as those proposed for 1997/98. As the region moves from a regulatory to a voluntary rideshare environment, it is essential that the Commission's Program structure its services and tools to employers so that it just makes good business sense to participate in them. They must be designed to compliment an employers total benefit package, offer something of value to the employer and their employees, and be simple and cost effective to implement at work sites. The 1997/98 Commuter Assistance Program consists of the following core and supplemental projects. Project budgets have been developed based on experience, current trends, scope of work, goals, estimated staff hours, marketing tasks, and estimated participation rates: CORE PROJECTS 1) Advantage Rideshare - Freeway: To reduce single occupant vehicle trips, this short term incentive project offers up to $2/day for each day new ridesharers use an alternate mode of transportation in a three month period. Commuters must live in western Riverside County and travel to work in adjoining counties. Fund: Measure A Budget: $192,390 2) Advantage Rideshare - Local: To reduce single occupant vehicle trips, this short term incentive project offers up to $2/day for each day new ridesharers use an alternate mode of transportation in a three month period. Commuters must live in western Riverside County and travel to work within the county. Fund: Measure A Budget: $188,930 3) Club Ride: To recognize the contribution of long term ridesharers, this project offers over 150 unlimited merchant discounts to commuters who live in western Riverside County and have been ridesharing at least six months. In addition, Club Ride members receive a quarterly newsletter and special discount offerings. 0-0009 • Budget: $183,780 Aik 4) Commuter Exchange: To provide information and materials regarding the -importance and ease of using lip alternate modes of transportation, the 40' mobile resource center attends various events including employer transportation fairs, community activities and schools. The Commuter Exchange recently introduced a new service called Education On The Road for third and fourth grade classes in western Riverside County. The mobile unit brings a field trip experience to elementary schools through creative and interactive lessons about the importance of continuing their ridesharing activities when they become drivers. Customize take-home newsletters help students share what they have learned with their parents. Fund: Measure A Fund: Measure A DRAFT Budget: $200,860 Budget: $ 99,240 6) Employer Transportation Forums: To support employer rideshare efforts this project provides continuing education forums and employer networking opportunities as part of the IECS overall scope of work. This project budget supports expenses not allowed under the federal Surface Transportation Program which funds all litther activities of IECS. und: Measure A Budget: $92,470 5) Inland Empire Commuter Services (IECS): To support voluntary efforts by employers in maintaining and implementing rideshare activities at work sites, this project provides services and tools to Riverside County employers including: technical assistance; continuing education through transportation forums and Rideshare Connection, a broadcast fax; themed marketing campaign materials including state rideshare week; ridematching and AVR survey services; and other specialized efforts/activities as determined by changing conditions. Staff actively participates with other regional and state rideshare entities to provide leadership and coordination of services to Riverside County employers. Fund: Surface Transportation Program Fund: Transportation System Management 7) Buspool Subsidies: To facilitate of use of buspools originating in Riverside County this seat per month subsidy ($1,175/bus/month) to employer and/or commuter operated buspools. existing buspools and reserves funding for one new buspool. Fund: Measure A SUPPLEMENTAL PROJECTS Budget: $ 7,000 project offers a $25 per Budget supports three Budget: $ 56,400 1) I-10 Commute Reduction Project: To address impacts of construction along the I-10 corridor between the 1-15 and the Los Angeles County line and increases in traffic resulting from new activity centers (Ontario Mills mall, Ontario Convention Center and Ontario International Airport) this project provides expanded marketing efforts along the designated corridor to employers with less than 250 employees. Based on source of funding, the project offers short term financial incentives to all commuters traveling to work in the target area regardless of "their county of origin, provides a commuter club for long term ridesharers, and encourages use of a simplified ridematching survey at work sites. w Fund: SB836 Budget: $171,410 2) SR 60 Corridor Campaign: To encourage use of the newly opened SR 60 HOV lane by single occupant vehicle drivers commuting to work in Los Angeles and Orange Counties this project offers short term financial incentives Boall employees of work sites in the destination counties with less than 250 employees who have Riverside and San ernardino based employees traveling on the .SR 60. Fund: SB836 B00�096ud et: $124,160 ®RAFT 3 Extended Employer Services Outreach Project: To develop 1 participation � elop voluntary ndeshare participation by Riverside and San Bernardino employers with less than 250 employees this project provides extended outreach to employers who have not implemented a matchlist survey for the past 18 months or employers who have terminated their ridesh efforts. It offers assistance in executing a ridematching survey, marketing short term financial incentives, a. enrolling long-term ridesharers in a rewards club. Commuter Assistance Program Budget Project Listing Fund: SB836 Budget: $102,540 4 ) Special Project Development/Contingencies: To provide flexibility in addressing changing conditions or needs in providing transportation demand management services to employers and commuters within a fiscal year this project allocates funds for work efforts not anticipated such as special promotions, transportation fairs, studies, reduced funds, etc. Fund: Measure A Budget: $ 75,000 00009'2. • Personnel Salary & Fringe: Riverside County Transportation Commission SPECIAL TRANSPORTATION 1997.1998 Proposed Budget DRAFT 1996/9T 1996/97 1997/98 1995/1996 Approved Revised Proposed Dollar Percent Actuals Budget Budget Budget Changes Change Assistant Director-Plannin 4,959 5,515 5,515 (5,515)-100.0% Program Manager II 71,567 79,596 79,596 84,368 4,772 6.0% Program Manager 41,526 46,185 46,185 51,029 4,844 10.5% Staff Analyst / 20,550 22,855 22,855 (22,855)-100.0% Total Personnel Salary & Fringe Benefits 138,601 154,151 154,151 135,398 (18,753) -12.2% 73000 Office Lease OperationslOverhead (73100 thru 73700) 37,379 46,797 48,108 50,140 2,032 4.2% Projects: 81000 Projects -General 81100 Highway & Rail Engineerin 81300 Highway & Rail Constructi 81400 Highway & Rail ROW 81500 Highway & Rail Special Stu 00 SCRRA Capital Contributio 00 Commuter Assistance 999,108 1,171,129 1,110,565 1,49.1,180 383,615 34.5% 6000 Special Projects 300,075 45,500 (45,500)-100.0% 86100 Regional Transportation 2,722,549 4,203,044 2,974,468 4,961,452 1,986,984 66.8% 86200 LTF Disbursements 86300 STA Disbursements 86400 Regional Arterial 87000 Project Maintenance 87100 Project Operations 87200 Project Towing Total Projects 3,721,657 5,674,248 4,130,533 6,455,632 2,325,099 56.3% Professional Costs: 65100 General Legal Services 40,856 25,000 25,000 25,000 65200 Special Legal Services 65300 Financial Services 65400 Audit Services 65500 Other Professional Service 60,000 60,000 100.0% Total Professional Costs 40,856 25,000 25,000 85,000 60,000 240.0% Capital Outlay IVO Capital Outlay -Equipment Total Measure A Special Transportation 3,938,493 5,900,196 4,357,792 6,726,170 2,368,378 40.1% 000098 DRAFT TRANSPORTATION PLANNING AND PROGRAMMING To exert leadership in providing a sound planning basis for transportation policies and programs ! and to achieve maximum leveraged return of federal and state resources on local investment. Department Overview and Budget -in -Brief The Commission is responsible for short range transportation planning and programming. Planning includes the development of the county wide short range transit plan including coordination and input to long range transportation planning efforts at the Coachella Valley Association of Governments (CVAG) and the Western Riverside Council of Governments (WRCOG).. Coordination on long range planning efforts with CVAG and WRCOG is integral to the Southern California Association of Governments (SCAG) "bottoms up" regional planning process. The Commission serves as the designated Congestion Management Agency (CMA) for Riverside County and is responsible for developing and maintaining the Congestion Management Program (CMP). Programming includes program development, review and approval of funding programs/projects to be incorporated into the county wide Transportation Improvement Plan (TIP). The funding programs the Commission has responsibility for include: Measure A programs/projects, Local Transportation Funds (LTF), State Transit Assistance (STA), Surface Transportation Program (STP), Congestion Mitigation and Air Quality (CMAQ), Federal Congestion Relief (FCR), Transportation Enhancement Activities (TEA), Federal Transit Assistance (FTA Sections 3, 9,16,18), and Transit Capital Improvements (TCI). Actual . 1996/97 1997/98 Throuah Revised Proposed Dollar Percent Program Costs 6/30/96 Budget Budaet Change Change Staffing 238,519 265,278 248,832 (16,446) -6.2% Operating 66,482 85,567 89,181 3,614 4.2% Projects 1,377,215 1,829,000 2,265,183 436,183 23.8% Prof Costs 62,573 75,000 240,000 165,000 220.0% Total 1,744.789 $2.254.845 $2.843,196 $588.351 27.5% Department Goals: Planning Build upon relationships with sub regional planning entities and other affected agencies to coordinate long range planning to ensure that long range projects are consistent with the RCTC short range program of • • 000099 • • projects. DRAFT - - Objective: Devise a capital program element of the fiscal budget which is consistent with the RTIP. • Continue to seek a stronger role, including funding, for county transportation agencies in the broader regional transportation and air quality programs of the Southern California Association of Governments and the South Coast Air Quality Management District through the Regional Transportation Agencies' Coalition. Objective: Work to establish direct RTAC or county transportation commissions representation on the SCAG board. Apply the formula allocation transit planning process which evolved from the recommendations of the Barton Aschman study. With this policy direction to comprehensively review transit planning, resource allocation, and service implementation policyies requirements, including appropriate coordination of commuter rail, inter -county and inter -city bus, local bus and paratransit, and social service transportation services. Objective: Review the short range transit plans of all operators ensuring consistency with Commission policy and established standards and constructively critique those plans. Objective: Monitor transit operators Quarterly Capital Grants Reports Objective: Secure audit firm to conduct triennial performance audits Work with Southern California Association of Governments, Western Riverside Council of Governments (WRCOG), Coachella Valley Associated Governments (CVAG), and local agencies to substitute a transportation monitoring program for the land use coordination element of the Congestion Management Program, and if successful, to implement this Enhanced Transportation System Monitoring Element. Objective: Obtain federal certification for the Congestion Management System. Objective: Develop the Enhanced Transportation Monitoring Element using existing traffic information data to the extent possible and in a cost efficient manner • Work with Caltrans and local governments including transit operators and seek opportunities to develop and implement Intelligent Transportation System applications which improve the accessability of highway and transit information to the public as well as seek opportunities to achieve operational efficiencies. Objective: Seek federal and state funding sources to support implementation of ITS strategies. Objective: Complete the ITS Strategic Deployment Plan by December 31, 1997. Work with Caltrans, public operators and social service agencies to ensure a competitive process statewide for the allocation of Federal transportation dollars for social service programs. Objective: Conduct a competitive call for projects to allocate FTA Section 16 program funds. Programming • Improve the maintenance of project database to more accurately reflect priorities and to better measure air quality attainment efforts. 000100 1, DRAFT Objective: Complete the 1997 RTIP and the 1998 STIP for Riverside County. Objective: Incorporate all of the STIP and non STIP program work in the RTIP to reflect project work toward enhancing air quality and meeting transportation goals. Objective: Work with Caltrans and other local agencies to provide timely completion of all program amendments and calls for projects to assure available funding and an accurate database. Provide maximum funding and flexibility for programming of projects in the State Transportation Improvement Program. Objective: Work strategically with Caltrans, CTC, and other commissions to update database, programming guidelines, and funding procedures. Objective: Continue to strategically program projects and obligate funds in an expeditious manner for the maximum use of all available funding. Air Quality • Facilitate public and private investments in clean air technology in support of the broader air quality programs tithe Southern California Association of Governments, the South Coast Air Quality Management District and Riverside County local entities. Objective: Actively participate on the Mobile Source Air Pollution Reduction Review Committee at both the policy and staff levels to provide leadership in the development of its work program disbursing $12 million annually to reduce mobile source emissions. Objective: Influence the development of the Interstate Clean Transportation Corridor plan to facilitate the location of clean fuel infrastructure and deployment of clean fuel equipment along designated corridors in Riverside County and the greater region through financial support and staff particOation. Objective: Support Regional and local agencies efforts in establishing and maintaining Clean Cities designations from the Environmental Portection Agency through staff participation and adoption of policies requiring use of clean fuels technology where appropriate. Significant expenditure and staffing changes Staffing Summary: 96/97 Revised 97/98 Proposed Staff Position 95/96 Actuals Budget Budget • 000101 • • • Asst Dir-Planning/Programming .61 .61 Asst Dir-Intergovemmental .00 .00 .39 Program Manager II .13 .13 .00 Program Manager 11 .06 .06 .05 Program Manager I .58 .58 .58 Program Manager I .10 .10 .10 Staff Analyst 11 .69 .69 .69 Staff Analyst I .42 .42 .00 Allocated Support Staff .80 .80 .82 Full Time Equivalent 3.39 329 3.07 Performance/Workload indicators: Programming projects for 1998 STIP. Complete 1998-2005 RTIP. STP and CMAQ project call. SB 821 call for projects . Call for TCI funds. Allocation of FTA Section 16 Monitor the Congestion Mgmt. System Short Range Transit Plans. RTIP project amendments . Monthly processing of all LTF claims. Departmental Budget Discussion L _WRAF' Transportation Planning and Programming Pending legislation within the state and discussions at the federal level continue to suggest a significant restructuring of the transportation funding process may occur. At the state level SB 45, if enacted, may provide enhanced local control of funds for highway and local street and road projects. The continuation of a restructuring "theme" makes it difficult to predict how the ' Commission's existing processes and programs may be impacted. With this as an overriding condition the anticipated work effort will be concentrated on the Commission's traditional ` ` activities outside of Measure A with a total budgeted amount of $ Transportation Planning The Commission's role in regional decision making and planning during next year will involve working with local, regional, state and federal agencies to ensure local agency(s) project(s) are 000102 DRAFT included in the federally approved Regional Transportation Improvement Program (RTIP). Information will be shared with other agencies on regional discussions in finalizing the 1997 updates of the Air Quality Management Plan and Regional Transportation Plan. Staff will keep local agencies apprised of the status of the RTIP conformity finding. Being a participant in this process will enable the Commission to continue to be a resource to local agencies by facilitating the exchange of information on the evolving state and federal transportation arena. As the designated Congestion Management Agency for the County of Riverside, the Commission administers and updates the state mandated Congestion Management Program (CMP). This years' efforts for the biennial update will be focused on modifying the Land Use Coordination Element to align it with the Federal Congestion Management System (CMS) and Traffic Monitoring System (TMS) requirements. Staffwil work closely with SCAG, other county transportation agencies, Caltrans, and local agencies to streamline existing processes and enhance the ability to monitor, evaluate, and improve the local street and highway system in Riverside County. The Commission provides staff support and consulting support for this responsibility. The Proposed 1997/98 budget includes $80,000 for the services of a congestion management consulting firm, and $ for staffing costs. Several agencies are supported by the Commission in performing short range transit planning functions through committees such as the Western Riverside Short Range Transit Plan Committee and the Southern California Regional Rail Authority(SCRRA) Technical Advisory Committee. Staff support is also provided to the Commission's Citizens Advisory Committee which makes recommendations to the Commission on transit planning including coordination of social service transportation issues. In 1995/96, the Commission, along with the Western County transit operators incorporated the recommendations of the Barton Aschman report to have RTA lead the development of the 1998-2004 Short Range Transit Plan. In the 1997/98 fiscal year, the Commission will conduct unmet needs hearings, assist in coordinating the development, review and approval of the annual countywide Short Range Transit Plan (SRTP) and allocate transit funding resources. Transit funding includes local transportation and state transit assistance funds under the state Transportation Development Act (TDA), and various Federal Transit Administration (FTA) sources. The Commission's budget includes the STA funds as a budgeted special revenue fund. Total expenditures are estimated to be $1,816,183. This amount is subject to state budgetary allocation, and may be revised once the State's budget is adopted. The division of STA funds is based on a population formula allocation with an 80/20 split between bus and rail transit for planning purposes. Transportation Programming There are a number of federal and state funding sources that are programmed by the Commission. Coordination of the annual Transit Capital Improvement program submittal to Caltrans and the California Transportation Commission must be done through the Commission. Annually Commission staff administers bicycle and pedestrian funds made available through TDA funding sources and selects eligible projects which meet established criteria. Local Transportation planning funds are also disbursed by the Commission after a call for projects and an eligibility screening process. 000103 • • f 1. DRAFT Federal funds allocated to various agencies under ISTEA must be approved by the Comnns`sion'''= =- prior to submittal to the state. Those funds include STP discretionary and Congestion Mitigation and Air Quality funds, and the Transportation Enhancement Activities program. As with the bicycle and pedestrian funds, projects are ranked and selected based on meeting eligibility standards. These activities are carried out with the staff supported involvement of the Commission's Technical Advisory Committee. 000104 Riverside County Transportation Commission TRANSPORTATION PLANNING AND PROGRAMMING . 1997--1998 Proposed :Budget 1996/'97 1996/97 1997)98------------ ..,.r. .. Approved Revised Proposed Dollar Peree" Budget Budget Budget Changes Change Personnel Salary & Fringe: Assistant Director Assistant Director-Intergo Program Manager II Program Manager ll Program Manager I Program Manager I Staff Analyst ll Staff Analyst I DRAFT 67,566 75,146 75,146 58,279 (16,867) -22.4% 51,666 51,666 100.0% 12,734 14,163 14,163 (14,163)-100.0% 5,772 6,419 6,419 6,804 385 6.0% 58,136 64,658 64,658 71,441 6,783 10.5% 9,806 10,906 10,906 11,074 168 1.5% 56,109 62,404 62,404 49,568 (12,836) -20.6% 28,396 31,582 31,582 (31,582)-100.0% Total Personnel Salary & Fringe Benefits 238,519 265,278 265,278 248,832 (16,4.46) -6.2% 73000 Office Lease OperationslOverhead (73100 thru 73700) 66,482 83,234 85,567 89,181 3,614 4.2% Projects: 81000 Projects -General 81100 Highway & Rail Engineering 81300 Highway & Rail Construction 81400 Highway & Rail ROW 81500 Highway & Rail Special Stu 125,000 225,000 349,000 124,000 55.1% 81600 SCRRA Capital Contribution 85000 Commuter Assistance1111, 86000 Special Projects 86100 Regional Transportation 86200 LTF Disbursements 351,215 304,000 304,000 100,000 (204,000) -67.1% 86300 STA Disbursements 1,026,000 1,300,000 1,300,000 1,816,183 516,183 39.7% 86400 Regional Arterial 87000 Project Maintenance 87100 Project Operations 87200 Project Towing Total Projects 1,377,215 1,729,000 1,829,000 2,265,183 436,183 23.8% Professional Costs: 65100 General Legal Services 7,866 10,000 10,000 10,000 65200 Special Legal Services 65300 Financial Services 65400 Audit Services 65500 Other Professional Service 54,707 55,000 65,000 230,000 165,000 253.8% Total Professional Costs 62,573 65,000 75,000 240,000 165,000 220.0% Capital Outlay 90000 Capital Outlay -Equipment Total Transportation Planning and Progr 1,744,789 2,142,512 2,254,845 2,843,196 588,351 27.5% 410 000105 • • MOTORIST ASSISTANCE i DRAFT Mission Statement To improve safety and convenience to motorists who experience mechanical diflrcully on the roadway Department Overview and Budget -in -Brief The Service Authority For Freeway Emergencies(SAFE) is the call box system that allows motorists to call for assistance in the event of a mechanical breakdown on the freeway. Additionally, the Freeway Service Patrol(FSP) assists motorists on the freeway by towing, changing tires, providing gasoline, etc.. Actual 1996/97 1997/98 through Revised Proposed Dollar Percent Provram Costs 6/30/96 Budget Budget Change Change Staffing 81,823 91,003 162,407 71,404 78.5% Operating 119,777 224,257 39,724 (184,533) -92.2% Projects 1,302,338 1,660,919 1,564,792 (96,127) -5.8% Prof Costs 69,085 68,500 88,500 20,000 29.2% Total 1,573,024 2,044,679 1,855,423 (189,256) -9.5% Department Goals: Maintain the integrity of the call box system and service levels. ' Objective: Work closely with consultants to monitor the performance of the callbox system. Improve callbox reporting to obtain a higher level of system operations reporting for policy board information and management information purposes. • Continue the Freeway Service Patrol as long as state funding support is available and explore the possibilities of assisting Caltrans to provide a similar tow service on highways where temporary construction will take place. Objective: Review construction projects with Caltrans and coordinate use of two service to mitigate congestion. 000106 DRAFT • Explore cost effective ways to provide access to persons with disabilities. Objective: Perform site survey of call box system to determine physical accessability issues by winter of 1997. Objective: Review feasibility of TTY installation for the hearing impaired by Spring 1998. Significant expenditure and staffing changes Program Manager Iposition will no longer assist with the Commission's audit functions, but will devote time to managing the SAFE and FSP programs. The reduction of 92% in operating costs id a result of no planned call box expansions in 1997/98. Staffing Summary: 96/97 Revised 97/98 Proposed Staff Position 95/96 Acutals Budget Budget Asst Dir-Planning/Programming .17 .17 .47 Program Manager I .50 .50 .90 Staff Analyst I .21 .21 .00 Support Staff .27 .27 .50 Full Time Equivalent 1.15 1.15 1.87 Performance/Workload indicators: 95/96Actuals 96/97Est 97/98Est. No. of phone calls (86,000 estimated for 97/98). 88,288 84,000 No. of vehicle assists (18,600 estimated for 97/98). 16,015 17,700 Review of Motorist's satisfaction ofFSPProgram N/A 98% 100% Excellent Excellent Department Budget Discussion The motorist assistance programs are excellent examples of government providing cost effective, "service" oriented benefits to its customers(i.e., commuters). The Service Authority For Freeway Emergencies and the Freeway Service Patrol were instant success stories with motorists, and their popularity has grown over time. This has occurred simultaneous with the accomplishment of key transportation objectives, that of mitigating traffic congestion and facilitating traffic flow. 000107. • • • • Motorist Assistance Expenditures 1998 CHP Support 3780,944 Call box Operations $133,380 CaMoos Maintenance 3367,888 Towing $568,987 Support Costs 9263,453 DRAFT Motorist Assistance Expenditures Callbox Maintenance 8344,788 1997 Towing 3551,081 Support Costs 9210,041 Call Box Installabon $108,000 Service Authority For Freeway Emergencies There are 56 planned call box installations for fiscal year 1996/97 totalling $179,200. With these additions, the existing system appears to adequately meet the need in the near term. Total call boxes in service will be 1,146, answering approximately 85,000 calls, and serving 657 miles of freeways within the County. Budgeted costs are $414,324 for operations which includes California Highway Patrol(CHP) staff support and phone access charges. An additional $367,888 is budgeted for knockdowns, vandalism, and preventive and corrective maintenance. Other direct costs include $70,000 for a consulting firm that provides support services such as auditing monthly billings, monitoring system usage, supplying monthly reports, and handicapped access issues including a site accessibility surveyof the entire call box system. Intelligent Transportation Systems One of the potential uses for call boxes is to monitor traffic levels and weather conditions. The Commission is the lead manager in the Inland Empire for studying effective ways to create "smart" highways. The traffic monitoring program will provide significant improvements in count data for transportation engineering, planning, and modeling purposes. Furthermore, fog and wind sensors can be integrated into the call box communications system which can be very important in getting local weather advisories to the general public. Total amount budget for this study(formally known as the Intelligent Transportation System Strategic Deployment Plan ) for 1997/98 is $200,000. The Inland Empire's Strategic Plan for Intelligent Transportation Systems will be completed in the first part of the 1997/98 fiscal year. The Plan is important to Riverside County because it provides a framework for how to make best use of advanced transportation technology in the County's overall transportation system. It is being coordinated with similar plans in other Southern California counties and with the Southern California Showcase Project. The Showcase Project, in which RCTC is a participant, is building the foundation for an expanding ITS program which will service Riverside County residents and businesses through improved traveler 000108 i; DRAFT information, transit service, and traffic management. Support is also being directed toward __ _ improved emergency communications and advanced technology associated with motorist aid call �" boxes. • Freeway Service Patrol The Freeway Service Patrol offers towing services to motorists stranded along three segments of Route 91 and one segment of Route 60/1-215. The Commission contracts with two tow truck operators to patrol these routes Monday through Friday during peak commute hours. These contracts are estimated to remain relatively constant at $568,987. The program's day to day field supervision is handled by the OP; overtime for two CHP field supervisors is estimated to cost $46,195. Communications costs of $5,292 includes cellular phone service charges and radio air time. Equipment costs of $6,915 is for the lease purchase of radio communications equipment. A budget of $11,000 has been set aside for various promotional materials. • • 000109 Riverside County Transportation Commission MOTORIST ASSISTANCE 1997-1998 Proposed Budget 1996/97 1996. 97 1995/1996 Approved Revised Actuals Budget Budget Personnel Salary & Fringe: 1997/98 Proposed Dollar Percent Budget Changes Change DRAFT Assistant Director 18,596 20,682 20,682 62,737 42,055 203.3% Program Manager 49,029 54,530 54,530 99,670 45,140 82.8% Staff Analyst I 14,198 15,791 15,791 (15,791)-100.0% Total Personnel Salary & Fringe Benefits 81,823 91,003 91,003 162,407 71,404 78.5% 73000 Office Lease OperationslOverhead (73100 thru 73700) 24,458 30,621 31,479 32,809 1,330 4.2% Projects: 81000 Projects -General 81100 Highway & Rail Engineering 81300 Highway & Rail Construction 81400 Highway & Rail ROW 81500 Highway & Rail Special Stu 111,915 400,000 400,000 200,000 (200,000) -50.0% • 00 SCRRA Capital Contribution 00 Commuter Assistance 6000 Special Projects 86100 Regional Transportation 86200 LTF Disbursements 86300 STA Disbursements 86400 Regional Arterial 87000 Project Maintenance 291,295 344,766 344,766 367,888 23,122 6.7% 87100 Project Operations 384,570 397,153 352,300 414,324 62,024 17.6% 87200 Project Towing 514,558 533,358 563,853 582,580 18,727 3.3% Total Projects Professional Costs: 1,302,338 1,675,277 1,660,919 1,564,792 (96,127) -5.8% 65100 General Legal Services 19,500 18,500 18,500 18,500 65200 Special Legal Services 65300 Financial Services 65400 Audit Services 65500 Other Professional Service 49,585 50,000 50,000 70,000 20,000 40.0% Total Professional Costs 69,085 68,500 68,500 88,500 20,000 29.2•.6 Capital Outlay 11119° Capital Outlay -Equipment 95,319 119,833 192,778 6,915 (185,863) -96.4% Total Motorist Assistance 1,573,024 1,985,234 2,044,679 1,855,423 000110 DRAFT 1 RAIL PROGRAM: DEVELOPMENT, OPERATIONS AND SUPPOR == Mission Statement To develop and support rail transportation options for increased mobility within Riverside County and the region. l' Department Overview and Budget -in -Brief The Commission's rail program includes planning, programming, commuter rail development and operations, station and corridor management, legislative and regulatory advocacy, and implementation of capital improvements. In addition to commuter rail, RCTC has directed efforts in the areas of intercity passenger rail, high speed rail, capital projects to support enhanced passenger and freight service, and community and environmental mitigation. All elements are supported by Commission administration and staff from various departments, by Bechtel project management, and by legal counsel and consultants. Coordination and consultation occurs with a variety of public and private entities: California Transportation Commission, Caltrans, California Public Utilities Commission, Federal Railroad Administration, Federal Transit Administration, Amtrak, the University of California, SCAG, energy and environmental agencies, transit providers, other local agencies and governments, private freight railroads, business interests and property owners. Commuter Rail: As directed by Measure A, the local sales tax for transportation, the Commission helped create the infrastructure and institutional umbrella for commuter rail service in Southern California. RCTC, as a partner in the Southern California Regional Rail Authority, contributes toward the development and operation of the "Metrolink" commuter rail system. The SCRRA is a joint powers authority whose members are the transportation commissions of Riverside, San Bernardino, Orange, Los Angeles and Ventura counties. Metrolink's entire operating subsidy, and most of its current capital funding, comes from these five member agencies. RCTC holds two voting positions on SCRRA's eleven member Board. Intercity Passenger Rail: Attention has also been focused on the creation of intercity passenger rail service between the Coachella Valley, Riverside and the Los Angeles basin (with future extension to the Mexican border at Calexico) through feasibility studies, advocacy with state, federal and local government entities and negotiation with the freight railroads. RCTC's current efforts include seeking capital and operating funds and participating with seven other counties on an Interim Joint Powers Board which is considering assuming intercity rail administration responsibilities in Southern California.. High Speed Passenger Rail: The Commission recently expanded the scope of its rail program to include a proactive role in the development of high speed passenger rail service in California. Rail -related Properties and San Jacinto Corridor: RCTC owns and operates four rail stations and bears the costs of maintenance, security and utilities at those sites. In addition, in anticipation of future passenger service between Hemet/San Jacinto and Riverside, the Commission holds title to and manages the San Jacinto Branchline and related leases and easements. Facilitating efficient • • 000111 • • • DRAFT freight service on the line has also become a priority. Actual 1996/97 1997/98 through Revised Proposed Dollar Percent Program Costs 6/30/96 Budget Budget Change Change Staffing 46,394 51,599 133,867 82,268 159.4% Operating 17,119 22,034 22,964 930 4.2% Projects 2,816,520 3,670,790 3,603,860 (66, 930) -1.8% Prof Costs . 216,737 275,000 190,000 (85, 000) -30.9% Total 3,096, 771 4,019,423 3,950,692 (68,731) -1.7% Department Goals Commuter Rail Goals: Cooperatively with the SCRRA maintain a commuter rail system which is clean, secure, and efficient. Improve utilization of commuter rail for work -related trips. Objective: Increase peak period patronage on lines serving Riverside County by 10 % in FY98. Objective: Work with other agencies in improving rail/transit transfers. Objective: Work with SCRRA to provide and promote bi-directional rail travel into Riverside County. Objective: Expand inter -line opportunities in order to access additional destinations' by rail. Improve utilization of scheduled commuter rail service for occasional or non -work -related `trips. Objective: Increase off-peak patronage by 10% in FY 98. Expand opportunities for public use of rail -related investment. Objective: Support or operate cost-effective, special rail service through enhanced scheduling or direct charters (such as Saturday service, Holiday trains, Beach 000112 Trains, special event service). Continue to promote rail/transit alternatives to driving. Objective: Participate in developing and implementing SCRRA's marketing program. Objective: Conduct target marketing at the local level as needed. Objective: Maintain and expand positive media relations. Objective: Continue to cooperate within RCTC and with other agencies to encourage employer participation in supporting rail transit. Improve cost-effectiveness of commuter rail operation. Objective: Reduce public subsidy per passenger mile traveled on lines serving Riverside County. Plan for capital improvements necessary to increase the scope, appeal and reliability of commuter rail operation. Objective: With SCRRA, complete 10-year capital improvement plan. Objective: Concentrate on capital improvements which reduce travel time, improve reliability, and enhance passenger comfort and convenience. Objective: Continue to advocate for state, federal and private funding of needed capital improvements. Continue to work toward expansion of commuter rail within Riverside County and to Los Angeles. via Fullerton. Objective: Continue exploration of alternative, cost-effective technologies for travel on the San Jacinto branch line. Intercity Rail Goals Continue to work with local agencies, other Southern California counties, the State, and the federal government in expanding intercity passenger rail service into Riverside County and the Coachella Valley. Objective: Help secure intercity rail commitments from various governments. Objective: Establish an institutional framework for the coordination and administration of intercity rail within Southern California. Objective: Work with Amtrak local agencies and the private sector to secure sources of operating subsidy. Objective: Support efforts of Coachella Valley communities in securing necessary local infrastructure to operate intercity rail. • 000113 DRAFT • • • High Speed Rail Goals Continue to support and influence state efforts in creating a high speed passenger rail system along an Inland Empire alignment Rail Corridor Goals Continue and expand efforts to reduce community impacts of rail infrastructure and operation. Objective: Support further research and investigation into clean fuel, alternative locomotive power for both passenger and freight service in the region. Objective: Support efforts to reduce grade crossing conflicts, including advocating for additional grade separation funding spent in the County. Support safe and reliable freight service within Riverside County. Objective: Secure necessary capital improvements for efficient freight service on the San Jacinto Branchline. Objective: Determine and implement best organizational structure for operation offreight service on the San Jacinto Branchline. Significant expenditure and staffing changes Added service on the Riverside and Inland lines increases RCTC's estimated operating subsidy to the SCRRA (including maintenance -of -way and self insurance replenishment) by $267,200 for 1997/98. RCTC's share of Capital projects are funded by a combination of local funds, state bonds, capital carry-over, and reimbursement of state sales taxes to SCRRA. The significant increase in personnel costs for this budget merely reflects a modification to the manner in which existing RCTC staff are charged against the rail program. Staffing Summary: Staff Position 96/97 Revised 97/98 Proposed 95/96 Actuals Budget Budget Asst Dir-Planning/Programming .08 .08 Program Manager ll .37 .37 .85 Property Agent .00 .00 .33 Support Staff .14 .14 .43 Assigned Full Time Equivalent .59 Performance./Workload indicators: Growth on existing commuter lines .59 1.61 000114 DRAFT Bus/train and train/train connections. Off-peak utilization of existing lines Fare box recovery ratio IEOC Line Riverside Line Use of scheduled "reverse" trains. Special event trains Saturday service on Riverside Line . 10 year capital improvement plan for commuter rail system. Intercity rail service . Department Budget Discussion SCRRA is a joint powers authority(JPA), whose operation is funded entirely by its five member agencies. In effect, the JPA is renewed every year through the adoption of SCRRA's budget by all five counties. Service levels desired, operating preferences, and the budget constraints of each county effect every other county. Since all but one of the six Metrolink lines runs through more than one county, the member agencies share the actual costs of operating the lines within their borders, and, through a complicated formula, pay a portion of system wide overhead and administration. Constant negotiation occurs between agencies' staff promoting the interests of their own counties while trying to safeguard the system as a whole. With most technical issues being ironed out before SCRRA Board action, the board members are freer to develop, discuss and direct Metrolink policy. Given the level of interaction required, the 1997/98 budget anticipates that 28,000 one staff member will be devoted nearly full time to commuter rail and related activities. 24,000 m 20,000 The Inland Empire Metrolink rail line 16,000 between Riverside and Orange Counties 12,000 opened with great fanfare in October, 1995. The route was extended to San Bernardino 8'000 in March 1996, with a further extension of 4,000 one round trip to San Juan Capistrano in 0 September, 1996. As a system, Metrolink has met and . ................ MI I ; i \ '\ ® Inland Empire k Riverside ' s © Systemwide t. � ? k k k. k. �_ 1 Feb96 May Jul Sep Nov Jan 96 Mai97 • • • 000115 • • • i DRAFT exceeded every benchmark set for ridership and passenger revenues (i.e., farebox recovery); it will close 1996/97 with over 45% revenue recovery. The system is, however, a victim of its own success. Passenger load on existing peak period trips is approaching maximum seating capacity on several routes. With most existing train sets operating a good part of each weekday, adding trips in peak periods has become a particularly difficult challenge. Twenty-five additional passenger cars are being delivered, but fourteen leased cars must be returned this fiscal year. RCTC and the Los Angeles County Metropolitan Transportation Authority (MTA) were awarded grant funds in FY96/97 for 50% of the purchase price of up to 15 new or refurbished coaches. No additional funding source has been identified for future rolling stock needs. hough the Commission owns the San Jacinto Branch line, there are no funds available to operate the line in the foreseeable future. As the remaining system continues to grow, additional capital improvements will be necessary. With the completion of the currently programmed projects, state rail bond funds will have been expended. The Measure A capital commitment to commuter rail is also reaching its threshold. Some federal capital dollars are accruing based on current operations, but have not yet been accessed as the expenditure of those funds carries restrictions. The Commission and the other member agencies must seek or develop other additional sources for ongoing capital requirements. Efforts can now be focused on maintaining an already well received and efficient commuter rail system. With two major freight railroads and two Metrolink routes operating on one corridor through Riverside, extensive expansion of the Riverside -Downtown station and layover facility was approved by the Commission. A significant challenge for 1997/98 will be the coordination of construction activities with commuter and rail freight operations. Staff will also be assessing the viability of other potential stations to be served by these routes. A total of $3,408,000 of new local funds has been budgeted as the Commission's contribution to the SCRRA for Metrolink operations, capital and capital maintenance. A $850,000 local match for rolling stock is being satisfied by operational savings in FY95/96 and a state sales tax refund on previous rolling stock purchases. • The Commission, unlike the other SCRRA members, directly controls and operates four commuter rail stations. Total costs for these stations is expected to be $573,395 . Included in other direct costs is $90,000 for a rail consultant, and $75,000 for legal fees.. f Commuter Rail Operations Expenditures) ma i-33,950,307 SOMA Operating Contribution K>X S2.018,300 Legal end Support Costs a7tc 1344,107 SORRA Mint d Wq 111.3% SO3a,7N Stations Maintenance Costs Totaht573390 utilities $77,110 E 000116 Personnel Sala & Fringe: Riverside County Transportation : Commission RAIL TRANSPORTATION PROGRAM 1997--1998 Proposed :Budget 1995/1996 Actuals 1996197 1996/97 1997/98 Approved Revised Proposed Budget Budget Budget'' DRAFT Dollar Percer� Changes Change Assistant Director Program Manager ll Property Agent (10,341)-100.0% 37,096 41,258 41,258 104,100 62,842 152.3% 29,768 29,768 100.0% 9,298 10,341 10,341 Total Personnel Salary & Fringe Benefits 46,394 51,599 51,599 133,867 82,268 159.4% 73000 Office Lease OperationslOverhead (73100 thru 73700) 17,119 21,433 22,034 22,964 930 4.2% Projects: 81000 Projects -General 81100 Highway & Rail Engineerin 81300 Highway & Rail Construct! 81400 Highway & Rail ROW 81500 Highway & Rail Special Stu 81600 SCRRA Capital Contributio I 85000 Commuter Assistance 86000 Special Projects 86100 Regional Transportation 2,426,400 2,964,600 2,964,600 2,618,500 (346,100) -11.7% 86200 LTF Disbursements 86300 STA Disbursements 86400 Regional Arterial 87000 Project Maintenance 127,514 160,100 160,100 392,965 232,865 145.4% 87100 Project Operations 262,606 546,090 546,090 592,395 46,305 8.5% 87200 Project Towing Total Projects Professional Costs: 2,816,520 3,670,790 3,670,790 3,603,860 (66,930) -1.8% 65100 General Legal Services 77,280 75,000 75,000 50,000 (25,000) -33.3% 65200 Special Legal Services 65300 Financial Services 65400 Audit Services 65500 Other Professional Service 139,457 200,000 200,000 140,000 (60,000) -30.0% Total Professional Costs 216,737 275,000 275,000 190,000 (85,000) -30.9% Capital Outlay 90000 Capital Outlay -Equipment Total Commuter Rail 3,096,771 4,018,822 4,019,423 3,950,692 (68,731) -1.7% 000117 • PROPERTY MANAGEMENT _DRAFT Mission: StatementTo preserve the real property assets ofthe Commission in a cost effective manner with awareness of potential economic benefttto be derived from the sale, lease, or development of said property_ Department Overview and Budget -in -Brief A number of properties have been acquired by the Commission in the course of project implementation. Those properties have to be managed, accounted for, and potentially converted to a revenue stream. Actual 1996/97 1997/98 through Revised Proposed Dollar Percent Program Costs 6/30/96 Budaet Budaet Chanae Change Staffing 94,019 104,567 83,107 (21, 460) -20. 5% Operating 30,103 38,744 40,381 1,637 4.2% Projects 40,622 42,000 114,930 72,930 173.6% Prof Costs 16,195 246,460 50,000 (196,460) -79.7% Total 180,939 431,771 288,418 (143, 353) -36.8% Department Goals: • To continue to review current and projected uses of al! Commission owned real properties on a parcel by parcel basis to generate leads for potential joint development projects. Objective: Improve understanding and knowledgeability of valuation and real proper)/ market by attending various classes/seminars. • Increase existing sources of property management revenues through updated valuation of licenses and leases. Objective: Develop a tracking system to monitor leases including the out leases on the San Bernardino Subdivision. Objective: Ensure timely mailing of billings and collection of fees and payments. Objective: Develop a policy on what are appropriate sources of revenue including examining the issue of leasing rail right of way for billboards. • Promptly respond to and resolve property maintenance operational issues. 000118 j DRAFT Objective: Work with local law enforcement to monitor and minimize vandalism on Commission owned properties. Cultivate and maintain a working relationship with affected railroads for ongoing rail property issues requiring their participation. Objective: Arrange for quarterly meetings with railroad officials to discuss and resolve issues of mutual concern. Significant expenditure and staffing changes Nearly one third of the man hours for the property agent are expended on managing property maintenance issues related to the commuter rail stations. For that reason, man hours have been reallocated to the Rail Program. Staffing Summary: Staff Position 96/97 Revised 97/98 Proposed 95/96 Actuals ,Budget Budget Executive Director .06 .06 .06 Chief Financial Officer .11 .11 11 Property Agent 1.00 1.00 .67 Asst Dir-Planning .01 .01 .00 Support Staff .36 .36 .31 Full Time Equivalent 1.54 Performance/Workload indicators: Number of Sales/Development leads. Increase in revenues Number of licenses/leases 30 1.54 1.15 4 7% 30 33 Department Budget Discussion The Commission controls over 5,000,000 square feet of real property in the County of Riverside. These properties are directly managed by the Commission and involve weed abatement, fencing, obtaining appropriate liability coverage, and looking for opportunities to sell or jointly develop. One of the parcels owned by the Commission is a 6,000 square feet , single story commercial building located in the City of Riverside. The Commission fully manages all aspects of this building, and uses part of it to house the Commuter Assistance Program consultant staff. An interdepartmental allocation is made from Specialized Transportation to Property Management • • • 000119 • • for use of this facility. 11 DRAFT During the 1996/97 fiscal year a review was made of two of the Commission's larger pieces of property to determine if efforts should be heightened to either sell or develop them. A professional real estate development firm performed a preliminary analysis of the Ferguson and Pierce Street properties and arrived at their determination of the best use for these properties. After considering this report and evaluating the difficulties associated with development, particularly of the Ferguson parcels, and recognizing the reality of an improving but still weak real estate market, it was concluded that it would be advantageous for the Commission to continue to hold these properties. Making efficient use of these assets will continue to present a real challenge to the Commission. It is critical that staff stay abreast of developments in the market for real property including changing circumstances that would impact potential public/private partnerships for commercial, industrial, or retail development. Resources have been included to allow for continued use of professional assistance if and as opportunities arise. Another challenge facing the Commission is full realization of the revenue potential for the out leases on the San Bernardino subdivision. The Commission owns the use rights, but not fee title(i.e., actual ownership of the line itself) and is entitled to the income generated from the leases along this line(i.e., out leases). Staffwill be seeking a greater understanding and knowledge of the out lease database and the manner in which Burlington Northern Sante Fe(BNSF) accounts for these leases. Staff will use the knowledge gained to ensure that the Commission is receiving all revenues, and that amounts due from BNSF can be reasonably estimated from year to year. In addition to the out leases, the Commission will evaluate its pricing structure on its direct leases(along the San Jacinto subdivision) including billboard leases, as well as the rental rate charged on the Commission' commercial building in the City of Riverside. The Commission will ensure that the rates charged are competitive while maximizing revenue generation. The political sensitivity of billboards must be dealt with by the Commission. Billboard revenues produce 20.1 % of the Commission's annual property management revenues. Both of these factors will be weighed by the Commission as it debates on pursuing a course of elimination, maintenance, expansion, or some San Jacinto Subdivision Outdoor Admitting 41.7% compromise of the San Bernardino Subdh►b i50'000 three as it relates to 99' $eo,00000 continued use of billboards in the Commission's right of way. The budget Jacinto Subdirisio 49.6% Other i Louts assumes maintenance $12O,000 17.4% Ws% $70,000 of the existing i42,O00 number of billboard contracts. Property Management Revenues 0001 20 1; DRAFT Property management expenditures are shared between highway and rail properties. Total budgeted expenditures, including legal and personnel costs, have been set at $288,418. • • 000121 Personnel Salary & Fringe: Executive Director Chief Financial Officer Property Agent Assistant Director-Plannin Riverside County Transportation: Commission PROPERTYMANAGEMENT 1997-1998 Proposed Budget . 1996197 1996/97 1995/1996 Approved Revised Actuals Budget Budget 1997/98 Proposed Dollar Percent Budget Changes Change DRAFT 8,607 9,573 9,573 9,718 145 1.5% 12,233 13,605 13,605 13,854 249 1.8% 71,939 80,010 80,010 59,535 (20,475) -25.6% 1,240 1,379 1,379 (1,379)-100.0% Total Personnel Salary & Fringe Benefits 94,019 104,567 104,567 83,107 (21,460) -20.5% 73000 Office Lease OperationslOverhead (73100 thru 73700) 30,103 37,688 38,744 40,381 1,637 4.2% Projects: 81000 Projects -General 81100 Highway & Rail Engineering 81300 Highway & Rail Construction 81400 Highway & Rail ROW 1,249 81500 Highway & Rail Special Studies 600 SCRRA Capital Contribution 00 Commuter Assistance Hi16000 Special Projects 86100 Regional Transportation 86200 LTF Disbursements 86300 STA Disbursements 86400 Regional Arterial 87000 Project Maintenance 28,964 21,000 21,000 93,195 72,195 343.8% 87100 Project Operations 10,409 21,000 21,000 21,735 735 3.5% 87200 Project Towing Total Projects Professional Costs: 40,622 42,000 42,000 114,930 72,930 173.6% 65100 General Legal Services 13,738 75,000 75,000 50,000 (25,000) -33.3% 65200 Special Legal Services 65300 Financial Services 65400 Audit Services 65500 Other Professional Service 2,457 130,000 171,460 (171,460)-100.0% Total Professional Costs 16,195 205,000 246,460 50,000 (196,460) -79.7% Capital Outlay lir0 Capital Outlay -Equipment Total Property Management 180,939 389,255 431,771 288,418 (143,353) -36.8% 000122 RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Dean Martin, Chief Financial Officer SUBJECT: Resolution No. 97-08 Authorizing the Issuance of Sales Tax Revenue Background In 1991, the Commission approved a $100,000,000 commercial paper program. Commercial paper notes are a form of short term debt issued in the public market usually for terms ranging up to 270 days. Early on, the Commission was advised that to continue a program of aggressive and accelerated delivery of selected Measure A projects it would be necessary to have access to the short term market. Such access would enable the Commission to borrow at attractive rates and pay interest only for a limited period of time. Once the Commission had maximized its cash flow from revenues, completion of projects would have slowed considerably if not actually ceased if the Commission had not been able to obtain debt on which principal payments could be deferred. Commercial paper allows for this as it can be remarketed as long as there are buyers. Given its short term nature, there is a ready market of buyers who are always looking for temporary investments. Justification However, there are good reasons why the Commission should now be prepared to retire the outstanding commercial paper notes. The Commission's cash flows from increasing revenues has created capacity for additional debt without violating the Commission's 2 to 1 debt coverage policy. Long term rates have trended downward for much of the past year, resulting in a flattening of the yield curve. In other words, the spread between the variable rate the Commission pays on commercial paper and the fixed rate that could be obtained with a bond issuance is narrowing. Finally,' as the Commission draws closer to the sunset date of Measure A, it will become increasingly difficult to issue long term debt as the universe of buyers becomes considerably less. (The Commission did have the foresight to arrange for a bank credit facility that would convert the commercial paper to bank loans in the final six years of the Measure if still outstanding by the year 2003). 000124 If rates continue to trend downward (unlike the past 30 days), staff is seeking the authority to refund the outstanding commercial paper, issue a small amount (equal to whatever is available under our 2x policy currently, estimated at about $5,000,000) of new debt to fund existing project requirements, and issue subordinate (i.e., junior) debt to fund existing and recently requested loans to local jurisdictions. The target for issuing the new bonds would be if long term rates are at 100 basis points or less than the Commission's average cost (i.e., interest rate and fees) of commercial paper notes for the preceding twelve months. Bond Documentation Attached is the documentation necessary to accomplish the bond issuance. The documents include a Fourth and Fifth Supplemental Indenture, an authorizing resolution, and a draft preliminary official statement (POS), Bond Purchase Agreement, and a Continuing Disclosure Agreement. The Fourth Supplemental Indenture (supplemental to the Master Indenture executed in 1991) covers the refunding of the commercial paper notes and new debt proceeds. The Fifth Supplemental Indenture will cover the junior bonds issued to cover local agency borrowings. The POS is the legal sales document used to initially market the bonds to investors. This documents also serves as a disclosure tool for potential investors, and its preparation and distribution are governed by federal law and SEC regulations. Once the bonds are issued, the POS is finalized and issued as the Official Statement (OS). The Bond Purchase Agreement is the contractual arrangement between the Commission and the underwriters who will market, sale, and distribute the bonds. The Continuing Disclosure Agreement is an SEC required document which binds the Commission to annually disclosing financial data, selected operational information, and events considered important or material to bond investors. Commercial Paper Program Reduction If and when the bonds are issued to refund the commercial paper notes, at issue is continuance of the Commercial Paper Program and the related liquidity facility with the Industrial Bank of Japan. Staff believes the CP Program should be continued.' There may be other jurisdictions in the future who desire to accelerate local project completion by financing. Commercial paper provides a ready source of funds to the Commission for meeting those requests. Our bank facility also allows direct borrowing from the bank, which could also be used if for some reason commercial paper were not advantageous. 00012 • • • Secondly, the Commission receives a number of federal and state matching funds. Most of those funds are provided on a reimbursement basis only. The Commission must first incur the cost and then seek to be reimbursed based on evidence of payment. The CP Program would provide the cash flow necessary to complete the projects and pay expenditures until reimbursement is received. The amount of commercial paper authorized for issuance is up to $76,875,000. Once the bonds are issued staff further recommends reducing the bank facility to $51,500,000. This should provide sufficient amount to fund any other local borrowing requests and provide the Commission with adequate cash flow if needed. Financial Assessment Project Cost No out of pocket costs to the Commission. Costs will be paid from bond proceeds. Costs of issuance are estimated to be approximately $1,200,000 but cannot exceed 2% of the issuance. Costs of insurance and surety bond is estimated to be no more than $375,000, also payable from bond proceeds. Source of Funds Included in Fiscal Year Budget Year Included in Program Budget Year Programmed Approved Allocation Year of Allocation Budget Adjustment Required Financial Impact Not Applicable STAFF RECOMMENDATION: That the Commission: 1) Approve Resolution No. 97-08 Authorizing the Issuance and Sale of Sales Tax Revenue Bonds (Limited Tax Bonds) 1997 Series A, Authorizing the Issuance and Sale of Junior Sales Tax Revenue Bonds (Limited Tax Bonds) 1997 Series B, and Other Matters Related Thereto; and, 2) Authorize a reduction in the commercial paper facility from $76,875,000 to $51,500,000 once the commercial paper notes are refunded. 000126 • • • CITICORP CENTER 153 EAST 53a. STREET NEW YORK, NEW YORK 10022-4611 TELEPHONE (212) 326-2000 FACSIMILE (212) 326-2061 555 13,I1 STREET, N.W. WASHINGTON, O. C. 20004-1109 TELEPHONE (202) 363-5300 FACSIMILE 12021 3213.5414 1999 AVENUE OF THE STARS LOS ANGELES, CALIFORNIA 90067-6035 TELEPHONE Lilo) 553-6700 FACSIMILE (310) 246-6779 610 NEWPORT CENTER DRIVE NEWPORT BEACH, CALIFORNIA 92660-6429 TELEPHONE (7141 760-9600 FACSIMILE (714) 669-6994 EMBARCADERO CENTER WEST 275 BATTERY STREET SAN FRANCISCO. CALIFORNIA 94111-3305 TELEPHONE 1415) 9134-6700 FACSIMILE 1415) 9134-6701 WRITERS DIRECT DIAL NUMBER (213) 669-6434 CYMELVENY (St MYERS LLP 400 SOUTH HOPE STREET.- j' t " 1'\I7.7:: r- 1 ..- LOS ANGELES, CALIFORNIA 9007I-2899 TELEPHONE (213) 669.6000 ^ 72. 7n 57 TELEX 674122 • FACSIMILE (213) 669-6407 April 26th 1 9 9 7 10 FINSBURY SQUARE LONDON EC2A ILA TELEPHONE 10171) 256-8461 FACSIMILE 10171) 636-6205 SANBANCHO KB-6 BUILDING 6 SANBANCHO CHIYODA-KU TOKYO 102 1 11.PHONE (03) 3239-2600 . 1 IMtSS\� p y )1..'. `. � ; I :�j-i C�WI ICSIMILE (03) 3239-M12 1 Ql(J( yl n SUITE 1905, PEREGRINE TOWER, LIPPO CENTRE 69 OUEENSWAY, CENTRAL HONG KONG TELEPHONE (652) 2523-6266 FACSIMILE (9152) 2522-1760 SHANGHAI INTERNATIONAL TRADE CENTRE SUITE 2011, 2200 TAN AN ROAD WEST SHANGHAI 200335, CHINA TELEPHONE (66-21) 6219-6363 FACSIMILE I196-211 6275-4949 OUR FILE NUMBER 715,086-011 PER THE ATTACHED DISTRIBUTION LIST Re: Riverside County Transportation Commission Sales Tax Revenue Bonds 1997 Series A Sales Tax Revenue Junior Bonds 1997 Series B Ladies and Gentlemen: Enclosed herewith are marked copies of (a) the Fourth Supplemental Indenture, (b) the Fifth Supplemental Indenture, and (c) the authorizing resolution. We look forward to discussing these documents with you during our next conference call. If you have any questions or comments, please do not hesitate to call me at the above - mentioned number or Eric Richards at (213)669-6552. Enclosures CC: Richard M. Jones, Esq. Travis C. Gibbs, Esq. Eric A. S. Richards, Esq. Very truly yours, Geofjf`r : S %olyar for O' LVENY & MYERS LLP 4 0001?7 F4PR 04 '97 11:00Am SMITH BARNEY 415,955,1555 r.ci� Riverside County Transportation Commission Sales Tax Revenue Refunding Bonds Distribution List As of Apri14,1997 Issuer Riverside County Transportation Commission 3560 University Avenue, Suite 100 Riverside, CA 92501 Fax: 9091187 7920 Dean Martin, Cheif Financial Officer 909/787-7141 Bond Counsel O'Meiveny & Myers 400 South Hope St Los Angeles, CA 90071-2899 Eric Richards, Fsq. Richard Jones, Esq. Geoffrey Spolyar, Esq. Financial Advisors Charles A. Bell Securities Corp. 44 Montgomery St, Suite 960 San Francisco, CA 94104-2804 Fax: 213/669-6407 213/669-6552 213/669-6695 213/669-6434 Fax:415/433-2185 Leonard Berry, Managing Director 415/433-0270 Senior Manager Smith Barney Inc, 333 S. Grand Ave., 51st Floor Los Angeles, CA 90071 • Fax:213/486-8918 Douglas Auslander, Director 213/486-8923 UACIZEITIANERSDEZISTLLST.WPD o 0 (18 ear APR 0/' ' 97 11:01AM SMITH BARNEY 415/955/1555 r ..z/ D Smith Barney Inc. 350 California St, Spate 2080 San Francisco, CA 94104 George Wolf, Analyst Underwriter's Cow:sel Nossaman, Guthner, Knox & Elliott 445 South Figueroa Sweet, 31st Floor Los Angeles, CA 90071-1672 Barney A. Allison, Esq Fax:415/955-1566 415/955-1636 Fax: 213/612-7801 213/612 7800 nnni29 • • • RESOLUTION NO. 97- OM&M DRAFT OF 4-^ 26-97 A RESOLUTION OF THE BOARD OF COMMISSIONERS OF THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION, AUTHORIZING THE ISSUANCE AND SALE OF ITS SALES TAX REVENUE BONDS (LIMITED TAX BONDS) 1997 SERIES A, AUTHORIZING THE ISSUANCE AND SALE OF ITS JUNIOR SALES TAX REVENUE BONDS (LIMITED TAX BONDS) 1997 SERIES B, AND OTHER MATTERS RELATED THERETO Adopted May 14, 1997 WHEREAS, the Riverside County Transportation Commission (the "Commission") is party to an Indenture dated as of January 1, 1991, as amended and supplemented by a First Supplemental Supplemental Supplemental Indenture Indenture Indenture the "Indenture"); dated as dated as dated as of January 1, of January 1, of January 1, 1991, a Second 1993, and a Third 1996 (collectively, WHEREAS, pursuant to the Indenture, the Commission issued various series of its "Sales Tax Revenue Bonds" to finance and refinance certain transportation projects in the County of Riverside as described in Ordinance No. 88-1, the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance (the "Ordinance") heretofore adopted by the Commission and approved by the qualified voters of the County; LA 1-739006. V7 v. V6 04/26/97 s' 000130 WHEREAS, the Commission is party to a Letter of Credit and Reimbursement Agreement dated as of August 1, 1993 (the "Agreement"); WHEREAS, pursuant to the Agreement, the Commission issued its Sales Tax Revenue Commercial Paper Notes (the "Commercial Paper Notes") to finance certain transportation projects in the County of Riverside as described in Ordinance No. 93-013; WHEREAS, the Indenture provides that the Commission may issue bonds and subordinated obligations from time to time as authorized by a supplemental indenture; WHEREAS, the Commission proposes to issue and sell an additional series of its Sales Tax Revenue Bonds and an initial series of its Junior Sales Tax Revenue Bonds to repay all of the Commission's outstanding Commercial Paper Notes, and all costs and estimated costs incidental to, or connected therewith, including, without limitation, legal, trustee, financial consultant and other fees, any insurance premiums, any surety bond premiums, bond and other reserve funds, capitalized interest and expenses of all proceedings for the authorization, issuance and sale of such bonds and subordinated obligations in an aggregate principle amount not to exceed $[ ] in the case of the Sales Tax Revenue Bonds and $[ ] in the case of the Junior Sales Tax Revenue Bonds; LA1-739(1(16.V7 v. V6 2 0412610 000131 • • • WHEREAS, the Commission is authorized to undertake all of the above pursuant to the Government Code, the Public Utilities Code and other applicable laws of the State of California; and NOW, THEREFORE BE IT RESOLVED that the Board of Commissioners of the Riverside County Transportation Commission finds, determines and declares as follows: SECTION 1. The form of Fourth Supplemental Indenture (the "Fourth Supplemental Indenture") and Fifth Supplemental Indenture (the "Fifth Supplemental Indenture") by and between the Commission and First Trust of California, N.A., or its successor, as trustee (the "Trustee"), and attached hereto as Exhibit A, are hereby approved. The Executive Director of the Commission A or the Chief Financial Officer, it designated krthe Executive Director, is, hereby authorized and directed for and in the name of and on behalf of the Commission, to execute and deliver the Fourth Supplemental Indenture and the Fifth Supplemental Indenture in substantially the form attached hereto as Exhibit A and presented to and considered at this meeting, with such changes therein as the officer executing the same on behalf of the Commission may approve, in his discretion, as being in tihe best interest of the Commission, such approval to be conclusively evidenced by such officer's execution and delivery thereof. L.AI-739 WV7 v. V6 3 m)26/97 4•►' nnni 3^ SECTION 2. The execution and delivery, pursuant to the Fourth Supplemental Indenture, of the Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series A (the "1997 Series A Bonds"), and the execution and delivery, pursuant to the Fifth Supplemental Indenture, of the Riverside County Transportation Commission Junior Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series B (the "1997 Series B Junior Bonds) for the purpose of repaying all the Commission's outstanding Commercial Paper Notes and financing a portion of the Project (as defined in the Indenture), in an aggregate principal amount not to exceed $[ ] in the case of the 1997 Series A Bonds and $[ ] in the case of the 1997 Series B Junior Bonds, for a maximum term not to extend beyond the date of termination of the imposition of the retail transactions and use tax specified in the Ordinance, to be sold in such form as either the Executive Director of the Commission or the Chief Fx tcaal efficer if. >des aced by the Executive Director, may determine, in his discretion, as being in the best interest of the Commission, is hereby approved. Pursuant to Section 240315 of the California Public Utilities Code, the 1997 Series A Bonds and the 1997 Series B Junior Bonds shall be signed by the Chairperson or Vice Chairperson of the Commission and the Auditor -Controller of the Commission. The Executive Director of the Commission is hereby appointed as the Auditor -Controller of the Commission for this purpose. In addition, the repayment of all or a portion of the outstanding Commercial Paper Notes is LA I -739006. V7 v. V6 (W/26/97 • • 000133 • • • hereby approved, as shall be provided in the Fourth Supplemental Indenture and the Fifth Supplemental Indenture. SECTION 3. The form of Bond Purchase Agreement (the "Bond Purchase Agreement"), to be dated the date of the sale of the 1997 Series A Bonds and the 1997 Series B Junior Bonds, between the Commission and Smith Barney Inc. (the "Underwriter"), and attached hereto as Exhibit B, is hereby approved. The Executive Director of the Commission Officer, if designated by Execu a.ef Pinancla1 ectori i s , hereby authorized and directed for and in the name of and on behalf of the Commission, to execute and deliver the Bond Purchase Agreement in substantially the form attached hereto as Exhibit B and presented to and considered at this meeting, with such changes therein as the officer executing the same on behalf of the Commission may approve, in his discretion, as being in the best interests of the Commission, such approval to be conclusively evidenced by such officer's execution and delivery thereof; provided, 'however, that the underwriters' discount, together with the costs of issuance for the 1997 Series A Bonds and the 1997 Series B Junior Bonds (excluding insurance premiums and surety premiums, if any), shall not exceed 2% of the gross proceeds from the sale of such bonds; provided further, that the total costs for the 1997 Series A Bonds and the 1997 Series``B Junior Bonds (including scheduled debt service and all costs of issuance) shall be A no greater.;;t,30 one percent (1$ ) A of the " average cost for the Commission's outstanding Commercial Paper LA I -739006. V7 v. V6 5 (14/26/97 000111 Notes for the Preceding l'twelve-month period (including scheduled debt service, letter of credit fees and other costs, on a present value basis), as certified by the Executive Director or " the Chief inano al' Off der i desi; heted by tie Executive Director. SECTION 4. The form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement"), to be dated on or before the closing date of the sale of the 1997 Series A Bonds and the 1997 Series B Junior Bonds, between the Commission and , as Dissemination Agent, and attached hereto as Exhibit C, is hereby approved. The Executive Director of the Commission Ap 1e Fi .a �f is i desigha;ted by ;the ExecutiveAnreOtOr is, hereby authorized and directed for and in the name of and on behalf of the Commission, to execute and deliver the Continuing Disclosure Agreement in substantially the form attached hereto as Exhibit C and presented to and considered at this meeting, with such changes therein as the officer executing the same on behalf of the Commission may approve, in his discretion, as being in the best interests of the Commission, such approval to be conclusively evidenced by such officer's execution and delivery thereof. SECTION 5. The form of Preliminary Official Statement, to be used in connection with the sale of the 1997 Series A`ilonds and the 1997 Series B Junior Bonds, and attached hereto as Exhibit D, is hereby approved. The Executive Director of the Commission " or the e£... inanti4V' LAI-739006.V7 v. V6 by the • • 6 Iwr_6/97 000135 • • • • Bxecutive'DireCtor,> is, hereby authorized and directed for and in the name of and on behalf of the Commission, to approve the circulation of the Preliminary Official Statement with such additions, deletions, and changes as the staff of the Commission and its advisors deem appropriate. The Preliminary Official Statement shall be circulated for use in selling the 1997 Series A Bonds and the 1997 Series B Junior Bonds at such time as the Executive Director or e C i ha Cia . GEffIcer, if designated by :the Execu ive l .r ottr (after consultation with representatives of the Underwriter, the Commission's financial advisors, bond counsel and counsel to the Underwriter) shall determine that the preliminary Official Statement is deemed final within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of 1934, as amended, said determination to be conclusively evidenced by a certificate signed by the Executive Director or " the me Financ al Officer designated by the Executive 'Director to said effect. Upon the execution and delivery of the Bond Purchase Agreement, the Executive Director is hereby authorized to provide for the preparation, execution, delivery and circulation of a final Official Statement in the form of the Preliminary Official Statement now before this Commission with such additions, deletions and changes therein as the staff of the Commissiot and its advisors deem to be appropriate. The Executive Director " Or the Chief Financial ;Officer if d Executive Director, is hereby authorized and directed to execute and LA I -739006. V7 v. V6 7 04/26/97 00013G deliver the final Official Statement in the name and on behalf of the Commission. SECTION 6. The Executive Director of the Commission or the.; Chief. Fa nenciel Officerf so de. sigueted by the 'Executive Director., is, hereby authorized to obtain such bond insurance and surety bond policies, if any, with respect to the 1997 Series A Bonds and the 1997 Series B Junior Bonds as such officers may deem necessary or desirable, and to execute all agreements, papers, documents, certificates and other instruments that may be required in connection with the issuance of any such bond insurance and surety bond policies. SECTION 7. All actions heretofore taken by any officer or officers of the Commission with respect to the issuance and sale of the 1997 Series A Bonds and the 1997 Series B Junior Bonds or in connection with or related to any of the agreements referenced herein, are hereby approved, confirmed and ratified. or the SECTION 8. The Executive Director of the Commission nc :e2 Officer* if so Executive Director,is, hereby authorized and directed to take such actions and to execute such documents and certificates as may be necessary to effectuate the purposes of this resolution. LA I -739006. V7 v. V6 8 04/:6/47 00013'7 • • Maw passage. This resolution shall take effect immediately upon its APPROVED AND ADOPTED this 14th day of May, 1997. Chairperson Riverside County Transportation Commission Jack Reagan, Executive Director Riverside County Transportation Commission Attested to: Clerk of the Commission LAI-739006. V7 v. V6 i 9 04/:6/97 000138 • O'M&M DRAFT OF 04-^ 26-97 FOURTH SUPPLEMENTAL INDENTURE by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION and FIRST TRUST OF CALIFORNIA, N.A., as Trustee Dated as of [ J, 1997 AUTHORIZING THE ISSUANCE OF $ IN AGGREGATE AMOUNT OF BOND OBLIGATION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (LIMITED TAX BONDS), 1997 SERIES A (Supplemental to the Indenture dated as of January 1, 1991, as amended and supplemented by the First Supplemental Indenture dated as of January 1, 1991, as amended and supplemented by the Second Supplemental Indenture dated as of January 1, 1993, and as amended and supplemented by the Third Supplemental Indenture dated as of January 1, 1996) 000139 Sow' Section SECTION 19.01. SECTION 19.02. SECTION 19.03. SECTION 19.04. SECTION 19.05. SECTION 19.06. SECTION 19.07. SECTION 19.08. SECTION 19.09. SECTION 19.10. SECTION 19.11. SECTION 19.12. SECTION 19.13. SECTION 19.14. SECTION 19.15. SECTION 19.16. SECTION 19.17. Fourth Supplemental Indenture TABLE OF CONTENTS Page ARTICLE XIX 1997 SERIES A BONDS Definitions Authorization and Terms of 1997 Series A Bonds 4 Redemption of 1997 Series A Bonds 5 Selection of Bonds for Redemption " 6 Notice of Redemption 6 Partial Redemption of Bonds 6 Effect of Redemption 6 1997 Series A Sinking Account ^ 7 Form of 1997 Series A Bonds 7 Issuance of 1997 Series A Bonds 7 Application of Proceeds of 1997 Series A Bonds A 9 Establishment and Application of 1997 Series A Bonds Reserve Account in Bond Reserve Fund 9 Establishment and Application of 1997 Commercial Paper Note Payment Fund 9 Establishment and Application of 1997 Series A Project Fund 10 Establishment and Application of 1997 Series A Bonds Costs of Issuance Fund 11 Use of Depository ^ 12 Terms of 1997 Series A Bonds Subject to the Indenture 13 [ARTICLE XX PROVISIONS RELATING TO INSURER SECTION 20.01. 1997 Insurance Policy Payments A 14 SECTION 20.02. Consent of 1997 Insurer 15 SECTION 20.03. Matters Relating to the 1997 Reserve Policy " 17 SECTION 20.04. Notices to 1997 Insurer ^ 1$ ARTICLE XXI GENERAL PROVISIONS SECTION 21.01. Continuing Disclosure SECTION 21.02. Effective Date of Fourth Supplemental Indenture SECTION 21.03. Execution in Counterparts LA1-739000 V11 v. v10 j 19 19 19 • • • • EXHIBIT A - EXHIBIT B - EXHIBIT C - GOVERMENT OBLIGATIONS ...:.....'.. C-1 EXHIBIT D - WITHDRAWAL, SCHEDULE .......... D-1 FORM OF 1997 SERIES A BOND A-1 PERMITTED INVESTMENT GUIDELINES B-1 LAI-739000.V11 v. v10 11 :r Fourth Supplemental Indenture (Supplemental to the Indenture dated as of January 1, 1991, as amended and supplemented by the First Supplemental Indenture dated as of January 1, 1991, as amended and supplemented by the Second Supplemental Indenture dated as of January 1, 1993, and as amended and supplemented by the Third Supplemental Indenture dated as of January 1, 1996) Authorizing the Issuance of $ in Aggregate Amount of Bond Obligation of Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), This Fourth Supplemental Indenture, dated as of [ ], 1997 (the "Fourth Supplemental Indenture"), between the Riverside County Transportation Commission (the "Commission") and First Trust of California, N.A., as trustee (the "Trustee"); WITNESSETH: WHEREAS, this Fourth Supplemental Indenture is supplemental to the Indenture, dated as of January 1, 1991 (as amended and supplemented by the First Supplemental Indenture, dated as of January 1, 1991, the Second Supplemental Indenture, dated as of January 1, 1993, the Third Supplemental Indenture, dated as of January 1, 1996, and this Fourth Supplemental Indenture, dated as of [ ], 1997, the "Indenture"), by and between the Commission and the Trustee; WHEREAS, the Indenture provides that the Commission may establish one or more Series of Bonds from time to time as authorized by a supplemental indenture; and WHEREAS, in accordance with the Law, the Board has determined to issue its Sales Tax Revenue Bonds (Limited Tax Bonds) 1997 Series A, (the "1997: Series A Bonds"), in the aggregate amount of $ in Bond Obligation, in order to repay certain of the Commission's outstanding Commercial Paper Notes and finance a portion of the Project. NOW, THEREFORE, the parties hereto agree, as follows: LAI-739000.V11 v, v10 666414 r' • ARTICLE XIX 1997 SERIES A BONDS SECTION 19.01. Definitions. Except as otherwise provided in this Fourth Supplemental Indenture, all words, terms and phrases defined in the Indenture shall have the same meaning herein as in the Indenture. Annual Debt Service For the purposes of the 1997 Series A Bonds (as defined below), "Annual Debt Service" means, for any Fiscal Year in which the calculation is made or any subsequent Fiscal Year, the aggregate of the interest, principal amount and Mandatory Sinking Account Payments due or to become due, other than by reason of redemption at the option of the Commission, on all 1997 Series A Bonds Outstanding during such Fiscal Year or subsequent Fiscal Year. Bond Reserve Requirement For the purposes of the 1997 Series A Bonds, "Bond Reserve Requirement" means, as of any date of calculation, the least of (i) Maximum Annual Debt Service on the 1997 Series A Bonds, (ii) 10% of the outstanding principal amount of the 1997 Series A Bonds and (iii) 125% of the Annual Debt Service on the 1997 Series A Bonds. For purposes of the foregoing definition, "principal amount" means the face amount of the 1997 Series A Bonds; provided, however, if the aggregate net original issue discount exceeds two percent (2%) of the face amount of the 1997 Series A Bonds, "principal amount" means the face amount of the 1997 Series A Bonds less the aggregate net original issue discount. Commercial Paper Notes "Commercial Paper Notes" shall mean the Commission's Sales Tax Revenue Commercial Paper Notes issued under and pursuant to Resolution No. 93-013 of the Commission adopted on November 10, 1993. Continuing Disclosure Agreement "Continuing Disclosure Agreement" shall mean that certain Continuing Disclosure Agreement between the Commission and the Trustee dated the date of issuance and delivery of the 1997 Series A Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. LA1-739000.V1I v. vlo o 00/74 3 4P110' Government Obligations "Government Obliga00p,S when used in its Fourth Supplemental Indenture means these vbhgatiO 0i;ax are:noncallable, nanprepayable, direct obligations of or obiiga€ions guaranteed by, the ntted Stafes of Aanerzea Issuing and Paying Agent "Issuing and Paying Agent" shall have the meaning set forth in Resolution No. 93-013 adopted by the Commission on November 10, 1993. Issuing and Paying Agent Fund "Issuing and Paying Agent Fund" shall have the meaning set forth in Resolution No. 93-013 adopted by the Commission on November 10, 1993. 1997 Commercial Paper Note Payment Fund "1997 Commercial Paper Note Payment Fund" shall have the meaning set forth in Section 19.13 hereof. [1997 Insurance Policy "1997 Insurance Policy" means the municipal bond new issue insurance policy issued by the 1997 Insurer in respect of the 1997 Series A Bonds.] [1997 Insurer company.] "1997 Insurer" means [Name of Insurer], a [State] stock insurance [1997 Reserve Policy "T997 Reserve Policy" means the municipal bond debt service reserve policy issued by the 1997 Insurer in respect of the 1997 Series A Bonds Reserve Account.] 1997 Series A Bonds hereof. "1997 Series A Bonds" shall have the meaning set forth in Section 19.02 K 1997 Series A Bonds Costs of Issuance Fund "1997 Series A Bonds Costs of Issuance Fund" shall have the meaning set forth in Section 19.15 hereof. LAI-73911UU.V11 v. VIU 3 • • • 090444 1997 Series A Bonds Reserve Account "1997 Series A Bonds Reserve Account" shall have the meaning set forth in Section 19.12 hereof. 1997 Series A Project Fund 19.14 hereof. "1997 Series A Project Fund" shall have the meaning set forth in Section 1997 Series A Sinking Account "1997 Series A Sinking Account" shall have the meaning set forth in Section 19.08 hereof. SECTION 19.02. Authorization and Terms of 1997 Series A Bonds. (A) The Board hereby authorizes the issuance of Bonds of the Commission in the aggregate amount of $[ J in Bond Obligation in accordance with the Law and pursuant to the Indenture for the purpose of repaying the Commission's outstanding Commercial Paper Notes. (B) The fourth Series of Bonds to be issued under the Indenture is hereby created. Said Series of Bonds shall be known as the "Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) 1997 Series A (the "1997 Series A Bonds"). The 1997 Series A Bonds shall consist of Current Interest Bonds issued in fully registered form, in denominations of $5,000 or any integral multiple thereof, and shall be initially issued registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, and shall be evidenced by one 1997 Series A Bond maturing on each of the maturity dates as set forth in Section 19.02(C) below, in a denomination corresponding to the total denominational amount of the 1997 Series A Bonds to mature on such date. Each 1997 Series A Bond shall be assigned by the Trustee a distinctive number or letter or letter and number, and a record of the same shall be maintained by the Trustee. Registered ownership of the 1997 Series A Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 19.16 hereof. (C) The 1997 Series A Bonds shall be issued in the aggregate principal amount of $[ J, shall be dated as of [ J, 1997, shall bear interest at the following rates per annum and shall mature on June 1 in the following years in the following amounts: LAI-7391I10.V11 v. v10 00.91'45 Maturity Date Principal Interest (June 1) Amount Rate [ ] $[ ] [ ]% Interest on the 1997 Series A Bonds shall be computed on the basis of a year of 360 days comprised of twelve 30-day months and shall be payable on [December 1, 1997] and semiannually thereafter on June 1 and December 1 of each year until maturity by check mailed or, as provided in Section 19.16(E) hereof and upon the written request of any Owner of $1,000,000 or more in aggregate principal amount of Bond Obligation who has provided the Trustee with wire transfer instructions by the record date, by wire transfer on each interest payment date to the Owner thereof as of the close of business on the fifteenth (15th) day of the calendar month immediately preceding such interest payment date. The principal of and premium, if any, on the 1997 Series A Bonds are payable when due upon presentation thereof at the corporate trust office of the Trustee in Los Angeles, California, in lawful money of the United States of America. The Trustee shall provide CUSIP number identification, with appropriate dollar amounts for each CUSIP number, on all redemption payments and interest payments, whether by check or by wire transfer. SECTION 19.03. Redemption of 1997 Series A Bonds. (A) The 1997 Series A Bonds maturing on or before June 1, [ ] shall not be subject to redemption prior to their respective stated maturities. The 1997 Series A Bonds maturing on or after June 1, [ ] shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part on any date (by such maturities as may be specified by the Commission and by lot within a maturity), on or after June 1, [ ] at the following redemption prices (computed upon the principal amount of 1997 Series A Bonds called for redemption), plus accrued interest to the date fixed for redemption: Redemption Period .(Both Dates Inclusive) June 1, [ June 1, [ June 1, [ ] through May 31, [ ] through May 31, [ ] and thereafter ] ] Redemption Price 102% 101 100 (B) The 1997 Series A Bonds maturing on June 1, [ ] shall also be subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments required by and as specified in Section 19.08, on any June 1 LAI.739.xu.vll v. vto 5 04/26/97 • • 000146 • • • on or after June 1, [ ], at the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium. SECTION 19.04. Selection of Bonds for Redemption. Whenever provision is made in this Fourth Supplemental Indenture for the redemption of less than all of the 1997 Series A Bonds of any maturity (and interest rate) thereof the Trustee shall select the 1997 Series A Bonds to be redeemed from all 1997 Series A Bonds of the respective maturity (and interest rate) not previously called for redemption, in minimum denominations of $5,000 in principal amount, by lot in any manner which the Trustee in its sole discretion shall deem appropriate and fair. The Trustee shall promptly notify the Commission in writing of the 1997 Series A Bonds so selected for redemption. SECTION 19.05. Notice of Redemption. The Commission shall notify the Trustee at least forty-five (45) days prior to the redemption of Bonds pursuant to Section 19.03 hereof. Notice of redemption shall be mailed by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the redemption date (i) to the respective Owners of any 1997 Series A Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee by first-class mail, (ii) to the Securities Depositories by registered or certified mail, return receipt requested, or by some other confirmable delivery method, and (iii) to two or more Information Services by first-class mail. Notice of redemption shall be given in the form and in accordance with the terms of the Indenture. The Trustee shall mail an additional copy of such notice of redemption to any Bondowner who has not surrendered its 1997 Series A Bonds called for redemption within sixty (60) days after the redemption date. SECTION 19.06. Partial Redemption of Bonds. Upon surrender of any 1997 Series A Bond redeemed in part only, the Commission shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Commission, a new 1997 Series A Bond of authorized denominations, and of the same maturity, interest payment dates and interest rate, equal in aggregate principal amount to the unredeemed portion of the 1997 Series A Bond surrendered. SECTION 19.07. Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Redemption Price of, together with interest accrued to the redemption date on, the 1997- Series A Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the 1997 Series A Bonds (or portions thereof) so called for redemption shall become due and payable at the Redemption Price specified in such notice (together with interest accrued thereon to the date fixed for redemption), interest on the 1997 Series A Bonds so called for redemption shall cease to accrue, said (997 Series A Bonds (or portions thereof) shall cease to be entitled to any benefit or security under the Indenture or this Fourth Supplemental Indenture, and the Owners of said 1997 Series A Bonds shall have no rights in respect thereof except to receive payment of said Redemption Price and accrued interest. LA I -739000. VII v. v10 6 000144 All 1997 Series A Bonds redeemed pursuant to the provisions of this Section 19.07 shall be cancelled upon surrender thereof and destroyed. SECTION 19.08. 1997 Series A Sinking Account. An account is hereby established within the Principal Fund created by Section 5.04 of the Indenture to be designated the "1997 Series A Sinking Account." On each Business Day prior to the following dates, the Trustee shall transfer the designated amount of the following payments from the Principal Fund to the 1997 Series A Sinking Account: Mandatory Sinking Account Mandatory Payment Dates Sinking Account (June 1) Payments [ ] $[ l [ ] [ ] [ ] [ l [ ] [ l [ ] (maturity) [ ] Moneys in the 1997 Series A Sinking Account shall be applied as provided in Section 5.04(B) of the Indenture. All 1997 Series A Bonds purchased from a Sinking Account or deposited by the Commission (as provided in Section 5.04(B) of the Indenture) in a twelve-month period ending May 31 shall be allocated first to the next succeeding Mandatory Sinking Account Payment required by this Section 19.08, and then as a credit against such future Mandatory Sinking Account Payments as may be specified in a Request of the Commission. SECTION 19.09. Form of 1997 Series A Bonds. The 1997 Series A Bonds and the certificate of authentication and registration to be executed thereon shall be in substantially the forms set forth as Exhibit A hereto. The 1997 Series A Bond numbers, maturity dates, interest payment dates and interest rates shall be inserted therein in conformity with Section 19.02. SECTION 19.10. Issuance of 1997 Series A Bonds. At any time after the execution and delivery of this Fourth Supplemental Indenture, the Commission may execute and the Trustee shall authenticate and deliver the 1997 Series A Bonds in an aggregate amount not to exceed $[ ] in Bond Obligation upon the order of the Commission, but only upon the receipt by the Trustee of: (1) An executed copy of this Fourth Supplemental Indenture authorizing the issuance of the 1997 Series A Bonds; LAI -739000. V11 v. v10 7 04/26/97 000148$ • • • (2) A Certificate of the Commission stating that no Event of Default has occurred and is now continuing; (3) An Opinion of Bond Counsel to the effect that the execution of this Fourth Supplemental Indenture has been duly authorized by the Commission in accordance with the Indenture; that the 1997 Series A Bonds, when duly executed by the Commission and authenticated and delivered by the Trustee, will be valid and binding limited obligations of the Commission; and that upon the delivery of the 1997 Series A Bonds the aggregate principal amount of Bonds then Outstanding will not exceed the amount permitted by law or by the Indenture; (4) A Certificate of an independent certified public accountant certifying (on the basis of calculations as of the date of sale of the 1997 Series A Bonds) that the amount of Revenues received from any period of twelve (12) consecutive months during the eighteen (18) months immediately preceding the date hereof have been at least equal to [1.3] times the amount of Maximum Annual Debt Service on all Series of Bonds and Parity Debt Outstanding following the issuance of the 1997 Series A Bonds; (5) A Certificate of the Commission stating that, subject to the provisions of Section 5.05 of the Indenture, this Fourth Supplemental Indenture shall require that the Bond Reserve Fund, forthwith upon the receipt of the proceeds of the sale of 1997 Series A Bonds, be increased by the addition of a bond reserve account within the Bond Reserve Fund which is funded in an amount at least equal to the Bond Reserve Requirement with respect to the 1997 Series A Bonds. Said deposit may be made from the proceeds of the sale of 1997 Series A Bonds or from other funds of the Commission or from both such sources or in the form of a letter of credit or surety bond or insurance policy as described in Section 5.05; (6) A Certificate of the Commission or of an independent certified public accountant that. upon delivery of the 1997 Series A Bonds, the aggregate principal amount of Bonds then Outstanding will not exceed the amount permitted by Law or Section 240308(b) of the Public Utilities Code of the State.; (7) A Certificate of the Commission, if appropriate, designating any Excluded Principal Payments; (8) A Certificate of the Commission stating that no Policy Costs (as defined in the Third Supplemental Indenture) are currently due and owing; and (9) Written consent from the 1996 Insurer to the supplement of the Third Indenture and to the issuance of the 1997 Series A Bonds. LA I-73911UU. V 11 v. v 10 8 04/26/97 000149 SECTION 19.11. Application of Proceeds of 1997 Series A Bonds. Upon issuance of the 1997 Series A Bonds, the proceeds of the sale of the 1997 Series A Bonds shall be deposited with the Trustee, and such proceeds, together with certain other monies as set forth below, shall be applied, transferred or set aside by the Trustee as follows: (i) Out of the proceeds from the sale of the 1997 Series A Bonds, the Trustee shall deposit in the Interest Fund (created by Section 5.02 of the Indenture) the amount of $[ ], which represents interest accrued on the 1997 Series A Bonds to the date of delivery thereof; (ii) The Trustee shall deposit in the 1997 Series A Reserve Account of the Bond Reserve Fund established pursuant to Section 19.12 hereof an amount equal to the Bond Reserve Requirement with respect to the 1997 Series A Bonds; (iii) The Trustee shall deposit in the 1997 Commercial Paper Note Payment Fund established pursuant to Section 19.13 hereof the amount of $[ ]; (iv) The Trustee shall deposit in the 1997 Series A Project Fund established pursuant to Section 19.14 hereof the amount of $[ ]; and (v) The Trustee shall deposit any and all remaining proceeds in the 1997 Series A Bonds Costs of Issuance Fund established pursuant to Section 19.15 hereof. SECTION 19.12. Establishment and Application of 1997 Series A Bonds Reserve Account in Bond Reserve Fund. The Trustee shall establish, maintain and hold in trust a separate account within the Bond Reserve Fund designated as the "1997 Series A Bonds Reserve Account." Such account is established to facilitate the Commission in. calculating and accounting for the amount of earnings upon the portion of the Bond Reserve Fund relating to the 1997 Series A Bonds, in order to comply with the tax covenants set forth in Sections 6.08 and 6.09 of the Indenture and the Nonarbitrage Certificate for the 1997 Series A Bonds, but for all other purposes shall be held, invested and used as an integral part of the Bond Reserve Fund as provided in Section 5.05 of the Indenture. SECTION 19.13. Establishment and Application of 1997 Commercial Paper Note Payment Fund. The Trustee shall establish, maintain and hold in trust a fund separate and apart from the trust estate created by the Indenture designated as the "1997 Commercial Paper Note Payment Fund." Ot the.date ol~ lVetyr the 1' 1 reties' A Bonds, the Trustee . shall %hveSt the,199? seri1�es Bnnd; �raeeed aad e a unts:. deposited: in the 199' Cinninet*i Paper Nate Paytnent n tote vetnntent Obligations set forth `dtt Exhibtt herete a ©# ch a e 4e b e ..: , (the u eparnen %Date" . I *Sttnentsii0 utt Od tie I' 3?' amtnetcial npet LAI-739000.V11 v. v10 9 04/26/97 • • • 000150 • .Nate Payment Fund shall be deemed to accrue to the 1997 Commercial Paper Note Payment Fund. [In addition to the proceeds of the 1997 Series A Bonds to be deposited pursuant to Section 19.11(iii) hereof, the Commission shall also deposit in the 1997 Commercial Paper Note Payment Fund, pursuant to the Nonarbitrage Certificate with respect to the 1997 Series A Bonds, the amount of $[ ], which represents the remaining proceeds of the Commission's Commercial Paper Notes. 1 The Government Obligations, the proceeds thereof and all gather deposits in the 1997 Series A Commercial Paper Note Payment Fund shall be deemed irrevocably pledged solely to pay the principal, premium, if any, and interest with respect to the Commercial Paper Notes. The owners of the Commercial Paper Notes are hereby granted a first priority pledge of and lien on all deposits in the 1997 Series A Commercial Paper Note Payment Fund. Amounts in the 1997 Commercial Paper Note Payment Fund shall be withdrawn and placed in the Issuing and Paying Agent Fund by the Trustee on the dates, at the times and in the amounts set forth on Exhibit A D. The Trustee, as Issuing and Paying Agent for the Commercial Paper Notes, shall pay the purchase price of the maturing Commercial Paper Notes from the Issuing and Paying Agent Fund. Amounts remaining in the 1997 Commercial Paper Note Payment Fund after such payment in full shall be immediately transferred to the [Revenue Fund]. SECTION 19.14. Establishment and Application of 1997 Series A Project Fund. (A) The Trustee shall establish, maintain and hold in a trust a separate fund designated as the "1997 Series A Project Fund." The moneys in the 1997 Series A Project Fund shall be used and withdrawn by the Trustee to pay costs of the Project. All investment earnings on any funds held by the Trustee in the 1997 Series A Project Fund shall be deposited in the 1997 Series A Project Fund unless directed by the Commission to be deposited in the Rebate Fund. (B) Before any payment from the 1997 Series A Project Fund shall be made, the Commission shall file or cause to be filed with the Trustee a Requisition of the Commission stating (i) the item number of such payment; (ii) the name and address of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; (v) that obligations in the stated amounts have been incurred by the Commission .or a constituent thereof and are presently due and payable and that each item thereof is a proper charge against the 1997 Series A Project Fund and has not been previously paid from said fund, and (vi) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the amounts payable to any of the persons named in such Requisition, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of law. Upon receipt of each such Requisition, the Trustee shall pay the amount set forth in such Requisition as directed by the terms thereof out of the 1997 Series A LA1-739uu11.V11 v, v10 10 u4/26/97 000151 Project Fund. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. The Trustee shall not incur any liability for any disbursement from the 1997 Series A Project Fund made in reliance upon any Requisition. (C) The Commission shall have the discretion to determine when to close the 1997 Series A Project Fund. Upon any such determination, a Certificate of the Commission shall be delivered to the Trustee by the Commission that the Trustee is to transfer the remaining balance in the 1997 Series A Project Fund, less any amounts which the Commission specifies in said Certificate to be retained in such Fund, to the Redemption Fund and apply such funds to the purchase or redemption of maturities of 1997 Series A Bonds designated by the Commission and the Trustee. Upon the receipt of such Certificate, the Trustee shall transfer any remaining balance in the 1997 Series A Project Fund, less any amounts which the Commission specifies in such Certificate to be retained in such Fund, to the Redemption Fund to be used for the purchase or redemption of 1997 Series A Bonds as soon as practicable in accordance with the foregoing Certificate and the terms and conditions of the Indenture. SECTION 19.15. Establishment and Application of 1997 Series A Bonds Costs of Issuance Fund. (A) The Trustee shall establish, maintain and hold in trust a separate fund designated as the "1997 Series A Bonds Costs of Issuance Fund." Amounts in the 1997 Series A Bonds Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the 1997 Series A Bonds. Any remaining funds in the 1997 Series A Bonds Cost of Issuance Fund after payment of all Costs of Issuance (as certified by the Commission) shall be transferred to the Revenue Fund and applied by the Trustee to the payment of interest on the 1997 Series A Bonds on the next interest payment date therefor. (B) Before any payment from the 1997 Series A Bonds Costs of Issuance Fund shall be made, the Commission shall file or cause to be filed with the Trustee a Requisition of the Commission stating (i) the item number of such payment; (ii) the name and address of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the Commission or a constituent thereof and are presently due and payable and that each item thereof is a proper charge against the 1997 Series A Bonds Costs of Issuance Fund and has not been previously paid from said fund. (C) Upon receipt of each Requisition described in paragraph (B) above, the Trustee shall pay the amount set forth in such Requisition as directed by the terms LAI-7390ou.V11 v. vto 11 04/26/97 • • • 000152 • thereof out of the 1997 Series A Bonds Costs of Issuance Fund. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. The Trustee shall not incur any liability for any disbursement from the 1997 Series A Bonds Costs of Issuance Fund made in reliance upon any Requisition. SECTION 19.16. Use of Depository. Notwithstanding any provision of the Indenture or this Fourth Supplemental Indenture to the contrary: (A) The 1997 Series A Bonds shall be initially issued as provided in Section 19.02. Registered ownership of the 1997 Series A Bonds, or any portions thereof, may not thereafter be transferred except: (i) To any successor of The Depository Trust Company or its nominee, or to any substitute depository designated pursuant to clause (ii) of this subsection (A) (a "substitute depository"); provided that any successor of The Depository Trust Company or a substitute depository shall be qualified under any applicable laws to provide the service hereunder proposed to be provided by it; (ii) To any substitute depository upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the Commission that The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services hereunder proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository; provided that no substitute depository which is not objected to by the Trustee can be obtained, or (2) a determination by the Commission that it is in the best interests of the Commission to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its function as depository. (B) In the case of any transfer pursuant to clause (i) or clause (ii) of Section 19.16(A) above, upon receipt of all Outstanding 1997 Series A Bonds by the Trustee, together with a Certificate of the Commission to the Trustee, a single new 1997 Series A Bond for each maturity shall be executed and delivered, registered in the, name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Certificate of the Commission. In the case of any transfer pursuant to clause (iii) of Section 16.10(A) above, upon receipt of all Outstanding 1997 Series A Bonds by the Trustee together with a Certificate of the Commission to the Trustee, new 1997 Series A Bonds shall be executed and delivered in such denominations and LA I-739000. V I I v. v10 12 04/26/97 t 000153 registered in the names of such persons as are requested in such a Certificate of the Commission, subject to the limitations of Section 20.01 hereof; provided the Trustee shall not be required to deliver such new 1997 Series A Bonds within a period less than sixty (60) days from the date of receipt of such a Certificate of the Commission. (C) In the case of partial redemption, cancellation or an advance refunding of any 1997 Series A Bonds evidencing all or a portion of the principal maturing in a particular year, The Depository Trust Company shall make an appropriate notation on the 1997 Series A Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. (D) The Commission and the Trustee shall be entitled to treat the person in whose name any 1997 Series A Bond is registered as the Bondholder thereof for all purposes of the Indenture, this .Fourth Supplemental Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Commission; and the Commission and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the 1997 Series A Bonds. Neither the Commission nor the Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any 1997 Series A Bond. (E) So long as all Outstanding 1997 Series A Bonds are registered in the name of "Cede & Co." or its registered assigns, the Commission and the Trustee shall cooperate with "Cede & Co.," as sole registered Bondholder, and its registered assigns in effecting payment of the principal of, redemption premium, if any, and interest, as applicable, on the 1997 Series A Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. SECTION 19.17. Terms of 1997 Series A Bonds Subject to the Indenture. Except as expressly provided in this Fourth Supplemental Indenture, every term and condition contained in the Indenture shall apply to this Fourth Supplemental Indenture and to the 1997 Series A Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Fourth Supplemental Indenture. This Fourth Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby. LAI-739000.V11 v. v10 13 04/26/97 • • 000154 • • • [ARTICLE XX PROVISIONS RELATING TO INSURER] SECTION 20.01. 1997 Insurance Policy Payments. (A) If, on the third day preceding any interest payment date for the 1997 Series A Bonds there is not on deposit with the Trustee sufficient moneys available to. pay all principal of and interest on the 1997 Series A Bonds due on such date, the Trustee shall immediately notify the 1997 Insurer and [ ] or its successor as its Fiscal Agent (the "Fiscal Agent") of the amount of such deficiency. If, by said interest payment date, the Commission has not provided the amount of such deficiency, the Trustee shall simultaneously make available to the 1997 Insurer and to the Fiscal Agent the registration books for the 1997 Series A Bonds maintained by the Trustee. In addition: (i) The Trustee shall provide the 1997 Insurer with a list of the 1997 Series A Bondholders entitled to receive principal or interest payments from the 1997 Insurer under the terms of the 1997 Insurance Policy and shall make arrangements for the 1997 Insurer and its Fiscal Agent (1) to mail checks or drafts to 1997 Series A Bondholders entitled to receive full or partial interest payments from the 1997 Insurer and (2) to pay principal of the 1997 Series A Bonds surrendered to the Fiscal Agent by the 1997 Series A Bondholders entitled to receive full or partial principal payments from the 1997 Insurer; and (ii) The Trustee shall, at the time it makes the registration books available to the 1997 Insurer pursuant to (i) above, notify 1997 Series A Bondholders entitled to receive the payment of principal of or interest on the 1997 Series A Bonds from the 1997 Insurer (1) as to the fact of such entitlement, (2) that the 1997 Insurer will remit to them all or part of the interest payments coming due subject to the terms of the 1997 Insurance Policy, (3) that, except as provided in paragraph (B) below, in the event that any 1997 Series A Bondholder is entitled to receive full payment of principal from the 1997 Insurer, such 1997 Series A Bondholder must tender his 1997 Series A Bond with the instrument of transfer in the form provided on the 1997 Series A Bond executed in the name of the 1997 Insurer, and (4) that, except as provided in paragraph (B) below, in the event that such 1997 Series A Bondholder is entitled to receive partial payment of principal from the 1997 Insurer, such 1997 Series A Bondholder must tender his 1997 Series A Bond for payment first to the Trustee, which shall note on such 1997 Series A Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the 1997 Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the 1997 Series A Bondholder subject to the terms of the 1997 Insurance Policy. (B) In the event that a responsible officer of the Trustee has actual notice that any payment of principal of or interest on a 1997 Series A Bond has been recovered LA 1-739000. 911 v. v 10 14 04/26/97 000155 from a 1997 Series A Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, non -appealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the 1997 Insurer, notify all 1997 Series A Bondholders that in the event that any 1997 Series A Bondholder's payment is so recovered, such 1997 Series A Bondholder will be entitled to payment from the 1997 Insurer to the extent of such recovery, and the Trustee shall furnish to the 1997 Insurer its records evidencing the payments of principal of and interest on the 1997 Series A Bonds which have been made by the Trustee and subsequently recovered from 1997 Series A Bondholders, and the dates on which such payments were made. (C) The 1997 Insurer shall, to the extent it makes payment of principal of or interest on the 1997 Series A Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 1997 Insurance Policy and, to evidence such subrogation, (1) in the case of subrogation as to claims for past due interest, the Trustee shall note the 1997 Insurer's rights as subrogee on the registration books maintained by the Trustee upon receipt from the 1997 Insurer of proof of the payment of interest thereon to the Bondholders of such 1997 Series A Bonds and (2) in the case of subrogation as to claims for past due principal, the Trustee shall note the 1997 Insurer's rights as subrogee on the registration books for the 1997 Series A Bonds. Notwithstanding anything in this Fourth Supplemental Indenture or the 1997 Series A Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the 1997 Insurer to the extent that the 1997 Insurer is a subrogee with respect thereto. SECTION 20.02. Consent of 1997 Insurer. (A) Any amendment or supplement to this Fourth Supplemental Indenture or the Indenture may not be adopted or executed without the prior written consent of the 1997 Insurer. In addition, the Commission shall provide any rating agency rating the 1997 Series A Bonds with notice of any such amendment and a copy thereof at least fifteen (15) days in advance of its -execution or adoption. Further, the Commission shall provide the 1997 Insurer with a full transcript of all proceedings relating to the execution of any such supplement. (B) Any successor Trustee or co -Trustee under the Indenture must have combined capital, surplus and undivided profits of at least $50 million, unless the 1997 Insurer shall otherwise approve. No resignation or removal of the Trustee shall become effective until a successor has been appointed and has accepted the duties of Trustee. The 1997 Insurer shall be furnished with written notice of the resignation or removal of the Trustee and the appointment of any successor thereto. (C) Anything in the Indenture to the contrary notwithstanding, upon the occurrence and continuance of an Event of Default, the 1997 Insurer shall (1) be deemed to be the sole holder of the 1997 Series A Bonds it has insured (except for LA I-739000 V I I v. v 10 15 (14/26/97 i 00915q • • • purposes of the giving of notice of default to Bondholders) for so long as it has not failed to comply with its payment obligations under the 1997 Insurance Policy and (2) be included as a party in interest and as a party entitled to (i) notify the Commission, the Trustee, if any, or any applicable receiver of the occurrences of an Event of Default and (ii) subject to Article VIII of the Indenture, request the Trustee or receiver to intervene in judicial proceedings that affect the 1997 Series A Bonds or the security therefor. The Trustee or receiver shall be required to accept notice of default from the 1997 Insurer, In determining whether a payment default has occurred or whether a payment on the 1997 Series A Bonds has been made, no effect shall be given to payments under the 1997 Insurance Policy. (D) With respect only to the proceeds of the 1997 Series A Bonds and the earnings thereon on deposit in any of the funds or accounts established under the Indenture, the term "Investment Securities" as used in the Indenture shall mean those investments specified in Exhibit B hereto. The Trustee shall value the investments in any fund or account under the Indenture relating to the 1997 Series A Bonds as frequently as deemed necessary by the 1997 Insurer, but not less often than annually (nor more frequently than monthly) at market value thereof, exclusive of accrued interest. Deficiencies in the amount on deposit in any such fund or account resulting from a decline in market value shall be restored by the Commission no later than the succeeding valuation date. (E) Any credit instrument provided in lieu of a cash deposit into the 1997 Series A Bonds Reserve Account of the Bond Reserve Fund shall be provided by the 1997 Insurer or otherwise meet its requirements. (F) Any acceleration of the 1997 Series A Bonds or any annulment thereof shall be subject to the prior written consent of the 1997 Insurer. (G) In addition to the requirements of Article X of the Indenture, only cash, direct non -callable obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated AAA by Standard & Poor's or Aaa by Moody's (or any combination thereof) shall be used to effect defeasance of the 1997 Series A Bonds unless the 1997 Insurer otherwise approves. In the event of an advance refunding, the Commission shall cause to be delivered a verification report of an independent nationally recognized certified public accountant to the 1997 Insurer and the Trustee. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding project relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not assume performance under or compliance with -the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply LAI-739000.V11 v. v10 16 t4 /26/97 41111.0, s 000157 contract and the escrow agreement, the terms of the escrow agreement shall be controlling. (H) No consent, right or other privilege granted to the 1997 Insurer herein or in the Indenture shall be effective if the 1997 Insurance Policy is no longer in full force and effect or if the 1997 Insurer is in default in its obligations thereunder. SECTION 20.03. Matters Relating to the 1997 Reserve Policy. (A) The Commission's repayment of any draws under the 1997 Reserve Policy and related reasonable expenses incurred by the 1997 Insurer in connection therewith (together with interest thereon at a rate equal to the lower of (i) the prime rate of Morgan Guaranty Trust Company of New York in effect from time to time plus 2% per annum and (ii) the highest rate permitted by law) shall enjoy the same priority as the obligation to maintain and refill the 1997 Series A Bonds Reserve Account under the Indenture. Repayment of draws, expenses and accrued interest (collectively, "Policy Costs") shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. If and to the extent that cash has also been deposited in the 1997 Series A Bonds Reserve Account, all such cash shall be used (or investments purchased with such cash shall be liquidated and the proceeds applied as required) prior to any drawing under the 1997 Reserve Policy, and repayment of any Policy Costs shall be made prior to replenishment of any such cash amounts. If, in addition to the 1997 Reserve Policy, any other reserve fund substitute instrument ("Additional Reserve Policy") is provided, drawings under the 1997 Reserve Policy and any such Additional Reserve Policy, and repayment of Policy Costs and reimbursement of amounts due under the Additional Reserve Policy, shall be made on a pro rata basis (calculated by reference to the maximum amounts available thereunder) after applying all available cash in the 1997 Series A Bonds Reserve Account and prior to replenishment of any such cash draws, respectively. (B) If the Commission shall fail to repay any Policy Costs in accordance with the requirements of paragraph (A) above, the 1997 Insurer shall be entitled to exercise any and all remedies available at law or under the Fourth Supplemental Indenture other than (i) acceleration of the maturity of the 1997 Series A Bonds or (ii) remedies which would adversely affect 1997 Series A Bondholders. (C) The Indenture shall not be discharged until all Policy Costs owing to the 1997 Insurer shall .have been paid in full. (D) As security for the Commission's repayment obligations with respect to the 1997 Reserve Policy, the 1997 Insurer is hereby granted a security interest (subordinate only to that of the Bondholders and the Trustee's right to payment under Section 7.02 of the Indenture) in all revenues and collateral pledged as security for the 1997 Series A Bonds. LA I-739000. V 11 v. v 10 17 04/26/97 • 000158 • • • (E) If the Commission proposes to issue any additional Series of Bonds, other than refunding Bonds, after the issuance of the 1997 Series A Bonds pursuant to Section 3.01 of the Indenture, the Commission must then be able to demonstrate that its Revenues are or will be sufficient to provide for at least one times coverage of the Commission's obligations with respect to repayment of any Policy Costs then due and owing. In addition, no such additional Bonds may be issued without the 1997 Insurer's prior written consent (which consent shall not be unreasonably withheld) if any Policy Costs (which expenses shall be reasonable) are past due and owing to the 1997 Insurer. (F) The Trustee shall ascertain the necessity for a claim upon the 1997 Reserve Policy and provide notice to 1997 Insurer in accordance with the terms of the 1997 Reserve Policy at least two business days prior to each interest payment date. SECTION 20.04. Notices to 1997 Insurer. (A) While the 1997 Insurance Policy is in full force and effect, the Commission shall furnish to the 1997 Insurer: (i) within 180 days after the end of each of the Commission's Fiscal Years, budget for the new year, annual audited financial statements, a statement of the amount on deposit in the 1997 Series A Bonds Reserve Account of the Bond Reserve Fund as of the last valuation, and, if not presented in the audited financial statements, a statement of the tax revenues pledged to payment of Bonds in each such Fiscal Year; (ii) official statement or other disclosure, if any, prepared in connection with the issuance of additional debt, whether or not it is on parity with the 1997 Series A Bonds within 30 days after the sale thereof; (iii) notice of any draw upon or deficiency due to market fluctuation in the amount, if any, on deposit in the 1997 Series A Bonds Reserve Account of the Bond Reserve Fund; ' (iv) notice of the redemption, other than mandatory sinking fund redemption, of any of the 1997 Series A Bonds, or any advance refunding of the 1997 Series A Bonds, including the principal amount, maturities and CUSIP numbers thereof; and, (v) such additional information as the 1997 Insurer may reasonably request from time to time. (B) The 1997 Insurer shall receive immediate notice of any payment default and notice of any other default under the Indenture actually known to a responsible officer of the Trustee or Commission within 30 days of such officer's knowledge thereof. LA 1-739000. V 11 v. v 10 18 04/26/97 004159 (C) For purposes of any notices to be sent to the 1997 Insurer and the Fiscal Agent, the addresses of such parties (unless otherwise designated by them) shall be as follows: ARTICLE XXI GENERAL PROVISIONS SECTION 21.01. Continuing Disclosure. The Commission hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the Commission to comply with the Continuing Disclosure Agreement shall not be considered an Event of Default; however, any Bondholder or Beneficial Owner of a 1997 Series A Bond may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Commission to comply with its obligations under this Section. For purposes of this Section, 'Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any 1997 Series A Bonds (including persons holding 1997 Series A Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any 1997 Series A Bonds for federal income tax purposes. SECTION 21.02. Effective Date of Fourth Supplemental Indenture. This Fourth Supplemental Indenture shall take effect upon its execution and delivery. SECTION 21.03. Execution in Counterparts. This Fourth Supplemental Indenture may be. executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. LAI-739000.V11 v. v10 [Remainder of page intentionally left blank] 19 04/26/97 • • 000160 • • • IN WITNESS WHEREOF, the parties hereto have executed this Fourth Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. (Seal) ATTEST: Clerk of the Riverside County Transportation Commission Approved as to form: General Counsel to the Riverside County Transportation Commission LA I-739000. V 11 v. v 10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Executive Director as Trustee By Title: Authorized Officer 04/?6/97 i 000161 EXHIBIT A FORM OF 1997 SERIES A BOND No. $ Maturity RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (LIMITED TAX BONDS), 1997 SERIES A Interest Rate Dated Per Annum Date REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: CUSIP RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly organized and existing under and pursuant to the laws of the State of California (the "Commission"), for value received, hereby promises to pay (but only out of the Revenues hereinafter referred to) to the registered owner named above or registered assigns, on the maturity date specified above, the principal sum specified above together with interest thereon from the date hereof until the principal hereof shall have been paid, at the interest rate per annum specified above, payable on [December 1, 1997], and semiannually thereafter on June 1 and December 1 in each year. Interest hereon is payable in lawful money of the United States of America (except as otherwise provided in the hereinafter mentioned Indenture) by check mailed by first-class mail on each interest payment date to the registered owner as of the close of business on the 15th day of the calendar month immediately preceding such interest payment date. The principal hereof, and premium, if any, hereon are payable when due upon presentation hereof at the corporate trust office of First Trust of California, National Association, as trustee (together with any successor as trustee under said Indenture, the "Trustee"), in Los Angeles, California, in lawful money of the United States of America. This Bond is one of a duly authorized issue of Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) (the "Bonds") of the series and designation indicated on the face hereof. Said authorized issue of Bonds is limited in aggregate principal amount as provided in said Indenture, and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Indenture provided, all issued and to be issued pursuant to the provisions of the Riverside County Transportation Sales Tax constituting Division 25 of the California Public Utilities Code (the "Law"). This LAI-739000.V11 v. v10 A-1 04/?6/97 • 411 00 1. g � • • Bond is issued pursuant to an indenture dated as of January 1, 1991 providing for the issuance of the Bonds, a first supplemental indenture dated as of January 1, 1991, a second supplemental indenture dated as of January 1, 1993 a third supplemental indenture dated as of January 1, 1996, and a fourth supplemental indenture dated as of [ ], 1997, each by and between the Trustee named therein and the Commission, authorizing the issuance of the Commission's Bonds (said indenture as amended and supplemented, being the "Indenture"). Reference is hereby made to the. Indenture and to the Law for a description of the terms on which the Bonds are issued and to be issued, the provisions with regard to the nature and extent of the Revenues (as that term is defined in the Indenture), and the rights of the registered owners of the Bonds; and all the terms of the Indenture and the Law are hereby incorporated herein and constitute a contract between the Commission and the registered owner from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by its acceptance hereof, consents and agrees. Additional Bonds may be issued, and indebtedness may be incurred, on a parity with the Bonds of this authorized issue, but only subject to the conditions and limitations contained in the Indenture. The Bonds and the interest thereon (to the extent set forth in the Indenture), together with the Parity Debt (as defined in the Indenture) hereafter issued by the Commission, and the interest thereon, are payable from, and are secured by a charge and lien on, the Revenues derived by the Commission from the transactions and use tax imposed pursuant to the Law. All of the Bonds and Parity Debt are equally secured by a pledge of, and charge and lien upon, all of the Revenues, and the Revenues constitute a trust fund for the security and payment of the interest on and principal of the Bonds; but nevertheless out of Revenues certain amounts may be applied for other purposes as provided in the Indenture. The Bonds are limited obligations of the Commission and are payable, both as to principal and interest, and as to any premium upon the redemption thereof, out of the Revenues and certain funds held by the Trustee under the Indenture. The 1997 Series A Bonds maturing on or before June 1, [ ] shall not be subject to redemption prior to their respective stated maturities. The 1997 Series A Bonds maturing on or after June 1, [ ] shall be subject to redemption prior to their respective stated. maturities, at the option of the Commission, from any source of available funds, as a whole or in part on any date (by such maturities as may be specified by the Commission and by lot within a maturity), on or after June 1, [ ] at the following redemption prices (computed upon the principal amount of 1997 Series A Bonds called for redemption), plus accrued interest to the date fixed for redemption: Redemption Period (Both Dates Inclusive) June 1, [ June 1, to 1-739000. V I 1 v. v 10 ] through May 31, [ ] through May 31, [ A-2 Redemption Price 102% 101 4 04/26/97 000163 June 1, [ ] and thereafter 100 The 1997 Series A Bonds maturing on June 1, [ ] shall also be subject to redemption prior to their stated maturity, in part, by lot, from Mandatory Sinking Account Payments required by and as specified in the Indenture, on any June 1 on or after June 1, [ ], at the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium. The general fund of the Commission is not liable, and the credit or taxing power of the Commission is not pledged (other than as described above), for the payment of the Bonds or their interest. The Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Commission or any of its income or receipts, except the Revenues. No holder of this Bond shall ever have the right to compel any exercise of the taxing power of the Commission to pay this Bond or the interest hereon. k This Bond is transferable or exchangeable for other authorized denominations by' the registered owner hereof, in person or by its attorney duly authorized in writing, at the corporate trust office of the Trustee in Los Angeles, California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or Bonds without coupons, of authorized denomination or denominations, of the same series, tenor, maturity and interest rate for the same aggregate principal amount will be issued to the transferee in exchange heretofore. The Commission, the Trustee and any paying agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the Commission, the Trustee and any paying agent shall not be affected by any notice to the contrary. The rights and obligations of the Commission and of the holders and registered owners of the Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered owners of Bonds. It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, and that this Bond, together with all other indebtedness, of the Commission pertaining to the Revenues, is within every debt and other limit prescribed by the Constitution and the statutes of the State of California, and is not in excess of the amount of Bonds permitted to be issued under the Indenture or the Law. LA I-739000. V l 1 v. v 10 A-3 04/26/97 • • • 000164 • • • This Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee. IN WITNESS WHEREOF, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION has caused this Bond to be executed in its name and on its behalf by its Chairman and Auditor -Controller and countersigned by its Clerk, and the seal of the Commission to be impressed hereon, and this Bond to be dated as of the 1st day of [ ], 1997. (SEAL) Attest: Clerk of the Riverside County Transportation Commission LAI-739000.V11 v. v10 RIVERSIDE COUNTY TRANSPORTATION COMMISSION By By Chairman A-4 Auditor -Controller 04/26/97 000165 [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Bonds described in the within -mentioned Indenture and registered on the date set forth below. Dated: FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION as Trustee By Authorized Signatory [FORM OF ASSIGNMENT] For value received hereby sell, assign and transfer unto the within Bond and hereby irrevocably constitute and appoint attorney, to transfer the same on the books of the Commission at the office of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed by: LAI-739000.V11 v. v10 NOTE: The signature to this Assignment must correspond with the name on the face of the within Registered Bond in every particular, without alteration or enlargement or any change whatsoever. . NOTE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-5 04/26/97 000166 • • • [EXHIBIT B] PERMITTED INVESTMENT GUIDELINES (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America must be pledged to any such direct obligation or guarantee ("Direct Obligations" ); (2) Direct obligations and fully guaranteed certificates of beneficial interest of the Export -Import Bank of the United States; consolidated debt obligations and letter of credit -backed issues of the Federal Home Loan Banks; participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation ("FHLMCs"); debentures of the Federal Housing Administration; mortgage -backed securities (except stripped mortgage securities which are valued greater than par on the portion of unpaid principal) and senior debt obligations of the Federal National Mortgage Association ("FNMAs"); participation certificates of the General Services Administration; guaranteed mortgage -backed securities and guaranteed participation certificates of the Government National Mortgage Association ("GNMAs"); guaranteed participation certificates and guaranteed pool certificates of the Small Business Administration; debt obligations and letter of credit -backed issues of the Student Loan Marketing Association; local authority bonds of the U.S. Department of Housing & Urban Development; guaranteed Title XI financings of the U.S. Maritime Administration; guaranteed transit bonds of the Washington Metropolitan Area Transit Authority; Resolution Funding Corporation securities. (3) direct obligations of any state of the United States of America or any subdivision or agency thereof whose unsecured, uninsured and unguaranteed general obligation debt is rated, at the time of purchase, "A" or better by Moody's Investors Service and "A" or better by Standard & Poor's Corporation, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured, uninsured and unguaranteed general obligation debt is rated, at the time of purchase, "A" or better by Moody's Investors Service and "A" or better by Standard & Poor's Corporation; (4) commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, "P-1" by Moody's Investors Service and "A-1" or better by Standard & Poor's Corporation; (5) Federal funds, unsecured certificates of deposit, time deposits or bankers acceptances (in each case having maturities of not more than 365 days) of any domestic bank including a branch office of a foreign bank which branch office is located in the United States, provided legal opinions are received to the effect that full and timely payment of such deposit or similar obligation is enforceable against LA I-739000. V 11 v. v 10 B-1 04/26/97 000167 (7) the principal office or any branch of such bank, which, at the time of purchase, has a short-term "Bank Deposit" rating of "P-1" by Moody's and a "Short -Term CD" rating of "A-1" or better by S&P. (6) deposits of any bank or savings and loan association which has combined capital, surplus and undivided profits of not less than $3 million, provided such deposits are continuously and fully insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation; investments in money-market funds rated "AAAm" or "AAAm-G" by Standard & Poor's Corporation; (8) repurchase agreements collateralized by Direct Obligations, GNMAs, FNMAs or FHLMCs with any registered broker/dealer subject to the Securities Investors' Protection Corporation jurisdiction or any commercial bank insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed obligation rated "P-1" or "A3" or better by Moody's Investors Service, and "A-1" or "A-" or better by Standard & Poor's Corporation, provided: a. a master repurchase agreement or specific written repurchase agreement governs the transaction; and b. the securities are held free and clear of any lien by the Trustee or an independent third party acting solely as agent ("Agent") for the Trustee, and such third party is (i) a Federal Reserve Bank, (ii) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $50 million or (iii) a bank approved in writing for such purpose by Financial Guaranty Insurance Company, and the Trustee shall have received written confirmation from such third party that it holds such securities, free and clear of any lien, as agent for the Trustee; and c. a perfected first security interest under the Uniform Commercial Code, or book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. in such securities is created for the benefit of the Trustee; and d. the repurchase agreement has a term of 180 days or less, and the Trustee or the Agent will value the collateral securities no less frequently than weekly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within two business days of such valuation; and e. the fair market value of the securities in relation to the amount of the repurchase obligation, including principal and interest, is equal to at least 103 %. LAI-739000.v11 v. v10 f� ill B-2 04/26/97 • • • �0 68 • • • (9) Investment agreements, the issuer, form and substance of which are specifically approved by the 1997 Insurer. L.AI-739000.V11 v, v10 B-3 04/26/97 000163' LAI-739000.V11 v. v10 ExHiBrr C GOVERNMENT:OBLIGATIONS C-1 04/26/97 • • 000170 EXHIBIT D WITHDRAWAL SCHEDULE LA1-739000.V11 v. v10 04/26/97 gib 000171 • • • O'M&M DRAFT OF 4-^ 26-97 FIFTH SUPPLEMENTAL INDENTURE by and between the RIVERSIDE COUNTY TRANSPORTATION COMMISSION and FIRST TRUST OF CALIFORNIA, N.A., as Trustee Dated as of [ ], 1997 AUTHORIZING THE ISSUANCE OF $ IN AGGREGATE AMOUNT OF JUNIOR BOND OBLIGATION OF RIVERSIDE COUNTY TRANSPORTATION COMMISSION JUNIOR SALES TAX REVENUE BONDS (LIMITED TAX BONDS), 1997 SERIES B (Supplemental to the Indenture dated as of January 1, 1991, as amended and supplemented by • the First Supplemental Indenture dated as of January 1, 1991, as amended and supplemented by the Second Supplemental Indenture dated as of January 1, 1993, as amended and supplemented by the Third Supplemental Indenture dated as of January 1, 1996, and as amended and supplemented by the Fourth Supplemental Indenture dated as of , 1997) 41••. .. 000172 TABLE OF CONTENTS Section Page ARTICLE XXII DEFINITIONS SECTION 22.01. Definitions 2 ARTICLE XXIII THE JUNIOR BONDS SECTION 23.01. Authorization of Junior Bonds ^ 12 SECTION 23.02. Terms of the Junior Bonds 12 SECTION 23.03. Form of Junior Bonds 12 SECTION 23.04. Execution of Junior Bonds 12 SECTION 23.05. Transfer of Junior Bonds 13 SECTION 23.06. Exchange of Junior Bonds 13 SECTION 23.07. Bond Register ^ ;14 SECTION 23.08. Temporary Junior Bonds ^ 14 SECTION 23.09. Junior Bonds Mutilated, Lost, Destroyed or Stolen 14 ARTICLE XXIV ISSUANCE OF JUNIOR BONDS SECTION 24.01. Issuance of Junior Bonds 15 SECTION 24.02. Proceedings for Issuance of Additional ^ Series of Junior Bonds 16 SECTION 24.03. Issuance of Refunding Junior Bonds 17 SECTION 24.04. Application of Proceeds ^ '1 SECTION 24.05. Limitations on the Issuance of Obligations ^ Payable from Junior Revenues ^ 19 ARTICLE XXV REDEMPTION OF JUNIOR BONDS SECTION 25.01. Terms of Redemption Q ARTICLE XXVI JUNIOR REVENUES SECTION 26.01. Pledge of Junior Revenues; Subordinated Obligation Fund ^ 21 SECTION 26.02. Allocation of Sales Tax Revenues 22 i • 000173 SECTION 28.03. SECTION 28.04. SECTION 28.05. SECTION 28.06. SECTION 28.07. SECTION 28.08. SECTION 28.09. Section page SECTION 26.03. SECTION 26.04. SECTION 26.05. SECTION 26.06. SECTION 26.07. Application of Junior Interest Fund A 25 Application of Junior Principal Fund " 25 Funding and Application of Subordinated " Obligation Reserve Fund 26 Application of Junior Redemption Fund 28 Investment of Moneys in Funds and Accounts; " Valuation of Subordinated Obligation Reserve Fund 28 ARTICLE XXVII COVENANTS OF THE COMMISSION SECTION 27.01. • Punctual Payment SECTION 27.02. Extension of Payment of Junior Bonds SECTION 27.03. Waiver of Laws SECTION 27.04. Further Assurances SECTION 27.05. Against Encumbrances SECTION 27.06. Accounting Records and Financial Statements SECTION 27.07. Collection of Sales Tax Revenues SECTION 27.08. Junior Rebate Fund SECTION 27.09. Tax Covenants SECTION 27.10. Other Obligations SECTION 27.11. No Adverse Action SECTION 27.12. Trust Agreement to Constitute a Contract ARTICLE XXVIII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS SECTION 28.01. Junior Events of Default SECTION 28.02. Application of Junior Revenues and A Other Funds After Default Trustee to Represent Bondholders A 3.1 A 31: 31 31 31 31 32 33 34 34 35 35 35 36 37 Bondholders' Direction of Proceedings ^ 38 Limitation on Bondholders' Right to Sue 38 Absolute Obligation of the Commission ^ 39 Termination of Proceedings 39 Remedies Not Exclusive 39 No Waiver of Default 39 ARTICLE XXIX THE TRUSTEE SECTION 29.01. Appointment; Duties, Immunities and Liabilities of Trustee ii E 000174 Section Page SECTION 29.02. SECTION 29.03. SECTION 29.04. SECTION 29.05. Merger or Consolidation 41 Liability of Trustee " 42 Right of Trustee to Rely on Documents " 44 Compensation and Indemnification of Trustee ... 44 ARTICLE XXX MODIFICATION OR AMENDMENT OF THIS FIFTH SUPPLEMENTAL INDENTURE SECTION 30.01. SECTION 30.02. SECTION 30.03. SECTION 30.04. SECTION 31.01. SECTION 31.02. SECTION 31.03. SECTION 31.04. SECTION 32.01. SECTION 32.02. SECTION 32.03. SECTION 32.04. SECTION 32.05. SECTION 32.06. SECTION 32.07. SECTION 32.08. SECTION 32.09. SECTION 32.10. SECTION 32.11. SECTION 32.12. Amendments Permitted 45 Effect of Supplemental Indenture 47 Endorsement of Junior Bonds; Preparation of New Junior Bonds 47 Amendment of Particular Junior Bonds 48 ARTICLE XXXI DEFEASANCE Discharge of Indenture 48 Discharge of Liability on Junior Bonds 49 Deposit of Money or Securities with Trustee ... 49 Payment of Junior Bonds After Discharge of Indenture 50 ARTICLE XXXII 1997 SERIES B JUNIOR BONDS Authorization and Terms of 1997 Series B Junior Bonds " 51 Redemption of 1997 Series B Junior Bonds 52 Selection of Junior Bonds for Redemption 52 Notice of Redemption " 5 Partial Redemption of Junior Bonds 53 Effect of Redemption 53 1997 Series B Junior Sinking Account 53 Form of 1997 Series B Junior Bonds 54 Issuance of 1997 Series B Junior Bonds 54 Application of Proceeds of 1997 Series B Junior Bonds k 55 Establishment and Application of 1997 Series B Junior Bonds Reserve Account in Subordinated " Obligation Reserve Fund 56 Establishment and Application of 1997 Series B Commercial Paper Note Payment Fund 56 • • • 000175 • Section Page SECTION 32.13. Establishment and Application of 1997 Series B Project Fund ^ 57 SECTION 32.14. Establishment and Application of 1997 Series B Junior Bonds Costs of Issuance Fund ^ 58 SECTION 32.15. Use of Depository ^ 59 SECTION 32.16. Terms of 1997 Series B Junior Bonds Subject " to the Indenture 60 [ARTICLE XXXIII PROVISIONS RELATING TO INSURER] SECTION 33.01. 1997 Series B Insurance Policy Payments " ail SECTION 33.02. Consent of 1997 Series B Insurer 62 SECTION 33.03. Matters Relating to the 1997 Series B Reserve Policy ^ 64 SECTION 33.04. Notices to 1997 Series B Insurer ^ 65 ARTICLE XXXIV GENERAL PROVISIONS SECTION 34.01. Continuing Disclosure ^ 66 SECTION 34.02. Liability of Commission Limited to Junior Revenues 66 SECTION 34.03. Successor Is Deemed Included in All " References to Predecessor 66 SECTION 34.04. Limitation of Rights to Commission, A Trustee and Bondholders ^ 67 SECTION 34.05. Waiver of Notice ^ 67 SECTION 34.06. Destruction or Delivery of Cancelled Junior Bonds ^ 67 SECTION 34.07. Severability of Invalid Provisions ^ 67 SECTION 34.08. Notice to Commission and Trustee 67 SECTION 34.09. Evidence of Rights of Bondholders ^ 6$ SECTION 34.10. Disqualified Junior Bonds 68 SECTION 34.11. Money Held for Particular Junior Bonds " 0 SECTION 34.12. Funds and Accounts ^ 69 SECTION 34.13. Article and Section Headings and References '^ Fig SECTION 34.14. Waiver of Personal Liability 69 SECTION 34.15. Governing Law 69 SECTION 34.16. Business Day 69 SECTION 34.17. Effective Date of Indenture ^ 70 SECTION 34.18. Execution in Counterparts ^ 7 iv 000176 Section EXHI1311-. EXHIBIT EXHIBTI' t EXHIBIT OR.WF 2997 S€RIES BIi.MOR Ef ON.T gAMTURPINYWYWNT.PPPELINFA ©YgmmENT f P.Up.f1TIQNS .. . v Page .< 000177 • • • Fifth Supplemental Indenture (Supplemental to the Indenture dated as of January 1, 1991, as amended and supplemented by the First Supplemental Indenture dated as of January 1, 1991, as amended and supplemented by the Second Supplemental Indenture dated as of January 1, 1993, as amended and supplemented by the Third Supplemental Indenture dated as of January 1, 1996, and as amended and supplemented by the Fourth Supplemental Indenture dated as of , 1997) Authorizing the Issuance of $ in Aggregate Amount of Junior Bond Obligation of Riverside County Transportation Commission Junior Sales Tax Revenue Bonds (Limited Tax Bonds), This Fifth Supplemental Indenture, dated as of [ ] 1997 (the "Fifth Supplemental Indenture"), between the Riverside County Transportation Commission (the "Commission") and First Trust of California, N.A., as trustee (the "Trustee"); WITNESSETH: WHEREAS, this Fifth Supplemental Indenture is supplemental to the Indenture, dated as of January 1, 1991 (as amended and supplemented by the First Supplemental Indenture, dated as of January 1, 1991, the Second Supplemental Indenture, dated as of January 1, 1993, the Third Supplemental Indenture, dated as of January 1, 1996 and the Fourth Supplemental Indenture, dated as of [ ] 1997 (the "Indenture"), by and between the Commission and the Trustee; WHEREAS, the Indenture permits the Commission to issue obligations on a subordinated basis to the Bonds; WHEREAS, the Commission has determined to enter into this Fifth Supplemental Indenture in order to provide for the authentication and delivery of certain subordinated limited tax bonds (the "Junior Bonds") to establish and declare the terms and conditions upon which the Junior. Bonds shall be issued and secure the payment of the principal thereof, premium (if any) and interest thereon; and WHEREAS, in accordance with the Law, the Board has determined to issue its Junior Sales Tax Revenue Bonds (Limited Tax Bonds) 1997 Series B, (the "1997 Series B Junior Bonds"), in the aggregate amount of $ in Junior Bond LA1-740354.V10 v. V9 0 0 0118, Obligation, in order to repay certain of the Commission's outstanding Commercial Paper Notes and finance a portion of the Project. NOW, THEREFORE, the parties hereto agree, as follows: ARTICLE XXII DEFINITIONS SECTION 22.01. Definitions. Except as otherwise provided in this Fifth Supplemental Indenture, all words, terms and phrases defined in the Indenture shall have the same meaning herein as in the Indenture. Annual Junior Debt Service For the purposes of the 1997 Series B Junior Bonds (as defined below), "Annual Junior Debt Service" means, for any Fiscal Year in which the calculation is made or any subsequent Fiscal Year, the aggregate of the interest, principal amount and Junior Mandatory Sinking Account Payments due or to become due, other than by reason of redemption at the option of the Commission, on all 1997 Series B Junior Bonds Outstanding during such Fiscal Year or subsequent Fiscal Year. Assumed Junior Debt Service "Assumed Junior Debt Service" means, for any Series of Junior Bonds or Junior Parity Debt in any Fiscal Year, the aggregate amount of principal and interest which would be payable on such Junior Bonds or Junior Parity Debt if each Junior Excluded Principal Payment were amortized for a period specified by the Commission (but ending not later than the Tax Expiration Date) on a substantially level debt service basis, calculated based on a fixed interest rate equal to the rate at which the Commission could borrow for such period, as certified by a certificate of a financial advisor or investment banker delivered to the Trustee, who may rely conclusively on such certificate, within thirty (30) days of the date of calculation. Business Day "Business Day" when used in this Fifth Supplemental Indenture means any day other than (1) a Saturday, Sunday, or a day on which banking institutions in the State or the State of New York are authorized or obligated by law or executive order to be closed, and (2) for purposes of payments and other actions relating to Junior Bonds secured by a letter of credit, any day upon which commercial banks in the city in which is located the office of the issuing bank at which demands for payment under the letter of credit are to be presented are authorized or obligated by law or executive order to be closed. , LA I-740354. V 10 v. V9 2 04/26/97 000170. • • • Costs of Issuance "Costs of Issuance" when used in this Fifth Supplemental Indenture means all items of expense directly or indirectly payable by or reimbursable to the Commission and related to the authorization, execution, sale and delivery of the Junior Bonds, including but not limited to advertising and printing costs, costs of preparation and reproduction of documents, filing and recording fees, travel expenses and costs relating to rating agency meetings and other meetings concerning the. Junior Bonds, initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, financial advisor fees and expenses, rating agency fees, fees and charges for preparation, execution, transportation and safekeeping of Junior Bonds, surety, insurance and credit enhancements costs, and any other cost, charge or fee in connection with the delivery of Junior Bonds. Fifth Supplemental Indenture "Fifth Supplemental Indenture" means this supplemental indenture, dated as of [ ], 1997, by and between the Trustee and the Commission, as originally executed or as it may from time to time be supplemented or amended by any Supplemental Indenture delivered pursuant to the provisions hereof. Final Junior Compounded Amount "Final Junior Compounded Amount" means the Junior Accreted Value of a Convertible Capital Appreciation Junior Bond on the Junior Conversion Date thereof. Government Obligations 'Government:: means those abltgatu n •-.• obligations gnatanterd :10* l den M�rg�:tio �f, of Junior Accreted Value "Junior Accreted Value" means, with respect to any Capital Appreciation Junior Bond, the Junior Initial Amount thereof plus the interest accrued thereon, compounded at the applicable interest rate thereon on each date specified therein, and with respect to any Convertible Capital Appreciation Junior Bond, the Junior Initial Amount thereof plus the interest accrued thereon up to and including the Junior Conversion Date thereof compounded at the applicable interest rate thereon on each date specified therein up to and including the Junior Conversion Date thereof. The Junior Accreted Value at any date shall be the amounts set forth in the Junior Accreted Value Table as of such date, if such date is a compounding date, and if not, as of the immediately preceding compounding date plus the amount of daily interest accrued from such preceding compounding date to the date of determination. LA1-740354.V10v. V9 3 04/26/97 04018D Junior Accreted Value Table "Junior Accreted Value Table" means the table denominated as such which appears as an exhibit hereto or to a Supplemental Indenture providing for a Series of Capital Appreciation Junior Bonds or Convertible Capital Appreciation Junior Bonds issued pursuant to such Supplemental Indenture. Junior Bonds: Capital Appreciation Junior Bonds: Convertible Capital Appreciation Junior Bonds: Current Interest Junior Bonds: Serial Junior Bonds: Term Junior Bonds "Junior Bonds" means the Riverside County Transportation Commission Junior Sales Tax Revenue Bonds (Limited Tax Bonds) authorized by, and at any time Outstanding pursuant to, this Fifth Supplemental Indenture. "Capital Appreciation Junior Bonds" means the Junior Bonds of any Series designated as Capital Appreciation Junior Bonds herein or in the Supplemental Indenture providing for the issuance of such Series and on which interest is compounded and paid at maturity or on prior redemption. "Convertible Capital Appreciation Junior Bonds" means the Junior Bonds of any Series designated as Convertible Capital Appreciation Junior Bonds herein or in the Supplemental Indenture providing for the issuance of such Series and on which interest is compounded through and including the last day prior to the Junior Conversion Date thereof (and which is not paid but is added to the Junior Initial Amount), and is paid at least semiannually thereafter. "Current Interest Junior Bonds" means the Junior Bonds of any Series designated as Current Interest Junior Bonds herein or in the Supplemental Indenture providing for the issuance of such Series of Junior Bonds and which pay interest at least semiannually to the Owners thereof excluding the first payment of interest thereon. "Serial Junior Bonds" means Junior Bonds, maturing in specified years, for which no Junior Mandatory Sinking Account Payments are provided. "Term Junior Bonds" means Junior Bonds payable at or before their specified maturity date or dates from Junior Mandatory Sinking Account Payments established for that purpose and calculated to retire such Junior Bonds on or before their specified maturity date or dates. Junior Bond Obligation "Junior Bond Obligation" means, as of any given date of calculation, (1) with respect to any Outstanding Current Interest Junior Bond, the principal amount of such Junior Bond, (2) with respect to any Outstanding Capital Appreciation Junior Bond, and any Convertible Capital Appreciation Junior Bond up to and including the Junior Conversion Date thereof, the Junior Accreted Value thereof, and (3) with respect LA1-740354.V10 v. V9 4 04r6/97 000181 to any Convertible Capital Appreciation Junior Bond after the Junior Conversion Date thereof, the Final Compounded Junior Amount thereof. Junior Bond Reserve Requirement "Junior Bond Reserve Requirement" means, with respect to a bond reserve account related to any Series of Junior Bonds Outstanding, the amount so specified by the Supplemental Indenture authorizing the issuance of such Series. For the purposes of the 1997 Series B Junior Bonds, "Junior Bond Reserve Requirement" means, as of any date of calculation, the least of (i) Maximum Annual Junior Debt Service on the 1997 Series B Junior Bonds, (ii) 10% of the outstanding principal amount of the 1997 Series B Junior Bonds and (iii) 125% of the Annual Junior Debt Service on the 1997 Series B Junior Bonds. For purposes of the foregoing definition, "principal amount" means the face amount of the 1997 Series B Junior Bonds; provided, however, if the aggregate net original issue discount exceeds two percent (2%) of the face amount of the 1997 Series B Junior Bonds, "principal amount" means the face amount of the 1997 Series B Junior Bonds less the aggregate net original issue discount. Junior Conversion Date "Junior Conversion Date" means the first date after which interest (x) with respect to a Convertible Capital Appreciation Junior Bond ceases to be compounded and added to the Junior Initial Amount thereof and (y) begins to be paid at least semi- annually from such date. Junior Event of Default "Junior Event of Default" when used in this Fifth Supplement means any of the events specified in Section 28.01. Junior Excluded Principal Payments "Junior Excluded Principal Payments" means each payment of principal (or the principal component of lease or installment purchase payments) of Junior Bonds or Junior Parity Debt which the Commission determines (in the Supplemental Indenture or other document delivered on a date not later than the date of issuance of such Junior Bonds or Junior Parity Debt) that the Commission intends to pay with moneys which are not Junior Revenues but from future debt obligations of the Commission and the Trustee may rely conclusively on such determination of the Commission. No such determination shall affect the security for such Junior Bonds or Junior Parity Debt or the obligation of the Commission to pay such payments from Junior Revenues or from the Subordinated Obligation Reserve Fund. L.AI-740354.VI0 v. V9 5 04/26/97 000182 Junior Initial Amount "Junior Initial Amount" means the amount stated as the initial amount of a Capital Appreciation Junior Bond or a Convertible Capital Appreciation Junior Bond on its original date of issuance. Junior Interest Fund "Junior Interest Fund" means the fund by that name established pursuant to Section 26.02. Junior Mandatory Sinking Account Payment "Junior Mandatory Sinking Account Payment" means, with respect to Junior Bonds of any Series and maturity, the amount required herein or by a Supplemental Indenture hereto to be deposited by the Commission in a Sinking Account for the payment of Term Junior Bonds of such Series and maturity. Junior Mandatory Sinking Account Payments "Junior Mandatory Sinking Account Payments" mean, with respect to Junior Bonds of any Series and maturity, the amount required by the Indenture or a Supplemental Indenture thereto to be deposited by the Commission in a Sinking Account for the payment of Term Junior Bonds of such Series and maturity. Junior Parity Debt "Junior Parity Debt" means any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money having an equal lien and charge upon the Junior Revenues and therefore payable on a parity with the Junior Bonds (whether or not any Junior Bonds are Outstanding). Junior Principal Fund "Junior Principal Fund" means the fund by that name established pursuant to Section 26.02. Junior Rebate Fund "Junior Rebate Fund" means that fund established under Section 27.08 of this Fifth Supplemental Indenture. r LAI-740354.V10 v. V9 lW/26/97 • • ID 000183 • • • Junior Rebate Instructions "Junior Rebate Instructions" means those calculations and directions required to be delivered to the Trustee by the Commission under the Nonarbitrage Certificate. Junior Rebate Requirement "Junior Rebate Requirement" means the Junior Rebate Requirement defined in the Nonarbitrage Certificate. Junior Redemption Fund "Junior Redemption Fund" means the fund by that name established pursuant to Section 26.06. Junior Redemption Price "Junior Redemption Price" means, with respect to any Junior Bond (or portion thereof), the principal amount, Junior Accreted Value or Final Junior Compounded Amount, as applicable, of such Junior Bond (or portion thereof) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Junior Bond and this Fifth Supplemental Indenture. Junior Revenues "Junior Revenues" means all Revenues of the Commission in any year and all interest, profits and other income received from the investment of such Revenues (other than amounts in the Rebate Fund) after the prior payment in such year of all amounts then required to be paid under Section 5.01 of the Indenture from Revenues for principal, premium, interest and reserve fund requirements for all Bonds and Parity Debt. Junior Revenues does not include grants from the state or federal governments or any agency or instrumentality thereof or any other funds or assets of the Commission except Sales Tax Revenues and earnings thereon; provided that the Commission by Supplemental Indenture may provide for additional revenues or assets of the Commission to be included in the definition of Junior Revenues hereunder. Maximum Annual Junior Debt Service "Maximum Annual Junior Debt Service" means, with respect to any, Series of Junior Bonds or Junior Parity Debt, the greatest amount of principal and interest becoming due and payable on such Junior Bonds or Junior Parity Debt in the Fiscal Year in which the calculation is made or any subsequent Fiscal Year; provided, however, that for the purposes of computing Maximum Annual Junior Debt Service: LAI-740354.V10 v. V9 04/_6/97 000184 (a) Junior Excluded Principal Payments with respect to such Series shall be excluded from such calculation and Assumed Junior Debt Service shall be included in such calculation; (b) if any outstanding Junior Bonds or Junior Parity Debt constitute Variable Rate Indebtedness, the interest rate on such Junior Bonds shall be assumed to be 110% of the greater of (i) the daily average interest rate on such Junior Bonds during the 12 months ending with the month preceding the date of calculation, or such shorter period that such Junior Bonds shall have been outstanding or (ii) the rate of interest on such Junior Bonds on the date of calculation; (c) if Junior Bonds proposed to be issued will be Variable Rate Indebtedness, then such Junior Bonds shall be assumed to bear interest at the rate quoted in The Bond Buyer 25 Revenue Bond Index for the last week of the month preceding the date of sale of such Additional Junior Bonds, as published in The Bond Buyer, or if that index is no longer published, another similar index selected by the Commission, or if the Commission fails to select a replacement index, an interest rate equal to 80% of the yield for outstanding United States Treasury bonds having an equivalent maturity as the Additional Junior Bonds proposed to be issued, or if there are no such Treasury bonds having equivalent maturities, 80% of the lowest prevailing prime rate of any of the five largest commercial banks in the United States ranked by assets; (d) principal and interest payments on such Junior Bonds or Junior Parity Debt shall be excluded to the extent such payments are to be paid from amounts on deposit with the Trustee or other fiduciary in escrow specifically therefor and to the extent that such interest payments are to be paid from the proceeds of Junior Bonds or Junior Parity Debt held by the Trustee or other fiduciary as capitalized interest specifically to pay such interest by the Trustee or . other fiduciary; (e) in determining the principal amount due in each Fiscal Year, payment shall (unless a different subsection of this definition applies for purposes of determining principal maturities or amortization) be assumed to be made in accordance with any amortization schedule established for such debt, including any Junior Mandatory Sinking Account Payments or any scheduled redemption payment of Junior Bonds on the basis of Junior Accreted Value, and for such purpose, the redemption payment or payment of Junior Accreted Value shall be deemed a principal payment and interest that is compounded and paid as Junior Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciation Junior Bond; and (f) if any Junior Bonds feature an option on the part of the Bondowners or an obligation under the terms of such Junior Bonds to tender all or a portion of such Junior Bonds to the Commission, the Trustee or other LAI.740354.M v. V9 8 04/26/97 gr- 000185 • • fiduciary or agent, and require that such Junior Bonds or portion thereof be purchased if properly presented, then for purposes of determining the amounts of principal and interest due in any Fiscal Year on such Junior Bonds, the options or obligations of the Owners of such Junior Bonds to tender the same for purchase or payment prior to their stated maturity or maturities shall be treated as a principal maturity occurring on the first date on which Owners of such Junior Bonds may or are required to tender such Junior Bonds, except that any such option or obligation to tender Junior Bonds shall be ignored and not treated as a principal maturity if (1) such Junior Bonds are rated in one of the two highest long-term Rating Categories by Moody's and by Standard & Poor's or such Junior Bonds are rated in the highest short-term note or commercial paper Rating Categories by Moody's and by Standard & Poor's and (2) funds for the purchase price of such Junior Bonds are to be provided by a letter of credit or standby bond purchase agreement and the obligation of the Commission with respect to the provider of such letter of credit or standby bond purchase agreement, other than its obligations on such Junior Bonds, shall be subordinated to the obligation of the Commission on the Junior Bonds or, if not subordinate, shall be incurred (assuming such immediate tender) under the conditions and meeting the tests for the issuance of Junior Parity Debt set forth herein. [1997 Series B Insurance Policy "1997 Series B Insurance Policy" means the municipal bond new issue insurance policy issued by the 1997 Series B Insurer in respect of the 1997 Series B Junior Bonds.] [1997 Series B Insurer company.] "1997 Series B Insurer" means [Name of Insurer], a [State] stock insurance 1997 Series B Junior Bonds Reserve Account [1997 Series B Reserve Policy "1997 Series B Reserve Policy" means the municipal bond debt service reserve policy issued by the 1997 Series B Insurer in respect of the 1997 Series B Junior Bonds Reserve Account.] 1997 Series B Sinking Account L.AI-740354.V10 v. V9 Need to include definitions. 04/26/97 �111.0'000180 Nonarbitrage Certificate "Nonarbitrage Certificate" when used in this Fifth Supplemental Indenture means the Nonarbitrage Certificate delivered by the Commission at the time of the issuance and delivery of any Series of Junior Bonds, as the same may be amended or supplemented in accordance with its terms. Opinion of Bond Counsel "Opinion of Bond Counsel" when used in this Fifth Supplemental Indenture means a written opinion of a law firm of recognized national standing in the field of public finance selected by the Commission. Outstanding "Outstanding," when used as of any particular time with reference to Junior Bonds, means (subject to the provisions of Section 32.09) all Junior Bonds theretofore, or thereupon being, authenticated and delivered by the Trustee under this Fifth Supplemental Indenture except (1) Junior Bonds theretofore cancelled by the Trustee or surrendered to the Trustee for cancellation; (2) Junior Bonds with respect to which all liability of the Commission shall have been discharged in accordance with Section 31.02, including Junior Bonds (or portions of Junior Bonds) referred to in Section 32.10; and (3) Junior Bonds for the transfer or exchange of or in lieu of or in substitution for which other Junior Bonds shall have been authenticated and delivered by the Trustee pursuant to this Fifth Supplemental Indenture. Owner or Bondholder or Bondowner "Owner" or 'Bondholder" or "Bondowner," whenever used herein with respect to a Junior Bond, means the person in whose name such Junior Bond is registered. Proiect "Project" when used with respect to the Junior Bonds means transportation facility and service improvements within the County of Riverside included within or consistent with the Ordinance, as amended, supplemented or otherwise modified from time to time, including the construction, acquisition, maintenance and operation of streets, roads, highways (including state highways and public transit systems) and related improvements and repayment of any indebtedness incurred for such purposes and, the payment of all costs incidental to or connected with the accomplishment of such purposes, including, without limitation, engineering, inspection, legal, fiscal agent, financial consultant and other fees, bond and other reserve funds, working capital, Junior Bond interest and expenses for all proceedings for the authorization, issuance and sale of Junior Bonds. LAI-740354.V(0v. V9 10 04/26/97 r • 001 , • Project Fund "Project Fund" when used in this Fifth Supplemental Indenture means any one of the funds of that name established by a Supplemental Indenture to hold the proceeds of a Series of Junior Bonds or a portion thereof prior to expenditure on the Project. Proportionate Basis "Proportionate Basis," when used with respect to the redemption of Junior Bonds, means that the amount of Junior Bonds of each maturity to be redeemed shall be determined, as nearly as the Commission shall determine to be practicable, by multiplying the total amount of funds available for redemption by the ratio which the amount of Junior Bond Obligation of Junior Bonds of such maturity bears to the amount of all Junior Bond Obligation of Junior Bonds to be redeemed, provided that if the amount available for redemption of Junior Bonds of any maturity is insufficient to redeem a multiple of $5,000 principal amount or Junior Accreted Value payable at maturity, such amount shall be applied to the redemption of the highest possible integral multiple (if any) of $5,000 principal amount or Junior Accreted Value payable at maturity. For purposes of the foregoing, Term Junior Bonds shall be deemed to mature in the years and in the amounts of the Junior Mandatory Sinking Account Payments, and Capital Appreciation Junior Bonds, Convertible Capital Appreciation Junior Bonds and Current Interest Junior Bonds maturing or subject to Junior Mandatory Sinking Account Payments in the same year shall be treated as separate maturities. When used with respect to the payment or purchase of Junior Bonds, "Proportionate Basis" shall have the same meaning set forth above except that "pay" or "purchase" shall be substituted for "redeem" or "redemption" and "paid" or "purchased" shall be substituted for "redeemed." Series "Series," whenever used herein with respect to Junior Bonds, means all of the Junior Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other provisions, and any Junior Bonds thereafter authenticated and delivered upon transfer or exchange or in lieu of or in substitution for (but not to refund) such Junior Bonds as herein provided. Sinking Accounts "Sinking Accounts," whenever used herein with respect to Junior Bonds, means the accounts in the Junior Principal Fund so designated and established pursuant to Section 26.04 for the payment of Term Junior Bonds. LA1-740354. V 10 v. V9 11 04/26/97 0O'0188 ARTICLE XXIII THE JUNIOR BONDS SECTION 23.01. Authorization of Junior Bonds. Junior Bonds may be issued hereunder, in book -entry form or otherwise, from time to time as the issuance thereof is approved by the Commission. The maximum principal amount of Junior Bonds which may be issued hereunder is limited by the Law and the right of the Commission, which is hereby reserved, to limit the aggregate principal amount of Junior Bonds which may be issued or outstanding hereunder. The Junior Bonds are designated generally as "Riverside County Transportation Commission Junior Sales Tax Revenue Bonds (Limited Tax Bonds)"; each Series thereof to bear such additional designation as may be necessary or appropriate to distinguish such Series from every other Series of Junior Bonds. The Junior Bonds may be issued in such Series as from time to time shall be established and authorized by the Commission, subject to the covenants, provisions and conditions herein contained. SECTION 23.02. Terms of the Junior Bonds. The Junior Bonds of each Series shall bear interest, if any, at such rate or rates or determined in such manner and payable at such intervals as may be determined by the Commission at the time of issuance thereof pursuant to this Fifth Supplemental Indenture or to the Supplemental Indenture under which such Junior Bonds are issued, not to exceed the maximum rate of interest permitted by law, and shall mature and become payable on such date or dates and in such year or years as the Commission may determine herein or by the Supplemental Indenture creating such Series, provided that no Junior Bonds shall mature after the Tax Expiration Date. Principal of and interest on such Junior Bonds shall be payable in such manner as may be specified herein or in the Supplemental Indenture creating such Series. The Junior Bonds of any Series may be issued in such denominations as may be authorized herein or by the Supplemental. Indenture creating such Series in fully registered form without coupons or in fully registered book -entry form or, for a Series maturing in one year or less, bearer form. SECTION 23.03. Form of Junior Bonds. The Junior Bonds of any Series shall be in such form or forms as may be specified herein or in the Supplemental Indenture creating such Series. SECTION 23.04. Execution of Junior Bonds. The Junior Bonds shall be executed in the name and on behalf of the Commission with the facsimile or manual signature of the Chairman of the Commission, under seal attested by the facsimile or manual signature of the Executive Director of the. Commission. Such seal may be in the form of a facsimile of the Commission's seal and may be reproduced, imprinted or impressed on the Junior Bonds. Unless otherwise provided in any Supplemental Indenture, the Junior Bonds shall then be delivered to the Trustee for authentication by it. In case any of the officers who shall have signed or attested any of the Junior Bonds L.AI-740354.V10v. V9 12 04/26/97 • • shall cease to be such officer or officers of the Commission before the Junior Bonds so signed or attested shall have been authenticated or delivered by the Trustee or issued by the Commission, such Junior Bonds may nevertheless be authenticated, delivered and issued and, upon such authentication, delivery and issue, shall be as binding upon the Commission as though those who signed and attested the same had continued to be such officers of the Commission, and also any Junior Bond may be signed and attested on behalf of the Commission by such persons who, at the actual date of execution of such Junior Bond, are the proper officers of the Commission although at the nominal date of such Junior Bond any such person shall not have been such officer of the Commission. Except as may be provided in any Supplemental Indenture, only such of the Junior Bonds as shall bear thereon a certificate of authentication substantially in the form recited in the Supplemental Indenture creating such Series, manually executed by the Trustee, shall be valid or obligatory for any purpose or entitled to the benefits of the Indenture and this Fifth Supplemental Indenture, and such certificate of authentication when manually executed by the Trustee shall be conclusive evidence that the Junior Bonds so authenticated have been duly executed, authenticated and delivered hereunder and are entitled to the benefits of the Indenture and this Fifth Supplemental Indenture. SECTION 23.05. Transfer of Junior Bonds. Any Junior Bond may, in accordance .with its terms, be transferred, upon the register required to be kept pursuant to the provisions of Section 23.07, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of such Junior Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Trustee. Whenever any Junior Bond or Junior Bonds shall be surrendered for transfer, the Commission shall execute and the Trustee shall authenticate and deliver a new Junior Bond or Junior Bonds, of the same Series, tenor, maturity and interest rate and for a like aggregate principal amount; provided that no registration or transfer may . occur during the period established by the Trustee for selection of Junior Bonds for redemption, or of any Junior Bond or portion of a Junior Bond so'selected for redemption. The Trustee shall require the Bondholder requesting such transfer to pay any tax or other' governmental charge required to be paid with respect to such transfer. SECTION 23.06. Exchange of Junior Bonds. Junior Bonds may be exchanged at the Corporate Trust Office of the Trustee for a like aggregate principal amount of -Junior Bonds of other authorized denominations of the same Series, tenor, maturity and interest rate; provided that, unless otherwise provided in any Supplemental Indenture, no exchange may occur during the period established by the Trustee for Selection of Junior Bonds for redemption, or of any Bond or portion of a Bond sic: - selected for redemption. The Trustee shall require the Bondholder requesting such exchange to pay any tax or other governmental charge required to be paid with respect to such exchange. LA1-740354.V10 v. V9 13 (14/26/97 000190 SECTION 23.07. Bond Register. The Trustee will keep or cause to be kept at its Corporate Trust Office sufficient books for the registration and transfer of the Junior Bonds, which shall at all times be open to inspection during normal business hours by the Commission upon reasonable prior notice; and, upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it may prescribe, register or transfer or cause to be registered or transferred, on such books, Junior Bonds as provided above. SECTION 23.08. Temporary Junior Bonds. The Junior Bonds may be issued in temporary form exchangeable for definitive Junior Bonds when ready for delivery. Any temporary Junior Bond may be printed, lithographed or typewritten, shall be of such denomination as may be determined by the Commission, shall be in registered form and may contain such reference to any of the provisions of this Fifth Supplemental Indenture as may be appropriate. A temporary Junior Bond may be in the form of a single Junior Bond payable in installments, each on the date, in the amount and at the rate of interest established for the Junior Bonds maturing on such date. Every temporary Junior Bond shall be executed by the Commission and authenticated by the Trustee upon the same conditions and in substantially the same manner as the definitive Junior Bonds. If the Commission issues temporary Junior Bonds it will execute and deliver definitive Junior Bonds as promptly thereafter as practicable, and thereupon the temporary Junior Bonds may be surrendered, for cancellation, in exchange therefor at the Corporate Trust Office of the Trustee and the Trustee shall authenticate and deliver in exchange for such temporary Junior Bonds an equal aggregate principal amount of definitive Junior Bonds of authorized denominations of the same Series, tenor and maturity or maturities. Until so exchanged, the temporary Junior Bonds shall be entitled to the same benefits under this Fifth Supplemental Indenture as definitive Junior Bonds authenticated and delivered hereunder. SECTION 23.09. Junior Bonds Mutilated. Lost. Destroyed or Stolen. If any Junior Bond shall become mutilated, the Commission, at the expense of the Owner of said Junior Bond, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Junior Bond of like Series, tenor, maturity and interest rate in exchange and substitution for the Junior Bond so mutilated, but only upon surrender to the Trustee of the Junior Bond so mutilated. Every mutilated Junior Bond so surrendered to the Trustee shall be cancelled by it and destroyed. If any Junior Bond shall be lost, destroyed or stolen, evidence of such loss, destruction or theft may be submitted to the Commission and the Trustee and, if such evidence be satisfactory to both and indemnity satisfactory to them shall be given, the Commission, at the expense of the Owner, shall execute, and the Trustee shall thereupon authenticate and deliver, a new Junior Bond of like Series, tenor, maturity and interest rate in lieu of and in substitution for the Junior Bond so lost, destroyed or stolen (or if any such Junior Bond shall have matured or shall have been called for redemption, instead of issuing a substitute Junior Bond, the Trustee may pay the same without surrender thereof upon receipt of the aforementioned indemnity). The Commission may require payment of a sum not exceeding the actual cost of preparing each new Junior Bond issued under this Section and of the expenses which may be incurred by the Commission and the Trustee in the premises. Any Junior LAI-740334.V10 v. V9 14 0 /26/97 • • • 00 t 9 1 • • Bond issued under the provisions of this Section in lieu of any Junior Bond alleged to be lost, destroyed or stolen shall constitute an original additional contractual obligation on the part of the Commission whether or not the Junior Bond so alleged to be lost, destroyed or stolen be at any time enforceable by anyone, and shall be entitled to the benefits of this Fifth Supplemental Indenture with all other Junior Bonds secured by this Fifth Supplemental Indenture. Neither the Commission nor the Trustee shall be required to treat both the original Junior Bond and any replacement Junior Bond as being Outstanding for the purpose of determining the principal amount of Junior Bonds which may be issued hereunder or for the purpose of determining any percentage of Junior Bonds Outstanding hereunder, but both the original and replacement Junior Bond shall be treated as one and the same. ARTICLE XXIV ISSUANCE OF JUNIOR BONDS SECTION 24.01. Issuance of Junior Bonds. The Commission may hereby or by Supplemental Indenture establish one or more Series of Junior Bonds, payable from Junior Revenues and secured by the pledge made under this Fifth Supplemental Indenture, and the Commission may issue, and the Trustee may authenticate and deliver to the purchasers thereof, Junior Bonds of any Series so established, in such principal amount as shall be determined by the Commission, but only, with respect to each additional Series of Junior Bonds issued after the first Series of Junior Bonds issued hereunder, upon compliance by the Commission with the provisions of Section 24.02 and any additional requirements set forth in said Supplemental Indenture and subject to the following specific conditions, which are hereby made conditions precedent to the issuance of any such additional Series of Junior Bonds: (a) No Junior Event of Default shall have occurred and then be continuing. . (b) Subject to the provisions of Section 26.05, the Supplemental Indenture providing for the issuance of such Series shall require that the Subordinated Obligation Reserve Fund, forthwith upon the receipt of the proceeds of the sale of Junior Bonds of such Series, be increased by the addition of a bond reserve account within the Subordinated Obligation Reserve Fund which is funded in an amount at least equal to the Junior Bond Reserve Requirement with respect to the Junior Bonds of such Series. Said deposit may be made from the proceeds of the sale of Junior Bonds of such Series or from other funds of the Commission or from both such sources or in the form of a letter of credit or surety bond or insurance policy as described in Section 26.05, as provided in such Supplemental Indenture. (c) The aggregate principal amount of Junior Bonds and Bonds Outstanding hereunder shall not exceed any limitation imposed by law or by any LAI-740354.V10 v. V9 15 04/26/97 s. AGO • 00010 Supplemental Indenture or by Section 240308(b) of the Public Utilities Code of the State as evidenced by a Certificate of the Commission filed with the Trustee. (d) The Commission shall have obtained and placed on file with the Trustee the report of a nationally recognized and qualified independent firm of certified public accountants, certifying that the amount of Revenues received for any period of twelve (12) consecutive months during the eighteen (18) months immediately preceding the date on which such additional Series of Junior Bonds will become Outstanding shall have been at least equal to [1.0] times (i) the amount of Maximum Annual Debt Service on all Series of Bonds and Parity Debt then outstanding plus (ii) the amount of Maximum Annual Junior Debt Service on all Series of Junior Bonds and Junior Parity Debt then Outstanding and the additional Series of Junior Bonds then proposed to be issued. In the event additional assets or revenues are included within the definition of 'Revenues" or "Junior Revenues" by a Supplemental Indenture, such additional assets or revenues shall be included in the calculations in subsection (d) above as if such additional assets or revenues had always been included in Revenues or Junior Revenues. Nothing in this Section or in this Fifth Supplemental Indenture contained shall prevent or be construed to prevent the Supplemental Indenture providing for the issuance of an additional Series of Junior Bonds from pledging or otherwise providing, in addition to the security given or intended to be given by this Fifth Supplemental Indenture, additional security for the benefit of such additional Series of Junior Bonds or any portion thereof. SECTION 24.02. Proceedings for Issuance of Additional Series of Junior Bonds. Whenever the Commission shall determine to issue a Series of Junior Bonds pursuant to Section 24.01, the Commission shall authorize the execution of a Supplemental Indenture specifying the principal amount, and prescribing the forms of Junior Bonds of such additional Series and providing the terms, conditions, priority, distinctive designation, denominations, date, maturity date or dates, provided that no Junior Bonds shall mature after the Tax Expiration Date, interest rate or rates (or the manner of determining the same), redemption provisions andplace or places of payment of principal or Junior Redemption Price, if any, of and interest on such Junior Bonds, and any other provisions respecting the Junior Bonds of such Series not inconsistent with the terms. of this Fifth Supplemental Indenture. Before such additional Series of Junior Bonds shall be issued and delivered, the Commission shall file the following documents with the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Junior Bonds have been satisfied): Series. LA 1-740354. V 10 v. V9 (a) An executed copy of the Supplemental Indenture authorizing such 16 04/26/97 • • 0001.93 • • (b) A Certificate of the Commission stating that no Junior Event of Default has occurred and is then continuing. (c) An Opinion of Bond Counsel to the effect that the execution of the Supplemental Indenture has been duly authorized by the Commission in accordance with this Fifth Supplemental Indenture; that such Series, when duly executed by the Commission and authenticated and delivered by the Trustee, will be valid and binding limited obligations of the Commission; and that upon the delivery of such Series the aggregate principal amount of Junior Bonds then Outstanding will not exceed the amount permitted by law or by this Fifth Supplemental Indenture. (d) A Certificate of an independent certified public accountant certifying (on the basis of calculations as of the date of sale of such Series of Junior Bonds) that the requirement of Section 24.01(d) is satisfied. (e) A Certificate of the Commission stating that the requirement of Section 24.01(b) has been satisfied. (f) A Certificate of the Commission or of an independent certified public accountant that upon delivery of such Junior Bonds, the aggregate principal amount of Bonds and Junior Bonds then Outstanding will not exceed the amount permitted by Law or Section 240308(b) of the Public Utilities Code of the State. (g) A Certificate of the Commission, if appropriate, designating any Junior Excluded Principal Payments. SECTION 24.03. Issuance of Refunding Junior Bonds. (A) Refunding Junior Bonds may be authorized and issued by the Commission without compliance with the provisions of Sections 24.01 or 24.02; provided that Maximum Annual Junior Debt Service on all Junior Bonds and Junior Parity Debt Outstanding following the issuance of such refunding Junior Bonds is less than or equal to Maximum Annual Junior Debt Service on all Junior Bonds and Junior Parity Debt Outstanding prior to the issuance of such refunding Junior Bonds. Such refunding Junior Bonds may be issued in an aggregate principal amount sufficient (together with any additional funds available or to become available) to provide funds for the payment of any or all of the following: (1) The principal or Junior Redemption Price of the Outstanding Junior Bonds or Junior Parity Debt to be refunded. (2) All expenses incident to the calling, retiring or paying of such Outstanding Junior Bonds or Junior Parity Debt and the Costs of Issuance of such refunding Junior Bonds. LA I -7441354. V 10 v. V9 17 04/26497 000194 (3) Interest on all Outstanding Junior Bonds or Junior Parity Debt to be refunded to the date such Junior Bonds or Junior Parity Debt will be called for redemption or paid at maturity. (4) Interest on the refunding Junior Bonds from the date thereof to the date of payment or redemption of the Junior Bonds or Junior Parity Debt to be refunded. (B) Before such additional Series of refunding Junior Bonds shall be issued and delivered, the Commission shall file the following documents with the Trustee (upon which documents the Trustee may conclusively rely in determining whether the conditions precedent to the issuance of such Series of Junior Bonds have been satisfied): Series. (1) An executed copy of the Supplemental Indenture authorizing such (2) An Opinion of Bond Counsel to the effect that the execution of the Supplemental Indenture has been duly authorized by the Commission in accordance with the Indenture; that such Series, when duly executed by the Commission and authenticated and delivered by the Trustee, will be valid and binding limited obligations of the Commission; and that upon the delivery of such Series the aggregate principal amount of Junior Bonds then Outstanding will not exceed the amount permitted by law or by this Fifth Supplemental Indenture. (3) If any of the Junior Bonds to be refunded are to be redeemed prior to their stated maturity dates, irrevocable instructions to the Trustee to give the applicable notice of redemption or a waiver of the notice of redemption signed by the Owners of all or the portion of the Junior Bonds or Junior Parity Debt to be redeemed, or proof that such notice has been given by the Commission; provided, however, that in lieu of such instructions or waiver or proof of notice of redemption, the Commission may cause to be deposited with the Trustee all of the Junior Bonds and Junior Parity Debt proposed to be redeemed (whether cancelled or uncancelled) with irrevocable instructions to the Trustee to cancel said Junior Bonds or Junior Parity Debt so to be redeemed upon the exchange and delivery of said refunding Junior Bonds; and provided further that no provision of this Fifth Supplemental Indenture shall be construed to require the redemption of Junior Bonds prior to their respective maturity dates in connection with the refunding thereof. (4) A Certificate of an independent certified public accountant certifying (on the basis of calculations as of the date of sale of such Series of refunding Junior Bonds) that Maximum Annual Junior Debt Service on all Junior Bonds and Junior Parity Debt Outstanding following the issuance of such Series of refunding Junior Bonds is less than or equal to Maximum Annual Junior Debt Service on all Junior Bonds and Junior Parity Debt Outstanding prior to the issuance of the Series of refunding Junior Bonds. LAI-740354.M v. V9 18 04/26/97 • • • i 000195 • (C) The proceeds of the sale of the refunding Junior Bonds shall be applied by the Trustee according to the written direction of the Commission to the retirement of the outstanding Junior Bonds or Junior Parity Debt for the refunding of which said refunding Junior Bonds are to be issued. All Junior Bonds or Junior Parity Debt purchased, redeemed or retired by use of funds received from the sale of refunding Junior Bonds, and all Junior Bonds surrendered to the Trustee against the issuance of refunding Junior Bonds, shall be forthwith cancelled and shall not be reissued. SECTION 24.04. Application of Proceeds. Proceeds of each Series of Junior Bonds shall be applied as specified in the Supplemental Indenture pursuant to which such Series of Junior Bonds is created. SECTION 24.05. Limitations on the Issuance of Obligations Payable from Junior Revenues. The Commission will not, so long as any of the Junior Bonds are Outstanding, issue any obligations, howsoever denominated, payable in whole or in part from Junior Revenues except the following: (a) Junior Bonds of any Series authorized pursuant to Sections 24.01 and 24.02. (b) Refunding Junior Bonds authorized pursuant to Section 24.03. (c) Junior Parity Debt payable on a parity with the Junior Bonds and which will have, when issued, an equal lien and charge upon Junior Revenues, provided that the following conditions to the issuance of such Junior Parity Debt are satisfied:. LA 1-740354. V 10 v. V9 (1) Such Junior Parity Debt has been duly and legally authorized for any lawful purpose; (2) No Junior Event of Default shall have occurred and then be continuing, as evidenced in a Certificate of the Commission filed with the Trustee; (3) Unless such Junior Parity Debt is for the refunding purposes specified in Section 24.03, the Commission shall have obtained and placed on file with the Trustee the report, upon which the Trustee may conclusively rely, of a nationally recognized and qualified independent certified public accountant certifying (on the basis of calculations as 'of the date of delivery of such Junior Parity Debt) that the requirements of Section 24.01(d) with respect to additional Junior Bonds have been met with respect to such Junior Parity Debt; (4) The Commission shall have filed with the Trustee an Opinion of Bond Counsel to the effect that such Junior Parity Debt has been duly authorized in accordance with law; and 19 04/26/97 000190 (5) The Trustee shall be designated as paying agent or trustee for such Junior Parity Debt and the Commission shall deliver to the Trustee a transcript of the proceedings providing for the issuance of such Junior Parity Debt (but the Trustee shall not be responsible for the validity or sufficiency of such proceedings or such Junior Parity Debt). ARTICLE XXV REDEMPTION OF JUNIOR BONDS SECTION 25.01. Terms of Redemption. Each Series of Junior Bonds may be made subject to redemption or mandatory or optional tender and purchase prior to their respective stated maturities, as a whole or in part, at such time or times, upon such terms and conditions and upon such notice and with such effect as may be provided in the Supplemental Indenture creating such Series of Junior Bonds. Unless otherwise specified in a Supplemental Indenture, each notice of redemption shall be mailed by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the redemption date, to each Owner, the Securities Depositories and two or more Information Services. Notice of redemption to the Securities Depositories shall be given by certified, registered or overnight mail or by such other method as may be requested by the Securities Depositories. Each notice of redemption shall state the date of such notice, the date of issue of the Junior Bonds to which such notice relates, the redemption date, the Junior Redemption Price, the place or places of redemption (including the name and appropriate address or addresses of the Trustee), the CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity, the distinctive certificate numbers of the Junior Bonds of such maturity to be redeemed and, in the case of Junior Bonds to be redeemed in part only, the respective portions of the principal amount thereof to be redeemed. Each such notice shall also state that on said date there will become due and payable on each of said Junior Bonds the Junior Redemption Price thereof or of said specified portion of the principal amount thereof in the case of a Junior Bond to be redeemed in part only, together with interest accrued thereon to the date fixed for redemption, and that from and after such redemption date interest thereon shall cease to accrue, and shall require that such Junior Bonds be then surrendered at the address or addresses of the Trustee specified in the redemption notice. Neither the Commission nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Junior Bond or in any redemptipn notice with respect thereto, and any such redemption notice may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for„ convenience of reference and that neither the Commission nor the Trustee shall be liable for any inaccuracy in such numbers. Failure by the Trustee to give notice to any one or more of the Information Services or Securities Depositories or failure of any Owner to receive notice LA1.740354. V 10 v. V9 20 04/26/97 • 000197 • • • or any defect in any such notice shall not affect the sufficiency of the proceedings for redemption. ARTICLE XXVI JUNIOR REVENUES SECTION 26.01. Pledge of Junior Revenues: Subordinated Obligation Fund. (A) The Junior Bonds are limited obligations of the Commission and are payable as to both principal and interest, and any premium upon redemption thereof, exclusively from the Junior Revenues and other funds pledged hereunder. All Junior Revenues are hereby pledged to secure the payment of the principal of, redemption premium, if any, and interest on the Junior Bonds and any Junior Parity Debt in accordance with their terms, subject only to the provisions of the Indenture permitting the application thereof for the purposes and on the terms and conditions set forth therein and herein. There are hereby pledged to secure the payment of the principal of, redemption premium, if any, and interest on the Junior Bonds in accordance with their terms all amounts (including proceeds of the Junior Bonds) held by the Trustee hereunder (except for amounts already pledged, pursuant to Section 5.01 and Section 5.02 of the Indenture, to secure the payment of the principal of, redemption premium, if any, and interest on the Bonds and any Parity Debt in accordance with their terms), subject only to the provisions of the Indenture and this Fifth Supplemental Indenture permitting the application thereof for the purposes and on the terms and conditions set forth herein. Said pledge shall constitute a first lien on the Junior Revenues and amounts in such funds and shall be valid and binding from and after delivery by the Trustee of the Junior Bonds or Junior Parity Debt, without any physical delivery thereof or further act. Said lien is subordinated and junior in interest to the first lien on the Revenues created under Section 5.01 of the Indenture. Nothing in this Fifth Supplemental Indenture is intended to create a priority lien on the Revenues which have already been pledged to secure the payment of the principal of, redemption premium, if any, and interest on the Bonds. The Junior Revenues are hereby pledged to the payment of Junior Bonds and Junior Parity Debt without priority or distinction of one over the other and the Junior Revenues constitute a trust fund for the security and payment of the Junior Bonds and Junior Parity Debt; but nevertheless out of Junior Revenues certain amounts may be applied for other purposes as provided herein. Out of Junior Revenues there shall be applied as hereinafter set forth all sums required for the payment of the principal of (including any premium thereon) and interest on the Junior Bonds and all Junior Parity Debt, together with any sinking fund payments of Junior Bonds and Junior Parity Debt and reserve fund requirements with respect thereto. All remaining Junior Revenues, after making the foregoing allocation, shall be available to the Commission for all lawful Commission purposes. The pledge of Junior Revenues herein made shall be irrevocable until all of the Junior Bonds and all Junior Parity Debt are no longer Outstanding. LA1-740354. V 10 v. V9 21 lb/26/97 000198 (B) The Junior Revenues shall be received and held in trust by the Trustee for the benefit of the Owners of the Junior Bonds and the Junior Parity Debt and shall be disbursed, allocated and applied solely for the uses and purposes set forth in Section 26.02. As long as any Junior Bonds are Outstanding or any Junior Parity Debt remains unpaid, the Commission shall cause Sales Tax Revenues to be transmitted by the State Board of Equalization directly to the Trustee in accordance with the Indenture. The Trustee shall forthwith deposit all Revenues received by it in the Revenue Fund under the Indenture and apply such Revenues as required under Section 5.02(A)(1) through (4) of the Indenture. Therefore, the Trustee shall forthwith deposit in the Subordinated Obligation Fund all Junior Revenues. The Trustee shall also deposit in the Subordinated Obligation Fund all excess amounts transferred from the Subordinated Obligation Reserve Fund in accordance with Section 26.05(c). All moneys at any time held in the Subordinated Obligation Fund shall be held in trust for the benefit of the Owners of the Junior Bonds and Junior Parity Debt and shall be disbursed, allocated and applied solely for the uses and purposes set forth in Section 26.02. SECTION 26.02. Allocation of Sales Tax Revenues. (A) So long as any Junior Bonds are Outstanding, the Trustee shall set aside in each month available moneys in the Subordinated Obligation Fund in the following respective funds (each of which, except for the Junior Rebate Fund, the Trustee shall establish, maintain and hold in trust for the benefit of the Owners of the Junior Bonds) in the following amounts, in the following order of priority, the requirements of each such fund (including the making up of any deficiencies in any such fund resulting from lack of Junior Revenues sufficient to make any earlier required deposit) at the time of deposit to be satisfied before any deposit is made to any fund subsequent in priority; provided that on a parity with such deposits the Trustee may set aside or transfer amounts with respect to outstanding Junior Parity Debt as provided in the transcript of proceedings for such Junior Parity Debt delivered to the Trustee pursuant to Subsection 24.05(c)(5) hereof (which shall be proportionate in the event such amounts are insufficient to provide for all deposits required as of any date to be made with respect to the Junior Bonds and such Junior Parity Debt): (1) Junior Interest Fund. The Trustee shall deposit in the Junior Interest Fund as soon as practicable in each month an amount equal to (a) one - sixth (1/6) of the aggregate amount of interest becoming due and payable on the Outstanding Current Interest Junior Bonds and Outstanding Convertible Capital Appreciation Junior Bonds after the Junior Conversion Date thereof (except for Junior Bonds constituting Variable Rate Indebtedness) during the next ensuing six (6) months (excluding any interest for which there are moneys deposited in the Junior Interest Fund from the proceeds of any Series of Junior Bonds or other sources and reserved as capitalized or accrued interest to pay such interest during said next ensuing six (6) months), until the requisite amount of interest on all such Outstanding Current Interest Junior Bonds and Outstanding Convertible Capital Appreciation Junior Bonds (except for Junior Bonds constituting Variable Rate Indebtedness) is on deposit in such fund; provided that from the date of delivery of a Series of Current Interest Junior Bonds until the first interest payment date LA1-740354. V 10 v. V9 22 04/26/97 • • • 000199 with respect to such Series the amounts so paid with respect to such Series shall be sufficient on a monthly pro rata basis to pay the aggregate amount of interest becoming due and payable on said interest payment date with respect to such Series, plus (b) the aggregate amount of interest, calculated at a rate per annum equal to the greater of (i) the rate calculated pursuant to clause (b) of the definition of Maximum Annual Junior Debt Service or (ii) the maximum rate contemplated by a letter of credit, time of credit or other credit or liquidity support agreement entered into in connection with such Outstanding Variable Rate Indebtedness, if the actual rate of interest is not known, to accrue during that month on the Outstanding Variable Rate Indebtedness (provided, however, that the amount of such deposit into the Junior Interest Fund for any month may be reduced by the amount by which the deposit in the prior month exceeded the actual amount of interest accrued during that month on said Outstanding Variable Rate Indebtedness and further provided that the amount of such deposit into the Junior Interest Fund for any month shall be increased by the amount by which the deposit in the prior month was less than the actual amount of interest accruing during that month on said Outstanding Variable Rate Indebtedness). No deposit need be made into the Junior Interest Fund if the amount contained therein is at least equal to the interest to become due and payable on the next succeeding interest payment date upon all of the Junior Bonds issued hereunder and then Outstanding. (2) Junior Principal Fund; Sinking Accounts. The Trustee shall deposit in the Junior Principal Fund as soon as practicable in each month an amount equal to at least (a) one -twelfth (1/12) of the aggregate yearly amount of Junior Bond Obligation becoming due and payable on the Outstanding Serial Junior Bonds of all Series having annual maturity dates within the next twelve (12) months, plus (b) one -twelfth (1/12) of the aggregate of the Junior Mandatory Sinking Account Payments to be paid during the next twelve-month period into the respective Sinking Accounts for the Term Junior Bonds of all Series for which Sinking Accounts shall have been created and for which annual mandatory redemption is required from such Sinking Accounts; provided that if the Commission certifies to the Trustee that there are sufficient monies set aside in escrow irrevocably dedicated to the payment of principal payments, no amounts need be set aside towards such principal payments to such extent. All of the aforesaid Junior Mandatory Sinking Account Payments shall be made without priority of any payment into any one such Sinking Account over any other such payment. In the event that the Junior Revenues shall not be sufficient to make the required deposits so that moneys in the Junior Principal Fund on any principal or mandatory redemption date are equal to the amount of Junior Bond Obligation to become due and payable on the Outstanding Serial Junior Bonds of all Series plus the Junior Bond Obligation amount of and redemption premium on the Outstanding Term Junior Bonds required to be redeemed or paid at maturity on such date, then such moneys shall be applied on a Proportionate Basis and in such proportion as said Series Junior Bonds and said Term Junior Bonds shall bear to each other, after first deducting for such purposes from said Term Junior Bonds LAI.740334.V(0 v. V9 23 04/26/97 r 000200 any of said Term Junior Bonds required to be redeemed and which have been redeemed or purchased during the preceding twelve-month period. No deposit need be made into the Junior Principal Fund so long as there shall be in such fund moneys sufficient to pay (i) the Junior Bond Obligations of all Serial Junior Bonds issued hereunder and then Outstanding and maturing by their terms within the next twelve (12) months plus (ii) the aggregate of all Junior Mandatory Sinking Account Payments required to be made in such twelve-month period, but less any amounts deposited into the Junior Principal Fund during such twelve-month period and theretofore paid from the Junior Principal Fund to redeem or purchase Term Junior Bonds during such twelve-month period. At the beginning of each Fiscal Year and in any event not later than August 15 of each year, the Trustee shall request from the Commission a Certificate of the Commission setting forth the principal payments for which deposits will not be necessary pursuant to the preceding sentence and the reason therefor. (3) Subordinated Obligation Reserve Fund. The Trustee shall deposit as soon as practicable in each month into each bond reserve account in the Subordinated Obligation Reserve Fund, except as otherwise provided in Section 24.01(b) and Section 26.05 herein, upon the occurrence of any deficiency therein, one -sixth (1/6) of the amount of such deficiency. (4) Junior Rebate Fund. The Trustee shall deposit as soon as practicable in each month in the Junior Rebate Fund to the extent necessary, except as otherwise provided in Section 27.08 herein, an amount such that the balance of the Junior Rebate Fund shall be equal to the Junior Rebate Requirement, as computed in accordance with the Nonarbitrage Certificate. (B) Any Junior Revenues remaining in the Subordinated Obligation Fund after the foregoing transfers described in (1), (2), (3) and (4) of subsection (A) above, except as otherwise provided in a Supplemental Indenture, shall be transferred on the same Business Day to the Commission. The Commission may use and apply the Junior Revenues when received by it for any lawful purpose of the Commission, including the redemption of Bonds or Junior Bonds upon the terms and conditions set forth in the Supplemental Indenture relating to such Bonds or Junior Bonds and the purchase of Bonds or Junior Bonds as and when and at such prices as it may determine. (C) If five (5) days prior to any principal payment date, interest payment date or mandatory redemption date the amounts on deposit in the Junior Interest Fund and Junior Principal Fund, including the Sinking Accounts therein, with respect to the payments to be made on such upcoming date are insufficient to make such payments, the Trustee shall immediately notify the Commission, in writing, of such deficiency and direct that the Commission transfer the amount of such deficiency to the Trustee on or prior to such payment date. The Commission hereby covenants and agrees to transfer to the Trustee from any Junior Revenues in its possession the amount of such deficiency on or prior to the principal, interest or mandatory redemption date referenced in such notice. LAI-740354.V10 v. V9 24 04/26/97 • • 000201 • • • SECTION 26.03. Application of Junior Interest Fund. All amounts in the Junior Interest Fund shall be used and withdrawn by the Trustee solely for the purpose of paying interest on the Junior Bonds as it shall become due and payable (including accrued interest on any Junior Bonds purchased or redeemed prior to maturity pursuant to this Fifth Supplemental Indenture) and making payments on interest rate swap agreements, as provided in Section 26.07. SECTION 26.04. Application of Junior Principal Fund. (A) All amounts in the Principal Fund shall be used and withdrawn by the Trustee solely for the purposes of paying the Junior Bond Obligation of the Junior Bonds when due and payable, except that all amounts in the Sinking Accounts shall be used and withdrawn by the Trustee solely to purchase or redeem or pay at maturity Term Junior Bonds, except as provided herein. (B) The Trustee shall establish and maintain within the Junior Principal Fund a separate account for the Term Junior Bonds of each Series and maturity. On or before the Business Day prior to any date upon which a Junior Mandatory Sinking Account Payment is due, the Trustee shall transfer the amount of such Junior Mandatory Sinking Account Payment (being the principal thereof, in the case of Current Interest Junior Bonds, the Final Junior Compounded Amount, in the case of Convertible Capital Appreciation Junior Bonds after the Junior Conversion Date thereof, and the Junior Accreted Value, in the case of Capital Appreciation Junior Bonds and Convertible Capital Appreciation Junior Bonds up to and including the Junior Conversion Date thereof) from the Junior Principal Fund to the applicable Sinking Account. With respect to each Sinking Account, on each Junior Mandatory Sinking Account Payment date established for such Sinking Account, the Trustee shall apply the Junior Mandatory Sinking Account Payment required on that date to the redemption of Term Junior Bonds of such Series and maturity for which such Sinking Account was established, in the manner provided in the Supplemental Indenture pursuant to which such Series of Junior Bonds was created; provided that, at any time prior to the selection of Junior Bonds for such redemption, the Trustee shall, upon receipt of a Request of the Commission, apply moneys in such Sinking Account to the purchase of Term Junior Bonds of such Series and maturity at' public or private sale, as and when and at such prices (including brokerage and other charges, but excluding accrued interest, which is payable from the Junior Interest Fund) as is directed by the Commission, except that the purchase price (excluding accrued interest, in the case of Current Interest Junior Bonds) shall not exceed the principal amount, the Final Compounded Amount or the Junior Accreted Value thereof. If, during the twelve-month period (or six-month period with respect to Junior Bonds having semi-annual Junior Mandatory Sinking Account Payments immediately preceding said Junior Mandatory Sinking Account Payment date, he Trustee has purchased Term Junior Bonds of such Series and maturity with moneys in such Sinking Account, or, during said period and prior to giving said notice of redemption, the Commission has deposited Term Junior Bonds of such Series and maturity with the Trustee, or Term Junior Bonds of such Series and maturity were at any time purchased or redeemed by the Trustee from the Junior Redemption Fund and LA I-740354. V 10 v. V9 25 04/26/97 000202 allocable to said Junior Mandatory Sinking Account Payment, such Term Junior Bonds so purchased or deposited or redeemed shall be applied, to the extent of the full principal amount, Final Junior Compounded Amount or Junior Accreted Value thereof as of such Junior Mandatory Sinking Account Payment date, to reduce said Junior Mandatory Sinking Account Payment. All Term Junior Bonds purchased or deposited pursuant to this subsection shall be cancelled by the Trustee and destroyed by the Trustee and a certificate of destruction shall be delivered to the Commission by the Trustee. Any amounts remaining in a Sinking Account immediately after each Junior Mandatory Sinking Account Payment when all of the Term Junior Bonds for which such account was established are no longer Outstanding shall be withdrawn by the Trustee and transferred to the Junior Reserve Fund to the extent necessary to meet the Junior Bond Reserve Requirement, and thereafter transferred to the Commission to be used for any lawful purpose. All Term Junior Bonds redeemed by the Trustee from the Junior Redemption Fund shall be credited to such future Junior Mandatory Sinking Account Payments for such Series and maturity of Term Junior Bonds as may be specified in a Request of the Commission. SECTION 26.05. Funding and Application of Subordinated Obligation Reserve Fund. (A) The Trustee shall establish and maintain within the Subordinated Obligation Reserve Fund a separate bond reserve account for each Series of Junior Bonds Outstanding. In lieu of making the Subordinated Obligation Reserve Fund deposit in a bond reserve account in compliance with Sections 24.01(b) and 26.02 herein, or in replacement of moneys then on deposit in any bond reserve account in the Subordinated Obligation Reserve Fund (which shall be transferred by the Trustee to the Project Fund), the Commission may deliver to the Trustee an irrevocable letter of credit issued by a financial institution having unsecured debt obligations rated in one of the two highest Rating Categories of Moody's and Standard & Poor's, in an amount, together with moneys, Investment Securities or surety bonds or insurance policies (as described in Section 26.05(B)) on deposit in such bond reserve account, equal to the Junior Bond Reserve Requirement for such account. Such letter of credit shall have an original term of no less than three (3) years or, if less, the maturity of the Series of Junior Bonds in connection with which such letter of credit was obtained and such letter of credit shall provide by its terms that it may be drawn upon as provided in this Section 26.05. At least one year prior to the stated expiration of such letter of credit, the Commission shall either (i) deliver a replacement letter of credit, (ii) deliver an extension of the letter of credit for at least an additional year or, if less, the maturity of the Series of Junior Bonds in connection with which such letter of credit was obtained, or (iii) deliver to the Trustee a surety bond or an insurance policy satisfying the requirements of Section 26.05(B). Upon delivery of such replacement letter of credit, extended letter of credit, or surety bond or insurance policy, the Trustee shall deliver the then -effective letter of credit to or upon the order of the Commission. If the Commission shall fail to deposit a replacement letter of credit, extended letter of credit or surety bond or insurance policy with the Trustee, the Commission shall immediately commence to make monthly deposits with the Trustee so that an amount equal to the Junior Bond Reserve Requirement will be on deposit in the relevant bond reserve account in the Subordinated Obligation Reserve Fund no later than the stated expiration date of the letter of credit. LAI-740354.V10 v. V9 26 04/26/97 • • • 000203 • • If an amount equal to the Junior Bond Reserve Requirement as of the date following the expiration of the letter of credit is not on deposit in the Subordinated Obligation Reserve Fund one week prior to the stated expiration date of the letter of credit (excluding from such determination the letter of credit), the Trustee shall draw on the letter of credit to fund the deficiency resulting therefrom in the relevant bond reserve account in the Subordinated Obligation Reserve Fund. (B) In lieu of making the Subordinated Obligation Reserve Fund deposit in a bond reserve account in compliance with Sections 24.01(b) and 26.02 herein, or in replacement of moneys then on deposit in any bond reserve account in the Subordinated Obligation Reserve Fund (which shall be transferred by the Trustee as directed by the Commission to any Project Fund or to the Junior Redemption Fund or, if permitted by an Opinion of Bond Counsel, to such other fund or account as the Commission shall specify), the Commission may deliver to the Trustee a surety bond or an insurance policy securing an amount, together with moneys, Investment Securities or letters of credit on deposit in such bond reserve account, equal to the Junior Bond Reserve Requirement for such account. Such surety bond or insurance policy shall be issued by an insurance company whose unsecured debt obligations (or for which obligations secured by such insurance company's insurance policies) are rated in the highest Rating Category of Moody's and Standard & Poor's. Such surety bond or insurance policy shall have a term of no less than the maturity of the Series of Junior Bonds in connection with which such surety bond or insurance policy was obtained. In the event that such surety bond or insurance policy for any reason lapses or expires, the Commission shall immediately implement clause (i) or (iii) of the preceding paragraph or make the required deposits to the relevant bond reserve account in the Subordinated Obligation Reserve Fund. (C) All amounts in any bond reserve account in the Subordinated Obligation Reserve Fund (including all amounts which may be obtained from letters of credit, surety bonds and insurance policies on deposit in such bond reserve account) shall be used and withdrawn by the Trustee, as hereinafter provided, solely for the purpose of making up a deficiency in the Junior Interest Fund or the Junior Principal Fund, or (together with any other moneys available therefor) for the redemption of all Junior Bonds of such Series then Outstanding or for the payment of the final principal and interest payment of such Series of Junior Bonds, if following such payment the amounts in the Subordinated Obligation Reserve Fund (including the amounts which may be obtained from letters of credit, surety bonds and insurance policies on deposit therein) will equal the Junior Bond Reserve Requirement. The Trustee shall, on a pro rata basis with respect to the portion of a bond reserve account in the Subordinated Obligation Reserve Fund held in cash or Investment Securities and amounts held in the fora of letters of credit, surety bonds and insurance policies (calculated by reference to the maximum amounts of such letters of credit, surety bonds and insurance policies and the amount of the initial deposit of such cash and Investment Securities), draw under each letter of credit, surety bond or insurance policy issued with respect to such bond reserve account, in a timely manner and pursuant to the terms of such letter of credit, surety bond or insurance policy to the extent necessary in order to obtain sufficient funds on or LAI-740354.VIOv. V9 27 04/26/97 . .-. 4111111. 000204 prior to the date such funds are needed to pay the Junior Bond Obligation of, Junior Mandatory Sinking Account Payments with respect to, and interest on the Series of Junior Bonds related to such bond reserve account when due. In the event that the Trustee has notice that any payment of principal of or interest on a Junior Bond has been recovered from a Bondowner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee, pursuant to and provided that the terms of the letter of credit, surety bond or insurance policy, if any, securing such Junior Bonds so provide, shall so notify the issuer thereof and draw on such letter of credit, surety bond or insurance policy to the lesser of the extent required or the maximum amount of such letter of credit, surety bond or insurance policy in order to pay to such Bondowners the principal of and interest so recovered. Any amounts in any bond reserve account in the Subordinated Obligation Reserve Fund in excess of the Junior Bond Reserve Requirement for such account shall be transferred by the Trustee to the Subordinated Obligation Fund on January 31 and July 31 of each year (or the next succeeding Business Day if such day is not a Business Day); provided that such amounts shall be transferred only from the portion of the Subordinated Obligation Reserve Fund held in the form of cash or Investment Securities. SECTION 26.06. Application of Junior Redemption Fund. The Trustee shall establish, maintain and hold in trust a special fund designated as the "Junior Redemption Fund." All moneys deposited by the Commission with the Trustee for the purpose of optionally redeeming Junior Bonds of any Series shall, unless otherwise directed by the Commission, be deposited in the Junior Redemption Fund. Moneys held by the Trustee in a Project Fund upon closing of such Fund shall, unless otherwise directed by the Commission, be transferred to the Junior Redemption Fund as provided in the Supplemental Indenture creating such Fund. All amounts deposited in the Junior Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of redeeming Junior Bonds of such Series, in the manner, at the times and upon the terms and conditions specified in the Supplemental Indenture pursuant to which such Series of Junior Bonds was created; provided that, at any time prior to giving such notice of redemption, the Trustee shall, upon receipt of a Request of the Commission, apply such amounts to the purchase of Junior Bonds of such Series at public or private sale, as and when and at such prices (including brokerage and other charges, but excluding, in the case of Current Interest Junior Bonds and Convertible Capital Appreciation Junior Bonds after the Junior Conversion Date thereof, accrued interest, which is payable from the Junior Interest Account) .as is directed by the Commission, except that the purchase price (exclusive of such accrued interest) may not exceed the Junior Redemption, Price then applicable to such Junior Bonds. All Term Junior Bonds purchased or redeemed from the Junior Redemption Fund shall be allocated to Junior Mandatory Sinking Account Payments applicable to such Series and maturity of Term Junior Bonds as may be specified in a Request of the Commission. SECTION 26.07. Investment of Moneys in Funds and Accounts: Valuation of Subordinated Obligation Reserve Fund. All moneys in any of the funds and accounts held by the Trustee and established pursuant to this Fifth Supplemental Indenture shall LAI-74O3S4.VIOv. V9 28 04/26/97 f1�WI. • • • be invested, as directed by the Commission, solely in Investment Securities. All Investment Securities shall, as directed by the Commission in writing or by telephone, promptly confirmed in writing, be acquired subject to the limitations set forth in Section 27.09, the limitations as to maturities hereinafter set forth in this Section and such additional limitations or requirements consistent with the foregoing as may be established by a Request of the Commission. If and to the extent the Trustee does not receive investment instructions from the Commission with respect to the moneys in the funds and accounts held by the Trustee pursuant to this Fifth Supplemental Indenture, such moneys shall be invested in Investment Securities described in clause (xii) of the definition thereof and the Trustee shall thereupon request investment instructions from the Commission for such moneys. Moneys in the Subordinated Obligation Reserve Fund shall be invested in Investment Securities available on demand or maturing within five (5) years of the date of such investment. Moneys in the remaining funds and accounts shall be invested in Investment Securities maturing or available on demand not later than the date on which it is estimated that such moneys will be required by the Trustee. Unless otherwise provided in a Supplemental Indenture, all interest, profits and other income received from the investment of moneys in any fund or account, other than the bond reserve accounts in the Subordinated Obligation Reserve Fund, the Project Funds and the Junior Redemption Fund, shall remain in such fund or account, except as provided in Section 27.09. All interest, profits and other income received from the investment of moneys in a bond reserve account in the Subordinated Obligation Reserve Fund or in the Junior Redemption Fund shall be transferred to the related Project Fund, and all interest, profits and other income received from the investment of moneys in each Project Fund shall remain in such Project Fund, in each case until the earlier of (i) two years from the date of original issuance of the applicable Series of Junior Bonds or (ii) closure of the related Project Fund, at which time such interest, profits and other income shall be transferred to the Junior Interest Fund; provided, that in accordance with an Order of the Commission, interest, profits and other income received from the investment of moneys in a Project Fund shall not be transferred to the Junior Interest Fund, but shall remain in such Project Fund. After a Project Fund is closed, all such receipts shall be applied in accordance with the provisions governing the application of Junior Revenues as set forth in Article XXVI hereof. Notwithstanding anything to the contrary contained in this paragraph, an amount of interest received with respect to any Investment Security equal to the amount of accrued interest, if any, paid as part of the purchase price of such Investment Security shall be credited to the fund or account from which such accrued interest was paid. All Investment Securities credited to the Subordinated Obligation Reserve Fund shall be valued at cost less commission but plus accrued but unpaid interest. The Trustee may commingle any of the funds or accounts established pursuant to this Fifth Supplemental Indenture into a separate fund or funds for investment purposes only, provided that all funds or accounts held by the Trustee LA I.740354. V 10 v. V9 29 04/_'6/97 00c7206 hereunder shall be accounted for separately as required by this Fifth Supplemental Indenture. The Trustee may act as principal or agent in the making or disposing of any investment and, with the prior written consent of the Commission may impose its customary charge therefor. The Trustee may sell at the best price obtainable, or present for redemption, any Investment Securities so purchased whenever it shall be necessary to provide moneys to meet any required payment, transfer, withdrawal or disbursement from the fund or account to which such Investment Security is credited, and the Trustee shall not be liable or responsible for any loss resulting from such investment. The Commission may and the Trustee shall, upon the Request of the Commission and on behalf of the Commission, and provided that the Trustee is supplied with an Opinion of Bond Counsel to the effect that such action is permitted under the laws of the State, enter into an interest rate swap agreement corresponding to the interest rate or rates payable on a Series of Junior Bonds or any portion thereof and the amounts received by the Commission or the Trustee, if any, pursuant to such a swap agreement may be applied to the deposits required hereunder; in which case, the entity with which the Commission or the Trustee may contract for an interest rate swap is limited to entities the debt securities of which are rated in the highest short-term or one of the two highest long-term debt Rating Categories by Moody's and Standard & Poor's. The Trustee shall keep proper books of record and accounts containing complete and correct entries of all transactions made by it relating to the receipt, investment, disbursement, allocation and application of the moneys related to the Junior Bonds, including moneys derived from, pledged to or to be used to make payments on the Junior Bonds. Such records shall specify the account or fund to which each investment (or portion thereof) held by the Trustee is to be allocated and shall set forth, in the case of each investment security, (a) its purchase price, (b) identifying information, including par amount, coupon rate and payment dates, (c) the amount received at maturity or its sale price, as the case may be, including accrued interest, (d) the amounts and dates of any payments made with respect thereto, and (e) the dates of acquisition and disposition or maturity. The Trustee shall also provide to the Commission in accordance with a Request of the Commission, with respect to each Investment Security, such documentation as is reasonably available to the Trustee and is required by the Code or other applicable law to be obtained by the Commission as evidence to establish that each investment (i) has been acquired and disposed of on an established market in an arm's-length transaction at a price equal to its fair market value and no amounts have been paid to reduce the yield on the investments, or (ii) is a United States Treasury Obligation --State and Local Government Series, as set forth in the Nonarbitrage Certificate. LAI-740354.V10v. V9 30 04/26/97 000207 • • • ARTICLE XXVII COVENANTS OF THE COMMISSION SECTION 27.01. Punctual Payment. The Commission will punctually pay or cause to be paid the principal or Junior Redemption Price of and interest on all the Junior Bonds, in strict conformity with the terms of the Junior Bonds and of this Fifth Supplemental Indenture, according to the true intent and meaning thereof, and shall punctually pay or cause to be paid all Junior Mandatory Sinking Account Payments, but in each case only out of Junior Revenues as provided in this Fifth Supplemental Indenture. SECTION 27.02. Extension of Payment of Junior Bonds. The Commission will not directly or indirectly extend or assent to the extension of the maturity of any of the Junior Bonds or the time of payment of any Junior Bonds or claims for interest by the purchase or funding of such Junior Bonds or claims for interest or by any other arrangement and in case the maturity of any of the Junior Bonds or the time of payment of any such claims for interest shall be extended, such Junior Bonds or claims for interest shall not be entitled, in case of any default hereunder, to the benefits of this Fifth Supplemental Indenture, except subject to the prior payment in full of the principal of all of the Junior Bonds then Outstanding and of all claims for interest thereon which shall not have been so extended. Nothing in this Section shall be deemed to limit the right of the Commission to issue bonds for the purpose of refunding any Outstanding Junior Bonds, and such issuance shall not be deemed to constitute an extension of maturity of Junior Bonds. SECTION 27.03. Waiver of Laws. The Commission will not at any time insist upon or plead in any manner whatsoever, or claim or take the benefit or advantage of, any stay or extension law now or at any time hereafter in force for the express purpose of limiting or extinguishing the covenants and agreements contained in this Fifth Supplemental Indenture or in the Junior Bonds, and all benefit or advantage of any such law or laws is hereby expressly waived by the Commission to the extent permitted by law. SECTION 27.04. Further Assurances. The Commission will make, execute and deliver any and all such instruments and assurances as may be reasonably necessary or proper to carry out the intention or to facilitate the performance of this [Fifth Supplemental] Indenture and for better assuring and confirming to the Owners of the Junior Bonds of the rights and benefits provided in this [Fifth Supplemental] Indenture. SECTION 27.05. Against Encumbrances. The Commission will not create any pledge, lien or charge upon any of the Junior Revenues having priority over or having parity with the lien of the Junior Bonds except as permitted in Section 24.05. SECTION 27.06. Accounting Records and Financial Statements. (A) The Commission will at all times keep, or cause to be kept, proper books of record and account, prepared in accordance with generally accepted accounting principles, in which LAI.740334.V10 v. V9 31 04/26/97 000208 4010.' complete and accurate entries shall be made of all transactions relating to the Revenues. Such books of record and account shall be available for inspection by the Trustee at reasonable hours and under reasonable circumstances. (B) The Commission will furnish the Trustee, within two hundred seventy (270) days after the end of each Fiscal Year, the audited financial statements of the Commission relating to the A Revenues for such Fiscal Year, together with the report and opinion of an independent certified public accountant stating that the financial statements have been prepared in accordance with generally accepted accounting principles and that such accountant's examination of the financial statements was performed in accordance with generally accepted auditing standards and a Certificate of the chief financial officer of the Commission stating that no event which constitutes an Junior Event of Default or which with the giving of notice or the passage of time or both would constitute an Junior Event of Default has occurred and is continuing as of the end of such Fiscal Year, or specifying the nature of such event and the actions taken and proposed to be taken by the Commission to cure such default. Thereafter, a copy of such financial statements will be furnished to any Owner of Junior Bonds upon written request to the Commission. SECTION 27.07. Collection of Sales Tax Revenues. (A) The Commission covenants and agrees that it has duly levied the Retail Transactions and Use Tax in accordance with the Law, pursuant to and in accordance with the Ordinance, duly passed and adopted by the Commission. Said Ordinance has not and will not be amended, modified or altered so long as any of the Junior Bonds are Outstanding in any manner which would reduce the amount of or timing of receipt of Sales Tax Revenues, and the Commission will continue to levy and collect such retail transactions and use taxes to the full amount permitted by law. The Commission further covenants that it has entered into an agreement with the State Board of Equalization under and pursuant to which the State Board of Equalization will process and supervise collection of the Retail Transactions and Use Tax and will transmit Sales Tax Revenues directly to the Trustee. Said agreement will be continued in effect so long as any of the Junior Bonds are Outstanding and shall not be amended, modified or altered without the written consent of the Trustee so long as any of the Junior Bonds are Outstanding. The Commission will receive and hold in trust for (and remit immediately to) the Trustee any Sales Tax Revenues paid to the Commission by the State Board of Equalization. (B) Sales Tax Revenues received by the Trustee shall be set aside pursuant to Section 26.02; provided that, during the continuance of an Junior Event of Default, any Sales Tax Revenues received by the Trustee shall be applied first to the payment of the costs and expenses of the Trustee in declaring such Junior Event ,of Default and pursuing remedies, including reasonable compensation of its agents, attorneys and counsel, which costs and expenses shall be paid from the Subordinated Obligation Fund, and second, to deposit into the Junior Interest Fund and Junior Principal Fund and to the payment of Junior Parity Debt as more fully set forth in Section 28.03. LAI-740334.VI0 v. V9 32 (41/26/97 .00020,n • • (C) The Commission covenants and agrees to account separately for all Junior Revenues and to provide to the Trustee access to such accounting records at reasonable hours and under reasonable circumstances. SECTION 27.08. Junior Rebate Fund. (A) The Trustee shall establish and maintain a fund separate from any other fund established and maintained hereunder designated as the Junior Rebate Fund. Within the Junior Rebate Fund, the Trustee shall maintain such accounts as shall be necessary in order to comply with the terms and requirements of the Nonarbitrage Certificate. Subject to the transfer provisions provided in paragraph (D) below, all money at any time deposited in the Junior Rebate Fund shall be held by the Trustee for the account of the Commission in trust, to the extent required to satisfy the Junior Rebate Requirement (as defined in the Nonarbitrage Certificate), for payment to the federal government of the United States of America, and neither the Trustee nor the Owner of any Junior Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Junior Rebate Fund shall be governed by this Fifth Supplemental Indenture and by the Nonarbitrage Certificate (which is incorporated herein by reference). The Commission hereby covenants to comply with the directions contained in the Nonarbitrage Certificate and the Trustee hereby covenants to comply with all written instructions of the Commission delivered to the Trustee pursuant to the Nonarbitrage Certificate (which instructions shall state the actual amounts to be deposited in or withdrawn from the Rebate Fund and shall not require the Trustee to make any calculations with respect thereto). The Trustee shall be deemed conclusively to have complied with the provisions of this Section 27.08(A) if it follows such instructions of the Commission, and the Trustee shall have no liability or responsibility to enforce compliance by the Commission with the terms of the Nonarbitrage Certificate nor to make computations in connection therewith. (B) Amounts shall be deposited in the Junior Rebate Fund as provided. in Section 26.02(A) hereof so that the balance of the amount on deposit thereto shall be equal to the Junior Rebate Requirement. Computations of the Junior Rebate Requirement shall be furnished by or on behalf of the Commission to the Trustee in accordance with the Nonarbitrage Certificate. (C) The Trustee shall invest all amounts held in the Junior Rebate Fund, pursuant to written instructions of the Commission, in Investment Securities, subject to the restrictions set forth in the Nonarbitrage Certificate. (D) Upon receipt of the Junior Rebate Instructions required to be delivered to the Trustee by the Nonarbitrage Certificate, the Trustee shall remit part or all of the balances in the Junior Rebate Fund to the federal government of the United States of America, as so directed. In addition, if the Junior Rebate Instructions so direct, the Trustee will deposit moneys into or transfer moneys out of the Junior Rebate Fund from or into such accounts or funds as directed by the Junior Rebate Instructions. Any funds remaining in the Junior Rebate Fund after redemption and payment of all of LA I-740354. V 10 v. V9 33 04/26/97 41111. f� 000210 the Junior Bonds and payment and satisfaction of any Junior Rebate Requirement, shall be withdrawn and remitted to the Commission in accordance with a Request of the Commission. (E) Notwithstanding any other provision of this Fifth Supplemental Indenture, including in particular Article XXXI hereof, the obligation to remit the Junior Rebate Requirement to the federal government of the United States of America and to comply with all other requirements of this Section and the Nonarbitrage Certificate shall survive the defeasance or payment in full of the Junior Bonds. The Commission shall retain all records with respect to the calculations and instructions required by this Section for at least six (6) years after the date on which the last of the principal of and interest on the Junior Bonds has been paid, whether upon maturity or prior redemption thereof. SECTION 27.09. Tax Covenants. In order to maintain the exclusion from gross income of the interest on the Junior Bonds for federal income tax purposes, the Commission shall make all calculations relating to any rebate of excess investment earnings on the proceeds of the Junior Bonds due to the United States Treasury in a reasonable and prudent fashion and shall segregate and set aside the lawfully available amounts such calculations indicate may be required to be paid to the United States Treasury, and otherwise shall at all times do and perform all acts and things within its power and authority necessary to comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code. In furtherance of this covenant, the Commission agrees to comply with the Nonarbitrage Certificate. The Trustee, by acceptance of its duties hereunder, agrees to comply with any instructions received from the Commission which the Commission indicates must be followed in order to comply with the Nonarbitrage Certificate. In the event that at any time the Commission is of the opinion that for purposes of this Section 27.09 it is necessary to restrict or limit the yield on the investment of any moneys held by the Trustee under this Fifth Supplemental Indenture, the Commission shall so instruct the Trustee in writing, and the Trustee shall take such action as may be directed in accordance with such instructions. Notwithstanding any provision of this Section 27.09 and Section 27.08 hereof, if the Commission shall receive an Opinion of Bond Counsel to the effect that any action required under this Section 27.09 and Section 27.08 hereof is no longer, required, or to the effect that some further action is required, to maintain the exclusion from gross income of the interest on the Junior Bonds pursuant to Section 103 of" the Code, the Commission and the Trustee may rely conclusively on such opinion in complying with the provisions hereof, and the covenants hereunder shall be deemed to be modified to that extent. SECTION 27.10. Other Obligations. The Commission covenants that it will not issue any other obligations, except upon the conditions and in the manner LAI-74o3S4.Vit) v. V9 34 04/16/97 0002:11 provided in Sections 3.01, 3.02 and 3.03 of the Indenture and in Sections 24.01. 24.02 and 24.03 hereof, payable from the Revenues or Junior Revenues, and, except for any Bonds and any Parity Debt, the Commission covenants that it will not voluntarily create or cause to be created any debt, lien, pledge, assignment, encumbrance or any other charge having priority to or being on a parity with the lien held by the holders of the Junior Bonds upon the Revenues or Junior Revenues, or any part thereof. SECTION 27.11. No Adverse Action. The Commission covenants that it will not take any action which will impair or adversely affect the Revenues. The Commission shall be unconditionally and irrevocably obligated, so long as any of the Junior Bonds are Outstanding and unpaid, to take all lawful action necessary or required to continue to entitle the Commission to receive the Revenues at the same rates as now provided by the Law, to pay from the Junior Revenues the principal of and interest on the Junior Bonds and to make the other payments provided for herein. SECTION 27.12. Trust Agreement to Constitute a Contract. This Agreement is executed by the Commission for the benefit of the Bondholders of the Junior Bonds and constitutes a contract with such Bondholders. The Commission hereby agrees with and for the benefit of the Bondholders that it will not repeal the Ordinance or reduce the Retail Transactions and Use Tax imposed by the Ordinance, so long as any Junior Bonds are Outstanding and unpaid. ARTICLE XXVIII EVENTS OF DEFAULT AND REMEDIES OF BONDHOLDERS SECTION 28.01. Junior Events of Default. The following events shall be Junior Events of Default: (a) default in the due and punctual payment of the principal or Redemption Price of any Bond or of the principal or Junior Redemption Price of any Junior Bond, when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise, or default in the redemption from any Sinking Account of any Bonds or Junior Bonds in the amounts and at the times provided therefor; (b) default in the due and punctual payment of any installment of interest on any Bond or Junior Bond when and as such interest installment' shall become due and payable; t (c) if the Commission shall fail to observe or perform any covenant, condition, agreement or provision in this Fifth Supplemental Indenture on its part to be observed or performed, other than as referred to in subsection (a) or (b) of this Section, for a period of sixty (60) days after written notice, specifying such failure and requesting that it be remedied, has been given to the Commission by LA 1-74U354. V 10 v. V9 35 04/26/97 • 000212 the Trustee; except that, if such failure can be remedied but not within such sixty (60) day period and if the Commission has taken all action reasonably possible to remedy such failure within such sixty (60) day period, such failure shall not become an Junior Event of Default for so long as the Commission shall diligently proceed to remedy the same in accordance with and subject to any directions or limitations of time established by the Trustee; (d) if any default shall exist under any agreement governing any Junior Parity Debt and such default shall continue beyond the grace period, if any, provided for with respect to such default; (e) if the Commission files a petition in voluntary bankruptcy, for the composition of its affairs or for its corporate reorganization under any state or federal bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, or admits in writing to its insolvency or inability to pay debts as they mature, or consents in writing to the appointment of a trustee or receiver for itself; (f) if a court of competent jurisdiction shall enter an order, judgment or decree declaring the Commission insolvent, or adjudging it bankrupt, or appointing a trustee or receiver of the Commission, or approving a petition filed against the Commission seeking reorganization of the Commission under any applicable law or statute of the United States of America or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of the entry thereof; (g) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Commission or of the Revenues or Junior Revenues, and such custody or control shall not be terminated within sixty (60) days from the date of assumption of such custody or control; or (h) if the Legislature of the State shall repeal or amend all or any portion of the provisions of the Law relating to the Retail Transactions and Use Tax, being Sections 240300 through 240323, inclusive, of the Public Utilities Code of the State, unless the Commission has determined in its sole judgment that said repeal or amendment does not materially and adversely affect the rights of Bondholders. SECTION 28.02. Application of Junior Revenues and Other Funds After Default. If an Junior Event of Default shall occur and be continuing, the Commission shall immediately transfer to the Trustee all Junior Revenues held by it and the Trustee shall apply all Junior Revenues and any other funds then held or thereafter received by the Trustee under any of the provisions of this Fifth Supplemental Indenture (except as otherwise provided in this Fifth Supplemental Indenture) as follows and in the following order: LA 1-740334. V 10 v. V9 36 04/26/97 00021,3 • • • (1) To the payment of any expenses necessary in the opinion of the Trustee to protect the interests of the Owners of the Junior Bonds and Junior Parity Debt, including the costs and expenses of the Trustee and the Bondholders in declaring such Junior Event of Default, and payment of reasonable fees and expenses of the Trustee (including reasonable fees and disbursements of its counsel and other agents) incurred in and about the performance of its powers and duties under this Fifth Supplemental Indenture; (2) To the payment of the whole amount of Junior Bond Obligation then due on the Junior Bonds and Junior Parity Debt (upon presentation of the Junior Bonds and Junior Parity Debt to be paid, and stamping thereon of the payment if only partially paid, or surrender thereof if fully paid) subject to the provisions of this Fifth Supplemental Indenture (including Section 30.02), with interest on such Junior Bond Obligation, at the rate or rates of interest borne by the respective Junior Bonds and Junior Parity Debt, to the payment to the persons entitled thereto of all installments of interest then due and the unpaid principal or Junior Redemption Price of any Junior Bonds and Junior Parity Debt which shall have become due, whether at maturity or by call for redemption, in the order of their due dates, with interest on the overdue Junior Bond Obligation and Junior Parity Debt at the rate borne by the respective Junior Bonds and Junior Parity Debt, and, if the amount available shall not be sufficient to pay in full all the Junior Bonds and Junior Parity Debt due on any date, together with such interest, then to the payment thereof ratably, according to the amounts of principal or interest or Junior Accreted Value (plus accrued interest) due on such date to the persons entitled thereto, without any discrimination or preference. SECTION 28.03. Trustee to Represent Bondholders. The Trustee is hereby irrevocably appointed (and the successive respective Owners of the Junior Bonds, by taking and holding the same, shall be conclusively deemed to have so appointed the Trustee) as trustee and true and lawful attorney -in -fact of the Owners of the Junior Bonds for the purpose of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Junior Bonds, this Fifth Supplemental Indenture, the Law and applicable provisions of any other law. Upon the occurrence and continuance of an Junior Event of Default or other occasion giving rise to a right in the Trustee to represent the Bondholders, the Trustee in its discretion may, and upon the written request of the Owners of not less than twenty-five percent (25%) in aggregate amount of Junior Bond Obligation of the Junior Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall, proceed to protect or enforce its rights or the rights of such Owners by such appropriate action, suit, mandamus or other proceedings as it shall deem most effective to protect and enforce any such right, at law or in equity, either for the specific performance of any covenant or agreement contained herein, or in aid of the execution of any power herein granted, or for the enforcement of any other appropriate legal or equitable right or remedy vested in the Trustee or in such Owners under this Fifth Supplemental Indenture, the Law or any other law; and upon instituting such proceeding, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver of the Junior Revenues and other assets LA1-740354.V10 v. V9 37 04/26/97 00021zi pledged under this Fifth Supplemental Indenture, pending such proceedings. All rights of action under this Fifth Supplemental Indenture or the Junior Bonds or otherwise may be prosecuted and enforced by the Trustee without the possession of any of the Junior Bonds or the production thereof in any proceeding relating thereto, and any such suit, action or proceeding instituted by the Trustee shall be brought in the name of the Trustee for the benefit and protection of all the Owners of such Junior Bonds, subject to the provisions of this Fifth Supplemental Indenture (including Section 7.06). SECTION 28.04. Bondholders' Direction of Proceedings. Anything in this Fifth Supplemental Indenture to the contrary notwithstanding, the Owners of sixty-six and two-thirds percent (66-2/3%) in aggregate amount of Junior Bond Obligation of the Junior Bonds then Outstanding shall have the right, by an instrument or concurrent instruments in writing executed and delivered to the Trustee and upon furnishing the Trustee with indemnification satisfactory to it, to direct the method of conducting all remedial proceedings taken by the Trustee hereunder, provided that such direction shall not be otherwise than in accordance with law and the provisions of this Fifth Supplemental Indenture, that the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction, and that the Trustee shall have the right to decline to follow any such direction which in the opinion of the Trustee would be unjustly prejudicial to Bondholders or holders of Junior Parity Debt not parties to such direction. SECTION 28.05. Limitation on Bondholders' Right to Sue . No Owner of any Bond shall have the right to institute any suit, action or proceeding at law or in equity, for the protection or enforcement of any right or remedy under this Fifth Supplemental Indenture, the Law or any other applicable law with respect to such Bond, unless (1) such Owner shall have given to the Trustee written notice of the occurrence of an Junior Event of Default; (2) the Owners of not less than thirty-three and one-third percent (33-1/3%) in aggregate amount of Junior Bond Obligation of the Junior Bonds then Outstanding shall have made written request upon the Trustee to exercise the powers hereinbefore granted or to institute such suit, action or proceeding in its own name; (3) such Owner or said Owners shall have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request; (4) the Trustee shall have refused or omitted to comply with such request for a period of sixty (60) days after such written request shall have been received by, and said tender of indemnity shall have been made to, the Trustee; and (5) the Trustee shall not have received contrary directions from the Owners of a majority in aggregate amount of Junior Bond Obligation of the Junior Bonds then Outstanding. Such notification, request, tender of indemnity and refusal or omission are hereby declared, in every case, to be conditions precedent to the exercise by any Owner of Junior Bonds of any remedy hereunder or under law; it being understood and intended that no one or more Owners of Junior Bonds shall have any right in any manner whatever by his or their action to affect, disturb or prejudice the security of this Fifth Supplemental Indenture or the rights of any other Owners of Junior Bonds, or to enforce any right under this Fifth Supplemental Indenture, the Law or other applicable LA1-740334.VIOv. V9 38 04/26/97 AIM 000215 • • law with respect to the Junior Bonds, except in the manner herein provided, and that all proceedings at law or in equity to enforce any such right shall be instituted, had and maintained in the manner herein provided and for the benefit and protection of all Owners of the Outstanding Junior Bonds, subject to the provisions of this Fifth Supplemental Indenture. SECTION 28.06. Absolute Obligation of the Commission. Nothing in Section 28.06 or in any other provision of this Fifth Supplemental Indenture, or in the Junior Bonds, contained shall affect or impair the obligation of the Commission, which is absolute and unconditional, to pay the principal or Junior Redemption Price of and interest on the Junior Bonds to the respective Owners of the Junior Bonds at their respective dates of maturity, or upon call for redemption, as herein provided, but only out of the Junior Revenues and other assets herein pledged therefor, or affect or impair the right of such Owners, which is also absolute and unconditional, to enforce such payment by virtue of the contract embodied in the Junior Bonds. SECTION 28.07. Termination of Proceedings. In case any proceedings taken by the Trustee or any one or more Bondholders on account of any Junior Event of Default shall have been discontinued or abandoned for any reason or shall have been determined adversely to the Trustee or the Bondholders, then in every such case the Commission, the Trustee and the Bondholders, subject to any determination in such proceedings, shall be restored to their former positions and rights hereunder, severally and respectively, and all rights, remedies, powers and duties of the Commission, the Trustee and the Bondholders shall continue as though no such proceedings had been taken. SECTION 28.08. Remedies Not Exclusive. No remedy herein conferred upon or reserved to the Trustee or to the Owners of the Junior Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy, to the extent permitted by law, shall be cumulative and in addition to any other remedy given hereunder or now or hereafter existing at law or in equity or otherwise. SECTION 28.09. No Waiver of Default. No delay or omission of the Trustee or of any Owner of the Junior Bonds to exercise any right or power arising upon the occurrence of any default shall impair any such right or power or shall be construed to be a waiver of any such default or an acquiescence therein; and every power and remedy given by this Fifth Supplemental Indenture to the Trustee or to the Owners of the Junior Bonds may be exercised from time to time as often as may be deemed expedient. LA 1-740354. V 10 v. V9 39 04/26/97 000210 ARTICLE XXIX THE TRUSTEE SECTION 29.01. Appointment; Duties. Immunities and Liabilities of Trustee. (A) First Trust of California, N.A. is hereby appointed as Trustee under this Fifth Supplemental Indenture and hereby accepts the trust imposed upon it as Trustee hereunder and to perform all the functions and duties of the Trustee hereunder, subject to the terms and conditions set forth in this Fifth Supplemental Indenture. The Trustee shall, prior to an Junior Event of Default, and after the curing of all Events of Default which may have occurred, perform such duties and only such duties as are specifically set forth in this Fifth Supplemental Indenture and no implied covenants shall be read into this Fifth Supplemental Indenture against the Trustee. The Trustee shall, during the existence of any Junior Event of Default (which has not been cured), exercise such of the rights and powers vested in it by this Fifth Supplemental Indenture, and use the same degree of care and skill in their exercise, as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. (B) The Commission may remove the Trustee at any time unless an Junior Event of Default shall have occurred and then be continuing, and shall remove the Trustee if at any time requested to do so by an instrument or concurrent instruments in writing signed by the Owners of not less than a majority in aggregate amount of Junior Bond Obligation of the Junior Bonds then Outstanding (or their attorneys duly authorized in writing) or if at any time the Trustee shall cease to be eligible in accordance with subsection (E) of this Section, or shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or its property shall be appointed, or any public officer shall take control or charge of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, in each case by giving written notice of such removal to the Trustee, and thereupon shall appoint a successor Trustee by an instrument in writing. (C) The Trustee may at any time resign by giving written notice of such resignation to the Commission and by giving the Bondholders notice of such resignation by mail at the addresses shown on the registration books maintained by the Trustee. Upon receiving such notice of resignation, the Commission shall promptly appoint a successor Trustee by an instrument in writing. (D) Any removal or resignation of the Trustee and appointment of a successor Trustee shall become effective upon acceptance of appointment by the successor Trustee. If no successor Trustee shall have been appointed and have agcepted appointment within forty-five (45) days of giving notice of removal or notice of resignation as aforesaid, the resigning Trustee or any Bondholder (on behalf of himself and all other Bondholders) may petition any court of competent jurisdiction for the appointment of a successor Trustee, and such court may thereupon, after such notice (if any) as it may deem proper, appoint such successor Trustee. Any successor Trustee appointed under this Fifth Supplemental Indenture, shall signify its acceptance of such LAI-740354.VlOv. V9 40 04/26/97 • • 00021.7 • • • appointment by executing and delivering to the Commission and to its predecessor Trustee a written acceptance thereof, and thereupon such successor Trustee, without any further act, deed or conveyance, shall become vested with all the moneys, estates, properties, rights, powers, trusts, duties and obligations of such predecessor Trustee, with like effect as if originally named Trustee herein; but, nevertheless at the Request of the Commission or the request of the successor Trustee, such predecessor Trustee shall execute and deliver any and all instruments of conveyance or further assurance and do such other things as may reasonably be required for more fully and certainly vesting in and confirming to such successor Trustee all the right, title and interest of such predecessor Trustee in and to any property held by it under this Fifth Supplemental Indenture and shall pay over, transfer, assign and deliver to the successor Trustee any money or other property subject to the trusts and conditions herein set forth. Upon request of the successor Trustee, the Commission shall execute and deliver any and all instruments as may be reasonably required for more fully and certainly vesting in and confirming to such successor Trustee all such moneys, estates, properties, rights, powers, trusts, duties and obligations. Upon acceptance of appointment by a successor Trustee as provided in this subsection, the Commission shall give notice of the succession of such Trustee to the trusts hereunder by mail to the Bondholders at the addresses shown on the registration books maintained by the Trustee. If the Commission fails to mail such notice within fifteen (15) days after acceptance of appointment by the successor Trustee, the successor Trustee shall cause such notice to be mailed at the expense of the Commission. (E) Any Trustee appointed under the provisions of this Section in succession to the Trustee shall be a trust company or bank having the powers of a trust company having a corporate trust office in the State, having a combined capital and surplus of at least fifty million dollars (S50,000,000), and subject to supervision or examination by federal or state authority. If such bank or trust company publishes a report of condition at least annually, pursuant to law or to the requirements of any supervising or examining authority above referred to, then for the purpose of this subsection the combined capital and surplus of such bank or trust company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. In case at any time the Trustee shall cease to be eligible in accordance with the provisions of this subsection (E), the Trustee shall resign immediately in the manner and with the effect specified in this Section. If, by reason of the judgment of any court, the Trustee or any successor Trustee is rendered unable to perform its duties hereunder, and if no successor Trustee be then appointed, all such duties and all of the rights and powers of the Trustee hereunder shall be assumed by and vest in the Treasurer of the Commission in trust for the benefit of the Bondowners. SECTION 29.02. Merger or Consolidation. Any company into which the Trustee may be merged or converted or with which it may be consolidated or any company resulting from any merger, conversion or consolidation to which it shall be a party or any company to which the Trustee may sell or transfer all or substantially all of LA I -740334. V I o v. V9 41 04/2h/97 000218 its corporate trust business, provided such company shall be eligible under subsection (E) of Section 29.01, shall be the successor to such Trustee without the execution or filing of any paper or any further act, anything herein to the contrary notwithstanding. SECTION 29.03. Liability of Trustee. (A) The recitals of facts herein and in the Junior Bonds contained shall be taken as statements of the Commission, and the Trustee assumes no responsibility for the correctness of the same (other than the certificate of authentication of the Trustee on each Bond), and makes no representations as to the validity or sufficiency of this Fifth Supplemental Indenture or of the Junior Bonds or of any Investment Security, as to the sufficiency of the Junior Revenues or the priority of the lien of this Fifth Supplemental Indenture thereon, or as to the financial or technical feasibility of any Project and shall not incur any responsibility in respect of any such matter, other than in connection with the duties or obligations expressly herein or in the Junior Bonds assigned to or imposed upon it. The Trustee shall, however, be responsible for its representations contained in its certificate of authentication on the Junior Bonds. The Trustee shall not be liable in connection with the performance of its duties hereunder, except for its own negligence, willful misconduct or breach of the express terms and conditions hereof. The Trustee and its directors, officers, employees or agents may in good faith buy, sell, own, hold and deal in any of the Junior Bonds and may join in any action which any Owner of a Bond may be entitled to take, with like effect as if the Trustee was not the Trustee under this Fifth Supplemental Indenture. The Trustee may in good faith hold any other form of indebtedness of the Commission, own, accept or negotiate any drafts, bills of exchange, acceptances or obligations of the Commission and make disbursements for the Commission and enter into any commercial or business arrangement therewith, without limitation. (B) The Trustee shall not be liable for any error of judgment made in good faith by a responsible officer unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. The Trustee may execute any of the trusts or powers hereof and perform the duties required of it hereunder by or through attorneys, agents or receivers, and shall be entitled to advice of counsel concerning all matters of trust and its duty hereunder, but the Trustee shall be answerable for the negligence or misconduct of any such attorney, agent or receiver selected by it; provided that the Trustee shall not be answerable for the negligence or misconduct of any attorney or certified public accountant selected by it with due care. (C) The Trustee shall not be liable with respect to any action taken or omitted to be taken by it in good faith in accordance with the direction of the Owners of not less than thirty-three and one-third percent (33-1/3%) in aggregate amount of Junior Bond Obligation of Junior Bonds then Outstanding relating to the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred upon the Trustee under this Fifth Supplemental Indenture. (D) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Fifth Supplemental Indenture at the request, order or direction of any of the Bondholders pursuant to the provisions of this Fifth LA1-740354.V10v. V9 42 04/26/97 • • • 00n?1 • • • Supplemental Indenture, including, without hereof, unless such Bondholders shall have satisfactory to it against the costs, expenses or thereby. limitation, the provisions of Article XXVIII offered to the Trustee security or indemnity and liabilities which may be incurred therein (E) No provision of this Fifth Supplemental Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance or exercise of any of its duties hereunder, or in the exercise of its rights or powers, if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. (F) The Trustee shall not be deemed to have knowledge of, and shall not be required to take any action with respect to, any Junior Event of Default (other than an Junior Event of Default described in subsections (a) or (b) of Section 28.01) or event which would, with the giving of notice, the passage of time or both, constitute an Junior Event of Default, unless the Trustee shall have actual knowledge of such event or shall have been notified of such event by the Commission or the Owners of not less than thirty-three and one-third percent (33-1/3%) in aggregate amount of Junior Bond Obligation of Junior Bonds then Outstanding. Without limiting the generality of the foregoing, the Trustee shall not be required to ascertain, monitor or inquire as to the performance or observance by the Commission of the terms, conditions, covenants or agreements set forth in Article XXVII hereof (including, without limitation, the covenants of the Commission set forth in Sections 27.09 or 27.10 hereof), other than the covenants of the Commission to make payments with respect to the Junior Bonds when due as set forth in Section 6.01 and to file with the Trustee when due, such reports and certifications as the Commission is required to file with the Trustee hereunder. (G) No permissive power, right or remedy conferred upon the Trustee hereunder shall be construed to impose a duty to exercise such power, right or remedy. (H) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, coupon or other paper or document but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Commission, personally or by agent or attorney. (I) The Trustee shall not be responsible for: (1) the application or handling .by the Commission of any Junior Revenues or other moneys transferred to or pursuant to any Requisition or Request of the Commission in accordance with the terms and conditions hereof; (2) the application and handling by the Commission of any other fund or account designated to be held by the Commission hereunder; LAI-740354.V10 v. V9 43 04/26/97 1Pm. 000220 (3) any error or omission by the Commission in making any computation or giving any instruction pursuant to Sections 27.08 and 27.09 hereof and may rely conclusively on the Junior Rebate Instructions and any computations or instructions furnished to it by the Commission in connection with the requirements of Sections 27.08, 27.09 and the Nonarbitrage Certificate; or (4) the construction, operation or maintenance of any Project by the Commission. (J) Whether or not therein expressly so provided, every provision of this Fifth Supplemental Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Article XXIX. SECTION 29.04. Right of Trustee to Rely on Documents. The Trustee shall be protected in acting upon any notice, resolution, request, consent, order, certificate, report, opinion, note or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties. The Trustee may consult with counsel, including, without limitation, counsel of or to the Commission, with regard to legal questions, and the opinion of such counsel shall be full and complete authorization and protection in respect of any action taken or suffered by it hereunder in good faith and in accordance therewith unless it shall be proved that the Trustee was negligent in ascertaining the pertinent facts. Whenever in the administration of the trusts imposed upon it by this Fifth Supplemental Indenture the Trustee shall deem it necessary or desirable that a matter be proved or established prior to taking or suffering any action hereunder, such matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a Certificate of the Commission, and such Certificate shall be full warrant to the Trustee for any action taken or suffered in good faith under the provisions of this Fifth Supplemental Indenture in reliance upon such Certificate, but in its discretion the Trustee may, in lieu thereof, accept other evidence of such matter or may require such additional evidence as to it may seem reasonable. The Trustee may also rely conclusively on any report or certification of any certified public accountant, investment banker, financial consultant or other expert selected by the Commission or selected by the Trustee with due care in connection with matters required to be proven or ascertained in connection with its administration of the trusts created hereby. SECTION 29.05. Compensation and Indemnification of Trustee. The Commission covenants to pay to the Trustee from time to time, and the Trustee shall be entitled to, reasonable compensation for all services rendered by it in the exercise and performance of any of the powers and duties hereunder of•the Trustee, and the Commission will pay or reimburse the Trustee upon its request for all expenses, disbursements and advances incurred or made by the Trustee in accordance with any of the provisions of this Fifth Supplemental Indenture (including the reasonable LA I.740354. V 10 v. V9 44 04/26/97 000221 • • • compensation and the expenses and disbursements of its counsel and of all persons not regularly in its employ) except any such expense, disbursement or advance as may arise from its negligence, default or willful misconduct. The Commission, to the extent permitted by law, shall indemnify, defend and hold harmless the Trustee against any loss, damages, liability or expense incurred without negligence or willful misconduct on the part of the Trustee, arising out of or in connection with the acceptance or administration of the trusts created hereby, including costs and expenses (including attorneys' fees) of defending itself against any claim or liability in connection with the exercise or performance of any of its powers hereunder. The rights of the Trustee and the obligations of the Commission under this Section 29.05 shall survive the discharge of the Junior Bonds and this Fifth Supplemental Indenture and the resignation or removal of the Trustee. ARTICLE XXX MODIFICATION OR AMENDMENT OF THIS FIFTH SUPPLEMENTAL INDENTURE SECTION 30.01. Amendments Permitted. (A)(1) This Fifth Supplemental Indenture and the rights and obligations of the Commission, the Owners of the Junior Bonds and the Trustee may be modified or amended from time to time and at any time by a Supplemental Indenture, which the Commission and the Trustee may enter into with the written consent of the Owners of a majority in aggregate amount of Junior Bond Obligation of the Junior Bonds (or, if such Supplemental Indenture is only applicable to a Series of Junior Bonds, such Series of Junior Bonds) then Outstanding shall have been filed with the Trustee; provided that if such modification or amendment will, by its terms, not take effect so long as any Junior Bonds of any particular maturity remain Outstanding, the consent of the Owners of such Junior Bonds shall not be required and such Junior Bonds shall not be deemed to be Outstanding for the purpose of any calculation of Junior Bonds Outstanding under this Section. (2) This Fifth Supplemental Indenture and the rights and obligations of the Commission and of the Owners of the Junior Bonds and of the Trustee may also be modified or amended at any time without consent of any .Bondholders, by a Supplemental Indenture entered into by the Commission and the Trustee which shall become binding when the written consents of each provider of a letter of credit or a policy of bond insurance for the Junior Bonds shall have been filed with the Trustee, provided that at such time the payment of all the principal of and interest on all Outstanding Junior Bonds shall be insured by a policy or policies of municipal bond insurance or payable under a letter of credit the provider of which shall be a financial institution or association having unsecured debt obligations rated, or insuring or securing other debt obligations rated on the basis of such insurance or letters of credit, in one of the two highest Rating Categories of Moody's or Standard & Poor's. LA I -740354. V 10 v. V9 45 04/26/97 s 000222 (3) No such modification or amendment shall (a) extend the fixed maturity of any Junior Bond, or reduce the amount of principal thereof, or extend the time of payment or reduce the amount of any Junior Mandatory Sinking Account Payment provided for the payment of any Junior Bond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Owner of each Junior Bond so affected, or (b) reduce the aforesaid percentage of Junior Bond Obligation the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Junior Revenues and other assets pledged under this Fifth Supplemental Indenture prior to or on a parity with the lien created by this Fifth Supplemental Indenture, or deprive the Owners of the Junior Bonds of the lien created by this Fifth Supplemental Indenture on such Junior Revenues and other assets (in each case, except as expressly provided in this Fifth Supplemental Indenture), without the consent of the Owners of all of the Junior Bonds then Outstanding. It shall not be necessary for the consent of the Bondholders to approve the particular form of any Supplemental Indenture, but it shall be sufficient if such consent shall approve the substance thereof. Promptly after the execution and delivery by the Trustee and the Commission of any Supplemental Indenture pursuant to this subsection (A), the Trustee shall mail a notice, setting forth in general terms the substance of such Supplemental Indenture to the Owners of the Junior Bonds at the addresses shown on the registration books of the Trustee. Any failure to give such notice, or any defect therein, shall not, however, in any way impair or affect the validity of any such Supplemental Indenture. (B) This Fifth Supplemental Indenture and the rights and obligations of the Commission, of the Trustee and of the Owners of the Junior Bonds may also be modified or amended from time to time and at any time by a Supplemental Indenture, which the Commission may adopt without the consent of any Bondholders but only to the extent permitted by law and only for any one or more of the following purposes: (1) to add to the covenants and agreements of the Commission in this Fifth Supplemental Indenture contained in other covenants and agreements thereafter to be observed, to pledge or assign additional security for the Junior Bonds (or. any portion thereof), or to surrender any right or power herein reserved to or conferred upon the Commission; (2) to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in this Fifth Supplemental Indenture, or in regard to matters or questions arising under this Fifth Supplemental Indenture, as the Commission may deem necessary or desirable, and which shall not materially and adversely affect the interests of the Owners of the Junior Bonds; (3) to modify, amend or supplement this Fifth Supplemental Indenture in such manner as to permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in LAI-740354.V10 v. V9 46 (4/26/97 • • • 000223 • • • effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the Owners of the Junior Bonds; (4) to make modifications or adjustments necessary, appropriate or desirable to provide for the issuance of Variable Rate Indebtedness, Capital Appreciation Junior Bonds or Junior Parity Debt with such interest rate, payment, maturity and other terms as the Commission may deem desirable; subject to the provisions of Sections 24.01, 24.03 and 24.05; (5) to provide for the issuance of Junior Bonds in book -entry form or bearer form, provided that no such provision shall materially and adversely affect the interests of the Owners of the Junior Bonds; (6) to make modifications or adjustments necessary, appropriate or desirable to accommodate credit enhancements including letters of credit, surety bonds and insurance policies delivered with respect to the Subordinated Obligation Reserve Fund; (7) if the Commission agrees in a Supplemental Indenture to maintain the exclusion of interest on a Series of Junior Bonds from gross income for purposes of federal income taxation, to make such provisions as are necessary or appropriate to ensure such exclusion; (8) to provide for the issuance of an additional Series of Junior Bonds pursuant to provisions of Section 24.02 or Section 24.03; and (9) for any other purpose that does not materially and adversely affect the interests of the Owners of the Junior Bonds. (C) No modification or amendment of the Indenture shall materially alter the duties and responsibilities of the Trustee without its consent thereto. SECTION 30.02. Effect of Supplemental Indenture. From and after the time any Supplemental Indenture becomes effective pursuant to this Article, this Fifth Supplemental Indenture shall be deemed to be modified and amended in accordance therewith, and the respective rights, duties and obligations under this Fifth Supplemental Indenture of the Commission, the Trustee and all Owners of Junior Bonds Outstanding shall thereafter be determined, exercised and enforced hereunder subject in all respects to such modification and amendment, and all the terms and conditions of any such Supplemental Indenture shall be deemed to be part of the terms and conditions of this Fifth Supplemental Indenture for any and all purposes. SECTION 30.03. Endorsement of Junior Bonds; Preparation of New Junior Bonds. Junior Bonds delivered after any Supplemental Indenture becomes effective pursuant to this Article may, and if the Trustee so determines shall, bear a LAI-740334.V10 v. V9 47 04/26/97 Wow AlY 000224 notation by endorsement or otherwise in form approved by the Commission and the Trustee as to any modification or amendment provided for in such Supplemental Indenture, and, in that case, upon demand of the Owner of any Bond Outstanding at the time of such execution and presentation of his Bond for such purpose at the Corporate Trust Office or at such additional offices as the Trustee may select and designate for that purpose, a suitable notation shall be made on such Bond. If the Supplemental Indenture shall so provide, new Junior Bonds so modified as to conform, in the opinion of the . Commission and the Trustee, to any modification or amendment contained in such Supplemental Indenture, shall be prepared and executed by the Commission and authenticated by the Trustee, and upon demand of the Owners of any Junior Bonds then Outstanding shall be exchanged at the Principal Corporate Trust Office, without cost to any Bondholder, for Junior Bonds then Outstanding, upon surrender for cancellation of such Junior Bonds, in equal aggregate principal amounts of the same Series, tenor and maturity. SECTION 30.04. Amendment of Particular Junior Bonds. The provisions of this Article shall not prevent any Bondholder from accepting any amendment as to the particular Junior Bonds held by him, provided that due notation thereof is made on such Junior Bonds. ARTICLE XXXI DEFEASANCE SECTION 31.01. Discharge of Indenture. Junior Bonds of any Series or a portion thereof may be paid by the Commission in any of the following ways: (a) by paying or causing to be paid the Junior Bond Obligations of and interest on such Outstanding Junior Bonds, as and when the same become due and payable; (b) by depositing with the Trustee, an escrow agent or other fiduciary, in trust, at or before maturity, money or securities in the necessary amount (as provided in Section 31.03) to pay or redeem such Outstanding Junior Bonds; or (c) by delivering to the Trustee, for cancellation by it, such Outstanding Junior Bonds. If the Commission shall pay all Series for which any Junior Bonds are Outstanding and also pay or cause to be paid all other sums payable hereunder by the Commission, then and in that case, at the election of the Commission (evidenced by a Certificate of the Commission, filed with the Trustee, signifying the intention of the Commission to discharge all such indebtedness and this Fifth Supplemental Indenture), and notwithstanding that any Junior Bonds shall not have been surrendered for payment, this Fifth Supplemental Indenture and the pledge of Junior Revenues and other assets made LA I -740354. V I 0 v. V9 48 04/26/97 000225 under this Fifth Supplemental Indenture and all covenants, agreements and other obligations of the Commission under this Fifth Supplemental Indenture shall cease, terminate, become void and be completely discharged and satisfied. In such event, upon Request of the Commission, the Trustee shall cause an accounting for such period or periods as may be requested by the Commission to be prepared and filed with the Commission and shall execute and deliver to the Commission all such instruments as may be necessary or desirable to evidence such discharge and satisfaction, and the Trustee shall pay over, transfer, assign or deliver to the Commission all moneys or securities or other property held by it pursuant to this Fifth Supplemental Indenture which, as evidenced by a verification report, upon which the Trustee may conclusively rely, from a firm of certified public accountants, or other firm acceptable to the Trustee, are not required for the payment or redemption of Junior Bonds not theretofore surrendered for such payment or redemption or are not required for payment of fees and expenses due to the Trustee. SECTION 31.02. Discharge of Liability on Junior Bonds. Upon the deposit with the Trustee, escrow agent or other fiduciary, in trust, at or before maturity, of money or securities in the necessary amount (as provided in Section 31.03) to pay or redeem any Outstanding Junior Bond (whether upon or prior to its maturity or the redemption date of such Junior Bond, at the option of the Commission), provided that, if such Junior Bond is to be redeemed prior to maturity, notice of such redemption shall have been given as in Article XXV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, then all liability of the Commission in respect of such Junior Bond shall cease, terminate and be completely discharged, provided that the Owner thereof shall thereafter be entitled to the payment of the principal of and premium, if any, and interest on the Junior Bonds, and the Commission shall remain liable for such payment, but only out of such money or securities deposited with the Trustee as aforesaid for their payment, subject, however, to the provisions of Section 31.04 and the continuing duties of the Trustee hereunder including, without limitation, the provisions of Sections 23.05, 23.06 and 26.07. The Commission may at any time surrender to the Trustee for cancellation by it any Junior Bonds previously issued and delivered, which the Commission may have acquired in any manner whatsoever, and such Junior Bonds, upon such surrender and cancellation, shall be deemed to be paid and retired. SECTION 31.03. Deposit of Money or Securities with Trustee. Whenever in this Fifth Supplemental Indenture it is provided or permitted that there be deposited with or held in trust by the Trustee money or securities in the necessary amount to pay or redeem any Junior Bonds, the money or securities so to be deposited or held may include money or securities held by the Trustee in the funds and accounts established pursuant to this Fifth Supplemental Indenture and shall be: (a) lawful money of the United States of America in an amount equal to the principal amount of such Junior Bonds and all unpaid interest thereon to maturity, except that, in the case of Junior Bonds which are to be redeemed prior LA I.740354. V I v. V9 49 04/26/97 000226 to maturity and in respect of which notice of such redemption shall have been given as in Article XXV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice, the amount to be deposited or held shall be the principal amount or Junior Redemption Price of such Junior Bonds and all unpaid interest thereon to the redemption date; or (b) Non -callable Investment Securities described in clauses (i), (ii), (vi) or (xv) of the definition thereof the principal of and interest on which when due will, in the opinion of an independent certified public accountant delivered to the Trustee (upon which opinion the Trustee may conclusively rely), provide money sufficient to pay the principal or Junior Redemption Price of and all unpaid interest to maturity, or to the redemption date, as the case may be, on the Junior Bonds to be paid or redeemed, as such principal or Junior Redemption Price and interest become due, provided that, in the case of Junior Bonds which are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given as in Article XXV provided or provision satisfactory to the Trustee shall have been made for the giving of such notice; provided, in each case, that the Trustee shall have been irrevocably instructed (by the terms of this Fifth Supplemental Indenture or by Request of the Commission) to apply such money to the payment of such principal or Junior Redemption Price and interest with respect to such Junior Bonds. SECTION 31.04. Payment of Junior Bonds After Discharge of Indenture. Any moneys held by the Trustee in trust for the payment of the principal or Junior Redemption Price of, or interest on, any Junior Bonds and remaining unclaimed for three (3) years after the principal of all of the Junior Bonds has become due and payable (whether at maturity or upon call for redemption as provided in this Fifth Supplemental Indenture), if such moneys were so held at such date, or three (3) years after the date of deposit of such moneys if deposited after said date when all of the Junior Bonds became due and payable, shall, upon Request of the Commission, be repaid to the Commission free from the trusts created by this Fifth Supplemental Indenture, and all liability of the Trustee with respect to such moneys shall thereupon cease; provided, however, that before the repayment of such moneys to the Commission as aforesaid, the Trustee may (at the cost of the Commission) first mail to the Owners of any Junior Bonds remaining unpaid at the addresses shown on the registration books maintained by the Trustee a notice, in such form as may be deemed appropriate by the Trustee, with respect to the Junior Bonds so payable and not presented and with respect to the provisions relating to the repayment to the Commission of the moneys held for the payment thereof. All moneys held by or on behalf of the Trustee pursuant to Section 31.03 hereof for the payment of principal, Junior Accreted Value or Final Junior Compounded Amount of or interest or premium on Junior Bonds, whether at redemption or maturity, shall be held in trust for the account of the Owners thereof and the Trustee shall not be required to pay Owners any interest on, or be liable to the Owners or any other person (other than the Commission) for any interest earned on, moneys so held. Any interest earned on moneys held pursuant to Section 31.03 hereof shall belong to the Commission. LA1-740354.V10v. V9 50 04/26/97 • • 0002.27 • • ARTICLE XXXII 1997 SERIES B JUNIOR BONDS SECTION 32.01. Authorization and Terms of 1997 Series B Junior Bonds. (A) The Board hereby authorizes the issuance of Junior Bonds of the Commission in the aggregate amount of $[ ) in Junior Bond Obligation in accordance with the Law and pursuant to this Fifth Supplemental Indenture and the Indenture for the purpose of repaying the Commission's outstanding Commercial Paper Notes. (B) The first Series of Junior Bonds to be issued under the Indenture is hereby created. Said Series of Junior Bonds shall be known as the "Riverside County Transportation Commission Junior Sales Tax Revenue Bonds (Limited Tax Bonds) 1997 Series B (the "1997 Series B Junior Bonds"). The 1997 Series B Junior Bonds shall consist of Current Interest Junior Bonds issued in fully registered form, in denominations of $5,000 or any integral multiple thereof, and shall be initially issued registered in the name of "Cede & Co.," as nominee of The Depository Trust Company, and shall be evidenced by one 1997 Series B Junior Bond maturing on each of the maturity dates as set forth in Section 32.01(C) below, in a denomination corresponding to the total denominational amount of the 1997 Series B Junior Bonds to mature on such date. Each 1997 Series B Junior Bond shall be assigned by the Trustee a distinctive number or letter or letter and number, and a record of the same shall be maintained by the Trustee. Registered ownership of the 1997 Series B Junior Bonds, or any portion thereof, may not thereafter be transferred except as set forth in Section 32.15 hereof. (C) The 1997 Series B Junior Bonds shall be issued in the aggregate principal amount of $[ ], shall be dated as of [ ), 1997, shall bear interest at the following rates per annum and shall mature on June 1 in the following years in the following amounts: Maturity Date Principal Interest (June 1) Amount Rate [ 1 Interest on the 1997 Series B Junior Bonds shall be computed on the basis of a year of 360 days comprised of twelve 30-day months and shall be payable on [December 1„ 19971 and semiannually thereafter on June 1 and December 1 of each year until maturity by check mailed or, as provided in Section 32.15(E) hereof and upon the written request of any Owner of $1,000,000 or more in aggregate principal amount of Junior Bond Obligation who has provided the Trustee with wire transfer instructions by the record date, by wire transfer on each interest payment date to the Owner thereof as of the close LAI-740354.V10v. V9 51 04/26/97 Wow i 000223 of business on the fifteenth (15th) day of the calendar month immediately preceding such interest payment date. The principal of and premium, if any, on the 1997 Series B Junior Bonds are payable when due upon presentation thereof at the corporate trust office of the Trustee in Los Angeles, California, in lawful money of the United States of America. The Trustee shall provide CUSIP number identification, with appropriate dollar amounts for each CUSIP number, on all redemption payments and interest payments, whether by check or by wire transfer. SECTION 32.02. Redemption of 1997 Series B Junior Bonds. (A) The 1997 Series B Junior Bonds maturing on or before June 1, [ ] shall not be subject to redemption prior to their respective stated maturities. The 1997 Series B Junior Bonds maturing on or after June 1, [ ] shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part on any date (by such maturities as may be specified by the Commission and by lot within a maturity), on or after June 1, [ ] at the following redemption prices (computed upon the principal amount of 1997 Series B Junior Bonds called for redemption), plus accrued interest to the date fixed for redemption: Junior Junior Redemption Period Redemption (Both Dates Inclusive) Price June 1, [ ] through May 31, [ ] 102% June 1, [ ] through May 31, [ ] 101 June 1, [ ] and thereafter 100 (B) The 1997 Series B Junior Bonds maturing on June 1, [ ] shall also be subject to redemption prior to their stated maturity, in part, by lot, from Junior Mandatory Sinking Account Payments required by and as specified in Section 32.07, on any June 1 on or after June 1, [ ], at the principal amount thereof plus accrued interest thereon.to the date fixed for redemption, without premium. SECTION 32.03. Selection of Junior Bonds for Redemption. Whenever provision is made in this Fifth Supplemental Indenture for the redemption of less than all of the 1997 Series B Junior Bonds of any maturity (and interest rate) thereof the Trustee shall select the 1997 Series B Junior Bonds to be redeemed from all 1997 Series B Junior Bonds of the respective maturity (and interest rate) not previously called for redemption, in minimum denominations of $5,000 in principal amount, by lot in any manner which the Trustee in its sole discretion shall deem appropriate and fair. The Trustee shall promptly notify the Commission in writing of the 1997 Series B Junior Bonds so selected for redemption. LAI-740354.M v. V9 52 04/26/97 • • • 000229 • • • SECTION 32.04. Notice of Redemption. The Commission shall notify the Trustee at least forty-five (45) days prior to the redemption of Junior Bonds pursuant to Section 32.02 hereof. Notice of redemption shall be mailed by the Trustee, not less than thirty (30) nor more than sixty (60) days prior to the redemption date (i) to the respective Owners of any 1997 Series B Junior Bonds designated for redemption at their addresses appearing on the bond registration books of the Trustee by first-class mail, (ii) to the Securities Depositories by registered or certified mail, return receipt requested, or by some other confirmable delivery method, and (iii) to two or more Information Services by first-class mail. Notice of redemption shall be given in the form and in accordance with the terms of the Indenture. The Trustee shall mail an additional copy of such notice of redemption to any Bondowner who has not surrendered its 1997 Series B Junior Bonds called for redemption within sixty (60) days after the redemption date. SECTION 32.05. Partial Redemption of Junior Bonds. Upon surrender of any 1997 Series B Junior Bond redeemed in part only, the Commission shall execute and the Trustee shall authenticate and deliver to the Owner thereof, at the expense of the Commission, a new 1997 Series B Junior Bond of authorized denominations, and of the same maturity, interest payment dates and interest rate, equal in aggregate principal amount to the unredeemed portion of the 1997 Series B Junior Bond surrendered. SECTION 32.06. Effect of Redemption. Notice of redemption having been duly given as aforesaid, and moneys for payment of the Junior Redemption Price of, together with interest accrued to the redemption date on, the 1997 Series B Junior Bonds (or portions thereof) so called for redemption being held by the Trustee, on the redemption date designated in such notice, the 1997 Series B Junior Bonds (or portions thereof) so called for redemption shall become due and payable at the Junior Redemption Price specified in such notice (together with interest accrued thereon to the date fixed for redemption), interest on the 1997 Series B Junior Bonds so called for redemption shall cease to accrue, said 1997 Series B Junior Bonds (or portions thereof) . shall cease to be entitled to any benefit or security under the Indenture or this Fifth Supplemental Indenture, and the Owners of said 1997 Series B Junior Bonds shallhave no rights in respect thereof except to receive payment of said Junior Redemption Price and accrued interest. All 1997 Series B Junior Bonds redeemed pursuant to the provisions of this Section 32.06 shall be cancelled upon surrender thereof and destroyed. SECTION 32.07. 1997 Series B Junior Sinking Account. An account is hereby established within the Junior Principal Fund created by Section 26.04 hereof to be designated the "1997 Series B Junior Sinking Account." On each Business Day prior to the following dates, the Trustee shall transfer the designated amount of the following payments from the Junior Principal Fund to the 1997 Series B Junior Sinking Account: LAI-740354.V10v. V9 53 04/26/97 000230 Junior Mandatory Junior Sinking Account Mandatory Payment Dates Sinking Account (June 1) Payments [ ] $[ ] [ l [ l [ ] [ l [ l [ ] [ ] (maturity) [ l Moneys in the 1997 Series B Junior Sinking Account shall be applied as provided in Section 26.04(B) hereof. All 1997 Series B Junior Bonds purchased from a Sinking Account or deposited by the Commission (as provided in Section 26.04(B) hereof) in a twelve-month period ending May 31 shall be allocated first to the next succeeding Junior Mandatory Sinking Account Payment required by this Section 32.07, and then as a credit against such future Junior Mandatory Sinking Account Payments as may be specified in a Request of the Commission. SECTION 32.08. Form of 1997 Series B Junior Bonds. The 1997 Series B Junior Bonds and the certificate of authentication and registration to be executed thereon shall be in substantially the forms set forth as Exhibit A hereto. The 1997 Series B Junior Bond numbers, maturity dates, interest payment dates and interest rates shall be inserted therein in conformity with Section 32.01. SECTION 32.09. Issuance of 1997 Series B Junior Bonds. At any time after the execution and delivery of this Fifth Supplemental Indenture, the Commission may execute and the Trustee shall authenticate and deliver the 1997 Series B Junior Bonds in an aggregate amount not to exceed $[ ] in Junior Bond Obligation upon the order of the Commission, but only upon the receipt by the Trustee of: (1) An executed copy of this Fifth Supplemental Indenture authorizing the issuance of the 1997 Series B Junior Bonds; (2) A Certificate of the Commission stating that no Junior Event of Default has occurred and is now continuing; (3) An Opinion of Bond Counsel to the effect that the execution of this Fifth Supplemental Indenture has been duly authorized by the Commission in accordance with the Indenture; that the 1997 Series B Junior Bonds, when duly executed by the Commission and authenticated and delivered by the Trustee, will be valid and binding limited obligations of the Commission; and that upon the delivery of the 1997 Series B Junior Bonds the aggregate principal amount of Junior Bonds then Outstanding will not exceed the amount permitted by law or by the Indenture; LA1-740354.V10 v. V9 54 04/26/97 • • 0023/ (4) A Certificate of an independent certified public accountant certifying (on the basis of calculations as of the date of sale of the 1997 Series B Junior Bonds) that the amount of Revenues received from any period of twelve (12) consecutive months during the eighteen (18) months immediately preceding the date hereof have been at least equal to [1.0] times the amount of Maximum Annual Debt Service on all Series of Bonds and Parity Debt Outstanding plus Maximum Annual Junior Debt service on all Series of Junior Bonds and Junior Parity Debt Outstanding following the issuance of the 1997 Series B Junior Bonds; (5) A Certificate of the Commission stating that, subject to the provisions of Section 26.05 hereof, this Fifth Supplemental Indenture shall require that the Subordinated Obligation Reserve Fund, forthwith upon the receipt of the proceeds of the sale of 1997 Series B Junior Bonds, be increased by the addition of a bond reserve account within the Subordinated Obligation Reserve Fund which is funded in an amount at least equal to the Junior Bond Reserve Requirement with respect to the 1997 Series B Junior Bonds. Said deposit may be made from the proceeds of the sale of 1997 Series B Junior Bonds or from other funds of the Commission or from both such sources or in the form of a letter of credit or surety bond or insurance policy as described in Section 26.05; (6) A Certificate of the Commission or of an independent certified public accountant that upon delivery of the 1997 Series B Junior Bonds, the aggregate principal amount of Bonds and Junior Bonds then Outstanding will not exceed the amount permitted by Law or Section 240308(b) of the Public Utilities Code of the State; (7) A Certificate of the Commission, if appropriate, designating any Excluded Junior Principal Payments; (8) Written consent from the 1996 Insurer to the supplement of the Third Indenture and to the issuance of the 1997 Series B Junior Bonds. (9) Written consent from the 1997 Series B Insurer ...] SECTION 32.10. Application of Proceeds of 1997 Series B Junior Bonds. Upon issuance of the 1997 Series B Junior Bonds, the proceeds of the sale of the 1997 Series B Junior Bonds shall be deposited with the Trustee, and such proceeds, together with certain other monies as set forth below, shall be applied, transferred or set aside by the Trustee as follows: (i) . Out of the proceeds from the sale of the 1997 Series B Junior Bonds, the Trustee shall deposit in the Junior Interest Fund (created by Section 26.02 hereof) the amount of $[ ], which represents interest accrued on the 1997 Series B Junior Bonds to the date of delivery thereof; LA1-740354.V10v. V9 55 04/26/97 000232 (ii) The Trustee shall deposit in the 1997 Series B Junior Reserve Account of the Subordinated Obligation Reserve Fund established pursuant to Section 32.11 hereof an amount equal to the Junior Bond Reserve Requirement with respect to the 1997 Series B Junior Bonds; (iii) The Trustee shall deposit in the 1997 Series B Commercial Paper Note Payment Fund established pursuant to Section 32.12 hereof the amount of $[ ]; (iv) The Trustee shall deposit in the 1997 Series B Project Fund established pursuant to Section 32.13 hereof the amount of $[ ]; and (v) The Trustee shall deposit any and all remaining proceeds in the 1997 Series B Junior Bonds Costs of Issuance Fund established pursuant to Section 32.14 hereof. SECTION 32.11. Establishment and Application of 1997 Series B Junior Bonds Reserve Account in Subordinated Obligation Reserve Fund. The Trustee shall establish, maintain and hold in trust a separate account within the Subordinated Obligation Reserve Fund designated as the "1997 Series B Junior Bonds Reserve Account." Such account is established to facilitate the Commission in calculating and accounting for the amount of earnings upon the portion of the Subordinated Obligation Reserve Fund relating to the 1997 Series B Junior Bonds, in order to comply with the tax covenants set forth in Sections 27.08 and 27.09 hereof and the Nonarbitrage Certificate for the 1997 Series B Junior Bonds, but for all other purposes shall be held, invested and used as an integral part of the Subordinated Obligation Reserve Fund as provided in Section 26.05 hereof. SECTION 32.12. Establishment and Application of 1997 Series B Commercial Paper Note Payment Fund. The Trustee shall establish, maintain and hold in trust a fund separate and apart from the trust estate created by the Indenture desig- nated as the "1997 Series B Commercial Paper Note Payment Fund." (,*u t .0 :44Wof delivery of the ;1.99'7 Series l d nalheiT ch l €e 1 97 Serre$43 Junior Bond proceeds xd er aunts ' >MMetct 1 Paper Note Pa a 11%0i� t� �r+averMiient �� tia s�i�_ f an �frtt C hereto; all of which mta�re Q�t Saar :bed _ (the " �: awe fie' . v .::... y and earnings Bte:: B Ga��ae � Papery l i t #> ' d ....:. deemed tt it . . �` des Cti er spar ra nd. In addition to the proceeds of the 1997 Series B Junior Bonds to be deposited pursuant to Section 32.10(iii) hereof, the Commission shall also deposit in the 1997 Series B .r Commercial Paper Note Payment Fund, pursuant to the Nonarbitrage Certificate with respect to the 1997 Series B Junior Bonds, the amount of $[ ], which represents the remaining proceeds of the Commission's Commercial Paper Notes. Al The Government abligg004the r*eds rec004. 00;:. in .the 1997 Series B Commercial Paper Note Payment Fund shall be deemed irrevocably pledged solely to pay the principal, premium, if any, and interest with respect to the Commercial 56 • • • LAI-740354.V1U v. V9 04/26/97 000233 • • Paper Notes. The owners of the Commercial Paper Notes are hereby granted a first priority pledge of and lien on all deposits in the 1997 Series B Commercial Paper Note Payment Fund. Amounts in the 1997 Series B Commercial Paper Note Payment Fund shall be withdrawn and placed in the Issuing and Paying Agent Fund by the Trustee on the dates, at the times and in the amounts set forth on Exhibit " D. The Trustee, as Issuing and Paying Agent for the Commercial Paper Notes, shall pay the purchase price of the maturing Commercial Paper Notes from the Issuing and Paying Agent Fund. Amounts remaining in the 1997 Series B Commercial Paper Note Payment Fund after such payment in full shall be immediately transferred to the [Subordinated Obligation Fund]. SECTION 32.13. Establishment and Application of 1997 Series B Project Fund. (A) The Trustee shall establish, maintain and hold in a trust a separate fund designated as the "1997 Series B Project Fund." The moneys in the 1997 Series B Project Fund shall be used and withdrawn by the Trustee to pay the costs of the Project and the Costs of Issuance of the 1997 Series B Junior Bonds. All investment earnings on any funds held by the Trustee in the 1997 Series B Project Fund shall be deposited in the 1997 Series B Project Fund unless directed by the Commission to be deposited in the Junior Rebate Fund. (B) Before any payment from the 1997 Series B Project Fund shall be made, the Commission shall file or cause to be filed with the Trustee a Requisition of the Commission stating (i) the item number of such payment; (ii) the name and address of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; (v) that obligations in the stated amounts have been incurred by the Commission or a constituent thereof and are presently due and payable and that each item thereof is a proper charge against the 1997 Series B Project Fund and has not been previously paid from said fund, and (vi) that there has not been filed with or served upon the Commission notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the amounts payable to any of the persons named in such Requisition, which has not been released or will not be released simultaneously with the payment of such obligation, other than materialmen's or mechanics' liens accruing by mere operation of law. Upon receipt of each such Requisition, the Trustee shall pay the amount set forth in such Requisition as directed by the terms thereof out of the 1997 Series B Project Fund. The Trustee need not make any such payment if it has received notice of any lien, right to lien or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. The Trustee shall not incur any liability for any disbursement from the 1997 Series B Project Fund made in reliance upon any Requisition. LAI-740334.V10 v. V9 57 04/26/97 00023,1 (C) The Commission shall have the discretion to determine when to close the 1997 Series B Project Fund. Upon any such determination, a Certificate of the Commission shall be delivered to the Trustee by the Commission that the Trustee is to transfer the remaining balance in the 1997 Series B Project Fund, less any amounts which the Commission specifies in said Certificate to be retained in such Fund, to the Junior Redemption Fund and apply such funds to the purchase or redemption of maturities of 1997 Series B Junior Bonds designated by the Commission and the Trustee. Upon the receipt of such Certificate, the Trustee shall transfer any remaining balance in the 1997 Series B Project Fund, less any amounts which the Commission specifies in such Certificate to be retained in such Fund, to the Junior Redemption Fund to be used for the purchase or redemption of 1997 Series B Junior Bonds as soon as practicable in accordance with the foregoing Certificate and the terms and conditions of the Indenture. SECTION 32.14. Establishment and Application of 1997 Series B Junior Bonds Costs of Issuance Fund. (A) The Trustee shall establish, maintain and hold in trust a separate fund designated. as the "1997 Series B Junior Bonds Costs of Issuance Fund." Amounts in the 1997 Series B Junior Bonds Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the 1997 Series B Junior Bonds. Any remaining funds in the 1997 Series B Junior Bonds Cost of Issuance Fund after payment of all Costs of Issuance (as certified by the Commission) shall be transferred to the Subordinated Obligation Fund and applied by the Trustee to the payment of interest on the 1997 Series B Junior Bonds on the next interest payment date therefor. (B) Before any payment from the 1997 Series B Junior Bonds Costs of Issuance Fund shall be made, the Commission shall file or cause to be filed with the Trustee a Requisition of the Commission stating (i) the item number of such payment; (ii) the name and address of the person to whom each such payment is due, which may be the Commission in the case of reimbursement for costs theretofore paid by the Commission; (iii) the respective amounts to be paid; (iv) the purpose by general classification for which each obligation to be paid was incurred; and (v) that obligations in the stated amounts have been incurred by the Commission or a constituent thereof and are presently due and payable and that each item thereof is a proper charge against the 1997 Series B Junior Bonds Costs of Issuance Fund and has not been previously paid from said fund. (C) Upon receipt of each Requisition described in paragraph (B) above, the Trustee shall pay the amount set forth in such Requisition as directed by the terms thereof out of the 1997 Series B Junior Bonds Costs of Issuance Fund. The Trustee need not make any such payment if it has received notice of any lien, right to lienn' or attachment upon, or claim affecting the right to receive payment of, any of the moneys to be so paid, which has not been released or will not be released simultaneously with such payment. The Trustee shall not incur any liability for any disbursement from the 1997 Series B Junior Bonds Costs of Issuance Fund made in reliance upon any Requisition. LA1-740354.V10 v. V9 58 04/26/97 • • • 000235 • • • SECTION 32.15. Use of Depository. Notwithstanding any provision of the Indenture or this Fifth Supplemental Indenture to the contrary: (A) The 1997 Series B Junior Bonds shall be initially issued as provided in Section 32.01. Registered ownership of the 1997 Series B Junior Bonds, or any portions thereof, may not thereafter be transferred except: (i) To any successor of The Depository Trust Company or its nominee, or to any substitute depository designated pursuant to clause (ii) of this subsection (A) (a "substitute depository"); provided that any successor of The Depository Trust Company or a substitute depository shall be qualified under any applicable laws to provide the service hereunder proposed to be provided by it; (ii) To any substitute depository upon (1) the resignation of The Depository Trust Company or its successor (or any substitute depository or its successor) from its functions as depository, or (2) a determination by the Commission that The Depository Trust Company or its successor (or any substitute depository or its successor) is no longer able to carry out its functions as depository; provided that any such substitute depository shall be qualified under any applicable laws to provide the services hereunder proposed to be provided by it; or (iii) To any person as provided below, upon (1) the resignation of The Depository Trust Company or its successor (or substitute depository or its successor) from its functions as depository; provided that no substitute depository which is not objected to by the Trustee can be obtained, or (2) a determination by the Commission that it is in the best interests of the Commission to remove The Depository Trust Company or its successor (or any substitute depository or its successor) from its function as depository. (B) In the case of any transfer pursuant to clause (i) or clause (ii) of Section 32.15(A) above, upon receipt of all Outstanding 1997 Series B Junior Bonds by the Trustee, together with a Certificate of the Commission to the Trustee, a single new 1997 Series B Junior Bond for each maturity shall be executed and delivered, registered in the name of such successor or such substitute depository, or their nominees, as the case may be, all as specified in such Certificate of the Commission. In the case of any transfer pursuant to clause (iii) of Section 32.09(A) above, upon receipt of all Outstanding 1997 Series B Junior Bonds by the Trustee together with a Certificate of the Commission to the Trustee, new 1997 Series B Junior Bonds shall be executed and delivered in such denominations and registered in the names of such persons as are requested in such a Certificate of the Commission, subject to the limitations of Section 31.01 hereof; provided the Trustee shall not be required to deliver such new 1997 Series B Junior Bonds within a period less than sixty (60) days from the date of receipt of such a Certificate of the Commission. (C) In the case of partial redemption, cancellation or an advance refunding of any 1997 Series B Junior Bonds evidencing all or a portion of the principal maturing LAI-740354.V10v. V9 59 04/26/97 ,.. i 000236 in a particular year, The Depository Trust Company shall make an appropriate notation on the 1997 Series B Junior Bonds indicating the date and amounts of such reduction in principal, in form acceptable to the Trustee. (D) The Commission and the Trustee shall be entitled to treat the person in whose name any 1997 Series B Junior Bond is registered as the Bondholder thereof for all purposes of the Indenture, this Fifth Supplemental Indenture and any applicable laws, notwithstanding any notice to the contrary received by the Trustee or the Commission; and the Commission and the Trustee shall have no responsibility for transmitting payments to, communication with, notifying, or otherwise dealing with any beneficial owners of the 1997 Series B Junior Bonds. Neither the Commission nor the ' Trustee will have any responsibility or obligations, legal or otherwise, to the beneficial owners or to any other party including The Depository Trust Company or its successor (or substitute depository or its successor), except for the Owner of any 1997 Series B Junior Bond. (E) So long as all Outstanding 1997 Series B Junior Bonds are registered in' the name of "Cede & Co." or its registered assigns, the Commission and the Trustee shall cooperate with "Cede & Co.," as sole registered Bondholder, and its registered assigns in effecting payment of the principal of, redemption premium, if any, and interest, as applicable, on the 1997 Series B Junior Bonds by arranging for payment in such manner that funds for such payments are properly identified and are made immediately available on the date they are due. SECTION 32.16. Terms of 1997 Series B Junior Bonds Subject to the Indenture. Except as expressly provided in this Fifth Supplemental Indenture, every term and condition contained in the Indenture shall apply to this Fifth Supplemental Indenture and to the 1997 Series B Junior Bonds with the same force and effect as if the same were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Fifth Supplemental Indenture. This Fifth Supplemental Indenture and all the terms and provisions herein contained shall form part of the Indenture as fully and with the same effect as if all such terms and provisions had been set forth in the Indenture. The Indenture is hereby confirmed and shall continue in full force and effect in accordance with the terms and provisions thereof, as supplemented and amended hereby. L.A I-74O334. V IO v. V9 60 04/26/97 • • • 000237 • • • [ARTICLE XXXIII PROVISIONS RELATING TO INSURER] SECTION 33.01. 1997 Series B Insurance Policy Payments. (A) If, on the third day preceding any interest payment date for the 1997 Series B Junior Bonds there is not on deposit with the Trustee sufficient moneys available to pay all principal of and interest on the 1997 Series B Junior Bonds due on such date, the Trustee shall immediately notify the 1997 Series B Insurer and ] or its successor as its Fiscal Agent (the "Fiscal Agent") of the amount of such deficiency. If, by said interest payment date, the Commission has not provided the amount of such deficiency, the Trustee shall simultaneously make available to the 1997 Series B Insurer and to the Fiscal Agent the registration books for the 1997 Series B Junior Bonds maintained by the Trustee. In addition: (i) The Trustee shall provide the 1997 Series B Insurer with a list of the 1997 Series B Junior Bondholders entitled to receive principal or interest payments from the 1997 Series B Insurer under the terms of the 1997 Series B Insurance Policy and shall make arrangements for the 1997 Series B Insurer and its Fiscal Agent (1) to mail checks or drafts to 1997 Series B Junior Bondholders entitled to receive full or partial interest payments from the 1997 Series B Insurer and (2) to pay principal of the 1997 Series B Junior Bonds surrendered to the Fiscal Agent by the 1997 Series B Junior Bondholders entitled to receive full or partial principal payments from the 1997 Series B Insurer; and (ii) The Trustee shall, at the time it makes the registration books available to the 1997 Series B Insurer pursuant to (i) above, notify 1997 Series B Junior Bondholders entitled to receive the payment of principal of or interest on the 1997 Series B Junior Bonds from the 1997 Series B Insurer (1) as to the fact of such entitlement, (2) that the 1997 Series B Insurer will remit to them all or part of the interest payments coming due- subject to the terms of the 1997 Series B Insurance Policy, (3) that, except as provided in paragraph (B) below, in the event that any 1997 Series $ Junior Bondholder is entitled to receive full payment of principal from the 1997 Series B Insurer, such 1997 Series B Junior Bondholder must tender his 1997 Series B Junior Bond with the instrument of transfer in the form provided on the 1997 Series B Junior Bond executed in the name of the 1997 Series B Insurer, and (4) that, except as provided in paragraph (B) below, in the event that such 1997 Series B Junior Bondholder is entitled to receive partial payment of principal from the 1997 Series B Insurer, such 1997 Series B Junior Bondholder must tender, his 1997 Series B Junior Bond for payment first to the Trustee, which shall note on such 1997 Series B Junior Bond the portion of principal paid by the Trustee, and then, with an acceptable form of assignment executed in the name of the 1997 Series B Insurer, to the Fiscal Agent, which will then pay the unpaid portion of principal to the 1997 Series B Junior Bondholder subject to the terms of the 1997 Series B Insurance Policy. LA 1.740354. V 10 v. V9 61 04/26/97 • 000238 (B) In the event that a responsible officer of the Trustee has actual notice that any payment of principal of or interest on a 1997 Series B Junior Bond has been recovered from a 1997 Series B Junior Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, non -appealable order of a court having competent jurisdiction, the Trustee shall, at the time it provides notice to the 1997 Series B Insurer, notify all 1997 Series B Junior Bondholders that in the event that any 1997 Series B Junior Bondholder's payment is so recovered, such 1997 Series B Junior Bondholder will be entitled to payment from the 1997 Series B Insurer to the extent of such recovery, and the Trustee shall furnish to the 1997 Series B Insurer its records evidencing the payments of principal of and interest on the 1997 Series B Junior Bonds which have been made by the Trustee and subsequently recovered from 1997 Series B Junior Bondholders, and the dates on which such payments were made. (C) The 1997 Series B Insurer shall, to the extent it makes payment of principal of or interest on the 1997 Series B Junior Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the 1997 Series B Insurance Policy and, to evidence such subrogation, (1) in the case of subrogation as to claims for past due interest, the Trustee shall note the 1997 Series B Insurer's rights as subrogee on the registration books maintained by the Trustee upon receipt from the 1997 Series B Insurer of proof of the payment of interest thereon to the Bondholders of such 1997 Series B Junior Bonds and (2) in the case of subrogation as to claims for past due principal, the Trustee shall note the 1997 Series B Insurer's rights as subrogee on the registration books for the 1997 Series B Junior Bonds. Notwithstanding anything in this Fifth Supplemental Indenture or the 1997 Series B Junior Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the 1997 Series B Insurer to the extent that the 1997 Series B Insurer is a subrogee with respect thereto. SECTION 33.02. Consent of 1997 Series B Insurer. (A) Any amendment or supplement to this Fifth Supplemental Indenture or the Indenture may not be adopted or executed without the prior written consent of the 1997 Series B Insurer. In addition, the Commission shall provide any rating agency rating the 1997 Series B Junior Bonds with notice of any such amendment and a copy thereof at least fifteen (15) days in advance of its execution or adoption. Further, the Commission shall provide the 1997 Series B Insurer with a full transcript of all proceedings relating to the execution of any such supplement. (B) Any successor Trustee or co -Trustee under the Indenture must have combined capital, surplus and undivided profits of at least $50 million, unless the 1997 Series B Insurer shall otherwise approve. No resignation or removal of the Trustee shall become effective until a successor has been appointed and has accepted the duties of Trustee. The 1997 Series B Insurer shall be furnished with written notice of the resignation or removal of the Trustee and the appointment of any successor thereto. LA1-740334.V10 v. V9 62 04/26/97 • • • 000239 • • (C) Anything in the Indenture to the contrary notwithstanding, upon the occurrence and continuance of an Junior Event of Default, the 1997 Series B Insurer shall (1) be deemed to be the sole holder of the 1997 Series B Junior Bonds it has insured (except for purposes of the giving of notice of default to Bondholders) for so long as it has not failed to comply with its payment obligations under the 1997 Series B Insurance Policy and (2) be included as a party in interest and as a party entitled to (i) notify the Commission, the Trustee, if any, or any applicable receiver of the occurrences of an Junior Event of Default and (ii) subject to Article XXIX of the Indenture, request the Trustee or receiver to intervene in judicial proceedings that affect the 1997 Series B Junior Bonds or the security therefor. The Trustee or receiver shall be required to accept notice of default from the 1997 Series B Insurer. In determining whether a payment default has occurred or whether a payment on the 1997 Series B Junior Bonds has been made, no effect shall be given to payments under the 1997 Series B Insurance Policy. (D) With respect only to the proceeds of the 1997 Series B Junior Bonds and the earnings thereon on deposit in any of the funds or accounts established under the Indenture, the term "Investment Securities" as used in the Indenture shall mean those investments specified in Exhibit B hereto. The Trustee shall value the investments in any fund or account under the Indenture relating to the 1997 Series B Junior Bonds as frequently as deemed necessary by the 1997 Series B Insurer, but not less often than annually (nor more frequently than monthly) at market value thereof, exclusive of accrued interest. Deficiencies in the amount on deposit in any such fund or account resulting from a decline in market value shall be restored by the Commission no later than the succeeding valuation date. (E) Any credit instrument provided in lieu of a cash deposit into the 1997 Series B Junior Bonds Reserve Account of the Subordinated Obligation Reserve Fund shall be provided by the 1997 Series B Insurer or otherwise meet its requirements. (F) Any acceleration of the 1997 Series B Junior Bonds or any annulment thereof shall be subject to the prior written consent of the 1997 Series B Insurer. (G) In addition to the requirements of Article XXXI of the Indenture, only cash, direct non -callable obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, Refcorp interest strips, CATS, TIGRS, STRPS, or defeased municipal bonds rated AAA by Standard & Poor's or Aaa by Moody's (or any combination thereof) shall be used to effect defeasance of the 1997 Series B Junior Bonds unless the 1997 Series B Insurer otherwise approves. In the event of an advance refunding, the Commission shall cause to be delivered a verification report of an independent nationally recognized certified public accountant to the 1997 Series B Insurer and the Trustee. If a forward supply contract is employed in connection with the refunding, (i) such verification report shall expressly state that the adequacy of the escrow to accomplish the refunding project relies solely on the initial escrowed investments and the maturing principal thereof and interest income thereon and does not LAI-740354.V10v. V9 �• .� 441. 63 04/26/97 000240 assume performance under or compliance with the forward supply contract, and (ii) the applicable escrow agreement shall provide that in the event of any discrepancy or difference between the terms of the forward supply contract and the escrow agreement, the terms of the escrow agreement shall be controlling. (H) No consent, right or other privilege granted to the 1997 Series B Insurer herein or in the Indenture shall be effective if the 1997 Series B Insurance Policy is no longer in full force and effect or if the 1997 Series B Insurer is in default in its obligations thereunder. SECTION 33.03. Matters Relating to the 1997 Series B Reserve Policy. (A) The Commission's repayment of any draws under the 1997 Series B Reserve Policy and related reasonable expenses incurred by the 1997 Series B Insurer in connection therewith (together with interest thereon at a rate equal to the lower of (i) the prime rate of Morgan Guaranty Trust Company of New York in effect from time to time plus 2% per annum and (ii) the highest rate permitted by law) shall enjoy the same priority as the obligation to maintain and refill the 1997 Series B Junior Bonds Reserve Account under the Indenture. Repayment of draws, expenses and accrued interest (collectively, "Policy Costs") shall commence in the first month following each draw, and each such monthly payment shall be in an amount at least equal to 1/12 of the aggregate of Policy Costs related to such draw. If and to the extent that cash has also been deposited in the 1997 Series B Junior Bonds Reserve Account, all such cash shall be used (or investments purchased with such cash shall be liquidated and the proceeds applied as required) prior to any drawing under the 1997 Series B Reserve Policy, and repayment of any Policy Costs shall be made prior to replenishment of any such cash amounts. If, in addition to the 1997 Series B Reserve Policy, any other reserve fund substitute instrument ("Additional Reserve Policy") is provided, drawings under the 1997 Series B Reserve Policy and any such Additional Reserve Policy, and repayment of Policy Costs and reimbursement of amounts due under the Additional Reserve Policy, shall be made on a pro rata basis (calculated by reference to the maximum amounts available thereunder) after applying all available cash in the 1997 Series B Junior Bonds Reserve Account and prior to replenishment of any such cash draws, respectively. (B) . If the Commission shall fail to repay any Policy Costs in accordance with the requirements of paragraph (A) above, the 1997 Series B Insurer shall be entitled to exercise any and all remedies available at law or under the Fifth Supplemental Indenture other than (i) acceleration of the maturity of the 1997 Series B Junior Bonds or (ii) remedies which would adversely affect 1997 Series B Junior Bondholders. (C) The Indenture shall not be discharged until all Policy Costs owing to the 1997 Series B Insurer shall have been paid in full. (D) As security for the Commission's repayment obligations with respect to the 1997 Series B Reserve Policy, the 1997 Series B Insurer is hereby granted a security LA I -740354.V10 v. V9 64 04/26/97 000241 • • interest (subordinate only to that of the Bondholders and the Trustee's right to payment under Section 28.02 of the Indenture) in all revenues and collateral pledged as security for the 1997 Series B Junior Bonds. (E) If the Commission proposes to issue any additional Series of Junior Bonds, other than refunding Junior Bonds, after the issuance of the 1997 Series B Junior Bonds pursuant to Section 24.01 of the Indenture, the Commission must then be able to demonstrate that its Revenues are or will be sufficient to provide for at least one times coverage of the Commission's obligations with respect to repayment of any Policy Costs then due and owing. In addition, no such additional Junior Bonds may be issued without the 1997 Series B Insurer's prior written consent (which consent shall not be unreasonably withheld) if any Policy Costs (which expenses shall be reasonable) are past due and owing to the 1997 Series B Insurer. (F) The Trustee shall ascertain the necessity for a claim upon the 1997 Series B Reserve Policy and provide notice to 1997 Series B Insurer in accordance with the terms of the 1997 Series B Reserve Policy at least two business days prior to each interest payment date. SECTION 33.04. Notices to 1997 Series B Insurer. (A) While the 1997 Series B Insurance Policy is in full force and effect, the Commission shall furnish to the 1997 Series B Insurer: (i) within 180 days after the end of each of the Commission's Fiscal Years, budget for the new year, annual audited financial statements, a statement of the amount on deposit in the 1997 Series B Junior Bonds Reserve Account of the Subordinated Obligation Reserve Fund as of the last valuation, and, if not presented in the audited financial statements, a statement of the tax revenues pledged to payment of Junior Bonds in each such Fiscal Year; (ii) official statement or other disclosure, if any, prepared in . connection.with the issuance of additional debt, whether or not it is on parity with the 1997 Series B Junior Bonds within 30 days after the sale thereof; (iii) notice of any draw upon or deficiency due to market fluctuation in the amount, if any, on deposit in the 1997 Series B Junior Bonds Reserve Account of the Subordinated Obligation Reserve Fund; (iv) notice of the redemption, other than mandatory sinking fund redemption, of any of the 1997 Series B Junior Bonds, or any advance refunding of the 1997 Series B Junior Bonds, including the principal amount, maturities and CUSIP numbers thereof; and, (v) such additional information as the 1997 Series B Insurer may reasonably request from time to time. LAI-740354.V10v. V9 65 04/26/97 000242 (B) The 1997 Series B Insurer shall receive immediate notice of any payment default and notice of any other default under the Indenture actually known to a responsible officer of the Trustee or Commission within 30 days of such officer's knowledge thereof. (C) For purposes of any notices to be sent to the 1997 Series B Insurer and the Fiscal Agent, the addresses of such parties (unless otherwise designated by them) shall be as follows: ARTICLE XXXIV GENERAL PROVISIONS SECTION 34.01. Continuing Disclosure. The Commission hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Agreement. Notwithstanding any other provision of the Indenture, failure of the Commission to comply with the Continuing Disclosure Agreement shall not be considered an Junior Event of Default; however, any Bondholder or Beneficial Owner of a 1997 Series B Junior Bond may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Commission to comply with its obligations under this Section. For purposes of this Section, "Beneficial Owner" means any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any 1997 Series B Junior Bonds (including persons holding 1997 Series B Junior Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any 1997 Series B Junior Bonds for federal income tax purposes. SECTION 34.02. Liability of Commission Limited to Junior Revenues. Notwithstanding anything contained in this Fifth Supplemental Indenture or in the Junior Bonds, the Commission shall not be required to advance any moneys derived from any source other than the Junior Revenues and other assets pledged hereunder for anF of the purposes mentioned in this Fifth Supplemental Indenture, whether for the payment of the principal or Junior Redemption Price of or interest on the Junior Bonds or for any other purpose of this Fifth Supplemental Indenture. SECTION 34.03. Successor Is Deemed Included in All References to Predecessor. Whenever in this Fifth Supplemental Indenture either the Commission or LA 1-740354. V IO v. V9 66 (4/26/97 • • • 000243 • • • the Trustee is named or referred to, such reference shall be deemed to include the successors or assigns thereof, and all the covenants and agreements in this Fifth Supplemental Indenture contained by or on behalf of the Commission or the Trustee shall bind and inure to the benefit of the respective successors and assigns thereof whether so expressed or not. SECTION 34.04. Limitation of Rights to Commission. Trustee and Bondholders. Nothing in this Fifth Supplemental Indenture or in the Junior Bonds expressed or implied is intended or shall be construed to give to any person other than the Commission, the Trustee, and the Owners of the Junior Bonds and any Junior Parity Debt, any legal or equitable right, remedy or claim under or in respect of this Fifth Supplemental Indenture or any covenant, condition or provision therein or herein contained; and all such covenants, conditions and provisions are and shall be held to be for the sole and exclusive benefit of the Commission, the Trustee, and the Owners of the Junior Bonds and any Junior Parity Debt. SECTION 34.05. Waiver of Notice. Whenever in this Fifth Supplemental Indenture the giving of notice by mail or otherwise is required, the giving of such notice may be waived in writing by the person entitled to receive such notice and in any such case the giving or receipt of such notice shall not be a condition precedent to the validity of any action taken in reliance upon such waiver. SECTION 34.06. Destruction or Delivery of Cancelled Junior Bonds. Whenever in this Fifth Supplemental Indenture provision is made for the cancellation by the Trustee and the delivery to the Commission of any Junior Bonds, the Trustee may, in its sole discretion, in lieu of such cancellation and delivery, destroy such Junior Bonds, and deliver a certificate of such destruction to the Commission. SECTION 34.07. Severability of Invalid Provisions. If any one or more of the provisions contained in this Fifth Supplemental Indenture or in the Junior Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Fifth Supplemental Indenture and such invalidity, illegality or unenforceability shall not affect any other provision of this Fifth Supplemental Indenture, and this Fifth Supplemental Indenture shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Commission hereby declares that it would have adopted this Fifth Supplemental Indenture and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized .the issuance of the Junior Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Fifth Supplemental Indenture may be held illegal, invalid or unenforceable. SECTION 34.08. Notice to Commission and Trustee. Any notice to or demand upon the Trustee may be served or presented, and such demand may be made, at the Corporate Trust Office of the Trustee. Any notice to or demand upon the Commission, shall be deemed to have been sufficiently given or served for all purposes LAI-740334.V1Uv. V9 67 04/26/97 000244 by being deposited, first-class mail postage prepaid, in a post office letter box, addressed, as the case may be, to the Commission at Riverside County Transportation Commission, 3650 University Avenue, Suite 100, Riverside, California 92501, Attention: Executive Director (or such other address as may have been filed in writing by the Commission with the Trustee). SECTION 34.09. Evidence of Rights of Bondholders. Any request, consent or other instrument required or permitted by this Fifth Supplemental Indenture to be signed and executed by Bondholders may be in any number of concurrent instruments of substantially similar tenor and shall be signed or executed by such Bondholders in person or by an agent or agents duly appointed in writing. Proof of the execution of any such request, consent or other instrument or of a writing appointing any such agent, or of the holding by any person of Junior Bonds transferable by delivery, shall be sufficient for any purpose of this Fifth Supplemental Indenture and shall be conclusive in favor of the Trustee and of the Commission if made in the manner provided in this Section. The fact and date of the execution by any person of any such request, consent or other instrument or writing may be proved by the certificate of any notary public or other officer of any jurisdiction, authorized by the laws thereof to take acknowledgments of deeds, certifying that the person signing such request, consent or other instrument acknowledged to him the execution thereof, or by an affidavit of a witness of such execution duly sworn to before such notary public or other officer. The ownership of Junior Bonds shall be proved by the bond registration books held by the Trustee. The Trustee may establish a record date as of which to measure consent of the Bondowners in order to determine whether the requisite consents are received, which record date shall be conclusive and binding. Any request, consent, or other instrument or writing of the Owner of any Junior Bond shall bind every future Owner of the same Junior Bond and the Owner of . every Junior Bond issued in exchange therefor or in lieu thereof, in respect of anything done or suffered to be done by the Trustee or the Commission in accordance therewith or reliance thereon. SECTION 34.10. Disqualified Junior Bonds. In determining whether the Owners of the requisite aggregate principal amount of Junior Bonds have concurred in any demand, request, direction, consent or waiver under this Fifth Supplemental Indenture, Junior Bonds which are owned or held by or for the account of the Commission, or by any other obligor on the Junior Bonds, or by any person directly or indirectly controlling or controlled by, or under direct or indirect common contr0 with, the Commission or any other obligor on the Junior Bonds, shall be disregarded and deemed not to be Outstanding for the purpose of any such determination. Junior Bonds so owned which have been pledged in good faith may be regarded as Outstanding for the purposes of this Section if the pledgee shall establish to the satisfaction of the Trustee the pledgee's right to vote such Junior Bonds and that the pledgee is not a person directly or indirectly controlling or controlled by, or under direct or indirect common LAI-740354.V10v. V9 68 tW/26/97 gab 00024 • • • control with, the Commission or any other obligor on the Junior Bonds. In case of a dispute as to such right, any decision by the Trustee taken upon the advice of counsel shall be full protection to the Trustee. SECTION 34.11. Money Held for Particular Junior Bonds. The money held by the Trustee for the payment of the interest, principal or Junior Redemption Price due on any date with respect to particular Junior Bonds (or portions of Junior Bonds in the case of registered Junior Bonds redeemed in part only) shall, on and after such date and pending such payment, be set aside on its books and held in trust by it for the Owners of the Junior Bonds entitled thereto, subject, however, to the provisions of Section 10.04. SECTION 34.12. Funds and Accounts. Any fund required by this Fifth Supplemental Indenture to be established and maintained by the Trustee may be established and maintained in the accounting records of the Trustee, either as a fund or an account, and may, for the purposes of such records, any audits thereof and any reports or statements with respect thereto, be treated either as a fund or as an account; but all such records with respect to all such funds shall at all times be maintained in accordance with customary standards of the industry, to the extent practicable, and with due regard for the protection of the security of the Junior Bonds and the rights of every holder thereof. SECTION 34.13. Article and Section Headings and References. The headings or titles of the several Articles and Sections hereof, and any table of contents appended to copies hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Fifth Supplemental Indenture. All references herein to "Articles," "Sections" and other subdivisions are to the corresponding Articles, Sections or Subsections of this Fifth Supplemental Indenture; the words "herein," "hereof," "hereby," "hereunder" and other words of similar import refer to this Fifth Supplemental Indenture as a whole and not to any particular Article, Section or Subsection hereof; and words of the masculine gender shall mean and include words of the feminine and neuter genders. SECTION 34.14. Waiver of Personal Liability. No Board member, officer, agent or employee of the Commission or the Trustee shall be individually or personally liable for the payment of the principal or Junior Redemption Price of or interest on the Junior Bonds or be subject to any personal liability or accountability by reason of the issuance thereof; but nothing herein contained shall relieve any such Board member, officer, agent or employee of the Commission or the Trustee from the performance of any official duty provided by law or by this Fifth Supplemental Indenture. SECTION 34.15. Governing Law. This Fifth Supplemental Indenture shall be construed and governed in accordance with the laws of the State of California. SECTION 34.16. Business Day. Except as specifically set forth in a Supplemental Indenture, any payments or transfers which would otherwise become due LA I-740354. V IU v. V9 69 (W/26/97 00024E on any day which is not a Business Day shall become due or shall be made on the next succeeding Business Day. SECTION 34.17. Effective Date of Indenture. This Fifth Supplemental Indenture shall take effect upon its execution and delivery. SECTION 34.18. Execution in Counterparts. This Fifth Supplemental Indenture may be executed in several counterparts, each of which shall be deemed an original, and all of which shall constitute but one and the same instrument. LAI-740334.V10 v. V9 [Remainder of page intentionally left blank] 70 04/26/97 • • • 000247 IN WITNESS WHEREOF, the parties hereto have executed this Fifth Supplemental Indenture by their officers thereunto duly authorized as of the day and year first written above. (Seal) ATTEST: Clerk of the Riverside County Transportation Commission Approved as to form: General Counsel to the Riverside County Transportation Commission LA I-740354. V 10 v. V9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION By Executive Director FIRST TRUST OF CALIFORNIA, N.A. as Trustee By Title: Authorized Officer 71 04/NV97 4111116 000248 EXHIBIT A FORM OF 1997 SERIES B JUNIOR BOND No. $ RIVERSIDE COUNTY TRANSPORTATION COMMISSION JUNIOR SALES TAX REVENUE JUNIOR BONDS (LIMITED TAX BONDS), 1997 SERIES B Maturity Interest Rate Dated Per Annum Date CUSIP REGISTERED OWNER: Cede & Co. PRINCIPAL AMOUNT: RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly organized and existing under and pursuant to the laws of the State of California (the "Commission"), for value received, hereby promises to pay (but only out of the Junior Revenues hereinafter referred to) to the registered owner named above or registered assigns, on the maturity date specified above, the principal sum specified above together with interest thereon from the date hereof until the principal hereof shall have been paid, at the interest rate per annum specified above, payable on December 1, 1997, and semiannually thereafter on June 1 and December 1 in each year. Interest hereon is payable in lawful money of the United States of America (except as otherwise provided in the hereinafter. mentioned Indenture) by check mailed by first-class mail on each interest payment date to the registered owner as of the close of business on the 15th day of the calendar month immediately preceding such interest payment date. The principal hereof and premium, if any, hereon are payable when due upon presentation hereof at the corporate trust office of First Trust of California, National Association, as trustee (together with any successor as trustee under said Indenture, the 'Trustee"), in Los Angeles, California, in lawful money of the United States of America. This Bond is one of a duly authorized issue of Riverside County, Transportation Commission Junior Sales Tax Revenue Junior Bonds (Limited Tax Junior Bonds) (the "Junior Bonds") of the series and designation indicated on the face hereof. Said authorized issue of Junior Bonds is limited in aggregate principal amount as provided in said Indenture, and consists or may consist of one or more series of varying denominations, dates, maturities, interest rates and other provisions, as in said Indenture provided, all issued and to be issued pursuant to LA I-740354. V 10 v. V9 A-1 114/26/97 • • • 000249 the provisions of the Riverside County Transportation Sales Tax constituting Division 25 of the California Public Utilities Code (the "Law"). This Junior Bond is issued pursuant to an indenture dated as of January 1, 1991 providing for the issuance of the Junior Bonds, a first supplemental indenture dated as of January 1, 1991, a second supplemental indenture dated as of January 1, 1993, a third supplemental indenture dated as of January 1, 1996, a fourth supplemental indenture dated as of [ ), 1997, and a fifth supplemental indenture dated as of [ ], each by and between the Trustee named therein and the Commission, authorizing the issuance of the Commission's Bonds and Junior Bonds (said indenture as amended and supplemented, being the "Indenture"). Reference is hereby made to the Indenture and to the Law for a description of the terms on which the Junior Bonds are issued and to be issued, the provisions with regard to the nature and extent of the Junior Revenues (as that term is defined in the Indenture), and the rights of the registered owners of the Junior Bonds; and all the terms of the Indenture and the Law are hereby incorporated herein and constitute a contract between the Commission and the registered owner from time to time of this Bond, and to all the provisions thereof the registered owner of this Bond, by its acceptance hereof, consents and agrees. Additional Junior Bonds may be issued, and indebtedness may be incurred, on a parity with the Junior Bonds of this authorized issue, but only subject to the conditions and limitations contained in the Indenture. The Junior Bonds and the interest thereon (to the extent set forth in the Indenture), together with the Junior Parity Debt (as defined in the Indenture) hereafter issued by the Commission, and the interest thereon, are payable from, and are secured by a charge and lien on, the Revenues derived by the Commission from the transactions and use tax imposed pursuant to the Law. All of the Junior Bonds and Junior Parity Debt are equally secured by a pledge of, and charge and lien upon, all of the Junior Revenues, and the Junior Revenues constitute a trust fund for the security and payment of the interest on and principal of the Junior Bonds; but nevertheless out of Junior Revenues certain amounts may be applied for other purposes as provided in the Indenture. The Junior Bonds are limited obligations of the Commission and are payable, both as to principal and interest, and as to any premium upon the redemption thereof, out of the Junior Revenues and certain funds held by the Trustee under the Indenture. The 1997 Series B Junior Bonds maturing on or before June 1, [ ) shall not be subject to redemption prior to their respective stated maturities. The 1997 Series B Junior Bonds maturing on or after June 1, [ ` ) shall be subject to redemption prior to their respective stated maturities, at the option of the Commission, from any source of available funds, as a whole or in part on any date (by such maturities as may be specified by the Commission and by lot within a maturity), on or after June 1, [ J at the following redemption LA I-740354. V 10 v. V9 4110•1* A-2 04/26/97 G00250 prices (computed upon the principal amount of 1997 Series B Junior Bonds called for redemption), plus accrued interest to the date fixed for redemption: Junior Junior Redemption Period Redemption (Both Dates Inclusive) Price June 1, [ ] through May 31, [ ] 102% June 1, [ ] through May 31, [ ] 101 June 1, [ ] and thereafter 100 The 1997 Series B Junior Bonds maturing on June 1, [ ] shall also be subject to redemption prior to their stated maturity, in part, by lot, from Junior Mandatory Sinking Account Payments required by and as specified in the Indenture, on any June 1 on or after June 1, [ ], at the principal amount thereof plus accrued interest thereon to the date fixed for redemption, without premium. The general fund of the Commission is not liable, and the credit or taxing power of the Commission is not pledged (other than as described above), for the payment of the Junior Bonds or their interest. The Junior Bonds are not secured by a legal or equitable pledge of, or charge, lien or encumbrance upon, any of the property of the Commission or any of its income or receipts, except the Junior Revenues. No holder of this Bond shall ever have the right to compel any exercise of the taxing power of the Commission to pay this Bond or the interest hereon. This Junior Bond is transferable or exchangeable for other authorized denominations by the registered owner hereof, in person or by its attorney duly authorized in writing, at the corporate trust office of the Trustee in Los Angeles, California, but only in the manner, subject to the limitations and upon payment of the charges provided in the Indenture, and upon surrender and cancellation of this Junior Bond. Upon such transfer a new fully registered Junior Bond or Junior Bonds without coupons, of authorized denomination or denominations, of the same series, tenor, maturity and interest rate for the same aggregate principal amount will be issued to the transferee in exchange heretofore. The Commission, the Trustee and any paying agent may deem and treat the registered owner hereof as the absolute owner hereof for all purposes, and the Commission, the Trustee and any paying agent shall not be affected by any notice to the contrary. The rights and obligations of the Commission and of the holders and registered owners of the Junior Bonds may be modified or amended at any time in the manner, to the extent, and upon the terms provided in the Indenture, LAI-740354.VI0 v. V9 A-3 04/ 26/97 • 000251 • i which provide, in certain circumstances, for modifications and amendments without the consent of or notice to the registered owners of Junior Bonds. It is hereby certified and recited that any and all acts, conditions and things required to exist, to happen and to be performed, precedent to and in the incurring of the indebtedness evidenced by this Bond, and in the issuing of this Bond, do exist, have happened and have been performed in due time, form and manner, as required by the Constitution and statutes of the State of California, and that this Bond, together with all other indebtedness, of the Commission pertaining to the Junior Revenues, is within every debt and other limit prescribed by the Constitution and the statutes of the State of California, and is not in excess of the amount of Junior Bonds permitted to be issued under the Indenture or the Law. This Junior Bond shall not be entitled to any benefit under the Indenture, or become valid or obligatory for any purpose, until the certificate of authentication hereon endorsed shall have been manually signed by the Trustee. IN WITNESS WHEREOF, THE RIVERSIDE COUNTY TRANSPORTATION COMMISSION has caused this Junior Bond to be executed in its name and on its behalf by its Chairman and Auditor -Controller and countersigned by its Clerk, and the seal of the Commission to be impressed hereon, and this Junior Bond to be dated as of the 1st day of [ ] 1997. (SEAL) Attest: Clerk of the Riverside County Transportation Commission LAI-740354. V IU v. V9 RIVERSIDE COUNTY TRANSPORTATION COMMISSION By By A-4 Chairman Auditor -Controller 4r■►v 000251 [FORM OF CERTIFICATE OF AUTHENTICATION AND REGISTRATION] This is one of the Junior Bonds described in the within -mentioned Indenture and registered on the date set forth below. Dated: FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION as Trustee By Authorized Signatory [FORM OF ASSIGNMENT] For value received hereby sell, assign and transfer unto the within Junior Bond and hereby irrevocably constitute and appoint attorney, to transfer the same on the books of the Commission at the office of the Trustee, with full power of substitution in the premises. Dated: Signature Guaranteed by: LAI-740334.V10 v. V9 NOTE: The signature to this Assignment must correspond with the name on the face of the within Registered Junior Bond in every particular, without alteration or enlargement or any change whatsoever. NOTE: Signature must be guaranteed by a member firm of the New York Stock Exchange or a commercial bank or trust company. A-5 04/ 6/97 • • • 000253 • • • [EXHIBIT B] PERMI I"I ED INVESTMENT GUIDELINES (1) Direct obligations of the United States of America and securities fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America, provided, that the full faith and credit of the United States of America must be pledged to any such direct obligation or guarantee ('Direct Obligations" ); (2) Direct obligations and fully guaranteed certificates of beneficial interest of the Export -Import Bank of the United States; consolidated debt obligations and letter of credit -backed issues of the Federal Home Loan Banks; participation certificates and senior debt obligations of the Federal Home Loan Mortgage Corporation ("FHLMCs"); debentures of the Federal Housing Administration; mortgage -backed securities (except stripped mortgage securities which are valued greater than par on the portion of unpaid principal) and senior debt obligations of the Federal National Mortgage Association ("FNMAs"); participation certificates of the General Services Administration; guaranteed mortgage -backed securities and guaranteed participation certificates of the Government National Mortgage Association ("GNMAs"); guaranteed participation certificates and guaranteed pool certificates of the Small Business Administration; debt obligations and letter of credit -backed issues of the Student Loan Marketing Association; local authority bonds of the U.S. Department of Housing & Urban Development; guaranteed Title XI financings of the U.S. Maritime Administration; guaranteed transit bonds of the Washington Metropolitan Area Transit Authority; Resolution Funding Corporation securities. (3) direct obligations of any state of the United States of America or any subdivision or agency thereof whose unsecured, uninsured and unguaranteed general obligation debt is rated, at the time of purchase, "A" or better by Moody's Investors Service and "A" or better by Standard & Poor's. Corporation, or any obligation fully and unconditionally guaranteed by any state, subdivision or agency whose unsecured, uninsured and unguaranteed general obligation debt is rated, at the time of purchase, "A" or better by Moody's Investors Service and "A" or better by Standard & Poor's Corporation; (4) commercial paper (having original maturities of not more than 270 days) rated, at the time of purchase, "P-1" by Moody's Investors Service and "A-1" or better by Standard & Poor's Corporation; (5) Federal funds, unsecured certificates of deposit, time deposits or bankers acceptances (in each case having maturities of not more than 365 days) of LA1-74(1354. V 10 v. V9 B-1 04/26/97 00025/1 any domestic bank including a branch office of a foreign bank which branch office is located in the United States, provided legal opinions are received to the effect that full and timely payment of such deposit or similar obligation is enforceable against the principal office or any branch of such bank, which, at the time of purchase, has a short-term "Bank Deposit" rating of "P-1" by Moody's and a "Short -Term CD" rating of "A-1" or better by S&P. (6) deposits of any bank or savings and loan association which has combined capital, surplus and undivided profits of not less than $3 million, provided such deposits are continuously and fully insured by the Bank Insurance Fund or the Savings Association Insurance Fund of the Federal Deposit Insurance Corporation; (7) investments in money-market funds rated "AAAm" or "AAAm-G" by Standard & Poor's Corporation; (8) repurchase agreements collateralized by Direct Obligations, GNMAs, FNMAs or FHLMCs with any registered broker/dealer subject to the Securities Investors' Protection Corporation jurisdiction or any commercial bank insured by the FDIC, if such broker/dealer or bank has an uninsured, unsecured and unguaranteed obligation rated "P-1" or "A3" or better by Moody's Investors Service, and "A-1" or "A-" or better by Standard & Poor's Corporation, provided: a. a master repurchase agreement or specific written repurchase agreement governs the transaction; and b. the securities are held free and clear of any lien by the Trustee or an independent third party acting solely as agent ("Agent") for the Trustee, and such third party is (i) a Federal Reserve Bank, (ii) a bank which is a member of the Federal Deposit Insurance Corporation and which has combined capital, surplus and undivided profits of not less than $50 million or (iii) a bank approved in writing for such purpose by Financial Guaranty Insurance Company, and the Trustee shall have received written confirmation from such third party that it holds such securities, free and clear of any lien, as agent for the Trustee; and c. a perfected first security interest under the Uniform Commercial Code, or book entry procedures prescribed at 31 C.F.R. 306.1 et seq. or 31 C.F.R. 350.0 et seq. in such securities is created for the benefit of the Trustee; and d. the repurchase agreement has a term of 180 days or less, and the Trustee or the Agent will value the collateral securities no less LAI-740354.V10 v. V9 B-2 04/26/97 • • 000253 • • (9) frequently than weekly and will liquidate the collateral securities if any deficiency in the required collateral percentage is not restored within two business days of such valuation; and e. the fair market value of the securities in relation to the amount of the repurchase obligation, including principal and interest, is equal to at least 103%. Investment agreements, the issuer, form and substance of which are specifically approved by the 1997 Series B Insurer. LA1-740354. V 10 v. V9 B-3 04/?6/97 00425G, GOVOZN EXHIBrr C MEIN OBLIGATIONS C-1 t • • • 000251 • • • EXHIBIT D MIDRAWAL SCHEDULE D-1 000253 • • • PRELIMINARY OFFICIAL STATEMENT DATED , 1997 NEW ISSUE FULL BOOK -ENTRY In the opinion of O'Melveny 8 Myers, LLP, Bond Counsel, assuming the accuracy of certain representations and compliance by the Commission with certain tax covenants described herein, interest on the Bonds is excluded from gross income for federal income tax purposes under existing statutes, regulations, rulings and court decisions and, in the opinion of Bond Counsel, interest on the Bonds is exempt from personal income taxes of the State of Califomia under present State law. In addition, Bond Counsel is of the opinion that the Bonds are not private activity bonds" and, therefore, the interest on the Bonds will not be treated as a specific item of tax preference for purposes of the federal altemative minimum tax on individuals and corporations. However, the interest on the Bonds is included in the computation of certain federal taxes on corporations. See TAX EXEMPTION' herein. RIVERSIDE COUNTY TRANSPORTATION COMMISSION (California) SALES TAX REVENUE BONDS (Limited Tax Bonds), 1997 Series A JUNIOR SALES TAX REVENUE BONDS (Limited Tax Bonds), 1997 Series B Dated: 1 1997 Due: as shown below The Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series A (the "1997 Series A Bonds" ), and Junior Sales Tax Revenue Bonds (Limited Tax Bonds), 1996 Series B (the '1997 Series B Bonds')(the 1997 Series A Bonds and the 1997 Series B Bonds are collectively referred to herein as the 'Bonds') are special obligations of and secured by a pledge of the Revenues (as defined herein). The pledge of the Revenues with respect to the 1997 Series A Bonds is on a parity with the pledge of the Revenues with respect to the outstanding $ principal amount of the Commission's Sales Tax Revenue Bonds (Limited Tax Bonds), 1991 Series A (the '1991 Series A Bonds'), the Commission's outstanding $ principal amount of Sales Tax Revenue Bonds (Limited Tax Bonds), 1993 Series A (the '1993 Series A Bonds') and the Commission's outstanding $ principal amount of Sales Tax Refunding Bonds (Limited Tax Bonds), 1996 Series A (the '1996 Series A Bonds'). The pledge of the Revenues with respect to the 1997 Series B Bonds is junior and subordinate to the pledge of the Revenues with respect to the outstanding 1991 Series A Bonds, the 1993 Series A Bonds, the 1996 Series A Bonds and the 1997 Series A Bonds. Proceeds of the Bonds will be used to provide funds to pay and retire all of the outstanding principal amount of the Commissions Sales Tax Revenue Commercial Paper Notes (the "Commercial Paper Notes'), [to fund the 1997 Series A Reserve Account and the 1997 Series B Account,] to pay for transportation improvements authorized under the Riverside County Expenditure Transportation Plan and to pay costs of issuance incurred in connection with the issuance, sale and delivery of the Bonds. The Bonds will bear interest at the rates and will mature in the years and amounts as set forth below and will be initially delivered only to Cede 8 Co. as nominee of The Depository Trust Company ("DTC'). Interest on and principal of the Bonds is payable by First Trust of Califomia National Association, Los Angeles, California ( the 'Trustee" ), to DTC, which in tum is responsible for remitting such principal and interest to the DTC participants, which in tum is responsible for remitting such principal and interest to the Beneficial Owners of the Bonds as described herein. DTC will act as securities depository for the Bonds. Individual purchases will be made in book -entry only form in denominations of $5,000 and any integral multiple thereof. Purchasers of beneficial interests in the Bonds will not receive instruments representing their interests in the Bonds purchased See "BOOK - ENTRY ONLY SYSTEM." The Bonds [are][are not) subject to redemption prior to maturity as described herein. he of principa of and interest, Insurer (the"Bond 1 se er") s multanleo sly with the delivery of the Bonds. See "en IBONl be 'Dsured NSURRANby a CE." cipal bond insurance policy to be issued by Bond 'Bond Insurer's logo' NEITHER THE FAITH AND CREDIT NOR THE TAXING POVVER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE COMMISSION TO THE EXTENT OF THE PLEDGE OF REVENUES. IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, INTEREST ON, OR THE PURCHASE PRICE OF, THE BONDS. This cover page contains certain information for quick reference only. It is of a summary of this issue. Investors should read the entire Official Statement to obtain information essential to the making of an informed investment decision. Preliminary, subject to change. 000259 LA\970990071 Due ,tune 1 Amount Due une 1 Amount Interest Price or Rate Yield Interest Price or _Let Yield MATURITY SCHEDULE 1997 Series A Bonds Due Interest Price or June 1 Anna Rale Yield (plus accrued Interest from 1, 1997) MATURITY SCHEDULE S 1997 Series B Bonds Due Anti Amount Interest Price or (plus accrued interest from 1 1997) The Bonds are offered when, as and if issued, subject to the approval of legality of O'Melveny & Myers, LLP, Bond Counsel, and to the approval of certain other legal matters by Nossaman, Guthner, Knox & Elliott, LLP, Underwriters' Counsel. Certain legal matters will be passed upon for the Commission by Best, Best & Krieger, General Counsel to the Commission. It is expected that the Bonds will be available for delivery to DTC on or about 1997 SMITH BARNEY INC. PAINEWEBBER INCORPORATED ARTEMIS CAPITAL GROUP, INC. BEAR, STEARNS & CO. INC. PIPER JAFFRAY INC. 00026, LA970990071 • • • No dealer, broker, salesperson or other person has been authorized by the Commission or the Underwriters to give any information or to make any representations other than as set forth herein and, if given or made, such other information or representation must not be relied upon as having been authorized by the Commission or the Underwriters. This Official Statement does not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the Bonds by a person in any jurisdiction in which it is unlawful for such person to make such an offer, solicitation or sale. This Official Statement is not to be construed as a contract with the purchasers of the Bonds. Statements contained in this Official Statement which involve estimates, forecasts or matters of opinion whether or not expressly so described herein, are intended solely as such and are not to be construed as representations of facts. The information set forth in this Official Statement has been obtained from official sources and other sources which are believed to be reliable, but it is not guaranteed as to accuracy or completeness, and is not to be construed as a representation by the Underwriters. Neither the Underwriters nor their counsel have undertaken any independent investigation to determine whether information provided by the Commission or other sources is accurate, correct or complete. The information and expressions of opinion herein are subject to change without notice, and neither the delivery of this Official Statement nor any sale made hereunder shall under any circumstances create any implication that there has been no change in the affairs of the Commission since the date hereof. This Official Statement is submitted in connection with the sale of the Bonds referred to herein and may not be reproduced or used, in whole or in part, for any other purpose. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER -ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE BONDS AT A LEVEL ABOVE THAT WHICH NIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. 000261 LA\970990071 RIVERSIDE COUNTY TRANSPORTATION COMMISSION Supervisor Bob Buster, Chairperson Mayor Jack Van Haaster, Vice Chairperson Supervisor Roy Wilson Supervisor Tom Mullen Councilmember Dick Kelly Councilmember Alex Clifford Mrs. Judy Nieberger, Citizen Member Mr. Stan Lisiewicz, Governor's Appointee STAFF County of Riverside City of Murrieta County of Riverside County of Riverside City of Palm Desert City of Riverside City of Moreno Valley State of Califomia Jack Reagan, Executive Director Paul Blackwelder, Deputy Executive Director W. Dean Martin, Chief Financial Officer CONSULTANT William Hughes, Bechtel Civil, Inc. Measure A Project Manager FINANCIAL ADVISOR Charles A. Bell Securities Corp. BOND COUNSEL O'Melveny & Myers, LLP GENERAL COUNSEL Best, Best & Krieger TRUSTEE First Trust of California, National Association • • 000262 LA1970990071 The Sales Tax Bond Insurance 2 Bond Reserve Fund; Junior Bond Reserve Fund 2 Priority ofLien onRevenues 2 Additional Obligations 3 The Commission 3 Bonds Not General Obligation Debt 3 Reference boDocuments and Definitions 4 DESCRIPTION OFTHE BONDS 4 E;enene| 4 TABLE OF CONTENTS INTRODUCTION General 1 Purpose � The Bonds 2 Interest onthe Bonds 4 [Redemption 4 Debt Service Schedule 4 BOOK -ENTRY ONLY SYSTEM 4 ESTIMATED SOURCES AND USES CjFFUNDS 6 SECURITY FOR THE BONDS AND SOURCES C]FPAYMENT 0 General G The Sales Tax Q Parity Bonds g Bond Reserve Fund 10 Bond Insurance 11 Additional Obligations; Subordinate Ob|i g--��ona 13 Constitutional Amendments Affecting Sales Tax Revenues 12 Proposition 218 13 PLAN [)FFINANCING 14 8{}ND|NSURANCE 14 SALES TAX REVENUES 14 Historical Rave'uooand Coverage 15 � p�eotadRavenuao 15 THE COMMISSION 16 RIVERSIDE COUNTY TRANSPORTATION IMPROVEMENT pL�� 17 RATINGS 18 TAX EXEMPTION 18 CONTINUING DISCLOSURE 19 LITIGATION 20 FINANCIAL ADVISOR 21 LEGAL MATTERS 21 UNDERWRITING 22 OTHER MATTERS 22 � 22 �������� �������� APPENDIX A APPENDIX B APPENDIX C APPENDIX D APPENDIX E APPENDIX F APPENDIX G Summary of Continuing Disclosure Agreement Riverside County Economic and Demographic Data A-1 Summary of Principal Legal Documents B-1 Proposed Form of Opinion of Bond Counsel C-1 Debt Service Schedule D-1 Audited Financial Statements E-1 Specimen Municipal Bond Insurance Policy F-1 G-1 • • • LA1970990071 00026.4 • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION (California) SALES TAX REVENUE BONDS (Limited Tax Bonds) , 1997 SERIES A JUNIOR SALES TAX REVENUE BONDS (Limited Tax Bonds), 1997 SERIES B INTRODUCTION General This Preliminary Official Statement, which includes the cover page and the appendices hereto, sets forth certain information in connection with the offering of $ • aggregate principal amount of Sales Tax Revenue Refunding Bonds (Limited Tax Bonds), 1997 Series A (the "1997 Series A Bonds"), and $ • aggregate principal amount of Junior Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series B (the "1997 Series B Bonds") (the 1997 Series A Bonds and the 1997 Series B Bonds are collectively referred to herein as the "Bonds") to be issued by the Riverside County Transportation Commission (the "Commission"). The Bonds are being issued pursuant to authority granted under Section 240000 et. seq. of the California Public Utilities Code (the "Law") and Resolution No. of the Commission 1997 (the "Resolution"), and an Indenture dated as of January 1, 991 between thed Commission and Security Pacific National Bank, as trustee (the "Original Indenture"), as supplemented by the First Supplemental Indenture dated as of January 1, 1991 between the Commission and Security Pacific National Bank, as trustee (the "First Supplemental Indenture"), the Second Supplemental Indenture dated as of January 1, 1993 (the "Second Supplemental Indenture") between the Commission and Bank of America National Trust and Savings Association (successor to Security Pacific National Bank), as trustee, the Third Supplemental Indenture dated as of January 1, 1996 (the "Third Supplemental Indenture") between the Commission and First Trust of Califomia, N.A., as trustee (successor to Bank of America National Trust and Savings Association) (the "Trustee"), the Fourth Supplemental Indenture dated as of , 1997 with respect to the 1997 Series A Bonds (the "Fourth Supplemental Indenture"), and the Fifth Supplemental Indenture dated as of , 1997 h respect to the 1997 Series B bonds (the "Fifth Supplemental Indenture") by and between the Commission tand the Trustee. The Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture are collectively referred to herein as the "Indenture." Purpose The proceeds of the Bonds will be used by the Commission to provide funds to pay for and 'retire all of the outstanding principal amount of the Commission's Sales Tax Revenue (the "Commercial Paper Notes"), [to fund the 1997 Series A Reserve Account and the 1997 Series B Reserve Account,] to pay the costs of issuance of the Bonds and to pay for transportation improvements authorized under the Riverside County Transportation Expenditure Plan. See "PLAN OF FINANCING." * Preliminary subject to change. LA970990071 1 000265 The Bonds The Bonds will be dated 1, 1997 and will be available in denominations of $5,000 or any integral multiple thereof. The Bonds are not subject to redemption prior to their stated maturities. See "DESCRIPTION OF THE BONDS. " The Sales Tax The Bonds are limited obligations of the Commission payable from and secured by a pledge of the amounts available for distribution to the Commission from the imposition of a one-half of one percent retail transactions and use tax (the "Sales Tax") imposed in the incorporated and unincorporated territory of Riverside County, California (the "County"), after deducting amounts payable by the Commission to the State Board of Equalization for costs and expenses for its services in connection with administration of the tax (the Sales Tax, less the amount payable to the State Board of Equalization, is referred to herein as the "Sales Tax Revenues"). The Sales Tax Revenues and all interest, profits and other income received from the investment of Sales Tax Revenues (other than amounts in the Rebate Fund and the Redemption Fund) and any other revenues pledged under the Indenture are collectively referred to herein as the "Revenues. " See "SECURITY FOR THE BONDS AND SOURCES OF PAYMENT - The Sales Tax. " The Sales Tax was imposed commencing July 1, 1989 in accordance with the provisions of the Califomia Revenue and Taxation Code and pursuant to the adoption on July 6, 1988 by the Commission of the Riverside Transportation Improvement Program Ordinance and Expenditure Plan (the "Ordinance" ) pursuant to the Law. The Ordinance became effective following a public election approved on November 8, 1988 by 78.9% of those voting in the County, a more than two-thirds margin. The Sales Tax ceases to be effective on June 30, 2009. Bond Insurance The payment of principal of and interest when due on the Bonds will be insured by a municipal bond insurance policy to be issued by Bond Insurer with the delivery of the Bonds. Bond Reserve Fund; Junior Bond Reserve Fund The Indenture creates the Bond Reserve Fund and within such Bond Reserve Fund is created a bond reserve account for the 1997 Series A Bonds (the "1997 Series A Reserve Account'). The 1997 Series A Reserve Account is required to be funded in an amount equal to the least of (i) Maximum Annual Debt Service on the 1997 Series A Bonds, (ii) 10% of the outstanding principal amount of the 1997 Series A Refunding Bonds or (iii) 125% of the Annual Debt Service on the 1997 Series A Bonds, which in the case of the 1997 Series A Bonds, is an amount initially equal to $ . The Indenture authorizes the funding of the Bond Reserve Fund with a letter of credit, surety bond or assurance policy upon satisfaction of certain requirements with respect to the nature of the credit instrument and the unsecured debt ratings of the credit provider. [The 1997 Series A Reserve Account will be initially funded by a municipal bond debt service reserve policy to be issued by with the delivery of the 1997 Series A Bonds and certain monies to be released from the 1991 Series A Account of the Bond Reserve Fund. See "SECURITY FOR 1997 SERIES A BONDS AND SOURCES OF PAYMENT - Bond Reserve Fund."] Amounts in the Bond Reserve Fund, including amounts in the 1997 Series A Reserve Account, will be used to make payments of principal and interest on the Bonds to the extent amounts in the Interest Fund or the Principal Fund (each as described in Exhibit B hereto) are not sufficient to pay in full the principal or interest due. See APPENDIX B - "SUMMARY OF PRINCIPAL LEGAL DOCUMENTS Definitions - Reserve Fund Requirement." The Fifth Supplemental Indenture establishes a Junior Bond Reserve Fund and within such Junior Bond Reserve Fund is created a bond reserve account for the 1997 Series B Bonds (the "1997 Series B Reserve Account'). Amounts in the Junior Bond Reserve Fund, including amounts in the 1997 Series B Reserve Account, will be used to make payments of principal and interest on the Junior Bonds to the • 2 LA1970990071 00026` • • • extent amounts in the Junior Interest Fund or the Junior Principal Fund are not sufficient to pay in full the principal or interest due. The 1997 Series B Reserve Account shall be funded in an amount as of any date of calculation equal to the least of (i) Maximum Annual Debt Service on the 1997 Series B Bonds, (ii) 10% of the outstanding principal amount of the 1997 Series B Bonds, or (iii) 125% of the Annual Debt Service on the 1997 Series B Bonds (the "Junior Bond Reserve Requirement'). Priority of Lien on Revenues The pledge of the Revenues with respect to the 1997 Series A Bonds is on a parity with the pledge of the Revenues with respect to the Commission's outstanding $ aggregate principal amount of 1996 Series A Bonds, the $ aggregate principal amount of 1993 Series A Bonds, and the $ aggregate principal amount of 1991 Series A Bonds, and any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money having an equal lien and charge upon the Revenues of the Commission as permitted under the Indenture. The 1991 Series A Bonds, 1993 Series A Bonds, the 1996 Series A Bonds and the 1997 Series A Bonds and all Additional Obligations as described herein under the section "SECURITY FOR THE BONDS AND SOURCE OF PAYMENT - Additional Obligations" hereafter issued under the Indenture, as amended from time to time, are collectively referred to herein as the "Senior Bonds" or as "Senior Parity Debt." See "SECURITY FOR THE BONDS AND SOURCE OF PAYMENT - Parity Bonds." Additional Obligations Subject to the restrictions in the Indenture, the Commission may by supplemental indenture establish one or more additional series of obligations ("Additional Senior Obligations") payable from, and secured by, Revenues on a parity with the outstanding Senior Bonds provided that, among other things, the amount of Revenues received for any period of twelve (12) consecutive months during the eighteen (18) months immediately preceding the date on which such Additional Senior Obligations will become Outstanding shall have been at least equal to 1.3 times the amount of Maximum Annual Debt Service on all Senior Bonds and Senior Parity Debt then outstanding and the Additional Senior Obligations then proposed to be issued. The Commission may by supplemental indenture establish one or more additional series of obligations ("Additional Junior Obligations") payable from, and secured by, Revenues on a parity with the outstanding 1997 Series B Bonds provided that, among other things, the amount of Revenues received for any period of twelve (12) consecutive months during the eighteen (18) months immediately preceding the date on which such Additional Junior Obligations will become Outstanding shall have been at least equal to 1.15 times the amount of Maximum Annual Debt Service on all Senior Bonds, Senior Parity Debt, Junior Bonds and Junior Parity Debt then outstanding and the Additional Junior Obligations then proposed be issued. Refunding Bonds may be issued without compliance with the above -described requirement as to coverage provided that Maximum Annual Debt Service on all Senior Bonds and Senior Parity Debt (or Junior Bonds and Junior Parity Debt, as the case may be) following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Senior Bonds and Senior Parity Debt (or Junior Bonds and Junior Parity Debt, as the case may be) outstanding prior to the issuance of such Refunding Bonds. See "SECURITY FOR THE BONDS AND SOURCE OF PAYMENT - Additional Obligations." For planning purposes, the Commission has established a policy of maintaining a Revenue - to -Senior Bond debt service coverage ratio of 2.0x with respect to the Senior Bonds and a revenue -to -lien debt service coverage with respect to all outstanding Senior and Junior Bonds of x. See "SALES TAX REVENUES — Projected Revenues." ti The Commission The Commission was organized in 1976 pursuant to the County Transportation Commissions Act (Sections 130000 et seq. of the California Public Utilities Code, (the 'Transportation Commissions Act') to act as the policy making board for Riverside County transportation activities. The Commission is comprised of three members of the Riverside County Board of Supervisors, three city council members, 3 00026 LA\970990071 one citizen member, one non -voting member appointed by the govemor and several altemates. See 'THE COMMISSION. " Bonds Not General Obligation Debt NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE COMMISSION TO THE EXTENT OF THE PLEDGE OF REVENUES, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON, THE BONDS. Reference to Documents and Definitions The descriptions and summaries of various documents hereinafter set forth do not purport to be comprehensive or definitive and reference is made to each document for the complete details of all terms and conditions. All statements herein are qualified in their entirety by reference to each document. See "APPENDIX B - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS " for the definition of certain words and terms used herein. All capitalized terms used in this Official Statement and not otherwise defined herein have the meanings ascribed thereto in the Indenture. Copies of the Indenture may be obtained from the Commission at 3560 University Avenue, Suite 100, Riverside, Califomia 92501. DESCRIPTION OF THE BONDS General The Bonds are issuable only as fully registered bonds without coupons and will be dated 1, 1997, will bear interest from that date and will mature at the times and in the principal amounts set forth on the cover page of this Official Statement. The Bonds will be available in denominations of $5,000 or integral multiples thereof and will be initially delivered in book -entry form, registered to Cede & Co. as nominee of DTC. Purchasers of the 1997 Bonds will not receive instruments representing their interests in the Bonds purchased. See "BOOK -ENTRY ONLY SYSTEM" below. Interest on the Bonds Interest on the Bonds shall be payable on each June 1 and December 1 until maturity, commencing December 1, 1997. Interest shall be computed on the basis of a year of 360 days comprised of twelve 30-day months and shall be payable by check mailed or, as provided in the Indenture and upon the written request of any Owner of $1,000,000 or more in aggregate principal amount of the Bonds who has provided the Trustee with wire transfer instructions by the Record Date, by wire transfer on each interest payment date to the Owner thereof as of the close of business on the fifteenth day of the calendar month immediately preceding such Interest Payment Date. [Redemption The Bonds are not subject to redemption prior to their respective stated maturities.] Debt Service Schedule The debt service schedule for the Bonds is set forth in Appendix D hereto. • • • 4 LA1970990071 0002 • • BOOK -ENTRY ONLY SYSTEM DTC will act as securities depository for the Bonds. The Bonds will be executed and delivered as fully -registered bonds registered in the name of Cede & Co. (DTC's partnership nominee). One fully - registered bond will be initially executed and delivered in a denomination corresponding to the aggregate principal amount of all Bonds, and will be deposited with DTC. The following information has been provided by DTC and the Commission makes no representation as to its accuracy or completeness. For further information, DTC may be contacted in New York, New York. DTC is a limited purpose trust company organized under the New York Banking Law, a "banking organization within the meaning of the New York Banking Law, a member of the Federal Reserve System, a clearing corporation within the meaning of the New York Uniform Commercial Code, and a "clearing agency " registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds securities that its participants ("DTC Participants") deposit with DTC. DTC also facilitates the settlement among DTC Participants of securities transactions, such as transfers and pledges, in deposited securities through electronic computerized book -entry changes in DTC Participants' accounts, thereby eliminating the need for physical movement of securities certificates. "Direct Participants" include securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is owned by a number of its Direct Participants and by the New York Stock Exchange, Inc., the American Stock Exchange, Inc. and the National Association of Securities Dealers, Inc. Access to the DTC system is also available to others such as securities brokers and dealers, banks, and trust companies that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly ("Indirect Participants" ) . The Rules applicable to DTC and its participants are on file with the Securities and Exchange Commission. Purchases of the Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Bonds on DTC's records. The ownership interest of each actual purchaser of each Bond ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will not receive written confirmation from DTC of their purchase, but Beneficial Owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Bonds are to be accomplished by entries made on the books of DTC Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive the Bonds representing their ownership interests, except in the event that use of the book -entry system for the Bonds is discontinued. To facilitate subsequent transfers, all Bonds deposited by DTC Participants with DTC are registered in the name of DTC's partnership nominee, Cede & Co. The deposit of the Bonds with DTC and their registration in the name of Cede & Co. effect no change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Bonds; DTC's records reflect only the identity of the Direct Participants to whose accounts such Bonds are credited, which may or may not be the Beneficial Owners. The DTC Participants will remain responsible for keeping account of their holdings on behalf of their customers. Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Neither DTC nor Cede & Co. will consent or vote with respect to the Bonds. Under its usual procedures, DTC mails an Omnibus Proxy to the issuer of the securities as soon as possible after the La\970990071 5 000260 record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose accounts the Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal and interest payments and premium, if any, with respect to the Bonds will be made to DTC. DTC's practice is to credit Direct Participants' accounts on the payable date in accordance with their respective holdings shown on DTC's records unless DTC has reason to believe that it will not receive payment on the payable date. Payments by DTC Participants to Beneficial Owners will be govemed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such DTC Participant and not of DTC, the Trustee or the Commission, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to DTC is the responsibility of the Trustee, Commission or the Trustee, fiscal agent or other designated agent; disbursement of such payments to Direct Participants shall be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners shall be the responsibility of Direct and Indirect Participants. So long as the Bonds are subject to a system of book -entry transfers, any requirement for the delivery of the Bonds to the Trustee in connection with a tender pursuant to the provisions of the Indenture shall be deemed to be satisfied upon the transfer, on the registration books of DTC, of the beneficial ownership interests in such Bonds tendered for purchase to the account of the Trustee or a DTC Participant acting on behalf of or at the direction of the Trustee. DTC may discontinue providing its services as securities depository with respect to the Bonds at any time by giving reasonable notice to the Trustee and the Commission. Under such circumstances, in the event that a successor securities depository is not obtained, physical bonds are required to be printed and delivered as described in the Indenture. In the event the Commission and the Trustee determine not to continue the DTC book -entry only system or DTC determines to discontinue its services with respect to the Bonds and the Commission does not select another qualified securities depository, the Commission shall deliver one or more Bonds in such principal amount or amounts, in authorized denominations, and registered in whatever name or names, as DTC shall designate. In such event, transfers and exchanges of the Bonds will be govemed by the provisions of the Indenture. AS LONG AS A BOOK -ENTRY ONLY SYSTEM IS USED FOR THE BONDS, THE TRUSTEE WILL SEND ANY NOTICE OF REDEMPTION OR OTHER NOTICES TO HOLDERS ONLY TO DTC. ANY FAILURE OF DTC TO ADVISE ANY DTC PARTICIPANT, OR OF ANY DTC PARTICIPANT TO NOTIFY ANY BENEFICIAL OWNER, OF ANY NOTICE AND ITS CONTENT OR EFFECT WILL NOT AFFECT THE VALIDITY OR SUFFICIENCY OF THE PROCEEDINGS RELATING TO THE REDEMPTION OF THE BONDS CALLED FOR REDEMPTION OR OF ANY OTHER ACTION PREMISED ON SUCH NOTICE. THE COMMISSION, THE TRUSTEE AND THE UNDERWRITERS HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ASPECTS OF THE RECORDS RELATING TO OR PAYMENTS MADE ON ACCOUNT OF BENEFICIAL OWNERSHIP, OR FOR MAINTAINING, SUPERVISING OR REVIEWING ANY RECORDS RELATING TO BENEFICIAL OWNERSHIP OF INTERESTS IN THE BONDS. THE COMMISSION, THE TRUSTEE AND THE UNDERWRITERS CANNOT AND DO NOT GIVE ANY ASSURANCES THAT DTC WILL DISTRIBUTE PAYMENTS TO DTC PARTICIPANTS OR THAT DTC PARTICIPANTS OR OTHERS WILL DISTRIBUTE PAYMENTS WITH RESPECT TO THE BONDS RECEIVED BY DTC OR ITS NOMINEES AS THE HOLDER OR ANY REDEMPTION NOTICES OR OTHER NOTICES TO THE BENEFICIAL HOLDERS, OR THAT THEY WILL DO SO ON A TIMELY BASIS, OR THAT DTC WILL SERVICE AND ACT IN THE MANNER DESCRIBED IN THIS PRELIMINARY OFFICIAL STATEMENT. • • • 6 LA\970990071 000270 • • The foregoing description of the procedures and record keeping with respect to beneficial ownership interests in the Bonds, payment of principal, redemption premium, if any, and interest with respect to the Bonds to DTC, DTC Participants or Beneficial Owners, confirmation and transfers of beneficial ownership interests in the Bonds and other related transactions by and between DTC, DTC Participants and the Beneficial Owners is based solely on the Commission's and the Trustee's understanding of such procedures and record keeping from information provided by DTC. Accordingly, no representations can be made concerning these matters and neither DTC, DTC Participants nor the Beneficial Owners should rely on the foregoing information with respect to such matters, but should instead confirm the same with DTC or DTC Participants, as the case may be. The Commission and the Trustee understand that the current "Rules" applicable to DTC are on file with the Securities and Exchange Commission and that the current "Procedures" of DTC to be followed in dealing with DTC Participants are on file with DTC. 00027.1 lA\970990071 ESTIMATED SOURCES AND USES OF FUNDS The following table shows the estimated sources and uses of funds in connection with the issuance of the Bonds. Estimated Sources of Funds Principal Amount of 1997 Series A Bonds $ " Original Issue [Premium] [Discount] Accrued Interest Total $ Principal Amount of 1997 Series B Bonds $ • Original Issue [Premium] [Discount] Accrued Interest Total $ Estimated Uses of Funds Deposit to 1997 Series A Commercial Paper Note Payment Fund(1) $ Deposit to 1997 Series B Commercial Paper Note Payment Fund(1) $ Deposit to 1997 Series A Reserve Account Deposit to 1997 Series B Reserve Account Deposit to Interest Fund Deposit to Project Fund Deposit to Junior Interest Fund Deposit to Junior Project Fund Costs of Issuance(2) Total $ (1) See "PLAN OF FINANCING" below. (2) Includes underwriting discount, bond insurance premium, bond reserve surety premium and other costs of issuance. SECURITY FOR THE BONDS AND SOURCES OF PAYMENT General The Bonds are limited obligations of the Commission payable from and secured by a pledge of the amounts available for distribution to the Commission from the imposition of a 1/2 of 1% retail transactions and use tax imposed in the incorporated and unincorporated territory of the County (the "Sales Tax"), after deducting amounts payable by the Commission to the State Board of Equalization for costs and expenses for its services in connection with administration of the tax (the Sales Tax, less the amount payable to the State Board of Equalization, is referred to herein as the "Sales Tax Revenues")in accordance with the provisions of Part 1.6 (commencing with Section 7251 of Division 2 of the California Revenue and Taxation Code (the "Act" ). See "The Sales Tax" below. The Sales Tax was imposed commencing July 1, 1989 pursuant to the adoption on July 6, 1988 by the Commission of the Riverside Transportation Improvement Program Ordinance and Expenditure Plan (the "Ordinance") pursuant to the Preliminary subject to change. • • • 8 LA\970990071 000272 • • • Law. The Ordinance became effective following a public election approved on November 8, 1988 by 78.9% of those voting in the County, a more than two-thirds margin. The Sales Tax ceases to be effective on June 30, 2009. The Bonds are limited obligations of the Commission payable from and secured by a pledge of the Sales Tax Revenues and all interest, profits and other income received from the investment of Sales Tax Revenues (other than amounts in the Rebate Fund and the Redemption Fund) and any other revenues • pledged under the Indenture (collectively, the "Revenues"). Prior to July 1993, the amount payable to the State Board of Equalization was based on a flat 1.49 percent of Sales Tax revenues. After July 1993, the amount payable to the State Board of Equalization became based on the total local entity cost reflected in the annual budget of the State, and includes direct, shared and central agency costs incurred by the State Board of Equalization. The administrative fee for the Commission is set at $1,342,000, approximately 2.3 percent of the Sales Tax to be collected for Fiscal Year 1996/97. The State Board of Equalization can change the fee at its discretion in the future. The Indenture provides that the pledge of Revenues with respect to the 1997 Series A Bonds is on a parity with the pledge of Revenues with respect to the Commission's 1991 Series A Bonds, the 1993 Series A Bonds, the 1996 Series A Bonds and any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money having an equal lien and charge upon the Revenues of the Commission. The Fifth Supplemental Indenture provides that the pledge of Revenues with respect to the 1997 Series B Bonds is junior and subordinate to the pledge of Revenues with respect tot he Senior Bonds and the Senior Parity Debt. NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY THEREOF, OTHER THAN THE COMMISSION TO THE EXTENT OF THE PLEDGE OF REVENUES, IS PLEDGED TO THE PAYMENT OF PRINCIPAL OF OR INTEREST ON THE BONDS. THE COMMISSION HAS NO POWER TO LEVY ANY TAXES OTHER THAN THE SALES TAX. Pursuant to the Indenture, the Commission covenants that (i) it will punctually pay or cause to be paid the principal of, premium, if any, and interest on all Bonds in accordance with the lien priority established in the Indenture, (ii) the Ordinance has not, and will not be repealed, amended, modified or altered by the Commission so long as any Bonds, including the 1997 Series A Bonds and the 1997 Series B Bonds, are outstanding in any manner which would reduce Sales Tax Revenues, and (iii) the Commission will continue to levy and collect the Sales Tax to the full amount permitted by law. The Sales Tax The Law, among other things, authorized the Commission to adopt a retail transactions and use tax ordinance applicable in the incorporated and unincorporated territory of the County in accordance with the Act, upon authorization by 78.9% of the electors voting on the issue. In accordance with the Act, the voters, on November 8, 1988, approved Measure A (herein "Measure A"), enacting the Ordinance adopted by the Commission which imposed the retail transactions and use tax in the County. The Ordinance imposed a tax of one-half of one percent on the gross receipts of retailers from the sale of tangible personal property sold in the County and a use tax at the same rate upon the storage, use or other consumption in the County of such property purchased from any retailer for storage, use or other consumption in the County, subject to certain limited exceptions (described below). The Ordinance imposed the tax for a period not exceeding twenty (20) years commencing July 1, 1989 and ending June 30, 2009. The Ordinance authorizes the issuance of limited tax bonds in the aggregate principal amount outstanding at any one time not to exceed $300 million. In furtherance of the purposes described in the Ordinance, the $300 million limitation was increased to $525 million by approval of the voters of the County of Measure AA on November 3, 1992. LAX970990071 9 000273 The Sales Tax is imposed upon the same transactions and items subject to the sales tax levied statewide by the State, with the same exceptions. Collection of the Sales Tax is administered by the California State Board of Equalization. As described below, the State Board of Equalization has agreed to remit the Sales Tax on a monthly basis directly to the Trustee, after deducting the costs of administering the Sales Tax. After application of the Sales Tax Revenues to the Interest Fund, Principal Fund, Bond Reserve Fund, Rebate Fund, Subordinated Obligation Fund and Subordinated Obligation Reserve Fund in accordance with the Indenture, the Trustee is required to transfer the remaining unapplied Sales Tax Revenues to the Commission for use for any lawful purpose. In accordance with Measure A and the Ordinance, the Commission is required to allocate the proceeds of the Sales Tax to certain uses. See "RIVERSIDE COUNTY TRANSPORTATION IMPROVEMENT PLAN." The 1/2 of 1% Sales Tax imposed by the Commission in the County is in addition to a 7.25% sales tax levied statewide by the State of California. In general, the statewide sales tax applies to the gross receipts of retailers from the sale of tangible personal property. The use tax is imposed on the storage, use or other consumption in California of property purchased from a retailer for such storage, use or other consumption. Since the use tax does not apply when the sale of the property is subject to the sales tax, the application of the use tax generally is to purchases made outside of Califomia for use within the State. The California Legislature or the voters could change the transactions and items upon which the statewide tax and the Sales Tax are imposed, or the administrative fee paid to the State Board of Equalization in connection with the collection and disbursement of the Sales Tax. Any such change or amendment could have a positive or negative effect on Sales Tax Revenues depending on the nature of the change. Except as set forth below, the Commission is not currently aware of any proposed legislative change or voter initiative which would have an adverse effect on Sales Tax Revenues. Many categories of transactions are exempt from the statewide sales and use tax and from the Sales Tax. For example, most food products are exempt; however, this exemption does not apply to liquor or to restaurant meals. "Occasional sales" (i.e., sales of property not held or used by a seller in the course of activities for which he or she is required to hold a seller's permit) are generally exempt; however, the "occasional sales" exemption does not apply to the sale of an entire business and other sales of machinery and equipment used in a business. Sales of property to be used outside the County which are shipped to a point outside the County, pursuant to the contract of sale, by delivery to such point by the retailer, or by delivery by the retailer to a carrier for shipment to a consignee at such point, are exempt from the tax. Subject to the Law and certain procedural provisions of the Indenture, the Commission may issue Parity Debt from time to time having a lien and charge on the Sales Tax Revenues equal to the outstanding Senior Bonds and Junior Bonds. See "Additional Obligations" below. The following chart indicates the flow of funds under and pursuant to the Indenture: [INSERT CHART] Parity Bonds The pledge of the Revenues with respect to the 1997 Series A Bonds is on a parity with the pledge of the Revenues with respect to the Commission's outstanding (i) $ 1991 Series A • • 10 LA\970990071 000274 • • • Bonds, (ii) $ 1993 Series A Bonds, and (iii) $ 1996 Series A Bonds. The 1997 Series A Bonds are issued under the Original Indenture, as supplemented by the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture and the Fourth Supplemental Indenture. Upon issuance of the 1997 Series A Bonds, the Commission will have no other outstanding indebtedness with a lien and change upon the Revenues equal to the lien in favor of the 1997 Series A Bonds other than the 1991 Series A Bonds, the 1993 Series A Bonds and the 1996 Series A Bonds. Under the terms of the Indenture, the Commission may issue Additional Obligations after issuance of the 1997 Series A Bonds. See "Additional Obligations" below. The Indenture provides that the pledge of Revenues with respect to the 1997 Series A Bonds is on a parity with the pledge of Revenues with respect to the Commission's outstanding 1991 Series A Bonds, the 1993 Series A Bonds, the 1996 Series A Bonds and any indebtedness, installment sale obligation, lease obligation or other obligation of the Commission for borrowed money having an equal lien and charge upon the Revenues of the Commission. Bond Reserve Fund The Indenture establishes a Bond Reserve Fund and within such Bond Reserve Fund is created a bond reserve account for the 1997 Series A Bonds (the "1997 Series A Reserve Account"). Amounts in the Bond Reserve Fund, including amounts in the 1997 Series A Reserve Account, will be used to make payments of principal and interest on the Bonds to the extent amounts in the Interest Fund or the Principal Fund are not sufficient to pay in full the principal or interest due. The 1997 Series A Reserve Account shall be funded in an amount as of any date of calculation equal to the least of (i) Maximum Annual Debt Service on the 1997 Series A Bonds, (ii) 10% of the outstanding principal amount of the 1997 Series A Bonds, or (iii) 125% of the Annual Debt Service on the 1997 Series A Bonds (the "Bond Reserve Requirement"). [The 1997 Series A Reserve Account will initially be funded by a municipal bond debt service reserve fund policy (the "Reserve Policy") to be issued by Bond Insurer, doing business in California as ("Bond Insurer"), which will equal the Bond Reserve Requirement for the 1997 Series A Bonds. Thereafter, the Trustee shall deposit as soon as possible each month into each such account, upon the occurrence of any deficiency therein, one -sixth of the amount of such deficiency. In lieu of making the Bond Reserve Fund deposit in cash or in replacement of moneys then on deposit in any bond reserve account, the Commission may deliver to the Trustee a letter of credit, surety bond or insurance policy securing an amount, together with moneys, Investment Securities or letters of credit on deposit in such bond reserve account, equal to the Bond Reserve Requirement for such account. The issuer of such a letter of credit must have its unsecured debt obligations rated in one of the two highest Rating Categories of Moody's Investors Service and Standard & Poor's Ratings Group or their successors, and the issuer of such surety bond or insurance policy must have its unsecured debt obligations rated in the highest Rating Category of Moody's Investors Service and Standard & Poor's Ratings Group or their successors. The Reserve Policy unconditionally guarantees the payment of that portion of the principal of and interest on the 1997 Series A Bonds which has become due for payment, but shall be unpaid by reason of nonpayment by the Commission, provided that the aggregate amount paid under the Reserve Policy may not exceed the maximum amount set forth in the Reserve Policy, which maximum amount, represents 10% of the outstanding principal amount of the 1997 Series A Bonds. Bond Insurer will make such payments to the paying agent (the "Paying Agent") for the 1997 Series A Bonds on the later of the date on which such principal and interest is due or on the business day next following the day on which Bond Insurer shall have received telephonic or telegraphic notice subsequently confirmed in writing or written notice by registered or certified mail from the Paying Agent of the nonpayment of such amount by the Commission. The term "nonpayment" in respect of a 1997 Series A Bond includes any payment of principal or interest made to an owner of a 1997 Series A Bond which has been recovered from such LA\970990071 000275 owner pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with a final nonappealable order of a court having competent jurisdiction. The Reserve Policy is non -cancellable and the premium will be fully paid at the time of delivery of the 1997 Series A Bonds. The Reserve Policy covers failure to pay principal of the 1997 Series A Bonds on their respective stated maturity dates, and not on any other date on which the 1997 Series A Bonds may have been accelerated, and covers the failure to pay an installment of interest on the stated date for its payment. The Reserve Policy shall terminate on the earlier of June 1,.2009 and the date on which 1997 Series A Bonds are no longer outstanding under the Indenture. Generally, in connection with its issuance of a Reserve Policy, Bond Insurer requires, among other things, (i) that, so long as it has not failed to comply with its payment obligations under the Reserve Policy, it be granted the power to exercise any remedies available at law or under the authorizing document other than (A) acceleration of the 1997 Series A Bonds or (B) remedies which would adversely affect holders in the event that the Commission fails to reimburse Bond Insurer for any draws on the Reserve Policy; and (ii) that any amendment or supplement to the principal legal documents be subject to Bond Insurer's consent. The specific rights, if any, granted to Bond Insurer in connection with its issuance of the Reserve Policy are set forth in the description of the principal legal documents appearing in APPENDIX B to this Official Statement. Reference should be made as well to such description for a discussion of the circumstances, if any, under which the Commission is required to provide additional or substitute credit enhancement, and related matters. This Preliminary Official Statement contains a section regarding the ratings assigned to the 1997 Series A Bonds and references should be made to such section for a discussion of such ratings and the basis for their assignment to the 1997 Series A Bonds. Reference should be made to the description of the Commission for a discussion of the ratings, if any, assigned to such entity's outstanding parity debt • that is not secured by credit enhancement. The Reserve Policy is not covered by the Property/Casualty Insurance Security Fund specified in Article 76 of the New York Insurance Law. For information regarding Bond Insurer, see "BOND INSURANCE:I The Fifth Supplemental Indenture establishes a Junior Bond Reserve Fund and within such Junior Bond Reserve Fund is created a bond reserve account for the 1997 Series B Bonds (the "1997 Series B Reserve Account"). Amounts in the Junior Bond Reserve Fund, including amounts in the 1997 Series B Reserve Account, will be used to make payments of principal and interest on the Junior Bonds to the extent amounts in the Junior Interest Fund or the Junior Principal Fund are not sufficient to pay in full the principal or interest due. The 1997 Series B Reserve Account shall be funded in an amount as of any date of calculation.equal to the least of (i) Maximum Annual Debt Service on the 1997 Series B Bonds, (ii) 10% of the outstanding principal amount of the 1997 Series B Bonds, or (iii) 125% of the Annual Debt Service on the 1997 Series B Bonds (the "Junior Bond Reserve Requirement"). Bond Insurance The payment of principal and interest when due with respect to the 1997 Series A Bonds wilt be insured by a municipal bond insurance policy to be issued by Bond Insurer simultaneously with the delivery of the 1997 Series A Bonds. See "BOND INSURANCE." Additional Obligations; Subordinate Obligations The Commission may by supplemental indenture establish one or more additional series of obligations ("Additional Senior Obligations") payable from Revenues and secured by a pledge made under the Indenture equally and ratably with the Senior Bonds provided that, among other things, the amount of • • • 12 w\970990071 00027E • • • Revenues received for any period of twelve (12) consecutive months during the eighteen (18) months immediately preceding the date on which such Additional Senior Obligations will become Outstanding shall have been at least equal to 1.3 times the amount of Maximum Annual Debt Service on all Senior Bonds and Senior Parity Debt then outstanding and the Additional Senior Obligations then proposed to be issued. The Commission may by supplemental indenture establish one or more additional series of obligations ("Additional Junior Obligations") payable from Revenues and secured by a pledge made under the Indenture equally and ratably with the Junior Bonds provided that, among other things, the amount of Revenues received for any period of twelve (12) consecutive months during the eighteen (18) months immediately preceding the date on which such Additional Junior Obligations will become Outstanding shall have been at least equal to 1.15 times the amount of Maximum Annual Debt Service on all Senior Bonds, Senior Parity Debt, Junior Bonds and Junior Parity Debt then outstanding and the Additional Junior Obligations then proposed be issued. Refunding Bonds may be issued without compliance with the above -described requirement as to coverage provided that Maximum Annual Debt Service on all Senior Bonds and Senior Parity Debt (or Junior Bonds and Junior Parity Debt, as the case may be) following the issuance of such Refunding Bonds is less than or equal to Maximum Annual Debt Service on all Senior Bonds and Senior Parity Debt (or Junior Bonds and Junior Parity Debt, as the case may be) outstanding prior to the issuance of such Refunding Bonds. See "APPENDIX B - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS - Additional Bonds; Refunding Bonds; Subordinate Obligations." In the event additional assets or revenues are included within the definition of Revenues by a Supplemental Indenture, such additional assets or revenues shall be included in the calculations in the paragraph above as if such additional assets or revenues had always been included in Revenues, subject to the approval of Standard & Poor's Ratings Group and the Bond Insurer. The Indenture provides that nothing in the Indenture prevents or is to be construed to prevent the Supplemental Indenture providing for the issuance of Additional Obligations from pledging or otherwise providing, in addition to the security given or intended to be given by the Indenture, additional security for the benefit of such Additional Obligations or any portion thereof. The Indenture authorizes the issuance of obligations payable from Revenues on a basis junior and subordinate to the payment of principal of, premium, if any, interest on and reserve fund requirements for the Bonds and Parity Debt. The Commission has authorized the issuance of up to $100 million aggregate principal amount of sales tax revenue commercial paper notes payable from Revenues on a subordinate basis to the pledge in favor of the Bondholders; $44 million of such commercial paper will be paid and retired from the proceeds of the Bonds. These commercial paper notes are also secured by a direct draw letter of credit issued by the Industrial Bank of Japan, Limited, which has also received a subordinate pledge of Revenues to secure the Commission's obligation to reimburse the bank for draws under its letter of credit. Notwithstanding the provisions of the Indenture, Measure A as amended currently limits the total principal amount of sales tax revenue indebtedness to $525 million. See "SALES TAX REVENUES - Projected Revenues" below. Constitutional Amendments Affecting Sales Tax Revenues An initiative constitutional amendment entitled "Limitations of Government Appropriations" was approved by California voters on November 6, 1979. Under the amendment, which added Article XIIIB to the California Constitution, State and local government agencies are subject to an annual limitation on certain appropriations. Appropriations subject to limitation consist of "tax revenues," State subventions and certain other funds. In general terms, the amendment provides that the appropriations limit will be based on certain 1978-79 expenditures and will be adjusted annually to reflect changes in cost of living, population, and transfer of financial responsibility of providing services from one govemmental unit to another. LA1970990071 13 000277 Proposition 111, entitled the Traffic Congestion Relief and Spending Act of 1990, was approved by the voters on June 5, 1990. Proposition 111 changes the formula which allows for adjustments in the expenditure limits under Article XIII B. Rather than adjusting the limit by the percentage change in the California Consumer Price Index, Proposition 111 adjusts it by the percentage change in Califomia personal income per capita. Local governments are given the option of using personal income per capita or the change in local assessment rolls for new, nonresidential construction as the basis for adjusting their limits. This change allows local governments' limits to reflect economic growth particularly in rapidly . growing communities. Furthermore, Proposition 111 allows the averaging of two years' tax revenues before requiring action regarding excess tax revenues. The Commission believes it is presently fulfilling, and will continue to fulfill in the future, all of its obligations under Article XIII B of the California Constitution and that it will be in compliance with Article XIII B in connection with the expenditure of the Sales Tax to pay debt service on the 1997 Series A Bonds. Proposition 218 On November 5, 1996, California voters approved an initiative to amend the Califomia Constitution known as the Right to Vote on Taxes Act ("Proposition 218"). Proposition 218 requires majority voter approval for the imposition, extension or increase of general taxes and two-thirds voter approval for the imposition, extension or increase of special taxes by a local govemment, which is defined in Proposition 218 to include local or regional governmental agencies such as the Commission. However, the voter approval requirements of Proposition 218 do not apply to the Sales Tax, since the Sales Tax was approved by the voters prior to January 1, 1995. Proposition 218 also extends the initiative power to reducing or repealing previously authorized local taxes. This extension of the initiative power arguably applies even to previously voter -approved taxes like the Sales Tax. From time to time other initiative measures could be adopted, which may affect the Commission's ability to levy and collect the Sales Tax. PLAN OF FINANCING A portion of the proceeds of the 1997 Series A Bonds and the 1997 Series B Bonds will be deposited in the 1997 Series A Commercial Paper Note Payment Fund and the 1997 Series B Commercial Paper Note Payment Fund, respectively, established and maintained by the Trustee under the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, respectively. Amounts in the Commercial Paper Note Payment Funds will be used to . The Commission has retained Ernst & Young, L.L.P. (the "Verification Agent") to prepare a report verifying the sufficiency of funds and securities deposited in the Commercial Paper Note Payment Funds to pay interest and principal with respect to the Commercial Paper Notes on and before their date of purchase when due in order to defease and pay the Commercial Paper Notes. BOND INSURANCE Payment of principal and interest when due on the Bonds is insured by a municipal bond ' ` insurance policy issued by Bond Insurer. The following information has been provided by representatives of Bond Insurer and has not been independently certified or verified by the Commission. No representation is made herein as to the accuracy or adequacy of such information or as to the absence of material adverse changes in such information subsequent to the date hereof, or that the information contained and incorporated herein by reference is correct. Reference is made to Appendix F for a specimen of the Bond Insurer's Municipal Bond Insurance Policy. [TO COME] • • • 14 LA\970990071 000278 • • • SALES TAX REVENUES Historical Revenues and Coverage The Commission began receiving distributions of the Measure A Sales Tax Revenues from the State Board of Equalization in September 1989. The following table shows the Measure A Sales Tax receipts received by the Commission for fiscal years ended June 30, 1991 through 1996. RIVERSIDE COUNTY TRANSPORTATION COMMISSION Historical Sales Tax Revenues and Bond Coverage Ratios Fiscal Year 1991 to 1996 Fiscal Year Net Sales End Tax June 30 Receipts(1) 1991 $48,286,350 1992 $46,107,146 1993 $48,925,847 1994 $48,671,671 1995 $50,785,971 1996 $55,413,939 Source: The Commission 1991 Series A Debt Service $2,906,157 $10,824, 776 $10,824,176 $10,821,536 $10,822,716 $8,885,048 (1) Net of State Board of Equalization fee. 1993 Series A Debt Service N/A N/A $2,974,471 $13,000,732 $12,998,883 $12,998,167 1996 Series A Debt Service N/A N/A N/A N/A N/A $1,821,176 Total Senior Lien Debt Service $2,906,157 $10,824,776 $13,778,647 $23,822,268 $23,821,599 $23,704,391 Senior Lien Coverage Ratio 16.62 4.26 3.55 2.04 2.13 2.34 a LA\970990071 15 0 0,02 7>3 Projected Revenues The following table shows projected Sales Tax Revenues for the Commission's fiscal years ending 1997 through 2001. • RIVERSIDE COUNTY TRANSPORTATION COMMISSION Projected Measure A(1) Sales Tax Collections Fiscal Year 1997 to 2001 (000) Projected 1/2% Increase of Eamed Rev to Fiscal Year Projected Projection RCTC Net of SBOE End June 30 Taxable Sales Over Prior Yr. Admin. Exp.(2) 1997 $11,360,280 6.38% $55,381 1998 $12,213,608 7.51% $59,541 1999 $13,181,129 7.92% $64,258 2000 $14,309,754 8.56% $69,760 2001 $15,585,133 8.91 % $75,978 (1) State Board of Equalization sales tax information is reported on a calendar year basis. Commission Sales Tax Projections are on a fiscal year basis. (2) State Board of Equalization administration fees are estimated to be 2.5% of the 1/2% revenue collection. Measure A authorizes the Commission to issue obligations secured by Sales Tax Revenues up to a total outstanding amount of $300 million, which limitation was increased to $525 million by the passage of Measure AA by the voters of the County in November 1992. For planning purposes, the Commission has established a policy of maintaining a revenue -to -senior lien debt service coverage ratio of 2.0x. The following table shows the projected coverage ratios for the 1991 Series A Bonds, 1993 Series A Bonds, 1996 Series A Bonds, the 1997 Series A Bonds and the 1997 Series B Bonds for the Fiscal Years 1997 through 2001. RIVERSIDE COUNTY TRANSPORTATION COMMISSION Projected Debt Service Coverage Ratios Fiscal Year 1997 to 2000 Fiscal Year 1997 1998 1999 2000 2001 Projected Measure A Revenue 55,381,000 59,541,000 64,258,000 69,760,000 75,978,000 1991 Series A Debt Service 6,941,640 6,940,750 6,944,920 6,941,600 6,943,800 1993 Series A Debt Service 12,998,108 13,000,728 12,999,753 13,000,828 13,000,077 1996 Series A Debt Service 3,691,821 3,691,201 3,694,764 3,691,964 3,693,464 1997 Series A Debt Service 1997 Series B Debt Service Total Debt Service Total Debt Service Coverage • • 16 LA\970990071 000280 • • • The projection of Sales Tax Revenues and the Projected Coverage Ratios set forth in the above tables have been prepared by the Commission solely for purposes of internal financial and strategic planning; the Commission has no special expertise in the preparation of revenue forecasts. The projections were not made with reference to any standard or guidelines for the preparation of revenue forecasts and are not intended to be a projection of financial position, results of operations or cash flows of the Commission. THE COMMISSION The statute creating the Commission in 1976 specifies that the Commission is comprised of three Riverside County Supervisors, three city council members, one of whom must be from the City of Riverside, one citizen member appointed by the Commission, one non -voting member appointed by the Governor, and several alternates. The role of the Commission is to act as the policy making board for Riverside County transportation activities. The communities represented .on the Commission and the current membership of the Commission are presented below: COMMISSIONERS Supervisor Bob Buster, Chairperson Mayor Jack Van Haaster, Vice Chairperson Supervisor Roy Wilson Supervisor Tom Mullen Councilmember Dick Kelly Councilmember Alex Clifford Mts. Judy NiebergCr, Citizen Member Mr. Stan Lisiewicz, Governor's Appointee County of Riverside City of Murrieta County of Riverside County of Riverside City of Palm Desert City of Riverside City of Moreno Valley State of California The Commission is responsible for carrying out the provisions of the Ordinance including the collection and allocation of the Sales Tax. The Commission also must develop and approve the projects included in the transportation program. The Commission's key staff members are listed below as well as the key personnel of the professional and consulting firms hired to provide support services to the Commission. Jack Reagan, Executive Director - Mr. Reagan is the chief executive officer of the Commission. He is responsible for overall management of the Commission including execution of the agency's operational policies and procedures and all personnel decisions. Mr. Reagan joined the Commission in 1988 as the Executive Director. Prior to joining the Commission, he was the Executive Director of the Council of Fresno County Governments which served as the metropolitan planning organization for Fresno County. Mr. Reagan has over fifteen years of experience in transportation planning. Mr. Reagan obtained both is bachelors and graduate degrees in planning from California State University, Fresno. Paul Blackwelder, Deputy Executive Director - Mr. Blackwelder is responsible for transportation planning and programming, and in the absence of the Executive Director is responsilil'e for all Commission programs. He serves as the Commission's program manager for all major highway and rail capital acquisition and construction. Mr. Blackwelder joined the Commission in 1979 in his present capacity as Deputy Executive Director. Previously, he was the transportation planner for both the City and County of Riverside. He holds a bachelors degree in business administration from Califomia State University, San Bernardino. Hideo D. Sugita, Assistant Director of Planning and Programming - Mr. Sugita's primary responsibilities include project management for the development of the Inland empire Intelligent Transportation Systems (ITS) Strategic Plan; providing management oversight for the development of the commission's commuter rail program, congestion management program, short range transit plans and LA\970990071 17 0O0281 transportation improvement program; and development and expansion of the Riverside County freeway call box system, and the freeway service patrol programs. He previously worked for the Southem California Association of Governments managing federal transit funding programs and coordinated the development of the six county Regional Transportation Improvement Program. Mr. Sugita received a bachelor of science degree in public administration from the University of Southem Califomia. Louise C. Givens, Assistant Director for Intergovernmental Programs - Ms. Givens develops and implements the Commission's intergovernmental and legislative programs at the local, regional, state and federal levels. She serves as the RCTC representative to the California transportation Commission, Self -Help Counties Group, Southern California Association of Govemments and other agencies. She joined the Commission after working for seven years with Ca!trans, including serving as Deputy Director of Planning, District 8, San Bernardino. Ms. Givens previously worked for a four -county planning agency in Virginia and as a land use planning consultant, with clients such as the U.S. Forest Service, Geotechnical Engineering, Inc. of Detroit and various local governments. She holds Bachelors of Science degrees in Political Science and History from Radford University. She also did graduate work at Virginia Tech in Planning and Economics and is currently attending law school. W. Dean Martin, Chief Financial Officer - Mr. Martin has served as a the chief financial officer for the Commission since 1990. In this capacity, he is responsible for investments, debt management, budget preparation, financial reporting, and risk and property management. Before joining the Commission Mr. Martin worked in the auditor controller's office for the County of San Bernardino, and prior to that was employed in the auditing division of the accounting firm of Emst & Young. Mr. Martin is a licensed certified public accountant in the State of Califomia, and a member of the Govemment Finance Officers Association. Mr. Martin holds a bachelor of science degree from Califomia State University, San Bernardino. RIVERSIDE COUNTY TRANSPORTATION IMPROVEMENT PLAN On November 8, 1988, 78.9% of the voters of the County approved Measure A - The Riverside County Transportation Commission Transportation Expenditure Plan (the "Plan") and Retail Transaction and Use Tax Ordinance which expressed the following concerns in its preamble: "The transportation system in Riverside County is rapidly deteriorating. Maintenance and repairs of existing roadways and improvements to relieve congestion cannot be accomplished with available funds. Without additional funds, the system will bog down and pavement will crumble into permanent disrepair ... Local governments must either generate revenues to save the system or watch the system collapse and endanger the health, welfare and safety of all Riverside County residents." The goals and policies of the Plan are as follows: (1) Improve and maintain the quality of life in Riverside County by supplementing existing funds for transportation; . (2) Provide for equity in the distribution of Measure A revenues; (3) Provide for local control of the improvement plan program." To address the concerns as expressed in the preamble, and to accomplish its goals and policies, the Ordinance provided that Sales Tax Revenues be distributed to the specific geographic areas of Riverside County (i.e., Western County, Coachella Valley, and Palo Verde Valley) based on their proportionate' share of revenues generated in the County, and that the funds be allocated for highway projects, streets 18 L\970990071 000282 • • • and roads maintenance, and transit. In the Western County fifty-five percent is to be used for highway and commuter rail projects, forty percent for local streets and roads, and five percent for transit. In the Coachella Valley forty percent is to be earmarked for its regional arterial system, fifteen percent for highway projects, thirty-five percent for local streets and roads, and the remaining ten percent for transit. All Palo Verde Valley funds are designated for the maintenance of local streets and roads. A provision also exists which allows for matching to the maximum extent possible federal and state funds for the implementation of commuter rail service to both Los Angeles and Orange counties. RATINGS Moody's Investors Service has assigned the 1997 Series A Bonds a rating of_, and Standard & Poor's Ratings Group has assigned the 1997 Series A Bonds a rating of— The ratings for the 1997 Series A Bonds reflect the understanding that upon delivery of the 1997 Series A Bonds, a policy insuring the payment when due of the principal of and interest on the 1997 Series A Bonds will be issued by the Bond Insurer. See "BOND INSURANCE. Moody's Investors Service has assigned the 1997 Series B Bonds a rating of _, and Standard & Poor's Ratings Group has assigned the 1997 Series B Bonds a rating of The ratings for the 1997 Series B Bonds reflect the understanding that upon delivery of the 1997 Series B Bonds, a policy insuring the payment when due of the principal of and interest on the 1997 Series B Bonds will be issued by the Bond Insurer. See "BOND INSURANCE." Certain information was supplied by the Commission to the rating agencies to be considered in evaluating the Bonds. The ratings reflect only the views of such rating agencies and any explanation of the significance of such ratings should be obtained from the rating agencies. There is no assurance that any rating will be retained for any given period of time or that the same will not be revised downward or withdrawn entirely by either rating agency if, in its judgment, circumstances so warrant. The Commission undertakes no responsibility either to bring to the attention of owners of the Bonds either the downward revision or withdrawal of any ratings obtained or to oppose any such revision or withdrawal. Any such downward revision or withdrawal of the ratings may have an adverse effect on the market price of the Bonds. TAX EXEMPTION In the opinion of Bond Counsel, under existing statutes, regulations, rulings and court decisions, the interest on the Bonds is excluded from gross income for federal income tax purposes pursuant to Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"). [The original issue discount ("OID") on the Bonds properly allocable to a registered owner thereof is treated as interest for purposes of federal income tax and is excluded from gross income for federal income tax purposes to the same extent as interest on the Bonds described above.) In addition, Bond Counsel is of the opinion that the Bonds are not "private activity bonds" within the meaning of Section 141(a) of the Code and, therefore, interest on the Bonds is not a specific item of tax preference for purposes of the Code's alternative minimum tax provisions, except to the extent provided in the following sentence. Interest on the Bonds received by a corporation will be included in adjusted current earnings for purposes of computing its alternative minimum tax liability. [OID is includable in adjusted current earnings as it accrues each year rather than at the time OID is actually paid to and received by the registered owners of the Bonds. OID accrues on an actuarial basis (i.e., on the basis of a geometric progression over the term of such Bonds) rather than ratably, and an owner's adjusted basis in such Bonds, used to determine the amount of gain or loss on disposition of such Bonds, will be increased by the amount of such accrued OID.] 19 000280 LA\970990071 Bond Counsel is further of the opinion that the interest on the Bonds is exempt from personal income taxes of the State of California under present state law. In rendering these opinions, Bond Counsel has relied upon representations and covenants of the Commission in the Indenture and in the Commission's Nonarbitrage Certificate conceming the investment and use of Bond proceeds, the rebate to the federal govemment of certain eamings thereon and the use of the facilities financed with the proceeds of the Commercial Paper Notes. In addition, Bond Counsel has assumed that all such representations are true and correct and that the Commission will comply with such covenants. Bond Counsel has expressed no opinion with respect to the exclusion of the interest on the Bonds from gross income under Section 103(a) of the Code in the event that any of such Commission representations are untrue or the Commission fails to comply with such covenants, unless such failure to comply is based on the advice or opinion of Bond Counsel. Bond Counsel has expressed no opinion regarding the effect, if any, of legislation enacted after the date hereof on the exclusion of interest on the Bonds from gross income for federal income tax purposes. In addition, no assurance can be given that such legislation could not directly or indirectly reduce the benefit of the receipt of interest which is otherwise excluded from gross income for federal income tax purposes. Bond Counsel has expressed no opinion regarding any impact of ownership of, receipt of interest on or disposition of the Bonds other than as expressly described above. Prospective purchasers of the Bonds should be aware that, in addition to other possible tax consequences, ownership of, receipt of interest on, or disposition of, the Bonds may be affected by the following federal income tax provisions: (i) Section 265 of the Code denies a deduction for interest on indebtedness incurred or continued to purchase or carry the Bonds or, in the case of a financial institution, that portion of a holder's interest expense allocable to interest on the Bonds, (ii) with respect to insurance companies subject to the tax imposed by Section 831 of the Code, Section 832(b)(5)(B)(i) of the Code reduces the deduction for loss reserves by 15 percent of the sum of certain items, including interest on the Bonds, (iii) for taxable years beginning before January 1, 1997, interest on the Bonds earned by some corporations could be subject to the environmental tax imposed by Section 59A of the Code, (iv) interest on the Bonds earned by certain foreign corporations doing business in the United States could be subject to a branch profits tax imposed by Section 884 of the Code, (v) passive investment income, including interest under Section 1375 of the Code for Subchapter S corporations that have Subchapter C earnings and profits at the close of the taxable year if greater than 25% of the gross receipts of such Subchapter S corporation is passive investment income and (vi) Section 86 of the Code requires recipients of certain Social Security and certain Railroad Retirement benefits to take into account, in determining the taxability of such benefits, receipts or accruals of interest on the Bonds. The presence of any such effect, as well as the magnitude thereof, depends on the specific factual situation with respect to each particular Bond owner. CONTINUING DISCLOSURE The Commission has covenanted for the benefit of the holders and beneficial owners of the Bonds to provide certain financial information and operating data relating to the Commission by not later than 270 days following the end of the Commission's fiscal year (presently June 30) (the "Annual Report"), commencing with the report for the 1997-98 fiscal year, and to provide notices of the occurrence of certain enumerated events, if material. The Annual Report will be filed by the Dissemination Agent on behalf of the Commission with each Nationally Recognized Municipal Securities Information Repository (the "NRMSIRs"). The notices of material events will be filed by the Dissemination Agent on behalf of the Commission with the Municipal Securities Rulemaking Board and with the NRMSIRs. The specific nature of the information to be contained in the Annual Report or the notices of material events is summarized under the caption "APPENDIX G- Summary of Continuing Disclosure Agreement." These covenants have been made in order to assist the Underwriter_ s in complying with Securities and Exchange Commission Rule 15c2-12(b)(5). 000204 • • • 20 LA\970990071 • • • LITIGATION No litigation is pending, or best knowledge of the Commission, threatened, against the Commission concerning the validity of the Bonds. The Commission is not aware of any litigation pending or threatened questioning the political existence of the Commission or contesting the Commission's ability to impose and collect the Sales Tax. The California Supreme Court on December 19, 1993 rendered its opinion in Rider v. County of San Diego. et al. 1 Cal. 4th 1 (1993). The plaintiffs in the Rider case challenged the ability of the San Diego County Regional Justice Facility Financing Agency ("Regional Agency") to impose a sales tax to fund the design and construction of justice facilities. The State authorizing legislation for the tax allows the tax to be imposed upon a majority vote of the electorate, and the tax had been approved by a 50.8% vote of the electorate. The plaintiffs in the Rider case argued that the sales tax was a special tax which must be approved by a two-thirds vote under Article XIII A of the California Constitution ("Proposition 13"). The Court of Appeals rejected the plaintiffs' arguments and authorized the imposition of the tax, and the Supreme Court invalidated the tax, holding that taxes levied by "special districts" such as the Regional Agency require two-thirds voter approval. The court held that an entity may be deemed a "special district" if it was created after the adoption of Article XIII A and is "essentially controlled" by an entity with the power to levy taxes. On September 28, 1996, the California Supreme Court rendered its opinion in Santa Clara County Local Transportation Authority v. Carl Guardino. et al. The Guardino decision affirmed the invalidation by the court of Appeal of a one-half of one percent retail transactions and use tax similar to the Sales Tax, which had been approved by 54.1 % of the voters voting on the measure. The Guardino decision was based on Proposition 62, a statutory initiative approved at a statewide election on November 4, 1986. Proposition 62 requires, among other things, that no local government or "district" may impose a special tax without two-thirds voter approval. The Guardino decision upheld the validity of Proposition 62 and held that the authority created to impose the retail transactions and use tax was a "district" and that the tax imposed by it was a "special tax" requiring two-thirds voter approval. Based on a review of existing laws and court decisions, including the Rider and the Guardino decisions, Best, Best & Krieger, General Counsel to the Commission, is of the opinion that a court should uphold the Measure A Sales Tax if it is challenged under Proposition 13 or Proposition 62 (assuming the case is properly presented and briefed). Unlike the Regional Agency in Rider, the Commission was created prior to the passage of Proposition 13 and does not appear to be "essentially controlled" under the test set forth in Rider. In addition, the State Legislature in 1992 passed SB 1845, which purports to make Rider inapplicable to sales taxes enacted by local transportation agencies prior to Rider. Further, unlike the situations in Rider and Guardino, the Measure A Sales Tax received over a two-thirds vote and was not subject to challenge during the statute of limitations period established in the Commission's sales tax authorizing legislation. However, the validity of the Measure A Sales Tax has not been reviewed by a court and no assurance can be provided as to the decision of a court in any particular case. FINANCIAL ADVISOR The Commission has retained Charles A. Bell Securities Corp. of San Francisco, California, as Financial Advisor in connection with the issuance and delivery of the . The Financial Advisor is not obligated to undertake, and has not undertaken to make, an independent verification or to assume responsibility for the accuracy, completeness, or fairness of the information contained in the Official Statement. 000285 LA\970990071 21 Charles A. Bell Securities Corp. is an investment banking corporation with its principal office in San Francisco. The Financial Advisors' contract with the Commission prohibits it from participating in the underwriting of any Commission debt. LEGAL MATTERS Legal matters incident to the issuance of the 1997 Series A Bonds are subject to the approving opinion of O'Melveny & Myers, LLP, Bond Counsel. The proposed form of the opinion to be delivered by Bond Counsel is attached hereto as Appendix D. Approval of other legal matters will be passed upon for the Commission by Best, Best & Krieger, General Counsel to the Commission. Certain legal matters will be passed upon for the Underwriters by Nossaman, Guthner, Knox & Elliott, LLP, Los Angeles, Califomia. UNDERWRITING The Bonds are being purchased by the Underwriters named on the cover hereof (the "Underwriters"). The Underwriters have agreed to purchase the 1997 Series A Bonds for the amount of $ (reflecting an underwriters' discount of $ and an [original issue premium] [original issue discount] of $ ), plus accrued interest from 1, 1997. The Underwriters have agreed to purchase the 1997 Series B Bonds for the amount of $ (reflecting an underwriters' discount of $ and an [original issue premium] [original issue discount] of $ ), plus accrued interest from 1, 1997. The purchase agreement relating to the Bonds provides that the Underwriters will purchase all of the Bonds if any are purchased, the obligation to make such purchase being subject to certain terms and conditions set forth in said purchase agreement, the approval of certain legal matters by counsel and certain other conditions. The Bonds may be offered and sold to certain dealers and others at prices lower than the offering prices stated on the cover page hereof. The offering prices may be changed from time to time. OTHER MATTERS The Official Statement is not to be construed as a contract or agreement between the Commission and the purchasers of any of the Bonds. Any statements made in this Official Statement involving matters of opinion, whether or not expressly so stated, are intended merely as an opinion and not as representations of fact. The information and expressions of opinion herein are subject to change without notice and neither the delivery of this Official Statement nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Commission since the date hereof.. Additional information may be obtained upon request from the office of the Commission at 3560 University Avenue, Suite 100, Riverside, California 92501, (909) 787-7141, Attention: Executive Director. • • • 22 LA\970990071 000286 • • • The execution and delivery of this Official Statement have been duly authorized by the Commission. RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: Jack Reagan, Executive Director t LA\970990071 23 000287 APPENDIX A RIVERSIDE COUNTY ECONOMIC AND DEMOGRAPHIC DATA The following information was obtained from the County of Riverside as of the latest date when such information becomes available. The Commission believes this to be a reliable source for such information but takes no responsibility for the accuracy thereof. • • 000288 LA1970990071 A-1 • APPENDIX B SUMMARY OF PRINCIPAL LEGAL DOCUMENTS The following is a brief summary of the provisions of the primary legal documents pertaining to the Bonds. Such summary is not intended to be definitive. Reference is directed to said documents for the complete text thereof. Copies of said documents are available from the Commission. INDENTURE Definitions The following terms, as used in the Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental and the Fifth Supplemental Indenture, and in this summary, have the meanings set forth below, Accreted Value means, with respect to any Capital Appreciation Bond, the Initial Amount thereof plus the interest accrued thereon, compounded at the applicable interest rate thereon on each date specified therein, and with respect to any Convertible Capital Appreciation Bond, the Initial Amount thereof plus the interest accrued thereon up to and including the Conversion Date thereof compounded at the applicable interest rate thereon on each date specified therein up to and including the Conversion Date thereof. The Accreted Value at any date shall be the amounts set forth in the Accreted Value Table as of such date, if such date is a compounding date, and if not, as of the immediately preceding compounding date plus the amount of daily interest accrued from such preceding compounding date to the date of determination. Accreted Value Table means the table denominated as such which appears as an exhibit to a Supplemental Indenture providing for a Series of Capital Appreciation Bonds or Convertible Capital Appreciation Bonds issued pursuant to such Supplemental Indenture. Annual Debt Service means, for any Fiscal Year in which the calculation is made or any subsequent Fiscal Year, the aggregate of the interest, principal amount and Mandatory Sinking Account Payments due or to become due, other than by reason of redemption at the option of the Commission, on all 1997 Series A Refunding Bonds Outstanding during such Fiscal Year or subsequent Fiscal Year. Assumed Debt Service means, for any Series of Bonds or Parity Debt in any Fiscal Year, the aggregate amount of principal and interest which would be payable on such Bonds or Parity Debt if each Excluded Principal Payment were amortized for a period specified by the Commission (but ending not later than the Tax Expiration Date) on a substantially level debt service basis, calculated based on an interest rate equal to 12% per annum. Board means the Board of Commissioners of the Commission. Bond Obligation means, as of any given date of calculation, (1) with respect to any Outstanding Current Interest Bond, the principal amount of such Bond, (2) with respect to any Outstanding Capital Appreciation Bond and any Convertible Capital Appreciation Bond up to and including the Conversion Date thereof, the Accreted Value thereof, and (3) with respect to any Convertible Capital Appreciation Bond after the Conversion Date thereof, the Final Compounded Amount thereof. Bond Reserve Requirement means with respect to a bond reserve account related to any Series of Bonds Outstanding, as of any date of calculation, an amount equal to Maximum Annual Debt Service for such Series; provided, however; that any Bonds backed by a direct draw letter of credit shall B-1 000289 be excluded from such calculations; provided further, that the Bond Reserve Requirement is subject to the limitation that the Bond Reserve Requirement shall not be funded in a manner, nor exceed an amount, which would, in an Opinion of Bond Counsel, adversely affect the tax-exempt status of such Series of Bonds; and provided further, that with respect to the 1997 Series A bonds, the term Bond Reserve Requirement means, as of any date of calculation, the least of (i) Maximum Annual Debt Service on the 1997 Series A Bonds, (ii) 10% of the outstanding principal amount of the 1997 Series A Bonds and (iii) 125% of the Annual Debt Service on the 1997 Series A Bonds. For purposes of the foregoing definition,. "principal amount" means the face amount of the 1997 Series A Bonds; provided, however, if the aggregate net original issue discount exceeds two percent (2%) of the face amount of the 1997 Series A Bonds, "principal amount' means the face amount of the 1997 Series A Bonds less the aggregate net original issue discount. Bonds means the Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds) authorized by, and at any time outstanding pursuant to, the Indenture. Business Day means any day other than (i) a Saturday, Sunday, or a day on which banking institutions in the State or the State of New York are authorized or obligated by law or executive order to be closed and (ii) for purposes of payments and other actions relating to Bonds secured by a letter of credit, any day upon which commercial banks in the city in which is located the office of the issuing bank at which demands for payment under the letter of credit are to be presented are authorized or obligated by law or executive order to be closed. Capital Appreciation Bonds means the Bonds of any Series designated as Capital Appreciation Bonds in the Supplemental Indenture providing for the issuance of such Series and on which interest is compounded and paid at maturity or on prior redemption. Code means the Internal Revenue Code of 1986, as amended, and the regulations applicable thereto or issued thereunder. Commission means Riverside.County Transportation Commission, a public entity of the State of California, duly organized and existing under the Law. Conversion Date means the first date after which interest (x) with respect to a Convertible Capital Appreciation Bond ceases to be compounded and added to the Initial Amount thereof, and (y) begins to be paid at least semi-annually from such date. Convertible Capital Appreciation Bonds means the Bonds of any Series designated as Convertible Capital'Appreciation Bonds in the Supplemental Indenture providing for the issuance of such Series and on which interest is compounded through and including the last day prior to the Conversion Date thereof (and which is not paid but is added to the Initial Amount), and is paid at least semiannually thereafter. Corporate Trust Office means the Corporate Trust Office of the Trustee at 333 South Beaudry Avenue, 25th Floor, Los Angeles, California 90017, or such other or additional offices as may be designated by the Trustee. Costs of Issuance means all items of expense directly or indirectly payable by or reimbursable to the Commission and related to the authorization, execution, sale and delivery of the Bonds, including but not limited to advertising and printing costs, costs of preparation and reproduction of documents, filing and recording fees, travel expenses and costs relating to rating agency meetings and other meetings concerning the Bonds, initial fees and charges of the Trustee, legal fees and charges, fees and disbursements of consultants and professionals, financial advisor fees and expenses, rating agency fees, fees and charges for preparation, execution, transportation and safekeeping of Bonds, surety, 000290 • • • B-2 • • • insurance and credit. enhancement costs, and any other cost, charge or fee in connection with the delivery of Bonds. Current Interest Bonds means the Bonds of any Series designated as Current Interest Bonds in the Supplemental Indenture providing for the issuance of such Series of Bonds and which pay interest at least semiannually to the Owners thereof excluding the first payment of interest thereon. Excluded Principal Payments means each payment of principal (or the principal component of lease or installment purchase payments) of Bonds or Parity Debt which the Commission determines (in the Supplemental Indenture or other document delivered on a date not later than the date of issuance of such Bonds or Parity Debt) that the Commission intends to pay with moneys which are not Revenues but from future debt obligations of the Commission and the Trustee may rely conclusively on such determination of the Commission. No such determination shall affect the security for such Bonds or Parity Debt or the obligation of the Commission to pay such payments from Revenues or from the Bond Reserve Fund. Fiscal Year means the period beginning on July 1 of each year and ending on the next succeeding June 30, or any other twelve-month period hereafter selected and designated as the official fiscal year period of the Commission which designation shall be provided to the Trustee in a Certificate of the Commission. Indenture means the indenture dated as of January 1, 1991, by and between the Trustee and the Commission, as originally executed or as it may from time to time be supplemented or amended by any Supplemental Indenture delivered pursuant to the provisions thereof. Information Services means Financial Information, Inc.'s "Daily Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302, Attention: Editor; Kenny Information Services' "Called Bond Service," 55 Broad Street, 28th Floor, New York, New York 10004; Moody's "Municipal and Government," Church Street, 8th Floor, New York, New York 10007, Attention: Municipal News Reports; and S&P's "Called Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; or, in accordance with the then -current guidelines of the Securities and Exchange Commission, such other addresses and/or such other services providing information with respect to called bonds, or no such services, as the Commission may designate in a Request of the Commission delivered to the Trustee. Insurance Policy means the municipal bond insurance policy issued by the Insurer pursuant to which the Trustee on behalf of the Commission is entitled to obtain funds to pay the principal of and accrued interest on the Insured Bonds. Insurance Trustee means United States Trust Company of New York, as insurance trustee for the Insurer. Insured Bonds means all of the 1997 Series A Bonds. Insurer means a company. Interest Period means the period from and including any Interest Payment Date to 'and including the day immediately preceding the next following Interest Payment Date, as applicable, except with respect to the initial Interest Period for any 1997 Bond, which shall commence on the earlier of the date of delivery or the dated date thereof and end on the first applicable Interest Payment Date. Investment Securities means (subject to certain exceptions specified in the Third Supplemental Indenture) the following: B-3 000291 (i) any bonds or other obligations which as to principal and interest constitute direct obligations of, or are unconditionally guaranteed by, the United States of America including obligations of any of the federal agencies and federally sponsored entities set forth in clause (iii) below to the extent unconditionally guaranteed by the United States of America; (ii) any certificates, receipts, securities or other obligations evidencing ownership of, or the right to receive, a specified portion of one or more interest payments or principal payments, or any combination thereof, to be made on any bond, note, or other obligation described above in clause (i); (iii) obligations of the Federal National Mortgage Association, the Government National Mortgage Association, Federal Home Loan Banks, Farmers Home Administration and Federal Home Loan Mortgage Association; (iv) housing authority bonds issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a pledge of annual contributions under an annual contributions contract or contracts with the United States of America; or project notes issued by public agencies or municipalities and fully secured as to the payment of both principal and interest by a requisition or payment agreement with the United States of America; (v) obligations of any state, territory or commonwealth of the United States of America or any political subdivision thereof or any agency or department of the foregoing; provided that at the time of their purchase such obligations are rated in either of the two highest Rating Categories by Moody's and Standard & Poor's; (vi) any bonds or other obligations of any state of the United States of America or any political subdivision thereof (a) which are not callable prior to maturity or as to which irrevocable instructions have been given to the trustee of such bonds or other obligations by the obligor to give due notice of redemption and to call such bonds for redemption on the date or dates specified in such instructions, (b) which are secured as to principal and interest and redemption premium, if any, by a fund consisting only of cash or bonds or other obligations of the character described above in clause (i) or (ii) which fund may be applied only to the payment of such principal of and interest and redemption premium, if any, on such bonds or other obligations on the interest payment dates and the maturity date or dates thereof or the specified redemption date or dates pursuant to such irrevocable instructions, as appropriate, (c) as to which the principal of and interest on the bonds and obligations of the character described above in clause (i) or (ii) which have been deposited in such fund along with any cash on deposit in such fund are sufficient to pay the principal of and interest and redemption premium, if any, on the bonds or other obligations described in this clause (vi) on the interest payment dates and the maturity date or dates thereof or on the redemption date or dates specified in the irrevocable instructions referred to in subclause (a) of this clause (vi), as appropriate, and (d) which have been rated in one of the two highest long-term Rating Categories by Moody's and Standard & Poor's; (vii) bonds, notes, debentures or other evidences of indebtedness issued or guaranteed by any corporation which are, at the time of purchase, rated by a nationally recognized rating agency in its highest short-term Rating Category, or if the term of such ' ` indebtedness is longer than three (3) years, rated by Moody's and Standard & Poor's in one of its two highest long-term Rating Categories, for comparable types of debt obligations; (viii) demand or time deposits or certificates of deposit, whether negotiable or nonnegotiable, issued by any bank or trust company organized under the laws of any state of the United States of America or any national banking association (including the Trustee), provided that such certificates of deposit shall be purchased directly from such a bank, trust company or national banking association and'shall be either (1) continuously and fully insured by the Federal B-4 000292 • • Deposit Insurance Corporation, or (2) continuously and fully secured by such securities and obligations as are described above in clauses (i) through (v), inclusive, which shall have a market value (exclusive of accrued interest) at all times at least equal to the principal amount of such certificates of deposit and shall be lodged with the Trustee, as custodian, by the bank, trust company or national banking association issuing each such certificate of deposit required to be so secured shall furnish the Trustee with an undertaking that the aggregate market value of all such obligations securing each such certificate of deposit will at all times be an amount equal to the principal amount of each such certificate of deposit and the Trustee shall be entitled to rely on each such undertaking; (ix) taxable commercial paper or tax-exempt commercial paper rated in the highest Rating Category by Moody's and Standard & Poor's; (x) variable rate obligations required to be redeemed or purchased by the obligor or its agent or designee upon demand of the holder thereof secured as to such redemption or purchase requirement by aliquidity agreement with a corporation and as to the payment of interest and principal either upon maturity or redemption (other than upon demand by the holder thereof) thereof by an unconditional credit facility of a corporation, provided that the variable rate obligations themselves are rated in the highest Rating Category for its short-term rating, if any, and in either of the two highest Rating Categories for its long-term rating, if any, by a nationally recognized rating agency, and that the corporations providing the liquidity agreement and credit facility have, at the date of acquisition of the variable rate obligation by the Trustee, an outstanding issue of unsecured, uninsured and unguaranteed debt obligations rated in either of the two highest long-term Rating Categories by Moody's and Standard & Poor's; (xi) any repurchase agreement with any bank or trust company organized under the laws of any state of the United States or any national banking association (including the Trustee) having a minimum permanent capital of one hundred million dollars ($100,000,000) or government bond dealer reporting to, trading with, and recognized as a primary dealer by the Federal Reserve Bank of New York, which agreement is secured by any one or more of the securities and obligations described in clauses (i) through (iv) inclusive, which shall have a market value (valued at least monthly) at least equal to the principal amount of such repurchase agreement and shall be lodged with the Trustee or other fiduciary, as custodian for the Trustee, by the bank, trust company, national banking association or bond dealer executing such repurchase . agreement, and the entity executing each such repurchase agreement required to be so secured shall furnish the Trustee with an undertaking that the aggregate market value of all such obligations securing each such repurchase agreement (as valued at least monthly) will be an amount equal to the principal amount of each such repurchase agreement and the Trustee shall be entitled to rely on each such undertaking; (xii) any cash sweep or similar account arrangement of the Trustee, the investments of which are limited to investments described in clauses (i) through (xi) and (xiii) through (xvi) of this definition of Investment Securities and any money market fund, the investments of which are limited to investments described in clauses (i) through (xi) and (xiii) through (xvi) of this definition of Investment Securities: (xiii) any investment agreement with a financial institution or insurance company which has at the date of execution thereof an outstanding issue of unsecured, uninsured and unguaranteed debt obligations or a claims paying ability rated in either of the two highest long-term Rating Categories by Moody's and Standard & Poor's; (xiv) shares of beneficial interest in diversified management companies investing exclusively in securities and obligations described in clauses (i) through (xiii) of this definition of Investment Securities and which companies have either the highest rating by a B-5 000293 nationally recognized rating agency or have an investment advisor registered with the Securities and Exchange Commission with not less than five (5) years experience investing in such securities and obligations and with assets under management in excess of five hundred million dollars ($500,000,000); (xv) obligations of the Resolution Trust Corporation and interest obligations of the Resolution Funding Corporation; (xvi) any investment approved by the Board for which confirmation is received from each rating agency then rating any of the Bonds that such investment will not adversely affect such agency's rating on such Bonds; (xvii) shares in a California common law trust established pursuant to Title 1, Division 7, Chapter 5 of the Government Code of the State of California which invests exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the Govemment Code of the State of California, as it may be amended; and (xviii) any financial futures or financial option contracts with an entity the debt securities of which are rated in the highest short-term or one of the two highest long-term Rating Categories by Moody's and Standard & Poor's. Law means the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et seq.) of the California Public Utilities Code, as now in effect and as it may from time to time hereafter be amended or supplemented. Mandatory Sinking Account Payment means, with respect to Bonds of any Series and maturity, the amount required by the Indenture or a Supplemental Indenture thereto to be deposited by the Commission in a Sinking Account for the payment of Term Bonds of such Series and maturity. Maximum Annual Debt Service means, with respect to any Series of Bonds or Parity Debt, the greatest amount of principal and interest becoming due and payable on such Bonds or Parity Debt in the Fiscal Year in which the calculation is made or any subsequent Fiscal Year; provided, however, that for the purposes of computing Maximum Annual Debt Service: (a) Excluded Principal Payments with respect, to such Series shall be excluded from such calculation and Assumed Debt Service shall be included in such calculation; (b) Outstanding Bonds or Parity. Debt which constitute or constitutes Variable Rate Indebtedness and Bonds or Parity Debt proposed to be issued which will constitute Variable Rate Indebtedness shall be assumed to bear interest at the maximum rate permitted on such Bonds or Parity Debt as established in the Supplemental Indenture or resolution providing for the issuance thereof, or if no maximum rate is specified then at 12% per annum; provided that in the event such Variable Rate Indebtedness is issued in connection with an interest rate swap agreement in which the Commission has agreed to pay a fixed interest rate and such interest rate swap agreement has been reviewed and approved by Standard & Poor's for purposes of this definition, then the interest rate for purposes of computing Maximum Annual Debt Service shall be such fixed interest rate for the period that such interest rate swap agreement is contracted to remain in full force and effect and thereafter shall be assumed to be such maximum rate described above or 12% per annum, as applicable; (c) principal and interest payments on such Bonds or Parity Debt shall be excluded to the extent such payments are to be paid from amounts on deposit with the Trustee or other fiduciary in escrow specifically therefor and to the extent that such interest payments are to be paid from the proceeds of Bonds or Parity Debt held by the Trustee or other fiduciary as capitalized interest specifically to pay such interest by the Trustee or other fiduciary; B-6 000294 • • • (d) in determining the principal amount due in each Fiscal Year, payment shall (unless a different subsection of this definition applies for purposes of determining principal maturities or amortization) be assumed to be made in accordance with any amortization schedule established for such debt, including any Mandatory Sinking Account Payments or any scheduled redemption payment of Bonds on the basis of Accreted Value, and for such purpose, the redemption payment or payment of Accreted Value shall be deemed a principal payment and interest that is compounded and paid as Accreted Value shall be deemed due on the scheduled redemption or payment date of such Capital Appreciation Bond; (e) if any interest rate swap agreement or similar agreement or arrangement in which the Commission has agreed to pay the floating amount thereunder is in effect with respect to the Bonds or Parity Debt to which it relates, no fixed amounts payable under such interest rate swap agreement shall he included in the calculation of Maximum Annual Debt Service, and the interest rate with respect to such Bonds or Parity Debt shall be assumed to be 12% per annum, unless the interest rate swap agreement has been reviewed and approved by Standard & Poor's and, if such agreement constitutes Parity Debt, by AMBAC Indemnity Corporation, which approval in each case shall not be unreasonably withheld, in which event only the amount of such floating payments to be made by the Commission that exceed the fixed amounts to be paid under the interest rate swap agreement shall be included in the calculation of Maximum Annual Debt Service; (f) if any Bonds feature an option on the part of the Bondowners or an obligation under the terms of such Bonds to tender all or a portion of such Bonds to the Commission, the Trustee or other fiduciary or agent, and require that such Bonds or portion thereof be purchased if properly presented, then for purposes of determining the amounts of principal and interest due in any Fiscal Year on such Bonds, the options or obligations of the Owners of such Bonds to tender the same for purchase or payment prior to their stated maturity or maturities shall be treated as a principal maturity occurring on the first date on which Owners of such Bonds may or are required to tender such Bonds, except that any such option or obligation to tender Bonds shall be ignored and not treated as a principal maturity if (1) such Bonds are rated in one of the two highest long-term Rating Categories by Moody's and by Standard & Poor's or such Bonds are rated in the highest short-term note or commercial paper Rating Categories by Moody's and by Standard & Poor's and (2) funds for the purchase price of such Bonds are to be provided by a letter of credit or standby bond purchase agreement and the obligation of the Commission with respect to the provider of such letter of credit or standby bond purchase agreement, other than its obligations on such Bonds, shall be subordinated to the obligation of the Commission on the Bonds or, if not subordinate, shall be incurred (assuming such immediate tender) under the conditions and meeting the tests for the issuance of Parity Debt set forth herein; and (g) if the Bonds or Parity Debt constitute or constitutes Paired Obligations, the interest rate on such Bonds or Parity Debt shall be the resulting linked rate or the effective fixed interest rate to be paid by the Commission with respect to such Paired Obligations. Moody's means Moody's Investors Service, a corporation duly organized and existing under and by virtue of the laws of the State of Delaware, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Moody's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Commission. 1997 Series A Bonds means the Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series A. 1997 Series A Costs of Issuance Fund means the fund by that name established pursuant to the Third Supplemental Indenture. B-7 000295 1997 Series A Reserve Account means the account by that name established within the Bond Reserve Fund pursuant to the Fourth Supplemental Indenture. Nonarbitrage Certificate means the Nonarbitrage Certificate delivered by the Commission at the time of the issuance and delivery of any Series of Bonds, as the same may be amended and supplemented in accordance with its terms. Opinion of Bond Counsel means a written opinion of a law firm of recognized national standing in the field of public finance selected by the Commission. Ordinance means the Transportation Expenditure Plan and Retail Transaction and Use Tax Ordinance adopted by the Commission on July 6, 1988 pursuant to the Law, which Ordinance provides for the imposition of a retail transactions and use tax applicable in the incorporated and unincorporated territory of the County of Riverside in accordance with the provisions of Part 1.6 (commencing with Section 7251) of Division 2 of the California Revenue and Taxation Code at the rate of one-half of one percent (1/2%) for a period not to exceed twenty (20) years. Owner or Bondholder or Bondowner whenever used in the Indenture with respect to a Bond, means. the person in whose name such Bond is registered. Paired Obligations shall mean any Series (or portion thereof) of Bonds or Parity Debt designated as Paired Obligations in the Supplemental Indenture or other document authorizing the issuance or incurrence thereof, which are simultaneously issued or incurred (i) the principal of which is of equal amount maturing and to be redeemed (or cancelled after acquisition thereof) on the same dates and in the same amounts, and (ii) the interest rates which, taken together, result in an irrevocably fixed interest rate obligation of the Commission for the terms of such Bonds or Parity Debt. Parity Debt shall mean any indebtedness installment sale obligation, lease obligation or other obligation for borrowed money, or any payment obligation under an interest rate swap agreement, cap, collar, floor or similar hedging agreement or other arrangement, in each case having an equal lien and charge upon Revenues and therefore payable on a parity with the Bonds (whether or not any Bonds are Outstanding). Person means a corporation, firm, association, partnership, trust or other legal entity or group of entities, including a governmental entity or any agency or political subdivision thereof. Project means transportation facility and service improvements within the County of Riverside included within or consistent with the Ordinance, as amended, supplemented or otherwise modified from time to time, including the construction, acquisition maintenance and operation of streets, roads, highways (including State highways and public transit systems) and related improvements and repayment ofany indebtedness incurred for such purposes and the payment of all costs incidental to or connected with the accomplishment of such purposes including, without limitation, engineering, inspection, legal, fiscal agent, financial consultant and other fees, bond and other reserve funds, working capital, Bond interest and expenses for all proceedings for the authorization, issuance and sale of Bonds. Proportionate Basis, when used with respect to the redemption of Bonds, means that the amount of Bonds of each maturity to be redeemed shall be determined, as nearly as the Commission shall determine to be practicable, by multiplying the total amount of funds available for redemption by the ratio which the amount of Bond Obligation of Bonds of such maturity bears to the amount of all Bond Obligation of Bonds to be redeemed, provided that if the amount available for redemption of Bonds of any maturity is insufficient to redeem a multiple of $5,000 principal amount or Accreted Value payable at maturity, such amount shall be applied to the redemption of the highest possible integral multiple (if any) of $5,000 principal amount or Accreted Value payable at maturity. For purposes of the foregoing, Term Bonds shall be deemed to mature in the years and in the amounts of the Mandatory Sinking Account Payments, and 000296 • • • B-8 • • • Capital Appreciation Bonds, Convertible Capital Appreciation Bonds and Current Interest Bonds maturing or subject to Mandatory Sinking Account Payments in the same year shall be treated as separate maturities. When used with respect to the payment or purchase of Bonds, "Proportionate Basis" shall have the same meaning set forth above except that "pay" or "purchase" shall be substituted for "redeem" or "redemption" and "paid" or "purchased" shall be substituted for "redeemed." Rating Category means (i) with respect to any long-term rating category, all ratings designated by a particular letter or combination of letters, without regard to any numerical modifier, plus or minus sign or other modifier and (ii) with respect to any short-term or commercial paper rating category, all ratings designated by a particular letter or combination of letters and taking into account any numerical modifier, but not any plus or minus sign or other modifier. Rebate Instructions means those calculations and directions required to be delivered to the Trustee by the Commission under the Nonarbitrage Certificate. Rebate Requirement means the Rebate Requirement defined in the Nonarbitrage Certificate. Redemption Price means, with respect to any Bond (or portion thereof), the principal amount, Accreted Value or Final Compounded Amount, as applicable, of such Bond (or portion thereof) plus the applicable premium, if any, payable upon redemption thereof pursuant to the provisions of such Bond and the Indenture. Representation Letter means the Letter of Representations with respect to the 1997 Series A Bonds, dated the date of delivery of the 1997 Series A Bonds and delivered to The Depository Trust Company. Retail Transactions and Use Tax means the retail transactions and use tax enacted by the Ordinance. Revenues means all Sales Tax Revenues and all interest, profits and other income received from the investment of Sales Tax Revenues (other than amounts in the Rebate Fund and the Redemption Fund). Revenues does not include grants from the State or federal governments or any agency or instrumentality thereof or any other funds or assets of the Commission except Sales Tax Revenues and earnings•thereon; provided that the Commission by Supplemental Indenture may provide for additional revenues or assets of the Commission to be included in the definition of Revenues in accordance with the Indenture. Sales Tax Revenues means the amounts available for distribution to the Commission on and after July.1, 1989 on account of the Retail Transactions and Use Tax imposed in the County of Riverside pursuant to the Law after deducting amounts payable by the Commission to the State Board of Equalization for costs and for its services in connection with the Retail Transactions and Use Taxes collected pursuant to the Law. Securities Depositories means the following: The Depository Trust Company, 711 Stewart Avenue, Garden City, New York 11530, Fax-(516) 227-4039 or 4190; Midwest Securities Trust Company, Capital Structures -Call Notification, 440 South LaSalle Street, Chicago, Illinois 60605, Fax-(312) 663- 2343; Philadelphia Depository Trust Company, Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond Department, Fax-(215) 497-5058; or, in accordance with then current guidelines of the Securities and Exchange Commission, to such other addresses and/or such other securities depositories, or no such depositories, as the Commission may designate in a request of the Commission delivered to the Trustee. 00029'7. B-9 Serial Bonds means Bonds, maturing in specified years, for which no Mandatory Sinking Account Payments are provided. Series, whenever used herein with respect to Bonds, means all of the Bonds designated as being of the same series, authenticated and delivered in a simultaneous transaction, regardless of variations in maturity, interest rate, redemption and other provisions, and any Bonds thereafter authenticated and delivered upon transfer or exchange or in lieu of or in substitution for (but not to refund) such Bonds as herein provided. Sinking Accounts means the accounts in the Principal Fund so designated and established pursuant to the Indenture for the payment of Term Bonds. Standard & Poor's means Standard & Poor's Ratings Group, a corporation duly organized and existing under and by virtue of the laws of the State of New York, and its successors and assigns, except that if such corporation shall be dissolved or liquidated or shall no longer perform the functions of a securities rating agency, then the term "Standard & Poor's" shall be deemed to refer to any other nationally recognized securities rating agency selected by the Commission. State means the State of California. Supplemental Indenture means any indenture hereafter duly executed and delivered, supplementing, modifying or amending the Indenture, but only if and to the extent that such Supplemental Indenture is specifically authorized thereunder. Tax Expiration Date means June 30, 2009, or such later date to which the levy of the Retail Transactions and Use Tax is extended in accordance with the Law. Term Bonds means Bonds payable at or before their specified maturity date or dates from Mandatory Sinking Account Payments established for that purpose and calculated to retire such Bonds on or before their specified maturity,date or dates. Trustee means First Trust of California National Association, a national banking association, organized and existing under the laws of the United States, or its successor, as Trustee as provided in the Indenture. Variable Rate Indebtedness means any indebtedness the interest rate on which isrnot fixed at the time of occurrence of such indebtedness, and has not at some subsequent date been fixed, at a single numerical rate for the entire term of the indebtedness, excluding Paired Obligations. Pledge of Revenues • . Pursuant to the Indenture, all Revenues are pledged to secure the payment of the principal of and interest on the Bonds and any Parity Debt in accordance with their terms, subject to certain provisions of the Indenture. For an additional description of the security for the 1997 Series A Bonds, see "SECURITY FOR THE 1997 SERIES A BONDS AND SOURCE OF PAYMENT" herein. Additional Bonds: Refunding Bonds: Subordinate Obligations The Commission may by Supplemental Indenture establish one or more Series of Bonds and the Commission may issue, and the Trustee may authenticate and deliver to or upon the written order of the Commission, Bonds of any Series so established, in such principal amount as shall be determined by the Commission, but only upon compliance by the Commission with certain provisions of the Indenture and subject to certain specific conditions precedent.to the issuance of any Series of Bonds set forth in the • • • B-10 000298 • • • Indenture. (See "SECURITY FOR THE 1997 SERIES A BONDS AND SOURCE OF PAYMENT - Parity Bonds," "-Additional Obligations; Subordinate Obligations" herein.) Establishment of Funds The following funds are established pursuant to the Indenture: the Revenue Fund, the Interest Fund, the Principal Fund, the Bond Reserve Fund, the Rebate Fund, the Subordinated Obligation Fund, the Subordinated Obligation Reserve Fund and the Redemption Fund. In addition, provision is made for a 1997 Series A Reserve Account of the Bond Reserve Fund and a 1997 Series A Costs of Issuance Fund, all of which are created and funded under the terms of the Third Supplemental Indenture. Allocation of Sales Tax Revenues. All Sales Tax Revenues, when and as received by the Trustee, will be deposited by the Trustee in the Revenue Fund. All excess amounts transferred from the Bond Reserve Fund in accordance with the Indenture will also be deposited by the Trustee in the Revenue Fund. All moneys in the Revenue Fund shall be set aside by the Trustee, in the following respective funds, in the following amounts, and the following order of priority, the requirements of each such fund at the time of deposit to be satisfied before any deposit is made to any fund subsequent in priority; provided that on a parity with such deposits the Trustee may set aside or transfer amounts with respect to the outstanding Parity Debt as provided in the transcript of proceedings for such Parity Debt: (a) Interest Fund. The Trustee shall deposit in the Interest Fund as soon as practicable in each month an amount equal to (a) one -sixth (1/6) of the aggregate amount of interest becoming due and payable on the Outstanding Current Interest Bonds and Outstanding Convertible Capital Appreciation Bonds after the Conversion Date thereof (except for Bonds constituting Variable Rate Indebtedness) during the next ensuing six (6) months (excluding any interest for which there are moneys deposited in the Interest Fund from the proceeds of any Series of Bonds or other sources and reserved as capitalized or accrued interest to pay such interest during said next ensuing six (6) months), until the requisite amount of interest on all such outstanding Current Interest Bonds and Outstanding Convertible Capital Appreciation Bonds (except for Bonds constituting Variable Rate Indebtedness) is on deposit in such fund, plus (b) the aggregate amount of interest, calculated at a rate per annum equal to the greater of (i) the rate calculated pursuant to clause (b) of the definition of Maximum Annual Debt Service or iithe maximum rate contemplated by such Outstanding Variable Rate Indebtedness, if the actual ate of interest is not known, to accrue during that month on the Outstanding Variable Rate Indebtedness. No deposit need be made into the Interest Fund if the amount contained therein is at least equal to the interest to become due and payable on the next succeeding interest payment date upon all of the Bonds issued under the Indenture and then outstanding. All amounts in the Interest Fund shall be used and withdrawn by the Trustee solely for the purposes of paying interest on the Bonds as it shall become due and payable (including accrued interest on any Bonds purchased or redeemed prior to maturity pursuant to the Indenture) and making payments on interest rate swap agreements as provided in the Indenture. • (b) Principal Fund; Sinking Accounts. The Trustee shall deposit in the Principal Fund as soon as practicable in each month an amount equal to at least (a) one -twelfth (1/12) of the aggregate yearly amount of Bond Obligation becoming due and payable on the outstanding Serial Bonds of all_Series having annual maturity dates within the next twelve (12) months, plus (b) one -twelfth (1/12) of the aggregate of the Mandatory Sinking Account Payments to be paid during the next twelve-month period into the respective Sinking Accounts for the term Bonds or all Series for which Sinking Accounts shall have been created and for which annual mandatory redemption is required from such Sinking Accounts. No deposit need be made into the Principal Fund so long as there shall be in such Fund (i) moneys sufficient to pay the Bond Obligations of all Serial Bonds issued pursuant to the Indenture and then outstanding and maturing by their terms within the next twelve (12) months, plus (ii) the aggregate of all Mandatory Sinking Account Payments required to be made in such twelve-month period. All amounts in the Principal Fund shall be used and withdrawn by the Trustee solely for the purposes of paying the Bond Obligation of the Bonds when due and payable, except that all amounts in the Sinking Accounts shall be B-11 000299 used and withdrawn by the Trustee solely to purchase or redeem or pay at maturity Term Bonds as provided in the Indenture. (c) Bond Reserve Fund. The Trustee shall deposit as soon as practicable in each month in the Bond Reserve Fund, upon the occurrence of any deficiency therein, one -sixth (1/6) of the aggregate amount of each unreplenished prior withdrawal from the Bond Reserve Fund until the balance in the Bond Reserve Fund is at least equal to the Bond Reserve Requirement. All amounts in the Bond Reserve Fund (including all amounts which may be obtained from letters of credit, surety bonds and insurance policies on deposit in the Bond Reserve Fund) shall be used and withdrawn by the Trustee solely for the purpose of making up any deficiency in the Interest Fund or the Principal Fund, or (together with any other moneys available there for) for the payment or redemption of all Bonds then outstanding or for the payment of the final principal and interest payment of a Series of Bonds, if following such payment the amounts in the Bond Reserve Fund (including the amounts which may he obtained from letters of credit, surety bonds and insurance policies on deposit therein) will equal the Bond Reserve Requirement. (d) Rebate Fund. The -Trustee shall deposit as soon as practicable in each month in the Rebate Fund to the extent necessary, except as otherwise provided in the Indenture, an amount such that the balance of the Rebate Fund shall be equal to the Rebate Requirement, as computed in accordance with the Nonarbitrage Certificate. (e) Subordinated Obligation Fund. The Trustee shall deposit in the Subordinated Obligation Fund the amounts specified in the applicable Supplemental Indentures relating to the Subordinated Obligations permitted by the Indenture. (f) Subordinated Obligation Reserve Fund. The Trustee shall deposit in the Subordinated Obligation Reserve Fund the amounts specified in the applicable Supplemental Indentures relating to the Subordinated Obligations permitted by the Indenture. Any Revenues remaining in the Revenue Fund after the foregoing transfers, except as otherwise provided in a Supplemental Indenture, shall be transferred to the Issuing and Paying Agent with respect to the Commission's subordinate commercial paper notes, and after making all required payments thereon, shall be transferred to the Commission. The Commission may use and apply the Revenues when received by it for any lawful purpose of the Commission. (g) Redemption Fund. All moneys deposited by the Commission with the Trustee for the purpose of optionally redeeming Bonds of any Series shall, unless otherwise directed by the Commission, be deposited in the Redemption Fund. All amounts deposited in the Redemption Fund shall be used and withdrawn by the Trustee solely for the purpose of redeeming Bonds of such Series, in the manner, at the times and upon the terms and conditions specified in the Supplemental Indenture pursuant to which such Series of Bonds was created; provided that, at any time prior to giving such notice of redemption the Trustee shall, upon receipt of a request of the Commission, apply such amounts to the purchase of Bonds of such Series at public or private sale, as directed by the Commission, except that the purchase price (exclusive of such accrued interest) may not exceed the Redemption Price or Accreted Value then applicable to such Bonds. All Term Bonds purchased or redeemed from the Redemption Fund shall be allocated to Mandatory Sinking Account Payments applicable to such Series and maturity of Term Bonds as may be specified by the Commission. ti Investments All moneys in any of the funds and accounts held by the Trustee and established pursuant to the Indenture shall be invested, as directed by the Commission, solely in Investment Securities. If and to the extent the Trustee does not receive investment instructions from the Commission with respect to the moneys in the funds and accounts held by the Trustee, such moneys shall be invested B-12 000300 • • • in Investment Securities described in clause (xii) of the definition thereof and the Trustee shall immediately request investment instructions from the Commission for such moneys. Moneys in the Bond Reserve Fund shall be invested in Investment Securities available on demand or maturing within five (5) years of the date of such investment. Moneys in the remaining funds and accounts shall be invested in Investment Securities maturing or available on demand not later than the date on which it is estimated that such moneys will be required by the Trustee. Unless otherwise provided in a Supplemental Indenture, all interest, profits and other income received from the investment of moneys in any fund or account, other than the bond reserve accounts in the Bond Reserve Fund, the Redemption Fund and the Project Funds (as defined in the related Supplemental Indenture), shall remain in such fund or account, except as required by the Indenture to preserve the tax exemption of the Bonds. All interest, profits and other income received from the investment of moneys in a bond reserve account in the Bond Reserve Fund shall be transferred to the related Project Fund, and all interest, profits and other income received from the investment of moneys in each Project Fund shall remain in such Project Fund, in each case until the earlier of (i) two years from the date of original issuance of the applicable Series of Bonds or (ii) closure of the related Project Fund, at which time such interest, profits and other income shall be transferred to the Interest Fund; provided, that in accordance with an Order of the Commission, interest, profits and other income received from the investment of moneys in a Project Fund shall not be transferred to the Interest Fund, but shall remain in such Project Fund. After a Project Fund is closed, all such receipts shall be applied in accordance with the provisions governing the application of Revenues as set forth in the Indenture. Covenants of the Commission Collection of Sales Tax Revenues. The Commission has duly levied the Retail Transactions and Use Tax in accordance with the Law, pursuant to and in accordance with the Ordinance, duly passed and adopted by the Commission. Said Ordinance has not and will not be amended, modified or altered so long as any of the Bonds are Outstanding in any manner which would reduce the amount of or timing of receipt of Sales Tax Revenues, and the Commission will continue to levy and collect such retail transactions and use taxes to the full amount permitted by law. The Commission has entered into an agreement with the State Board of Equalization under and pursuant to which the State Board of Equalization will process and supervise collection of the Retail Transactions and Use Tax and will transmit Sales Tax Revenues directly to the Trustee. Such agreement will be continued in effect so long as any of the Bonds are outstanding and shall not be amended, modified or altered without the written consent of the Trustee so long as any of the Bonds are Outstanding. The Commission will separately account for all Revenues and provide to the Trustee access to such accounting records at reasonable hours and under reasonable circumstances. Punctual Payment. The Commission or Redemption Price of and interest on all the Bonds, of the Indenture, and shall punctually pay or cause to but in each case out of Revenues as provided in the I will punctually pay or cause to be paid the principal in strict conformity with the terms of the Bonds and be paid all Mandatory Sinking Account Payments, ndenture. Against Encumbrances. The Commission will not create any pledge, lien or charge' upon any of the Revenues having priority over or having parity with the lien of the Bonds except as permitted under the Indenture. Tax Covenants: Rebate Fund In order to maintain the exclusion from gross income of the interest on the Bonds for federal income tax purposes, the Commission has covenanted to make all calculations relating to any rebate of excess investment earnings on the proceeds of the Bonds due to the United States Treasury in a B-13 000301 reasonable and prudent fashion and to segregate and set aside the lawfully available amounts such calculations indicate may be required to be paid to the United States Treasury, and otherwise to at all times do and perform all acts and things within its power and authority necessary to comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code. In furtherance of this covenant, the Commission has agreed to comply with the Nonarbitrage Certificate. The Trustee, by acceptance of its duties under the Indenture, has agreed to comply with any instructions received from the Commission which the Commission indicates must be followed in order to comply with the Nonarbitrage Certificate. The Trustee shall establish and maintain a fund separate and apart from all other funds established and maintained pursuant to the Indenture designated as the Rebate Fund. Subject to the transfer provisions provided in the Indenture, all money at any time deposited in the Rebate Fund shall be held, pursuant to Section 148 of the Code, for payment to the federal government of the United States of America and will not be pledged to payment of interest or principal or Redemption Price, if applicable, on the Bonds. If the Commission shall provide to the Trustee an Opinion of Bond Counsel to the effect that any action required under the tax covenants of the Indenture is no longer required, or to the effect that some further action is required, to maintain the exclusion of gross income of the interest on the Bonds pursuant to Section 103 of the Code, the Commission and the Trustee may rely conclusively on such opinion in complying with the provisions of the Indenture, and such tax covenants in the Indenture shall be deemed to be modified to that extent. Events of Default The following events shall be Events of Default: (a) default in the due and punctual payment of the principal or Redemption Price of any Bond when and as the same shall become due and payable, whether at maturity as therein expressed, by proceedings for redemption, by declaration or otherwise, or default in the redemption from any Sinking Account of any Bonds in the amounts and at the times provided therefor; (b) default in the due and punctual payment of any installment of interest on any Bond when and as such interest installment shall become due and payable; (c) if the Commission shall fail to observe or perform any covenant, condition, agreement or provision in the Indenture on its part to be observed or performed, other than as referred to in subsection (a) or (b) above, for a period of sixty (60) days after written notice, specifying such failure and requesting that it be remedied, has been given to the Commission by. the Trustee; except that, if such failure can be remedied but not within such sixty (60) day period and if the Commission has taken all action reasonably possible to remedy such failure within such sixty (60) day period, such failure shall not become an Event of Default for so long as the Commission shall diligently proceed to remedy the same in accordance with and subject to any directions or limitations of time established by the Trustee; (d) if any default shall exist under any agreement governing any'Parity Debt and such default shall continue beyond the grace period, if any, provided for with respect to such default; (e) if the Commission files a petition in voluntary bankruptcy, for the composition of its affairs or for its corporate reorganization under any State or federal bankruptcy or insolvency law, or makes an assignment for the benefit of creditors, or admits in writing to its insolvency or inability to pay debts as they mature, or consents in writing to the appointment of a trustee or receiver for itself; (f) if a court of competent jurisdiction shall enter an order, judgment or decree declaring the Commission insolvent, or adjudging it bankrupt, or appointing a trustee or receiver of the Commission, • IP B-14 000302 • • • or approving a petition filed against the Commission seeking reorganization of the Commission under any applicable law or statute of the United States of America or any state thereof, and such order, judgment or decree shall not be vacated or set aside or stayed within sixty (60) days from the date of the entry thereof; (g) if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Commission or of the Revenues, and such custody or control shall not be terminated within sixty (60) days from the date of assumption of such custody or control; or (h) if the Legislature of the State shall repeal or amend all or any portion of the provisions of the Law relating to the Retail Transactions and Use Tax, being Sections 240300 to 240323, inclusive, of the Public Utilities Code of the State unless the Trustee has determined in its sole judgment that said repeal or amendment does not materially and adversely affect the rights of Bondholders. Remedies of Bondholders The Trustee is appointed (and the successive respective Owners of the Bonds, by taking and holding the same shall be conclusively deemed to have so appointed the Trustee) to represent the Owners in the matter of exercising and prosecuting on their behalf such rights and remedies as may be available to such Owners under the provisions of the Bonds, the Indenture, the Law and applicable provisions of any other law. Upon any default or other occasion, giving rise to a right in the Trustee to represent the Bondholders, the Trustee may take such action as may seem appropriate and, upon the written request of the Owners of not less than 33-1/3% in aggregate amount of Bond Obligation of the Bonds then Outstanding, and upon being indemnified to its satisfaction therefor, shall proceed to protect or enforce its rights or the rights of such Owners by such appropriate actions as it shall deem most effectual to protect and enforce any such right. No remedy conferred upon or reserved to the Trustee or to the Owners of the Bonds is intended to be exclusive of any other remedy or remedies, and each and every such remedy to the extent permitted by law, shall be cumulative and in addition to any other remedy given under the Indenture or now or hereafter existing at law or in equity or otherwise. Amendments The Indenture and the rights and obligations of the Commission, the Owners of the Bonds and the Trustee may be modified or amended at any time by a Supplemental Indenture, with the written consent of the Owners of a majority in the aggregate amount of Bond Obligation of the Bonds then Outstanding. No such modification or amendment shall (a) extend the fixed maturity of any Bond or reduce the amount of principal thereof, or extend the time of payment or reduce the amount of any Mandatory Sinking Account Payment provided for the payment of any Bond, or reduce the rate of interest thereon, or extend the time of payment of interest thereon, or reduce any premium payable upon the redemption thereof, without the consent of the Owner of each Bond so affected, or (b) reduce the aforesaid percentage of Bond Obligation the consent of the Owners of which is required to effect any such modification or amendment, or permit the creation of any lien on the Revenues and other assets pledged under the Indenture, or deprive the Owners of the Bonds of the lien created by the Indenture on such Revenues and other assets, without the consent of the Owners of all of the Bonds then Outstanding' The Indenture and the rights and obligations of the Commission, of the Trustee and the Owners of the Bonds may also be modified or amended at any time by a Supplemental Indenture, without the consent of any Bondholders but only to the extent permitted by law and only for any one or more of the following purposes: B-15 000303 (1) To add to the covenants and agreements of the Commission, to pledge or assign additional security for the Bonds or to surrender any right or power reserved to or conferred upon the Commission; (2) To make such provisions for the purpose of curing any ambiguity, inconsistency or omission or of curing or correcting any defective provision, contained in the Indenture, or in regard to questions arising under the Indenture, as the Commission may deem necessary or desirable, and which shall not materially and adversely affect the interests of the Owners of the Bonds; (3) To modify, amend or supplement the Indenture in such manner as to permit qualification under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect, and to add such other terms, conditions and provisions as may be permitted by said act or similar federal statute, and which shall not materially and adversely affect the interests of the owners of the Bonds; (4) To make modifications or adjustments necessary or desirable to provide for the issuance of Variable Rate Indebtedness, Capital Appreciation Bonds or Parity Debt, subject to the provisions of the Indenture; (5) To provide for the issuance of Bonds in book -entry form or bearer form, provided that no such provision shall materially and adversely affect the interests of the Owners of the Bonds; (6) To make modifications or adjustments necessary to accommodate credit enhancements including letters of credit and insurance policies delivered with respect to the Bond Reserve Fund; (7) If the Commission agrees in a Supplemental Indenture to maintain the exclusion of interest on a Series of Bonds from gross income for purposes of federal income taxation, to make such provisions as are necessary or appropriate to ensure such exclusion; (8) To provide for the issuance of an additional Series of Bonds pursuant to provisions of the Indenture; and (9) For any other purpose that does not materially and adversely affect the interests of the Owners of the Bonds. Defeasance following ways: Bonds of any Series or a portion thereof may be paid by the Commission in any of the (a) by paying or causing to be paid the Bond Obligations of and interest on such Outstanding Bonds, as and when the same become due and payable; (b) by depositing with the Trustee, an escrow agent or other fiduciary, in trust, at or before maturity, money or securities in the necessary amount (as provided in the Indenture) to pay or redeem such Outstanding Bonds; or Bonds. (c) by delivering to the Trustee, for cancellation by it, such Outstanding Bonds. If the Commission shall pay all Series for which any Bonds are Outstanding and also pay or cause to be paid all other sums payable under the Indenture by the Commission, then and in that case, at the election of the Commission (evidenced by a Certificate of the Commission, filed with the Trustee, signifying the intention of the Commission to discharge all such indebtedness and the Indenture), and B-16 000304 • • • notwithstanding that any Bonds shall not have been surrendered for payment, the Indenture and the pledge of Revenues and other assets made under the Indenture and all covenants, agreements and other obligations under the Indenture shall cease, terminate, become void and be completely discharged and satisfied. FOURTH SUPPLEMENTAL INDENTURE Terms of the Bonds The Fourth Supplemental Indenture sets forth the terms of the 1997 Series A Bonds, most of which terms are described in this Official Statement under the caption "DESCRIPTION OF THE 1997 SERIES A BONDS." Additional information with respect to certain of such terms is set forth below. • Principal and Interest Payments on the 1997 Series A Bonds The 1997 Series A Bonds shall be issued in fully registered form, in denominations of $5,000 or any integral multiple thereof, and shall initially be registered in the name of "Cede & Co." as nominee of The Depository Trust Company. The 1997 Series A Bonds shall be dated 1, 1997. Interest on the 1997 Series A Bonds shall be payable on June 1 and December 1, commencing December 1, 1997. Establishment and Application of 1997 Series A Costs of Issuance Fund The Trustee shall establish a separate fund designated as the "1997 Series A Costs of Issuance Fund." Amounts in the 1997 Series A Costs of Issuance Fund shall be used and withdrawn by the Trustee to pay the Costs of Issuance of the 1997 Series A Bonds. All investment eamings on funds held in the 1997 Series A Costs of Issuance Fund shall be deposited in the Project Fund and any remaining funds in such account after payment of all costs of issuance shall be transferred to the Revenue Fund. Establishment and Application of 1997 Series A Reserve Account The Trustee shall establish a separate account within the Bond Reserve Fund designated as the "1997 Series A Reserve Account." The Trustee shall deposit in the 1997 Series A Reserve Account proceeds of the 1997 Series A Bonds in an amount equal to the Bond Reserve Requirement with respect to the 1997 Series A Bonds. Amounts in the Bond Reserve Fund, including amounts in the 1997 Series A Reserve Account, are available to make payments of principal, premium, if any, and interest with respect to all of the Bonds. Bond Insurance In the event that the Trustee determines, at least three days prior to a payment date on the Insured Bonds, that there are insufficient funds to pay all principal of and interest on the Insured Bonds, the Trustee shall immediately notify the Insurer and State Street Bank and Trust Company, N.A., New York, New York ("Fiscal Agent'), or its successor agent, specifying the amount of the anticipated deficiency, the Insured Bonds to which such deficiency is applicable and whether such Bonds will be deficient as to principal or interest, or both. If, by said interest payment date, the Issuer has not provided the amount of such deficiency, the Trustee shall simultaneously make available to the Insurer and to the Fiscal Agent the registration books for the Insured Bonds maintained by the Trustee. The Trustee shall provide the Insurer with a list of registered owners of Insured Bonds entitled to receive principal or interest payments from the Insurer and shall make arrangements with the Insurance Trustee to mail checks or drafts to the registered Owners of Insured Bonds. B-17 000305 The Trustee shall, at the time it provides notice to the Insurer, notify registered Owners of Insured Bonds entitled to receive the payment of principal or interest thereon from the Insurer (i) as to the fact of such entitlement, (ii) that the Insurer will remit to them all or a part of the interest payments next coming due upon proof of Bondholder entitlement to interest payments and delivery to the Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of the registered Owner's right to payment, (iii) that should they be entitled to receive full payment of principal from the Insurer, they must surrender their Insured Bonds (along with an appropriate instrument of assignment in. form satisfactory to the Insurance Trustee to permit ownership of such Bonds to be registered in the name of the Insurer) for payment to the Insurance Trustee, and not the Trustee, and (iv) that should they be entitled to receive partial payment of principal from the Insurer, they must surrender their Insured Bonds for payment thereon first to the Trustee, who shall note on such Bonds the portion of the principal paid by the Trustee and then, along with an appropriate instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee, which will then pay the unpaid portion of principal. In the event that the Trustee has notice that any payment of principal of or interest on a Bond has been recovered from a Bondholder pursuant to the United States Bankruptcy Code by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having competent jurisdiction, the Trustee shall at the time it provides notice to the Insurer, notify all Bondholders that in the event that any Bondholder's payment is so recovered, such Bondholder will be entitled to payment from the Insurer to the extent &such recovery, and the Trustee shall furnish to the Insurer its records evidencing the payments of principal of and interest on the Bonds which have been made by the Trustee and subsequently recovered from Bondholders, and the dates on which such payments were made. The Insurer shall, to the extent it makes payment of principal of or interest on the Insured Bonds, become subrogated to the rights of the recipients of such payments in accordance with the terms of the Insurance Policy and, to evidence such subrogation, (1) in the case of subrogation as to claims for past due interest, the Trustee shall note the Insurer's rights as subrogee on the registration books maintained by the Trustee upon receipt from the Insurer of proof of the payment of interest thereon to the Bondholders of such Insured Bonds and (2) in the case of subrogation as to claims for past due principal, the Trustee shall note the Insurer's rights as subrogee on the registration books for the Insured Bonds maintained by the Trustee upon receipt of proof of the payment of principal thereof to the Bondholders of such Insured Bonds. Notwithstanding anything in the Third Supplemental Indenture or the Bonds to the contrary, the Trustee shall make payment of such past due interest and past due principal directly to the Insurer to the extent that the Insurer is a subrogee with respect thereto. Any acceleration of the Insured Bonds or any annulment thereof shall be subject to the prior written consent of the Insurer (if it has not failed to comply with its payment obligations under the Insurance Policy). . For all purposes of the Indenture, provisions governing events of default and remedies, except the giving of notice of default to Bondholders, the Insurer shall be deemed to be the sole holder of the bonds it has insured for so long as it has not failed to comply with its payment obligations under the Insurance Policy. • • • B-18 000306 • • • APPENDIX C PROPOSED FORM OF OPINION OF BOND COUNSEL [Date] Riverside County Transportation Commission 3560 University Avenue, Suite 100 Riverside, California 92501 Re: $ Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series A Ladies and Gentlemen: We have acted as bond counsel in connection with the issuance and sale by the Riverside County Transportation Commission (the "Issuer") of $ aggregate principal amount of bonds designated Riverside County Transportation Commission Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series A (the 'Bonds"). The Bonds are issued under the Riverside County Transportation Sales Tax Act, Division 25 (Section 240000 et seq.) of the Califomia Public Utilities Code and pursuant to an Indenture dated as of January 1, 1991 between the Issuer and Security Pacific National Bank, as initial trustee (the "Initial Trustee"), as supplemented by the First Supplemental Indenture as of January 1, 1991 between the Issuer and the Initial Trustee, the Second Supplemental Indenture dated as of January 1, 1993 between the Issuer and Bank of America National Trust and Savings Association, as successor trustee to the Initial Trustee, the Third Supplemental Indenture dated as of January 1, 1997 (the "Third Supplemental Indenture"), and the Fourth Supplemental Indenture dated as of 1, 1997 (the "Fourth Supplemental Indenture") between the Issuer and First Trust of California, National Association, as trustee (the "Trustee") (collectively, the "Indenture"). Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture. As bond counsel, we have examined copies, certified to us as being true and complete copies, of the proceedings of the Issuer for the authorization and issuance of the Bonds. In this connection we have also examined such certificates of public officials and officers of the Issuer as we have considered necessary for the purposes of this opinion. We have, with your approval, assumed that all items submitted to us as originals are authentic and that all items submitted as copies conform to the originals. On the basis of such examination, our reliance upon the assumptions contained herein and our consideration of those questions of law we considered relevant, and subject to the limitations and qualifications in this opinion, we are of the opinion that: E 1. The Bonds have been duly authorized and issued and constitute legally valid and binding obligations of the Issuer, enforceable in accordance with their terms and the terms of the Indenture. 2. The Bonds are limited obligations of the Commission, payable solely from Revenues and other amounts provided under the Indenture, and are secured by a pledge of Revenues, subject to the provisions of the -Indenture permitting the application thereof for the purposes and on the C-1 000307 terms and conditions set forth therein. Bonds and other obligations of the Issuer may be issued from time to time payable from the Revenues on a parity basis with the Bonds. 3. The Fourth Supplemental Indenture has been duly authorized, executed and delivered by the Issuer in accordance with the Indenture, and the Indenture constitutes the legally valid and binding obligation of the Issuer, enforceable in accordance with its terms. The Bonds, assuming due authentication by the Trustee, are entitled to the benefits of the Indenture. 4. • Upon delivery of the Bonds, the aggregate principal amount of all Bonds (as defined in the Indenture) Outstanding will not exceed the amount permitted under the Indenture. 5. Under existing statutes, regulations, rulings and court decisions, interest on the Bonds is excluded from gross income for federal income tax purposes pursuant to section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"). In addition, the Bonds are not "private activity bonds" within the meaning of Section 141(a) of the Code and, therefore, interest on the Bonds is not a specific item of tax preference for purposes of the Code's alternative minimum tax provisions. However, interest on the Bonds received by a corporation will be included in adjusted current earnings for purposes of computing such corporation's alternative minimum tax liability. [The original issue discount (" OID") on the Bonds, if any, is treated as interest for federal income tax purposes and is excluded from gross income to the same extent as interest on the Bonds. OID is includable in adjusted current earnings as it accrues each year rather than at the time OID is actually paid to the owners upon maturity or early redemption of the Bonds. OID accrues on an actuarial basis (Le., on a constant yield to maturity basis) each semiannual period. The OID for any given semiannual period is allocated ratably to each day in such semiannual period. An owner's adjusted basis in any Bond sold with OID will be increased by the amount of any accrued OID for purposes of determining the amount of gain or loss on disposition of such Bond.] 6. The interest (and OID) on the bonds is exempt from personal income taxes of the State of California under present State law. The opinions set forth above (i) assume that the Trustee has duly authenticated the Bonds and (ii) are subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or affecting creditors' rights generally (including, without limitation, fraudulent conveyance laws) and (b) the effect of general principles of equity, including, without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. In rendering the opinions set forth in paragraphs 5 and 6 above, we have relied upon representations and covenants of the Issuer in the Indenture and in the Tax and Nonarbitrage Certificate concerning the use of the facilities financed with Bond proceeds, the investment and use of Bond proceeds, and the rebate to the federal government of certain earnings thereon. In addition, we have assumed thatell such representations are true and correct and that the Issuer will comply with such covenants. We have expressed no opinion with respect to the exclusion of interest on the Bonds from gross income under Section 103(a) of the Code in the event that any of such representations are untrue or the Issuer shall fail to comply with such covenants, unless such failure to comply is based on our written advice or opinion. Except as stated above, we express no opinion as to any federal tax consequences of the ownership of, receipt of interest on, or disposition of the Bonds. No opinion is expressed herein on the accuracy, completeness or sufficiency of the Official Statement or other offering material relating to the Bonds. • • • C-2 00.0308 • We call attention to the fact that the opinions expressed herein may be affected by actions taken or omitted or events occurring or failing to occur after the date hereof. We have not undertaken to determine, or inform any person, whether any such actions are taken, omitted, occur or fail to occur. Respectfully submitted, 000309 C-3 APPENDIX D DEBT SERVICE SCHEDULE Period Principal Interest Semi -Annual Annual Ending Repayment payment Debt Service Debt Service • • D-1 000310 • APPENDIX E Audited Financial Statements Riverside County Transportation Commission Measure A Funds Year ended June 30, 1996 with Report of Independent Audit E-1 000311 APPENDIX F SPECIMEN MUNICIPAL BOND INSURANCE POLICY • • • 000312 F-1 • • • APPENDIX G SUMMARY OF CONTINUING DISCLOSURE AGREEMENT The following is a brief summary of the provisions of the Continuing Disclosure Agreement pertaining to the 1997 Series A Bonds. Such summary is not intended to be definitive. Reference is directed to said document for the complete text thereof. A copy of said document is available from the Commission. The Continuing Disclosure Agreement (the "Disclosure Agreement") is being executed and delivered by the Riverside County Transportation Commission (the "Commission") and First Trust of California National Association (the "Dissemination Agent") in connection with the 1997 Series A Bonds. SECTION 1. Purpose of the Disclosure Aoreement. The Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the Bonds and in order to assist the Participating Underwriters in complying with S.E.C. Rule 15c2-12(b)(5). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture (see "APPENDIX C — SUMMARY OF PRINCIPAL LEGAL DOCUMENTS"), which apply to any capitalized term used in the Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Commission pursuant to, and as described in, Sections 3 and 4 of the Disclosure Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds (including persons holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of any Bonds for federal income tax purposes. "Disclosure Representative" shall mean the Executive Director of the Commission or his or her designee, or such other officer or employee as the Commission shall designate in writing to the Trustee from time to time. "Dissemination Agent" shall mean First Trust of California National Association or any successor Dissemination Agent designated in writing by the Commission and which has filed with the Dissemination Agent a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of the Disclosure Agreement. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B. "Participating Underwriter" shall mean any of the original underwriters of the Bonds required to comply with the Rule in connection with offering of the Bonds. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. 000313 G-2 "State" shall mean the State of California. "State Repository" shall mean any public or private repository or entity designated by the State as a state repository for the purpose of the Rule and recognized as such by the Securities and Exchange Commission. As of the date of the Disclosure Agreement, there is no State Repository. SECTION 3. Provision of Annual Reports. (a) • The Commission shall, or shall cause the Dissemination Agent to, not later than 180 days after the end of the Commission's fiscal year (presently June 30), commencing with the report for the Fiscal Year beginning July 1, 1997, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of the Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of the Disclosure Agreement; provided that the audited financial statements of the Commission may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Commission's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(d). (b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to Repositories, the Commission shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Commission and the Dissemination Agent to determine if the Commission is in compliance with the first sentence of this subsection (b). (c) If the Dissemination Agent is unable to verify that an Annual Report has been provided to Repositories by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository, the Municipal Securities Rulemaking Board and the State Repository, if any, in substantially the form attached as Exhibit A. (d) The Commission shall determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any; and (e) The Dissemination Agent shall file a report with the Commission certifying that the Annual Report has been provided pursuant to the Disclosure Agreement, stating the date it was provided and listing all the Repositories to which it.was provided. SECTION 4. • Content of Annual Reports. The Commission's Annual Report shall contain or include by reference the following: 1. The audited financial statements of the Commission for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Commission's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement relating to the Bonds, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. 2. An update (as if the most recently ended fiscal year of the Commission) for each of the following tables set forth in the Preliminary Official Statement: • • • 000314 G-3 • • of the Bonds; difficulties; difficulties; (a) Historical Sales Tax Revenues and Bond Coverage Ratios; (b) Riverside County Taxable Sales Transactions (APPENDIX A); and (c) Debt Service Schedule (APPENDIX D). Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Commission or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Commission shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the occurrence of any of the following events with respect to the Bonds, if material: 1. principal and interest payment delinquencies; 2. non-payment related defaults; 3. modifications to rights of Bondholders; 4. optional, contingent or unscheduled bond calls; 5. defeasances; 6 rating changes; 7 adverse tax opinions or events adversely affecting the tax-exempt status 8. unscheduled draws on the debt service reserves reflecting financial 9. unscheduled draws on credit enhancements reflecting financial 10. substitution of credit or liquidity providers, or their failure to perform; and 11. release, substitution or sale of property securing repayment of the Bonds. (b) Whenever the Commission obtains knowledge of the occurrence of a Listed Event, the Commission shall as soon as possible determine if such event would be material under `r applicable federal securities laws. (c) If the Commission has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Commission shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d). G-4 000315 (d) If the Dissemination Agent has been instructed by the Commission to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and the Repositories. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds pursuant to the Indenture. SECTION 6. Termination of Reporting Obligation. The Commission's obligations under the Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the Bonds, the Commission shall give notice of such termination in the same manner as for a Listed Event under Section 5(d). SECTION 7. Dissemination Agent. The Commission may discharge the Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for the content of any.notice or report prepared by the Commission pursuant to the Disclosure Agreement. If at any time there is not any other designated Dissemination Agent, the Commission shall be the Dissemination Agent. The initial Dissemination Agent shall be the First Trust of California National Association. SECTION 8. Amendment; Waiver. Notwithstanding any other provision of the Disclosure Agreement, the Commission and the Dissemination Agent may amend the Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Commission), and any provision of the Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds, or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds, after taking into account any amendments or interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds in the same manner as provided in the Indenture for amendments to the Indenture with the consent of Holders, or (ii) does not, in the opinion of the Trustee or nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds. In the event of any amendment or waiver of a provision of the Disclosure Agreement, the Commission shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation) of financial information or operating data being presented by the Commission. SECTION 9. Additional Information. Nothing in the Disclosure Agreement shall be deemed to prevent the Commission from disseminating any other information, using the means of dissemination set forth in the Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by the Disclosure Agreement. If the Commission chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by the Disclosure Agreement, the Commission shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. 000316 G-5 • • SECTION 10. Defaul . In the event of a failure of the Commission or the Trustee to comply with any provision of the Disclosure Agreement, the Trustee may (and, at the request of any Participating Underwriter or the Holders of at least 25% aggregate principal amount of Outstanding Bonds, shall), or any Holder or Beneficial Owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Commission or Trustee, as the case may be, to comply with its obligations under the Disclosure Agreement. A default under the Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under the Disclosure Agreement in the event of any failure of the Commission or the Trustee to comply with the Disclosure Agreement shall be an action to compel performance. SECTION 11. Duties. Immunities and Liabilities of Trustee and Dissemination Agent. Article VIII of the Indenture is hereby made applicable to the Disclosure Agreement as if the Disclosure Agreement were (solely for this purpose) contained in the Indenture. The Dissemination Agent (if other than the Trustee or the Trustee in its capacity as Dissemination Agent) shall have only such duties as are specifically set forth in the Disclosure Agreement, and the Commission agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attomeys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or willful misconduct. The obligations of the Commission under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds. SECTION 12. Notices. Any notices or communications to or among any of the parties to the Disclosure Agreement may be given as follows: To the Commission: Riverside County Transportation Commission 3560 University Avenue, Suite 100 Riverside, California 92501 Attention: Executive Director Telephone/Fax: (909) 787-7920 To the Trustee: First Trust of California, National Association 333 South Beaudry Avenue, 25th Floor Los Angeles, CA 90017 Attention: Ashraf Almurdeah Phone: (213) 345-3998 Fax: (213) 345-2333 To the Dissemination Agent: First Trust of California, National Association 333 South Beaudry Avenue, 25th Floor Los Angeles, CA 90017 ` Attention: Ashraf Almurdeah Phone: (213) 345-3998 Fax: (213) 345-2333 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. G-6 000317 SECTION 13. )3eneficiaries. The Disclosure Agreement shall inure solely to the benefit of the Commission, the Trustee, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds, and shall create no rights in any other person or entity. Nationally Recognized Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of 1, 1997: Bloomberg Municipal Repository P.O. Box 840 Princeton, NJ 08542-0840 Internet address: MUNIS@bloomberg.doc (609) 279-3200 FAX (609) 279-3235 (609) 279-5973 Contact: Dave Campbell _ The Bond Buyer Secondary Market Disclosure 397 Hudson Street, 3rd Floor New York, NY 10014 Internet address: Disclosure@muller.com (212) 807-3814 FAX (212) 989-9282 Contact: Thomas Garske Disclosure, Inc. Document Augmentation/ Municipal Securities 5161 River Road Bethesda, MD 20816 (301)971-1450 FAX (301) 718-2329 Contact: Barry Sugarman (301) 215-6015 JJ Kenny Information Services The Repository 65 Broadway, 16th Floor New York, NY 10006 (212) 770-4568 FAX (212) 797-7994 Contact: Joan Horai, Repository Moody's NRMSIR Public Finance Information Center 99 Church Street New York, NY 10007-2797 (800) 339-6306 FAX (212) 553-1460 Contact: Claudette Stephenson (212) 553-0345 Donnelley Financial Municipal Securities Disclosure Archives Hudson, MA 01749 Internet address: HTT P:Ilwww.municipal.com (800) 580-3670 FAX (508) 562-1979 • • G-7 . 000318 • RIVERSIDE COUNTY TRANSPORTATION COMMISSION SALES TAX REVENUE BONDS (Limited Tax Bonds) 1997 Series A JUNIOR SALES REVENUE BONDS (Limited Tax Bonds) 1997 Series B BOND PURCHASE AGREEMENT Riverside County Transportation Commission 3560 University Avenue, Suite 100 Riverside, California 92501 Ladies and Gentlemen: , 1997 Smith Bamey Inc. (the "Representative"), acting on behalf of itself and as representative of the underwriters (the Representative and such other underwriters being hereinafter referred to as the "Underwriters") offer to enter into this Bond Purchase Agreement (the "Purchase Agreement") with the Riverside County Transportation Commission (the "Commission"), for the purchase by the Underwriters of the Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series A (the "1997 Series A Bonds") and the Junior Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series B (the "1997 Series B Bonds) (the 1997 Series A Bonds and the 1997 Series B Bonds are collectively referred to herein as the 'Bonds"), to be issued by the Commission and authenticated by First Trust of California National Association, a national banking association, Los Angeles, California, as trustee under that certain Indenture dated January 1, 1991 between the Commission and Security Pacific National Bank, as trustee (the "Original Indenture"), as supplemented by the First Supplemental Indenture dated January 1, 1991 between the Commission and Security Pacific National Bank (the "First Supplemental Indenture"), as further supplemented by the Second Supplemental Indenture dated January 1, 1993 (the "Second Supplemental Indenture") between the Commission and Bank of America National Trust and Savings Association (successor to Security Pacific National Bank), as further supplemented by the Third Supplemental Indenture dated January 1, 1996 (the "Third Supplemental Indenture"), as further supplemented by the Fourth Supplement dated , 1997 (the "Fourth Supplemental Indenture"), and as further supplemented by the Fifth Supplemental Indenture dated , 1997 (the "Fifth Supplemental Indenture") between the Commission and First Trust of California National Association, as successor to Bank of America National Trust and Savings Association (the "Trustee"). The Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture and the Fifth Supplemental Indenture are collectively referred to herein as the LA\970970013 -1- 000319. "Indenture." The offer made hereby is subject to its written acceptance by the Commission, and delivery of an executed counterpart of this Purchase Agreement to us at or before 11:59 p.m., New York City time, on the date hereof, and, if not so accepted, will be subject to withdrawal by the Underwriters upon notice delivered to the Commission's Executive Director at any time before acceptance. Upon acceptance, this Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Commission and the Underwriters. All capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Indenture. A portion of the proceeds of the Bonds will be used to defease and purchase $ of outstanding principal amount of the Commission's Sales Tax Revenue Commercial Paper Notes (Limited Tax Bonds) issued under Resolution No. 93-013 of the Commission (the "Prior Notes"). The Commission will undertake, pursuant to the Fourth Supplemental Indenture, the Fifth Supplemental Indenture and a Continuing Disclosure Agreement with the Trustee dated as of the Closing Date (the "Continuing Disclosure Agreement"), to provide certain annual financial information and notices of the occurrence of certain events, if material. There has been no prior failure by the Commission to comply with the requirements of the continuing disclosure agreement relating to its prior bonds. A description of this undertaking is set forth in the Preliminary Official Statement and will also be set forth in the Final Official Statement. Payments of principal of and interest on the Bonds as specified in Exhibit A will be insured by a municipal bond insurance policy issued by (the "Insurer"). 1. On the basis of the representations, warranties and covenants and upon the terms and conditions set forth in this Purchase Agreement the Underwriters hereby agree, jointly and severally, to purchase and the Commission hereby agrees to issue and cause the Trustee to authenticate and deliver to the Underwriters all (but not less than all) of the 1997 Series A Bonds in the aggregate principal amount of $ and the 1997 Series B Bonds in the aggregate principal amount of $ . The Bonds shall be dated 1, 1997 and shall bear interest at the rates and shall mature on the dates and in the amounts, as set forth on Exhibit A attached hereto. The Underwriters agree to purchase the 1997 Series A Bonds at the aggregate purchase price of $ (consisting of the aggregate principal amount of the 1997 Series A Bonds of $ less $ Underwriters' discount and plus $ original issue [premium] [discount]), plus accrued interest. The Underwriters agree to purchase the 1997 Series B Bonds at the aggregate purchase price of $ (consisting of the aggregate principal amount of the 1997 Series B Bonds of $ less $ Underwriters' discount and plus $ original issue [premium] [discount]), plus accrued interest. The Bonds shall be substantially in the form described herein, and shall be issued and secured under the provisions of and shall be payable and subject to redemption as provided in the Indenture. -2- LAW70970013 • • 000320 • • The proceeds of the sale of the Bonds will be used to defease and refund the Prior Notes, [to fund bond reserve accounts,) to fund project funds, and to pay the costs of issuance associated with the Bonds. The Bonds shall be special limited obligations of the Commission payable from Revenues (as defined in the Indenture). The Measure A Sales Tax Revenues of the Commission are pledged to the payment of the principal of, interest and premium, if any, on the Bonds as provided in the Indenture. The Bonds shall not be deemed to constitute a general obligation of the State of California, the County of Riverside or the Commission. 2. The Underwriters have heretofore designated the undersigned as their representative. The undersigned represents that it has been duly authorized by the Underwriters to execute this Purchase Agreement. The Underwriters agree to make a bona fide public offering of all of the Bonds, at prices not in excess of the initial public offering yields or prices set forth on the cover page of the Official Statement, plus interest accrued thereon on the Bonds from 1, 1997 to the delivery thereof. The Bonds may be offered and sold to certain dealers at prices lower than such initial public offering prices. 3. The Commission has delivered or caused to be delivered to the Underwriters prior to the execution of this Purchase Agreement, copies of the Preliminary Official Statement dated , 1997 relating to the Bonds (the "Preliminary Official Statement"). The Commission ratifies, confirms and approves the use and distribution by the Underwriters of the Preliminary Official Statement, for use in connection with the sale of the Bonds. The Commission deems such Preliminary Official Statement final as of its date for purposes of Rule 15c2-12 under the Securities Exchange Act of 1934 ("Rule 15c2-12") except for information allowed to be omitted by Rule 15c2-12. Within seven (7) business days from the date hereof and in sufficient time to accompany any confirmation that requests payment from any customer, the Commission shall deliver to the Underwriters a final Official Statement, executed on behalf of the Commission by an authorized representative of the Commission and dated the date hereof, which shall include information permitted to be omitted by paragraph (b)(1) of Rule 15c2-12 and with such other amendments or supplements as shall have been approved by the Commission and the Underwriters and such additional conformed copies thereof as the Underwriters may reasonably request in sufficient quantities to comply with the Rule and to meet potential customer requests for copies of the Official Statement. The Official Statement, including the cover page, the appendices thereto and all information incorporated therein by reference is hereinafter referred collectively to as the "Official Statement." The Representative agrees to (1) provide the Commission with final pricing information on.the Bonds on a timely basis, (2) disseminate to the underwriting group copies of the final Official Statement, including any supplements prepared by the Commission, (3) promptly file a copy of the final Official Statement, including any supplements prepared by the Commission, with a nationally recognized municipal securities information repository, and (4) take any and all other actions necessary to comply with applicable Securities and Exchange Commission rules and Municipal Securities Rulemaking Board rules goveming the offering, sale and delivery of the bonds to the ultimate purchasers thereof. LAW70970013 -3- 000321 4. (a) The Closing. At 8:00 o'clock a.m., California time, on , 1997, or at such other time or on such other date as the Commission and the Underwriters may agree (the "Closing Date"), the Commission shall deliver or caused to be delivered to the Underwriters, for redelivery to DTC, in New York, New York, the Bonds in the form of a separate single fully registered Bond (which may be typewritten) for each of the maturities of the Bonds (all Bonds to bear CUSIP numbers) duly executed and authenticated. Concurrently with the delivery of the Bonds to the Underwriters, the Commission will deliver the documents hereinafter mentioned at the offices of O'Melveny & Myers, LLP, Los Angeles, California ("Bond Counsel") or another place to be mutually agreed upon by the Commission and the Underwriters. The Representative, acting on behalf of the Underwriters, will accept such delivery and pay the aggregate purchase price set forth in paragraph 1 hereof, in immediately available funds to or on the order of the Commission. This payment for and delivery of the Bonds, together with the delivery of the aforementioned documents, is herein called the "Closing". The Bonds shall be in book -entry form without coupons, registered in the name of Cede & Co., as nominee of DTC, and shall be in denominations of Five Thousand Dollars ($5,000) or any multiples thereof, except as otherwise provided in the Indenture. Copies of the Bonds shall be made available to the Underwriters for checking in San Francisco, California at least one (1) business day prior to the Closing. The Commission represents, warrants and covenants to the Underwriters (and it shall be a condition of the obligation of the Underwriters to purchase and accept delivery of the Bonds) that the representations and warranties contained herein shall be true and correct on the date hereof and at the Closing Date, as if made on and at the Closing. The Commission so represents and warrants that: (a) the Commission is, and will be on the date of Closing, a county transportation commission organized and existing under the laws of the State, with full legal right, power and authority to cause the execution, sale and delivery of the Bonds, to execute, deliver and perform its obligations under this Purchase Agreement, the Continuing Disclosure Agreement and the Indenture (collectively, the "Commission's Documents") and to carry out and consummate all other transactions contemplated by each of the aforesaid and to execute and deliver the Official Statement; (b) the information about the Commission contained in the Official Statement, in the form delivered to the Underwriter, does not, as of the date hereof, and will not at the time of Closing, contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading; (c) when delivered to and paid for by the Underwriters on the Closing Date in accordance with the provisions of this Purchase Agreement, the Bonds will have been duly authorized, executed and delivered and will constitute valid and binding limited -4- LAW70970013 000322 • • • • • obligations of the Commission in conformity with and entitled to the benefit and security of the Indenture; (d) the Commission, by all necessary official action prior to or concurrently with the acceptance hereof has duly authorized the execution and delivery of, the Commission's Documents and the Official Statement and the Commission's Documents, when executed and delivered, assuming due execution and delivery by the other parties thereto, will constitute the legally valid and binding obligations of the Commission enforceable in accordance with their terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting creditors' rights generally; (e) the Commission is not in breach or default under any applicable law or administrative regulation of the State or the United States of America or any applicable judgment or decree to which the Commission is a party or is otherwise subject the breach of which would materially affect its ability to perform its obligations under the Commission's Documents, and the execution and delivery of the Commission's Documents and compliance with the provisions thereof will not conflict with or constitute a material breach of or default under any applicable law, regulation, decree, writ, order or injunction or contravene the provisions of or constitute a default under any agreement, resolution, contract or other instrument to which the Commission is subject and which is material to the Commission's ability to perform its obligations under the Commission's Documents nor will such execution, delivery and compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the properties or assets of the Commission under the terms of any such law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument, except as provided in the Indenture; (0 at the Closing, the Commission will be in compliance in all respects with the covenants and agreements contained in the Commission's Documents, and no event of default and no event which, with the lapse of time or giving of notice, or both, would constitute an event of default thereunder shall have occurred and be continuing; (g) as of the time of acceptance hereof and the Closing, except as disclosed in the Official Statement, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, or by or before any court, public board or body involving the Commission pending or, to the best knowledge of the Commission, threatened, against the Commission in any material respect affecting the existence of the Commission or the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the sale of the Bonds or the execution or delivery of the Commission's Documents or in any way contesting the powers of the Commission or its authority to enter into, adopt or perform its obligations under any of the foregoing, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement, or any amendment or supplement thereto wherein an unfavorable decision, ruling or finding would adversely affect the transactions contemplated by the Commission's LA\970970013 -5- 000323 Documents or would adversely affect the exclusion of interest paid on the Bonds from federal income taxation or California income taxation or contest the powers of the Commission or its authority to cause the issuance and sale of the Bonds or the validity or enforceability of the Indenture; (h) the Commission will furnish such information, execute such instruments and take such other action not inconsistent with law in cooperation with the Underwriters which the Underwriters may deem necessary in order (i) to qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions of the United States as the Underwriters may designate; and (ii) to determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions, and will use its best efforts to continue such qualification in effect so long as required for distribution of the Bonds; provided, however, that in no event shall the Commission be required to take any action which would subject it to service of process in any jurisdiction in which it is not now so subject or be required to register as a dealer or broker or qualify to do business as a foreign corporation or be subject to any other similar requirements deemed by the Commission to be unduly burdensome; (i) all approvals, consents and orders of any governmental authority, or agency having jurisdiction in the matters which would constitute a condition precedent to the due performance by the Commission of its obligations under the Commission's Documents have been duly obtained or made, and are, and will be on the date of Closing, in full force and effect; (1) if, subsequent to the date hereof, and prior to the Closing an event occurs affecting the Commission which is materially adverse for the purpose for which the Official Statement, as then supplemented or amended is to be used and such event is not disclosed in the Official Statement, the Commission shall notify the Underwriters, and if in the mutual opinion of the Commission and the Underwriters such event requires a supplement or amendment to the Official Statement, the Commission will supplement or amend the Official Statement in a form and manner approved by the Underwriters; (k) as of the date thereof, the Preliminary Official Statement did not, except as revised by the Official Statement, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading in any material respect, except that the Commission makes no representation or warranty as to information contained in the Official Statement which has been provided by the Underwriters or the Insurer; (I) so long as the Underwriters are required under Rule 15c2-12 or any amendment or successor thereto to send any potential customer, on request, a copy of the Official Statement (the "Delivery Period"), and an event occurs which might or would cause the information contained in the Official Statement, as then supplemented or amended, to contain any untrue statement of a material fact, or omit to state any material -6- LA\9709700t3 • • • 00032/1 • fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the Commission shall promptly notify the Underwriters thereof and if, in the opinion of the Underwriters, such event requires the preparation and publication of a supplement or amendment to the Official Statement, the Commission shall prepare and deliver to the Underwriters at the Commission's expense as manycopies of an amendment or supplement which will correct such statement or omission as the Underwriters may reasonably request. During the Delivery Period, the Commission shall furnish such information as the Underwriters may from time to time reasonably request; (m) if the information contained in the Official Statement is amended or supplemented pursuant to paragraph 4(j) hereof, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto up to and including the Closing Date, the portions of the Official Statement so supplemented or amended (including any financial and statistical data contained therein) will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make such information therein, in the light of the circumstances under which it was presented, not misleading; (n) after the Closing, the Commission will (a) not participate in the issuance of any amendment of or supplement to the Official Statement, to which, after being furnished with a copy, the Underwriters shall reasonably object in writing and which shall be disapproved by the law offices of Nossaman, Guthner, Knox & Elliott, LLP ("Underwriters' Counsel"), or O'Melveny & Myers, LLP ("Bond Counsel") and (b) for so long as the Underwriters are obligated by Rule 15c2-12 to deliver a final Official Statement to prospective purchasers if any event relating to or affecting the Commission shall occur as a result of which it is necessary, in the opinion of Underwriters' Counsel, to amend or supplement the Official Statement in order to make the Official Statement not misleading in the light of the circumstances existing at the time it is delivered to a prospective purchaser, forthwith prepare and fumish to the Underwriters (at the expense of the Commission for 25 days from the date of Closing), a reasonable number of copies of an amendment of or supplement to the Official Statement (in form and substance satisfactory to Underwriter's Counsel and Bond Counsel) which will amend or supplement the Official Statement so that it will not contain an untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances existing at the time the Official Statement is delivered to prospective purchasers, not misleading; (o) between the date of this Purchase Agreement and the date of Closing, the Commission will not, without the prior written consent of the Underwriters, except as disclosed in the Official Statement, offer or issue any bonds, notes or other obligations for borrowed money, or incur any material liabilities, direct or contingent; and LA\970970013 -7- 000325 (p) to the extent permitted by law, the Commission agrees to indemnify and hold harmless the Underwriters and each person, if any, who controls (within the meaning of Section 15 of the Securities Act of 1933, as amended, or of Section 20 of the Securities Exchange Act of 1934, as amended) the Underwriters and the officers, agents and employees of the Underwriters against any and all losses, claims, damages, liabilities and expenses (i) arising out of any statement or information in the Preliminary Official Statement or in the Official Statement, relating to the Commission (but excluding any untrue or misleading statements or information provided to the Commission by the Underwriters, and excluding the information contained in the sections 'BOOK -ENTRY ONLY SYSTEM," 'BOND INSURANCE," "UNDERWRITING," "APPENDIX C - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" and in "APPENDIX G - SPECIMEN MUNICIPAL BOND INSURANCE POLICY"), that is or is alleged to be untrue or incorrect in any material respect or the omission or alleged omission therefrom of any statement or information that should be stated therein or that is necessary to make the statements therein relating to the Commission not misleading in any material respect, and (ii) to the extent of the aggregate amount paid in settlement of any litigation commenced or threatened arising from a claim based upon any such untrue statement or omission if such settlement is effected with the written consent of the Commission; provided, however, that in no event shall this indemnification agreement inure to the benefit of the Underwriters (or any person controlling the Underwriters) on account of any losses, claims, damages, liabilities or actions arising from the sale of the Bonds upon the public offering to any person by the Underwriters if such losses, claims, damages, liabilities or actions arise out of, or are based upon, an untrue statement or omission or alleged untrue statement or omission in the Preliminary Official Statement if the Official Statement shall correct the untrue statement or omission or the alleged untrue statement or omission which is the basis of the loss, claim, damage, liability or action for which indemnification is sought and a copy of the Official Statement had not been sent or given to such person at or prior to confirmation of such sale to him or her. In case any claim shall be made or action brought against the Underwriters or any controlling person based upon the Official Statement for which indemnity may be sought against the Commission, as provided above, the Underwriters shall promptly notify the Commission in writing setting forth the particulars of such claim or action and the Commission shall assume the defense thereof, including at its option the retaining of counsel acceptable to the Underwriters and including the payment of all expenses. The Underwriters or any such controlling person shall not have the right to retain separate counsel unless (i) the Commission shall have specifically authorized the retaining of such counsel or (ii) the parties to such suit include the Underwriters or such controlling person or persons, and the Commission and the Underwriters or controlling person or persons have been advised by such counsel that one or more legal defenses may be available to it or them which may not be available to the Commission, in which case the Commission shall not be entitled to assume the defense of the suit but the Underwriters shall bear the fees and expenses of such counsel. Each Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Commission, its employees and its officers, but only with reference to -8- LA\970970013 • • • 000326 • • liability in connection with false statements and information furnished to the Commission in writing by such Underwriter. 5. The Representative on behalf of itself and the Underwriters, hereby enters into this Purchase Agreement in reliance upon the representations and warranties of the Commission contained herein and the representations and warranties to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Commission of its obligations both on and as of the date hereof and as of the Closing Date. Accordingly, the Underwriters' obligations under this Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject, at the sole option of the Representative, to the accuracy in all material respects of the representations and warranties of the Commission contained herein as of the date hereof and as of the Closing Date, to the accuracy in all material respects of the statements of the officers and other officials of the Commission made in any certificate or other document furnished pursuant to the provisions hereof, to the performance by the Commission of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing Date, and to the following additional conditions: (a) Prior to the Closing, the Commission's Documents shall have been duly authorized, executed and delivered and none of such documents shall have been amended, modified or repealed, except to the extent to which the Underwriters have given their written consent; (b) At the time of Closing all official action of the Commission related to the Commission's Documents, and the sale of the Bonds shall be in full force and effect and shall not have been amended, modified, supplemented or repealed; (c) At the time of Closing the Commission shall have made timely payment of principal and/or interest when due on all of its respective outstanding bonded indebtedness; (d) As of the date hereof and at Closing, trading in any securities of the Commission shall not have been suspended on any national securities exchange; nor shall any proceeding be pending or threatened by the Securities Exchange Commission against the Commission; (e) The Underwriters shall have the right to cancel their obligation hereunder to purchase the Bonds (and such cancellation shall not constitute a default hereunder by the Underwriters) by notifying you in writing or by telegram of its election so to do between the date hereof and the Closing, if at any time hereafter and prior to the Closing: (i) Legislation shall be favorably reported by a committee of the House of Representatives or the Senate of the Congress of the United States of America, to be introduced, by amendment or otherwise, in or be passed by the House of Representatives or the Senate, or be recommended or endorsed to the Congress of the United States for passage (by official press release or other formal notice) by the LA\9709700I3 -9- 00032{ President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States or the Senate Committee on Ways and Means of the United States House of Representatives, or be presented for consideration by either such Committee or any member thereof, or by the staff of the Joint Committee on taxation or the Congress of the United States, or be enacted by the Congress of the United States, or a decision by a court established under Article III of the Constitution of the United States or the Tax Court of the United States shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed having the purpose or effect of adversely affecting the federal tax status of the Commission or the interest received on the Bonds or obligations of the general character of the Bonds, which, in the Underwriters' opinion, materially adversely affects the market price of the Bonds; (ii) Any legislation, ordinance, rule or regulation shall be introduced in or be enacted by any governmental body department or agency in the State of California, or a decision by a court within the State of California or shall be rendered which, in the Underwriters' opinion, materially adversely affects the market price of the Bonds; (iii) A stop order, ruling or regulation by the Securities Exchange Commission or any other governmental agency having. jurisdiction of the subject matter shall be issued or made to the effect that the execution, delivery or sale of obligations of the general character of the Bonds, or the execution, delivery or sale of the Bonds, including all the underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would be in violation of any provision of the Federal securities laws, including the Securities Act of 1933, as amended, and as then in effect, the registration provisions of the Securities Exchange Act of 1934, as amended, and as then in effect, or the qualification provisions of the Trust Indenture Act of 1939, as amended, and as then in effect; (iv) Legislation shall be enacted by the Congress of the United States of America, or a decision by a court of the United States of America shall be rendered, to the effect that obligations of the general character of the Bonds, or the Bonds, including all the underlying obligations, are not exempt from registration under the Securities Act of 1933, as amended, and as then in effect or the Securities Exchange Act of 1934, as amended, and as then in effect, or that the Indenture, as then amended, is not exempt from qualification under the Trust Indenture Act of 1939, as amended, and as then in effect; (v) Any event which in the reasonable opinion of the Underwriters requires a supplement or amendment to the Official Statement shall have occurred, as described in subparagraph (j) of paragraph 4 hereof; (vi) Additional material restrictions not in force as of the date hereof shall have been imposed upon trading in securities generally by any governmental -10- LAW70970013 • • 000328 • • • authority or by any national securities exchange which restrictions materially adversely affect the Underwriters' ability to market or trade the Bonds; (vii) The New York Stock Exchange or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (viii) A general banking moratorium shall have been established by Federal, New York or California authorities; (ix) A war involving the United States shall have been declared, or any major conflict of hostilities involving the armed forces of the United States or the California National Guard shall have commenced or escalated, or any other national emergency relating to the effective operation of government or the financial community, or any other event, shall have occurred, which, in the Underwriters' opinion, materially adversely affects the marketability of the Bonds; (x) The withdrawal or downgrading of any rating of the Bonds by either Moody's Investors Service or Standard & Poor's Ratings Group; or (xi) Any event occurring, or information becoming known which, in the reasonable judgment of the Representative, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (0 The Commission shall perform, or have performed at or prior to the time of the Closing, all of its obligations required under or specified in the Commission's Documents, as amended to the date of Closing, to be performed at or prior to the Closing; (g) At the time of Closing there will be no pending or, to the knowledge of the Commission, threatened litigation of any nature seeking to restrain or enjoin the sale, execution or delivery of the Bonds, or in any way contesting or affecting the validity of the Bonds or any proceedings of the Commission taken with respect to the sale of the Bonds, the pledge or application of moneys or securities provided for the payment of the Bonds or the existence or powers of the Commission insofar as they relate to the authorization and sale of the Bonds or such pledge or application of money and securities, and the Underwriters will receive the respective certificates of the authorized officer of the Commission to the foregoing effect or an opinion of general counsel to the Commission to the effect that any such litigation is without merit; LA\970970013 -11- 009329 (h) At or prior to the Closing, the Underwriters shall receive, among other items, the following, in each case satisfactory in form and substance to the Representative and Underwriters' Counsel: (i) Executed copies of each of the Commission's Documents; (ii) The approving opinion of Bond Counsel, substantially in the form attached to the Official Statement as Appendix D; (iii) A supplemental opinion of Bond Counsel, addressed to the Commission and the Underwriters, stating the Underwriters may rely upon the opinion referred to in subparagraph (ii) hereof as though addressed to them and to the following effect: (A) The information contained in the Official Statement in the sections entitled "INTRODUCTION," "DESCRIPTION OF THE BONDS," "SECURITY FOR THE BONDS AND SOURCE OF PAYMENT," "TAX EXEMPTION," "APPENDIX C - SUMMARY OF PRINCIPAL LEGAL DOCUMENTS" and "APPENDIX D - PROPOSED FORM OF OPINION OF BOND COUNSEL" insofar as such information purports to summarize certain provisions of the Bonds (except information with respect to the Insurer and pricing, as to which no opinion need be given), the Indenture and such counsel's opinion relating to the tax exemption of interest on the Bonds, are accurate in all material respects; (B) The Bonds are exempt from registration pursuant to the Securities Act of 1933, as amended, and the Indenture is exempt from qualification pursuant to the Trust Indenture Act of 1939, as amended; and (C) Any attempt by the voters to use the initiative provisions under Proposition 218 to rescind or reduce the levy and collection of the Sales Tax in a manner which would jeopardize the payment of debt service on the Bonds would violate the impairment clause of the United States Constitution and, accordingly, would be precluded; (iv). The opinion of Underwriters' Counsel, to the effect that: (A) the Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, and it is not necessary, in connection with the public offering and sale of the Bonds, to register the Bonds under the Securities Act of 1933 or to qualify the Indenture under the Trust Indenture Act of 1939, and (B) while they have not independently verified the fairness, correctness and completeness of the statements and representations set forth in the Official Statement or referred to therein or the financial statements and other appendices thereto, as a result of their participation in the preparation of the Official Statement and their review of certain documents referred to therein, nothing has' come to their attention which gives them reason to believe that the Official Statement or any amendment or supplement thereto as of their respective issue dates, contains any untrue -12- LA\970970013 • • • 000330 • statement of a material fact or omits to state any material fact necessary in order to make the statements contained therein, in light of the circumstances under which they were made, not misleading (except for the financial statements and other financial and statistical data included therein, including the Appendices thereto, as to which no view need to be expressed); and (v) An opinion, dated the date of the Closing and addressed to the Underwriters, of Best, Best & Krieger, General Counsel to the Commission, to the effect that: (i) the Commission is a county transportation commission duly organized under the laws of the State; (ii) the resolution or resolutions of the Commission approving and authorizing the execution and delivery of the Commission's Documents by the Commission (the "Resolutions") were duly adopted at meetings of the Commission, which were called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting at the time of adoption; (iii) to the best knowledge of such counsel, there is no action, suit, proceeding or investigation at law or in equity before or by any court, public board or body, pending or threatened against or affecting the Commission, to restrain or enjoining the enforcement of the Commission's Documents or in any way contesting or affecting the validity of the Commission's Documents; (iv) the execution and delivery of the Commission's Documents by the Commission, the adoption of the Resolutions, and compliance by the Commission with the provisions of the foregoing, as appropriate, under the circumstances contemplated thereby, does not and will not in any material respect conflict with or constitute on the part of the Commission a breach or default under any agreement or other instrument to which the Commission is a party or by which it is bound (and of which such counsel is reasonably aware) or any existing law, regulation, court order or consent decree to which the Commission is subject; (v) the Commission's Documents have been duly authorized, executed and delivered, by the Commission and, assuming due authorization, execution and delivery by the other parties thereto, the Commission's Documents constitute legal, valid and binding agreements of the Commission, enforceable in accordance with their respective terms, subject in each case to laws relating to bankruptcy, insolvency or other laws affecting the enforcement of creditors' rights generally and the application of equitable principles if equitable remedies are sought; (vi) except as described in the Official Statement, no authorization, approval, consent, or other order of the State or any • other governmental authority or agency within the State having jurisdiction over the Commission is required for the valid authorization, execution, delivery and performance by the Commission of the Commission's Documents for the adoption of the Resolutions which has not been obtained; and (vii) without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement and based upon the information made available to such counsel in the course of its participation in the preparation of the Official Statement as counsel for the Commission, nothing has come to such counsel's attention which would cause them to believe that the Official Statement (excluding therefrom the financial statements and the statistical data included in the Official Statement, as to which no opinion need bd expressed), as of the date thereof and as of the Closing Date, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein LA1970970013 -13- 000331 or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (vi) a certificate of the Commission, dated the date of the Closing, signed on behalf of the Commission by a person duly authorized to sign on behalf of the Commission to the effect that: (A) the representations and warranties of the Commission contained in the Commission's Documents are true and correct in all material respects on and as of the date of the Closing as though made on the date of the Closing and the Commission has complied with all agreements, covenants and arrangements and satisfied all conditions on its part to be complied with or satisfied by the Commission at or prior to the Closing Date; (B) neither the Official Statement, nor any amendment or supplement thereto as of their respective dates, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements contained herein, in light of the circumstances under which they were made, not misleading in any material respect, except that no representation need be made as to information contained in the Official Statement which has been provided by the Underwriters or the Insurer; (C) the Commission's Documents have been duly authorized, executed and delivered by the Commission, have not been amended, modified or repealed since the date hereof, except to the extent which the Underwriters have given written consent, and each is in full force and effect; and (D) since the date of the Official Statement, no event affecting the Commission has occurred and no litigation is pending or, to the knowledge of the signer of such certificate, threatened which should be disclosed in the Official Statement for the purposes for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading in any material respect; (vii) a certificate or certificates satisfactory in form and substance to the Underwriters, of one or more duly authorized officers of First Trust of California National Association, as Trustee (the "Trustee") dated the date of Closing, as to the due acceptance of their duties under the Fourth Supplemental Indenture and the Fifth Supplemental Indenture; (viii) an opinion of counsel to the Trustee, in form and substance satisfactory to the Underwriters, to the effect that the Trustee is a national banking association with due power and authority to execute the Fourth Supplemental Indenture and the Fifth Supplemental Indenture, and that the Indenture is in effect and is valid and binding upon the Trustee; -14- LA\970970013 • 0003r • • (ix) a copy of the Official Statement, executed on behalf of the Commission by a person duly authorized to sign on behalf of the Commission; (x) a certified copy of the general resolution or resolutions of the Trustee authorizing the execution and delivery of the Indenture and the Bonds; (xi) certified copies of the resolution or resolutions of the Commission authorizing the execution and delivery of the Commission's Documents; (xii) a copy of the Blue Sky Memorandum and Legal Investment Survey with respect to the Bonds, prepared by Underwriters' Counsel; (xiii) a signed copy of the audited financial statements of the Commission included as Appendix F to the Official Statement; (xiv) an original executed policy of municipal bond insurance issued by the Insurer insuring the payment of principal of and interest on the Bonds, together with an appropriate opinion of counsel to the Insurer as to the validity and enforceability of such policy in form and substance acceptable to the Underwriters; (xv) the opinion of Best, Best & Krieger, as General Counsel to the Commission, dated the Closing Date and addressed to the Commission and the Underwriters, to the effect (a) that a challenge to the Sales Tax (as defined in the Official Statement) on the basis that it violates Article XIII A of the California Constitution should fail, and (b) any attempt by the voters to use the initiative provisions under Proposition 218 to rescind or reduce the levy and collection of the Sales Tax in a manner which would jeopardize the payment of debt service on the Bonds would violate the impairment clause of the United States Constitution and, accordingly, would be precluded; (xvi) A verification report of Ernst & Young relating to the defeasance of the portion of the Prior Notes to be refunded in form and substance satisfactory to Bond Counsel and the Underwriters; (xvii) such additional certificates, legal opinions of Bond Counsel,: counsel to the Underwriters or other counsel and such other instruments or documents as the Underwriters or Bond Counsel reasonably request to evidence the truth and accuracy as of the date hereof and as of the Closing Date of information contained in the Official Statement and the representations and warranties contained herein and in the Official Statement and the due satisfaction as or prior to the Closing Date of all conditions then to be satisfied in connection with the transaction contemplated hereby. 6. The Commission shall pay or cause to be paid from the proceeds of the Bonds or other funds available to it the expenses incident to the performance of the obligations of the LA\970970013 -15- 000333 Commission hereunder, including but not limited to (a) the cost of printing or engraving, and mailing or delivering the definitive Bonds, the Preliminary Official Statement and the final Official Statements in reasonable quantities and all other documents or the cost of recording and filing such documents (other than as set forth in the next succeeding paragraph) prepared in connection with the transactions contemplated hereby; (b) the fees and disbursements of the Trustee, in connection with the execution, sale and delivery of the Bonds; (c) the fees and disbursements of the Bond Counsel, and any other experts or consultants retained by the Commission in connection with the transactions contemplated hereby; (d) the costs related to obtaining ratings on the Bonds; and (e) CUSIP number cost. The Underwriters shall pay (a) California Debt and Investment Advisory Commission fees; (b) the cost of preparation and printing of Blue Sky and legal investment memoranda to be used by them; (c) all advertising expenses in connection with the public offering of the Bonds; and (d) the fees and expenses of counsel to the Underwriters, including their fees in connection with the qualification of the Bonds for sale under the Blue Sky or other securities laws and regulations of various jurisdictions. 7. No covenant or agreement contained in this Purchase Agreement shall be deemed to be a covenant or agreement of any member, officer, agent or employee of the Commission nor shall such persons be liable personally under this Purchase Agreement or be subject to any personal liability or accountability solely by reason of the execution of this Purchase Agreement or solely by reason of the breach or attempted alleged breach hereof by the Commission. 8. Any notice to be given to the Commission under this Purchase Agreement may be given by delivering the same to the office thereof c/o Riverside County Transportation Commission, 3560 University Avenue, Suite 100, Riverside, California 92501, and any such notice to be given to the Underwriters may be given by delivering the same to Smith Barney Inc. as Representative of the Underwriters, Wells Fargo Center, 333 South Grand Avenue, 51 st Floor, Los Angeles, California 90071. 9. This Purchase Agreement has been and is made for the benefit of the Commission and its successors or assigns and no other person shall acquire or have any rights under or by virtue of this Purchase Agreement. 10. The Commission hereby authoriies the Official Statement and the information therein contained to be used by the Underwriters in connection with the public sale of the Bonds. The Commission consents to the use by the Underwriters prior to the date hereof of the Preliminary Official Statement in connection with the public offering of the Bonds. 11. This Purchase Agreement shall be governed by, and construed in accordance with, the laws of the State of California. 12. This Purchase Agreement may be executed simultaneously in several counterparts each of which shall be an original and all of which shall constitute but one and the same instrument. -16- LA\970970013 • • • 000334 • • • 13. The Underwriters, in their sole discretion, may waive any condition or requirement imposed upon the Commission as set forth in this Purchase Agreement. 14. This Purchase Agreement shall become effective upon the execution of the acceptance hereby by the Commission, and shall be valid and binding and enforceable as of the time of such acceptance. 15. The rights and obligations created by this Purchase Agreement shall not be subject to assignment by the Underwriters or the Commission without the prior written consent of the other parties hereto. SMITH BARNEY INC., on behalf of itself and as representative of the Underwriters By: The foregoing is hereby agreed to and accepted as of the date first above written: RIVERSIDE COUNTY TRANSPORTATION COMMISSION By: LA\970970013 -17- 000335 Maturity Date (June 11 Maturity Date (June 11 EXHIBIT A (Pricing for the Bonds) Principal Principal 1997 Series A Bonds Interest Rate Price or Yield 1997 Series B Bonds A-1 Interest Rate Price or Yield 000336 • • OM&M DRAFT OF [A) 4/12/97 CONTINUING DISCLOSURE AGREEMENT RELATING TO RIVERSIDE COUNTY TRANSPORTATION COMlZISSION SALES TAX REVENUE BONDS (LIMITED TAX BONDS), 1997 SERIES A .......:..: :::aar 4xRPrzglATYWO ' $0001 0 T$i3 TAB 'S}'.,. This Continuing Disclosure Agreement (the "Disclosure Agreement") is executed and delivered by the Riverside County Transportation Commission (the "Commission") and First Trust of California, N.A. (the "Dissemination Agent") •in connection with the Commission's issuance of $[ ] in aggregate amount of Bond Obligation of its Sales Tax [A] Revenue Bonds (Limited Tax Bonds) 1997 Series A ( the "Bonds") ;:, ;::<»>:,::.<::::::.;;;:::::::..::;:,:::.::.:;•:,::nlii:; .the .44.0d '' C `!iii00 i9•99 I•0 �*ii`u1 , � .�7r ►LDS("): The Bonds are bein issued 9 pursuant to an Iricienture dated as of January 1, 1991, as amended and supplemented by the First Supplemental Indenture, dated as of January 1, 1991, the Second Supplemental Indenture, dated as of January 1, 1993, the Third Supplemental Indenture, dated as of January 1, 1996, and the Fourth supplemental Ind enture en bet e.. s04441V. 54 C7G1 .: i9lY.004*�+i..4►t*��...a..w.......,,..+r_ P.3:�yag�y .. ate. dN?.:';$ t3i%&:>, r ..@ '. P f 5 � � : dated...:as of r ) .... 1997 (collectively; the "indenture") between the Commission and the Dissemination Agent. The Commission and the Dissemination Agent covenant and agree as follows: SECTION 1. Purpose of the Disclosure Agreement. This Disclosure Agreement is being executed and delivered by the Commission and the Dissemination Agent for the benefit of the Holders and Beneficial Owners of the Bonds and ''pg in order to assist the Participating Underwritere In complying with S.E.C. Rule 15c2-12(b)(5). LAI-739003. V5 vs. V3 04/15/97 000331 SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, which apply to any capitalized term used in this Disclosure Agreement unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: "Annual Report" shall mean any Annual Report provided by the Commission pursuant to,.and as described in, Sections 3 and 4 of this Disclosure Agreement. "Beneficial Owner" shall mean any person which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, any Bonds Cs: Junior Bonds (including persons holding Bonds t!r`.0t7r...Borids through nominees, depositories or other intermediaries); or (b) is .....:..:. treatedas the owner of any Bonds s :: tor..:Bonds for federal income tax purposes. "Disclosure Representative" shall mean the Executive Director of the. Commission or his or her designee, or such other officer or employee as the Commission shall designate in writing to the Dissemination Agent from time to time. "Dissemination Agent" shall mean First Trust of California, N.A.., acting in its capacity as Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by'the Commission and which has filed with the Dissemination Agent a written acceptance of such designation. "Listed Events" shall mean any of the events listed in Section 5(a) of this Disclosure Agreement. "National Repository" shall mean any Nationally Recognized Municipal Securities Information Repository for purposes of the Rule. The Commission represents that the National Repositories currently approved by the Securities and Exchange Commission are set forth in Exhibit B. "Participating Underwriter" shall mean any of the original underwriters of the Bonds OttgOlia--'Atin40 required to comply with the Rule in connection witl`i tFie offering of the Bonds 600 Jibe.131*d. "Repository" shall mean each National Repository and each State Repository. "Rule" shall mean Rule 15c2-12(b)(5) adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as the same may be amended from time to time. "State" shall mean the State of California. "State Repository" shall mean any public or private repository or entity designated by the State as a state LA1-739003. V5 vs. V3 2 04/13/97 • • • 000338 repository for the purpose of the Rule, recognized as such by the Securities and Exchange Commission. The Commission represents that, as of the date of this Agreement, there is no State Repository. SECTION 3. Provision of Annual Reports. (a) The Commission shall, or shall cause the Dissemination Agent to, not later than 180 days after the end of the Commission's fiscal year (presently June 30), commencing with the report for the Fiscal Year beginning July 1, 1996, provide to each Repository an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Agreement. The Annual Report may be submitted as a single document or as separate documents comprising a package, and may include by reference other information as provided in Section 4 of this Disclosure Agreement; provided that the audited financial statements of the Commission may be submitted separately from the balance of the Annual Report and later than the date required above for the filing of the Annual Report if they are not available by that date. If the Commission's fiscal year changes, it shall give notice of such change in the same manner as for a Listed Event under Section 5(d). (b) Not later than fifteen (15) Business Days prior to the date specified in subsection (a) for providing the Annual Report to Repositories, the Commission shall provide the Annual Report to the Dissemination Agent. If by such date, the Dissemination Agent has not received a copy of the Annual Report, the Dissemination Agent shall contact the Commission to determine if the Commission is in compliance with the first sentence of this subsection (b). (c) If the Dissemination Agent is unable to obtain a written certification from the Commission that an Annual Report has been provided to Repositories by the date required in subsection (a), the Dissemination Agent shall send a notice to each Repository, the Municipal Securities Rulemaking Board and the State Repository, if any, in substantially the form attached as Exhibit A. (d) The Dissemination Agent shall determine each year prior to the date for providing the Annual Report the name and address of each National Repository and the State Repository, if any. (e) If the Dissemination Agent files the Commission's Annual Report with the Repositories for any Fiscal Year, the Dissemination Agent shall file a report with the Commission certifying that the Annual Report has been provided by the Commission and sent to each of the Repositories pursuant to this Disclosure Agreement, stating the date it was provided to such Repositories and listing all the Repositories to which it was provided. LAI-739003. V5 vs. v3 3 000339 mnsi97 SECTION 4. Content of Annual Reports. The Commission's Annual Report shall contain or include by reference the following: 1. The audited financial statements of the Commission for the prior fiscal year, prepared in accordance with generally accepted accounting principles as promulgated to apply to governmental entities from time to time by the Governmental Accounting Standards Board. If the Commission's audited financial statements are not available by the time the Annual Report is required to be filed pursuant to Section 3(a), the Annual Report shall contain unaudited financial statements in a format similar to the financial statements contained in the final Official Statement relating to the Bonds sndauniOkAionds, and the audited financial statements shall be filed in the same manner as the Annual Report when they become available. Junior onds- (a) Historical Sales Tax Revenues and Bond Coverage Ratios; 2. An update (as of the most recently ended fiscal year of the Commission) for each of the following tables set forth in the final Official Statement relating to the Bonds and (b) Riverside County Taxable Sales Transactions; and lc) Debt Service Schedule. Any or all of the items listed above may be included by specific reference to other documents, including official statements of debt issues of the Commission or related public entities, which have been submitted to each of the Repositories or the Securities and Exchange Commission. If the document included by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The.Commission shall clearly identify each such other document so included by reference. SECTION 5. Reporting of Significant Events. (a) Pursuant to the provisions of this Section 5, the Commission shall give, or cause to be given, notice of the . occurrence of any of the following events with respect to the Bonds or junior 'Bonds, if material: 1. principal and interest payment delinquencies; 2. non-payment related defaults; 3. modifications to rights of Bondholders; 4. optional, contingent or unscheduled bond calls; LA1-739003.vsys. v3 04/13/97 000340 • • • 5. defeasances; 6. rating changes; 7. adverse tax opinions or events adversely affecting the tax-exempt status of the Bonds or Jun .rsr :BarCle; 8. unscheduled draws on the debt service reserves reflecting financial difficulties; 9. unscheduled draws on credit enhancements reflecting financial difficulties; 10. substitution of credit or liquidity providers, or their failure to perform; and 11. release, substitution or sale of property securing repayment of the Bonds zcd . (b) Whenever the Commission obtains knowledge of the occurrence of a Listed went, the Commission shall as soon as possible determine if such event would be material under applicable federal securities laws. (c) If the Commission has determined that knowledge of the occurrence of a Listed Event would be material under applicable federal securities laws, the Commission shall promptly notify the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report the occurrence pursuant to subsection (d). (d) If the Dissemination Agent has been instructed by the Commission to report the occurrence of a Listed Event, the Dissemination Agent shall file a notice of such occurrence with the Municipal Securities Rulemaking Board and the Repositories. Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(4) and (5) need not be given under this subsection any earlier than the notice (if any) of the underlying event is given to Owners of affected Bonds 6. iiilibrA8Onds pursuant to the Indenture. (e) The Dissemination Agent shall be entitled to conclusively rely upon ,the determination of the Commission (or an opinion of bond counsel, which opinion shall not be an expense of the Dissemination Agent), as to the materiality of any event. SECTION 6. Termination of Repotting Obligation. The Commission's obligations under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or payment in full of all of the Bonds 044040410tRObbilii. If such termination occurs prior to Elie tinii maturity of the Bonds a, Jun4c* if , the Commission shall give notice of such termination in the same manner as for a Listed Event under Section 5(d). LAI-739003.V5vs. V3 5 04n5/97 000341 SECTION 7. Dissemination Agent. The Commission may discharge the Dissemination Agent, with or without appointing a successor Dissemination Agent. The Dissemination Agent shall not be responsible in any manner for verifying the accuracy, completeness or materiality of any notice or report prepared by the Commission pursuant to this Disclosure Agreement. If at any time there is not any other designated Dissemination Agent, the Commission shall be the Dissemination Agent. The Dissemination Agent shall have no liability for preparing any report or for filing any information report for which the Commission has not timely provided to the Dissemination Agent in a format suitable for reporting. SECTION 8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Agreement, the Commission and the Dissemination Agent may amend this Disclosure Agreement (and the Dissemination Agent shall agree to any amendment so requested by the Commission), and any provision of this Disclosure Agreement may be waived, provided that the following conditions are satisfied: (a) If the amendment or waiver relates to the provisions of Sections 3(a), 4, or 5(a), it may only be made in connection with a change in circumstances that arises from a change in legal requirements, change in law, or change in the identity, nature or status of an obligated person with respect to the Bonds t------ ..i300 , or the type of business conducted; (b) The undertaking, as amended or taking into account such waiver, would, in the opinion of nationally recognized bond counsel, have complied with the requirements of the Rule at the time of the original issuance of the Bonds amid a#,2160 Hide, after taking into account any amendments or" interpretations of the Rule, as well as any change in circumstances; and (c) The amendment or waiver either (i) is approved by the Holders of the Bonds aW 40.#cTr tai0�6 atc&se y be, i in the same manner as provided in the Indenture for amendments to the Indenture with the consent of such Holders, or (ii) does not, in the opinion of nationally recognized bond counsel, materially impair the interests of the Holders or Beneficial Owners of the Bonds br. .unibr. Bonds t 'ae the c��e mast' be . In the event of any amendment or waiver of a provision of this Disclosure Agreement, the Commission shall describe such amendment in the next Annual Report, and shall include, as applicable, a narrative explanation of the reason for the amendment or waiver and its impact on the type (or, in the case of a change of accounting principles, on the presentation):of financial information or operating data being presented by the Commission. In no event shall an amendment adversely affect the LA1-739003.V5ve. v3 6 04/15/97 000342 rights or obligations of the Dissemination Agent without its prior consent. SECTION 9. Additional Information. Nothing in this Disclosure Agreement shall be deemed to prevent the Commission from disseminating any other information, using the means of dissemination set forth in this Disclosure Agreement or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Agreement. If the Commission chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Agreement, the Commission shall have no obligation under this Agreement to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 10. Default. In the event of a failure of the Commission or the Dissemination Agent to comply with any provision of this Disclosure Agreement, any Holder or Beneficial Owner of the Bonds WOUWWW00000 may take such actions as may be necessary and appropriate' including seeking mandate or specific performance by court order, to cause the Commission or Dissemination Agent, as the case may be, to comply with its obligations under this Disclosure Agreement. A default under this Disclosure Agreement shall not be deemed an Event of Default under the Indenture, and the sole remedy under this Disclosure Agreement in the event of any failure of the Commission or the Dissemination Agent to comply with this Disclosure Agreement shall be an action to compel performance. SECTION 11. Duties, Immunities and Liabilities of Dissemination Agent. The Commission shall pay the Dissemination Agent's reasonable fees and expenses. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Agreement, and the Commission agrees to indemnify and save the Dissemination Agent, its officers, directors, employees and agents, harmless against any loss, expense and liabilities which it may incur arising out of or in the exercise or performance of its powers and duties hereunder, including the costs and expenses (including attorneys fees) of defending against any claim of liability, but excluding liabilities due to the Dissemination Agent's gross negligence or wilful misconduct. The obligations of the Commission under this Section shall survive resignation or removal of the Dissemination Agent and payment of the Bonds anit kliiti<iai3hds. LA1-739003.V5vs. V3 7 000343 04/15/97 SECTION 12. Notices. Any notices or communications to or among any of the parties to this Disclosure Agreement may be given as follows: To the Commission: Riverside County Transportation Commission 3560 University Avenue, Suite 100 Riverside,.California 92501 Attention: Executive Director Telephone/Fax: (909) 787-7920 To the Dissemination Agent: First Trust of California, National Association 333 South Beaudry Avenue, 25th Floor Los Angeles, CA 90017 Attention: Corporate Trust Department Telephone/Fax: (213) 345-3998/(213) 345-2333 Any person may, by written notice to the other persons listed above, designate a different address or telephone number(s) to which subsequent notices or communications should be sent. • SECTION 13. Beneficiaries. This Disclosure Agreement shall inure. solely to the benefit of the Commission, the Dissemination Agent, the Participating Underwriters and Holders and Beneficial Owners from time to time of the Bonds 4-- , and shall create no rights in an other ::.:::;.:;:::.....:. ,. g y person or entity. SECTION.14. Counterparts. This Disclosure Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. LA l-739003. VS vs. v3 8 oansim • • 00034.4• • • SECTION 15. Any person succeeding to all or substantially all of the Dissemination Agent's corporate trust business shall be the successor Dissemination Agent without the execution or filing of any paper or any further act. If it resigns as Trustee under the Indenture, the Dissemination Agent may resign. Date: , 1977 LAI-739003. V5 vs. V3 RIVERSIDE COUNTY TRANSPORTATION COMMISSION By FIRST TRUST OF CALIFORNIA, N.A., as Dissemination Agent By 9 Authorized Officer 04/15M 000345 EXHIBIT Al NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Riverside County Transportation Commission Name of Bond Issue: Sales Tax Revenue Bonds (Limited Tax Bonds), 1997 Series A Date of Issuance: [ ], 1997 NOTICE IS HEREBY GIVEN that the above -named Issuer has not provided an Annual Report with respect to the above -named Bonds as required by Section 21.01 of the Fourth Supplemental Indenture dated [ ], 1997 between the Riverside County Transportation Commission and [ ], [The Issuer anticipates that the Annual Report will be filed by [date].] Dated: FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION on behalf of Issuer cc: Riverside County Transportation Commission LAI-739003. V5 vs. V3 A-1-1 04/15/97 000346 • • +cerlcE "74 : POS TORTE OF: FAI T.0 FrLE ANNUAL RIECPORT Nye C?3Sii RiverSide. County'Transportation Commission Name of Bond tuu *venue Bonds date .of lama. 3 eve: pra�rz.deci �n A(g�, �a dot i t2t �Ti�e Issster natee;_ :............... Gt, iverside cairn LA 1-739003. V3 vs. v3 Wit: ::b A-2-1 �e n�net� Bands leMenta4. ndentuxe tom:>. ormassion 00034` ................... 'f`3N�kT oans/97 EXHIBIT B Nationally Recognised Municipal Securities Information Repositories approved by the Securities and Exchange Commission as of , 1997: Bloomberg Municipal Repository P.O. Box 840 Princeton, NJ 08542-0840 Internet address: MUNISObloomberg.doc (609) 279-3200 FAX (609) 279-3235 1 609) 279-5963 Contact: Dave Campbell The Bond Buyer Secondary Market Disclosure 395 Hudson Street, 3rd Floor New York, NY 10014 Internet address: Disclosureamuller.com (212) 807-3814 FAX (212) 989-9282 Contact: Thomas Garske Disclosure, Inc. Document Augmentation/ Municipal Securities 5161 River Road Bethesda, MD 20816 (301) 951-1450 FAX (301) 718-2329 Contact: Barry Sugarman (301) 215-6015 JJ Kenny Information Services The Repository 65 Broadway, 16th Floor New York, NY 10006 (212) 770-4568 FAX (212) 797-7994 Contact: Joan Horai, Repository Moody's NRMSIR Public Finance Information Center 99 Church Street New York, NY 10007-2796 (800) 339-6306 FAX (212) 553-1460 Contact: Claudette Stephenson (212) 553-0345 u1-739003.V5 vs. v3 B-1 04/15/97 • • • 000348 • -FOOTER 1- 1A1-739003.V5 vs. v3 COMPARISON OF FOOTERS B-2 000349 04/15/97 This redlined draft, generated by CompareRite - The Instant Redliner, shows the differences between - original document : G:\EUREKA\DOC\PUBL\GJS09593\WP\739003.V3 and revised document: G:\EUREKA\DOC\PUBL\GJS09593\WP\739003.V5 CompareRite found 28 change(s) in the text CompareRite found 1 change.(s) in the notes Deletions appear as a normal " surrounded by H Additions appear as "redlined" text IAI-739o03.v5vs. v3 B-3 04/15/97 • • 4110 000350 • • • RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Dean Martin, Chief Financial Officer SUBJECT: Termination of City of Murietta Loan Commitment The Commission, in 1992, granted a commitment to the City of Murrieta to fund road improvements to an interchange at the junction of the 1-215 and Murrieta Hot Springs Road. The improvements were needed for a planned major mall development. The Commission committed up to $17,000,000 for the improvements contingent obtaining a firm bank commitment of fund construction of the mall. In December 1996, at the request of the City of Murrieta, the Commission granted conceptual approval to reduce the loan commitment from $17,000,000 to $6,000.000, with the proceeds to be used for other road improvements in Murrieta unrelated to the Mall development. Staff was instructed to develop a loan agreement for subsequent Commission approval. Since that time, the City of Murrieta has decided to pursue other financing options and has terminated their $17,000,000 agreement with the Commission. The $6,000,000 agreement was never executed. Staff will instruct the fiscal agent to release all funds now held to the City of Murrieta. Financial Assessment Financial Impact Not Applicable No financial impact as the commitment would have been funded with debt proceeds, and fully paid by the City of Murrieta. There were no outstanding amounts under the commitment. STAFF RECOMMENDATION: That the Commission receive and file. 000351 • • • O3z885 CITY OF MURRIETA 26442 Beckman Court. Murrieta. CA 92562 Telephone: 909-698-6746 Fas: 909-698-6519 April 15, 1997 Mr. Jack Reagan, Executive Director Riverside County Transportation Commission 3560 University Avenue Riverside, CA 92501 Dear Mr. Reagan: Internet Address: http:i/ci.murrieta.ca.us This letter is to advise the Commission of the City of Murrieta's desire to terminate the Installment Sale Agreement (and related agreements) relating to certain I-155-215 freeway interchange improvements effective April 15, 1997. In accordance with Section 3.3 of said agreement, "the term of this agreement shall ...end on the date which the final installment payment is made..." The City of Murrieta has fully repaid its obligation to RCTC as of November 1995, and has since secured its own financing for this project. With termination of the Agreement, the City is requesting that all Measure A funds be submitted directly to the City of Murrieta. We are also requesting that all pledged revenues and the reserve balance held at First Trust of California (Approximately $1,115,000 as of March 31 st) be released to the City. Our Finance Director, Teri Ferro, will be in contact with Dean Martin to coordinate the release of funds. We thank the Commission and your staff for the assistance in seeing this project come to fruition. Sincerely, Stephen G. Harding City Manager cc: City Council 000353 • • • RIVERSIDE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Dean Martin, Chief Financial Officer SUBJECT: Investment Report for Quarter Ending March 31, 1997 Attached is the quarterly investment report as required by state law and Commission policy. The report has been reformatted to confirm to new state law requiring disclosure of market value and a projection of six months cash flow. The County's Investment Report for the month ending March 31, 1997 is also attached for your review. STAFF RECOMMENDATION: That the Commission receive and file. Attachment 00035 Riverside CaGnty Transportation Commission Investment Portfolio Report Period Ending March 31, 1997 Cash with County Treasurer Bank of America Operating Account $2,296,977.82 Imprest Account $8,524.90 Special Events Account $287.00 • Operating Pooled Bond Project Funds Reserved Funds Held Funds Funds Funds For Debt in Trust Total Total Bank of America Operating $2,305,789.72 $45,844,466.84 $6,802,282.90 $52,646,749.74 $2,305,789.72 Milestone Funds $16,613,659.62 $16,613,659.62 First American Treasury $1,110,903.00 $17,107,912.00 $18,218,815.00 CAMP $28.34 $4,093.13 $4,121.47 MBIA Investment Agreement $13,002,612.00 $13,002,612.00 Federal National Mortgage Association Medium Term Note due 12/8/97 $7,978,717.19 $7,978,717.19 FIT (Financial Investors Trust) $10,410,560.38 Q $10,410,560.38 enedalagendaeAvatrepep. $2,305,789.72 $56,255,027.22 $17,724,590.96 $38,093,334.32 $6,802,282.90 $121,181,025.12 Cash with County Treasurer: A copy of the Investment Portfolio Report for the County of Riverside Treasury prepared by Wayne Watts, County Treasurer is attached for review. (Note: Local transportation funds represent the funds held in trust). The County's annualized investment return for the quarter was 4.8331%. Bank of America Day to day operating funds of the Commission are held in an interest bearing demand deposit account with Bank of America. Funds are wire transferred from the County as needed, but no less than monthly. First American Treasury Money market account provided by First Trust Bank used to hold funds in transition between the Commission's various bond funds and to accumulate monies for the payment of semi-annual and annual debt service. Interest earnings averaged approximately 5.6% for the quarter. Funds from the maturing AMBAC(approximately $17,000,000) guaranteed investment contract were invested temporarily in this fund on December 31, 1996 until transferred subsequent to quarter end to Milestone Capital Treasury Obligation Fund. FIT U.S. Treasury Money Market Fund The parent company of FGIC, GE Capital, assumed responsibility as of March 21, 1997, for the fund and renamed it "Financial Investors Trust." Triple AAA rated(by Standard & Poors and Moody's) money market fund provided by Financial Guarantee Insurance Corporation. The fund invests in short term U.S. guaranteed obligations. The account manager for the Commission funds is Tom Courbat, former Finance Director for the County of Riverside. The rate of interest on the fund varies daily, but the effective 7-day yield for week ending March 31, 1997 was 5.47%. Milestone Fund Money market account provided by Milestone Capital which invests in treasury obligations. The fund is rated AAA by both Moody's and Standard & Poors, and is reviewed weekly by both rating agencies. Rate of return for week ending March 31, 1997 was 5.46%. California Arbitrage Management Program(CAMP) A pooled fund established by a joint powers authority of California municipalities formed solely for the purpose of investing municipal bond proceeds. The fund is managed by Public Financial Management and pays a market sensitive rate of interest that varies on a daily basis. The annualized yield as of March 31, 1997 was 5.39%. MBIA Investment Agreement: The Commission's debt reserve funds for the 1993 Series A Sales Tax Revenue Bonds are held by MBIA, a AAA rated(by both Standard & Poors and Moodys) bond insurance company. The investment agreement earns 6.87% and matures January 1, 2000, and pays an interest rate of 6.87%. Collateralization and downgrade provisions are consistent with AMBAC. • FNMA Medium Term Note: Debt reserve funds for the 1991.Series A bonds have been placed in an agency note backed by the U.S. government. The agency note matures December 8, 1997 and pays interest semi-annually at a rate of 6.45%. Statement of Compliance All of the a investments and any investment decisions made for the quarter ending March 31, 1997 were in full compliance with the Commission s inve ent policy as adopted on November 13, 1996. Signed by Chief Financial Officer • OFFICE OF THE TREASURER -TAX COLLECTOR COUNTY OF RIVERSIDE MONTHLY DISCLOSURE REPORT ON INVESTMENT PORTFOLIO March 31,1997 R. WAYNE WATTS TREASURER -TAX COLLECTOR 000359 TABLE OF CONTENTS Page 1. Portfolio Composition, Risk Ranking, Market Value 1 2. Structured Notes 2 3. Bank Custodian 2 4. Liquidity Position of Portfolio 2, 3 5. Liquidity Structure of the Portfolio 3 6. Cash Flow Summary for the Next Twelve Months 4 7. Earnings Performance of the Portfolio 5 8. Specific Portfolio Practices Identified 6 9. Appendix 1: Structured Notes in the Portfolio as of March 31, 1997 10. Appendix 2: GAASB Risk Rankings as of March 31, 1997 11. Appendix 3: Detailed List of Portfolio Holdings as of March 31, 1997 000360 • • • COUNTY OF RIVERSIDE OFFICE OF THE TREASURER -TAX COLLECTOR Disclosure Report on Pooled Fund Investment Portfolio March 31, 1997 Purpose: The following report will be provided monthly by the County Treasurer to the members of the Board of Supervisors, County Executive Officer, County Auditor - Controller, County Counsel, County Superintendent of Schools, members of the Investment Oversight Committee, and members of the public interested in the information. The report considers three essential areas involving the Treasurer's management of the portfolio; (1) the preservation of investment principal, the cost (i.e., book value) vs. the current market value of the securities in the portfolio, (2) the liquidity position of the portfolio, and (3) the current yield on the portfolio as of the report date. Portfolio: The following is the composition of the portfolio ranked in accordance with the perceived market risk of the securities within the portfolio. Also displayed is the book vs. the current market value of the securities in the portfolio as reported by Fund Services Associates Inc. Risk TYPE COST MARKET . 1.0 U. S. Treasury Bills 78,878,288 81,928,236 1.0 U. S. Treasury Notes 415,076,477 411,090,798 1.1 Federal Agency Securities 249,263,151 250,745,125 1.1 Repurchase Agreements (Gout Coll) 80,200,000 80,200,000 1.1 Money Market Fund (Govt Coll)5 40,000,000 40,000,000 1.1 Collateralized Cert of Deposit 10,000,000 10,061,892 1.2 Municipal Notes (Co Teeter Notes) 79,141,344 79,141,344 1.2 Commercial Paper (A-1/P-1) 282,235,826 282,849,111 1.3 Bankers Acceptances 58,744,631 58,860,986 1.4 Medium Term Notes (US Corp) 10,199,831 9,997,964 2.0 Reverse Repurchase Agreements 0 0 Totals 1,303,739,547 1,304,875,457 Paper Loss/Gain 1,135,910 Grand Total 1,303,739,547 6.1% 31.8% 19.1% 6.2% 3.1% 0.8% 6.1% 21.6% 4.5% 0.8% 0.0% 100.00% 0.2% Footnotes: Generally, the level of risk takes into account two major components; the default or credit risk and the market risk associated with the security's exposure to changes in short-term interest rates. Risk rankings have been assigned with 1.0 being the lowest level of risk and 2.0 being the highest. U.S. and Federal Agency Securities directly backed by the United States Treasury are considered the safest. Next in order of safety are those Federal Agency securities that have an implied guarantee of the United States Treasury. The third category are those securities that have some form of government collateral backing (i.e., Repurchase Agreements, Honey Market Funds, and Collateralized Certificates of Deposit),. The fourth are those that have local government collateral backing (i.e., Riverside County's Teeter Notes). The fifth category constitutes an evaluation of the credit worthiness, capitalization, and the time duration of the investment in U. S. Corporate securities. The sixth category reflects the risks associated with the County having loaned securities to a brokerage firm in meeting temporary cash flow needs by way of Reverse -Repurchase Agreements and the fact that the County could be subject to margin calls should the collateral value fall below its loaned market value. Margin calls can affect the liquidity position of the Treasury in its ability to meet future expenditure requirements. 000361 Structured Notes (aka Derivatives): The table indicates $249,263,151 in Federal Agency Securities. Within this amount are two Federal Home Loan Bank bonds, classified as "derivatives", totaling $15,000,000 that carry an inverse -floating interest rate equation that resets quarterly or semi-annually. Both securities were purchased in October and November, 1593 and mature November loth and December 16, 1998 respectively. The County Treasurer has received the March 28, 1995 Audit Report on Orange County issued by the California State Auditor in which there is an expanded definition as to what constitutes derivatives. Page 18 of this report states that "Derivative securities generally are described as financial instruments whose value is based on, or derived from, some underlying asset, reference rate, or index." The audit report further defined derivatives as being any inverse floater, floating or variable rate security, step-up notes or range notes that have a structured formula in deriving interest income. Accordingly, the County Treasury did hold in the March 31st portfolio the following structured notes, (see Appendix 1). Bank Custodian/Security Lending: As of March 27, 1995, the Bank of New York was hired to be the County's custodial bank for that portion of the portfolio formerly serviced by Swiss Bank. Swiss Bank had served as the County's security clearance agent from July 13, 1994 to December 13, 1994, with the understanding that the County would participate in a security lending agreement as part of our banking relationship. Since The County Treasurer no longer believes this contractual arrangement to be in the best interest of the County, the contract was terminated on December 13, 1994 and the securities switched back to The Bank of New York. The County Treasurer has no intention of again entering into a security lending agreement due to risk, credit -rating concerns, and changes in state law. Liquidity Position: The Treasurer's investment policy guidelines dated December 1, 1996, established the following liquidity target: That 50% of the securities in the portfolio have a maturity less than one year while the remaining 50% of the securities have a maturity of two to three years from the current calendar date. The Treasurer's policy statement has also limited future maturities to a maximum of three years. Should they exist, the following factors can adversely affect the liquidity position of the Treasury in meeting daily expenditure requirements: 1. The Treasury's susceptibility to margin calls on reverse -repurchase agreements. 2. The Treasury serving as a depository for governmental entities outside the County. 3. The Treasury serving as a depository for incorporated cities within the County. 4. The Treasury having leveraged the portfolio by buying securities from taxable tax and revenue anticipation note proceeds intended solely to enhance portfolio yield. None of these factors are present in the Treasurer -Tax Collector's portfolio. The Treasury is not susceptible to margin calls. There are no reverse -repurchase agreements. The Treasury does not solicit funds nor act as a depository for other aovernmental entities outside the County. The Treasury does not act as a depository for the incorporated cities within the County. The County has never entered into a Taxable TRANs note borrowina whereby the portfolio is leveraaed. Nor does the County Treasurer deposit funds for investment with any other county treasurer. While the above table may denote a current market value loss (i.e., a paper loss)on the portfolio, nonetheless, it is the Treasurer's policy to avoid actual losses in investment principal by holding securities to their maturity. The paper gain for February 28, 1997 was $2,719,459 whereas the reported paper gain for March 31, 1997 is $1,135,910. The liquidity position of the portfolio is such that there is no contemplated need to sell securities prior to their maturity. 411/ An analysis of the actual cash receipts and expenditures for calendar years 1992, 1993, 1994, 1995 and 1996 indicate that there are sufficient revenues generated from the December and April property tax collections together with monies received monthly from the State and Federal Governments to meet all the expenditure requirements for the calendar year without having to require that securities be sold prior to their maturity. Therefore, it is intended that the property tax receipts and revenues coming from the State and Federal Government be invested in ehort-term securities with maturities III ranging anywhere from 1 to 180 days. Even at its' lowest point, the Treasury has grown in size during each of the past five calendar years. On November 10, 1992 the -2- 000362 • • DGliN116.L=Q iZl Ltra puL i.iollo LOLdlea »11, 4y6, 6.i1, on November 16, 1993 the portfolio totaled $966,310,212, on November 21, 1994 the portfolio totaled $973,007,611, on November 22, 1995 the portfolio totaled $1,103,921,221 and on Ocbtober 24, 1996 the portfolio totaled $1,027,999,515. It has been determined that the liquidity position of the Treasury is sustainable if the portfolio contains 30 to 501i in short-term securities at all times. The present position of securities maturing within a year is 56.5%. The following schedule together with the "Summary Cash Flow Statement' demonstrates the Treasurer's ability to meet projected cash -flow requirements in the aggregate for the next twelve months. As of March 31, 1997 the liquidity position of the portfolio was: MATURITIES LESS THAN 1 YEAR 737,563,795 56.57% MATURITIES 1 TO 2 YEARS 416,530,112 31.95% MATURITIES 2 TO 3 YEARS 70,504,297 5.41% MATURITIES 3 TO 4 YEARS 0 0.00% MATURITIES 4 TO 5 YEARS 0 0.00% MATURITIES GREATER THAN 5 YEARS 79,141,344 6.07% WEIGHTED AVG MAT (435 DAYS) TOTAL 1,303,739,547 100.00% Footnote: The Treasurer's Investment Guidelines dated December 1, 1996 require that future maturities be limited to a maximum of three years. California law limits maturities within the portfolio to a maximum of five years unless express approval has been granted by the Board of supervisors to exceed the five year limitation. The Treasurer purchased the County's Teeter Notes after having secured the approval of the Board of Supervisors (i.e..$79,141,344). -3- 000363 SUMMARY CASH FLOW STATEMENT APRIL 1997 THROUGH MARCH 1998 APRIL BEGINNING CHECKING ACCOUNT BAL. $72.6 APRIL ESTIMATED REVENUE $618.2 APRIL ESTIMATED WARRANTS ($293.3) APRIL MATURING INVESTMENTS $320.7 TOTAL $718.2 $718.2 MAY ESTIMATED REVENUE $214.1 MAY PLEDGE FOR SCHOOL TRANS ($21.4) MAY ESTIMATED WARRANTS ($488.0) PAYMENT OF SCHOOL TRANS PLEDGE $0.0 MAY MATURING INVESTMENTS $82.0 TOTAL ($213.3) $504.9 JUNE ESTIMATED REVENUE $243.5 JUNE ESTIMATED WARRANTS ($279.8 JUNE MATURING INVESTMENTS $155.9 JUNE PLEDGE FOR SCH TRANS ($1.8) ($167.5) ($12.5) ($62.2) $442.7 PAY BACK OF COUNTY TRANS PAY BACK OF SCHOOL TANS TOTAL JULY ESTIMATED REVENUE $208.9 JULY ESTIMATED WARRANTS ($294.0) $0.0 JULY MATURING INVESTMENTS 97/98 COUNTY TANS ISSUE $160.0 97/98 SCHOOLS TANS ISSUE $62.7 PAY BACK OF SCHOOL TANS 07/02/97 ($12.0) TOTAL I $125.6I $568.3 AUGUST ESTIMATED REVENUE $266.5 I AUGUST ESTIMATED WARRANTS ($245.0) AUGUST MATURING INVESTMENTS $14.6 TOTAL $36.1 $604.4 SEPTEMBER ESTIMATED REVENUE ' $225.5 SEPTEMBER ESTIMATED WARRANTS ($240.0) $11.8 SEPTEMBER MATURING INVESTMENTS TOTAL $2.7) $601.7 OCTOBER ESTIMATED REVENUE $ 58.8 PAYMENT OF SCHOOL TRANS ($3.4) ($273.8) $0.0 OCTOBER ESTIMATED WARRANTS OCTOBER MATURING INVESTMENTS TOTAL ($18.4) $286.4 $583.3 NOVEMBER ESTIMATED REVENUE NOVEMBER ESTIMATED WARRANTS ($310.2 NOVEMBER MATURING INVESTMENTS $17.0 TOTAL S$6.8 $576.5 DECEMBER ESTIMATED REVENUE $651.4 DECEMBER ESTIMATED WARRANTS ($239.9 DECEMBER MATURING INVESTMENTS $61.5 TOTAL $473.0I $1,049.5 JANUARY ESTIMATED REVENUE $27$.9 JANUARY ESTIMATED WARRANTS ($481.5 JANUARY MATURING INVESTMENTS $10.0 !TOTAL $192.6 $856.9 FEBRUARY ESTIMATED REVENUE $299.8 FEBRUARY PLEDGE FOR SCHOOL TRANS $0.0 FEBRUARY ESTIMATED WARRANTS ($309.9 FEBRUARY MATURING INVESTMENTS $30.9 TOTAL $20.8 $877 7 MARCH ESTIMATED REVENUE $836.8 MARCH ESTIMATED WARRANTS ($287.6 MARCH MATURING INVESTMENTS $33.1 TOTAL $82.3 $960.0 -4- 00036 1 • Earnings Performance of the Portfolio The average weighted yield of the pooled fund portfolio as of the last business day of the month during calendar years 1994, 1995, 1996, and 1997 was: 1994 1995 1996 1997 JANUARY 4.02 5.26 5.09 5.31 FEBRUARY 4.20 5.28 5.03 5.35 MARCH 4.42 5.40 5.00 5.47 APRIL 4.35 5.48 5.06 MAY 4.49 5.47 5.04 JUNE 4.68 .5.35 5.02 JULY 4.91 5.30 5.15 AUGUST 4.93 5.26 5.29 SEPTEMBER 4.95 5.25 5.30 OCTOBER 5.01 5.23 5.23 NOVEMBER 5.08 5.23 5.23 DECEMBER 5.43 5.24 5.33 AVERAGE YTD: 4.71 5.31 5.15 -5- 000365 Op o rortiolio rracticcs: responses to questions pertain to the activities in the portfolio that occurred during the report month. Yes No. / Questions: t/ 1. Did the Treasurer contract or utilize the services of any outside, / private investment manager? V 2. Did the Treasurer contract or utilize the services of any investment advisor? (Yes to compile various portfolio reports and compliance audit) . 3. Are there any investment agreement contracts outstanding affecting the portfolio? 4. Are any securities held in bank custody subject to a bank "Security Lending Agreement"? 5. Are any securities on loan to a brokerage firm as a result of reverse - repurchase agreements made by the Treasurer? 6. Is the Treasury susceptible to possible margin calls on loaned securities? 7. Did the Treasurer sell any securities prior to maturity in order to meet cash flow needs? 8. Did the Treasurer sell any security at a principal loss? 9. Does the Treasury hold any security that carries an inverse floating interest equation (i.e., a derivative)? 10. Did the Treasurer buy any CMO's (i.e., collateralized mortgage obligation)? 11. Did the Treasurer buy any shares in a mutual bond fund where the underlying value of the securities in the portfolio are subject to daily market value adjustments? 12. Did the Treasurer enter into any "covered call" or "put option contract"? 13. Did the Treasury establish any new account and/or accept deposits from any governmental entity not now a participant of the Treasury investment pool? 14. Has the County entered into any taxable TRANS for the purpose of further enhancing portfolio yield? Under penalty of perjury, I certify that the above information is true and correct as of the report date. 'Lv R. Wayne Wat Treasurer -Tax Collector I¢�,-,~%./2, /99)7 Date - 6- • • • 000366 CC M O 0 0 BLVIOS'£6 14111146 '1V101 ONV21J 'ii'C'6L i'V£"1;11'6L %088'S d8S£+81:A6 £014-8 3181MIVA • • . • U3133JJAIX A1N0 Ob8£6 %or . VE8`S9egt. 000'0001S1 1V101 ££'88S'909'6 00'000'000'01 E8'Str6SLI/ 00'000'000'S %0£8'Z 2l0811 WE,%8 86-94 ZL 1117d:"ANI elHd 89J68£EL£::::OEM 6 UTE :1210d 210811 W91%£+1WOA01 86'04"L6 '2111d: 71N1 81114 81Z68££ !,£ :::: £e£ G 6 3J V21 '1NI 31110 _ 3dA::d0 BfIVA13�21 NOVN1N3212103 VlOINk10d:1.S32131N1 ::9NIVAI230 9dA1:33S dISf0 S2 11 L XION3ddV L661'LS HOWIPI 0110ALWOd 3H1 NI S310N amiru.ontas NO1031100 xvkl 9?Jf1Svm. BM d0 33I4d0 901S?l3/U?l d0 A1Nnoo • • APPENDIX 2 GAASB RISK RANKINGS TREASURER'S POOLED FUND INVESTMENT PORTFOLIO AS OF MARCH 31,1997 TYPE CATEGORY #1 CATEGORY #2 CATEGORY #3 OFFICE CASH 306,310 REVOLVING FUND 1,560,654 CHECKING ACCOUNTS 85,767,806 U.S. TREASURY BILLS 78,878,288 U.S. TREASURY NOTES 415,076,477 FEDERAL AGENCY SECURITIES 249,263,151 REPURCHASE AGREEMENTS (GOVT COLL) 80,200,000 MONEY MARKET FUND (GOUT COLL) 40,000,000 COLLATERALIZED CERT OF DEPOSIT 10,000,000 MUNICIPAL NOTES (CO TEETER NOTES) 79,141,344 COMMERCIAL PAPER (A-1/P-1) 282,235,826 BANKERS ACCEPTANCES 58,744,631 MEDIUM TERM NOTES (US CORP) 10,199,831 TOTALS 1,254,045,857 87,328,460 50,000,000 GRAND TOTAL 1,391,374,317 000368 t^ l' bbT `x^ _'2LE`L ['b6S4OT /'99T `9 C'T02`b ,'b6T`ST :'L8G49S :'GSA4 ZS "i28`STZ /"9904LTZ ?'99044TZ i'SSS4ST i'OOT`2S '.'LL6`SL •'bbS4SL ;'SOZ46b :"SSS`9L ,'002484 ' c0b `8ba. '8ZG`6T 'LLS`9b 'Ob9489 '192408 '9104VZ ' TSZ48b 'bTS49 'O1841:017 '4OS46 IS3UAINI aana33V ZS'ZPO4L8242 00'0b942264TT LS'T02400T44T 49"11.0491-646 b6'918489649 9S"OT40646T 2b'bb849ZT4S TO'0094 bG`b 2 'r•224204461 2 '2 S`9SG`6T 22'£S49S4461 L9"9994Z9646T O0'OSZ49E646T 22'2224ZT646T 68'82G4S1646T 9S"S004St'6461 9S'SSS4LT646T OO'00848T6461 LS'02941,17448S 00'STZ49T849 ZZ'ZZ8` bL`6 00' Oc.S `Z82 ` b 00'OO1148984P 00'OOS4172640 ZZ'488468248 2'2bZ499642 46"1204217846 28'0T646644S 1N311°39 3dA1 AlIa133S T = -FIVd • IS03 LL"2VG40202 00'00040004ZT 00'00042LZ44T 00'00040004OT 00'000400044 00'0004000`OZ 42'42T `b6T `S 29"Z984E1084P 00'000400040Z 00'000400040Z 00'00040004OZ 00'000.0OO4OZ 00'00040004OZ 00'00040004OZ 00'00040004OZ 00'00040004OZ 00'00040004OZ 00'00040004OZ 479'S694S6L46S 00'000400044 00'00040004OT 00"0004OOS4b 00'00040004S 00'000`O00`S 00"000`OOS`8 00'000`000`b 00'0004OS646 Z9"^69423184S NVd OTLS"S 0095"S OOSS'S 008S"S OPSS S 06Etb "S 9692'S 969"S 2812'S TSV2'S 00T9"S 00472"S S9b'S OZSZ' OVZZ'S OTVZ'S L6/S Z/i0 46/4Z/20 L6 /GZ/20 L6/LZ/20 46/4Z/20 46/n/2 0 L6/9C/TO 46/9T/10 L.6 /91/TO 46/91/10 46/91/10 LE./n/20 L6 /2T/ 0 L6/ S0/20 L.E. /SO/20 G6/bT/20 46/S0/20 L.6/bO/ 0 On8b'S 46/ZT/20 S80b'S L6/LZ/Z0 TSZV'S 96/4T/ZT OZOb'S 96/T1'/ZT 00Z2'S 46/9Z/Z0 OTO^'S 46/0Z/Z0 0942"S 46/0Z/20 OLBZ'_, L6/az/ZO Ob9'S L6/0Z/20 3.1Va L6/9C/90 0000'0 L.E./ZO/S0 0000'0 46/TO/ SO 0000'0 46/10/S0 0000'0 46/SZ/00 0000'0 46/8T/00 0000'0 46/'PT/b0 0000'0 46/bT/b0 0000'0 46/bT/00 0000'0 46/60/V0 0000'0 46/60/PO 0000'0 46/40/V0 0000'0 46/40/PO 0000'0. 4E./bO/V0 0000'0 46/20/b0 0000'0 46/ZO/b0 0000'0 46/Z0/00 0000'0 46/10/PO 0000'0 46/S0/60 0000'0 46/U/80 0000'0 46/2T/90 0000'0 46 /60/90 0000'0 L6/4Z/S0 0000'0 L6/0Z/S0 0000'0 46/9T/S0 0000'0 46/I/S0 0000'0 46/ZT/S0 0000'0 3IVG 3IVN 3SV1•3N0d IDS ISV1 A.I.INOIVW aDVd 46/12/20 d0 SV INOd_N NOIIISOd S n N I G -1 O H I N- W 410 1 S 3 A N I DaISNAAIN _IO 03 OT06T ad '3NI 13NAV ad3 03 3IN13313 NOINn ad3 3NI 03 SINHOW dI'IIfld ad3 03 N3A03SIQ N311IM NV3Q ad3 WW033131 H1nOS 'Ill ad3 03 V103 V303 ad3 03 A3NSta 11VM ad3 819 GA 03 AANSIQ 11VM ad3 8T9 dU00 ITIV ad3 819 a3 d`103 S3MOS AJN1Id a43 819 ad dUO3 IIQ383 WGI ad3 dNO3 331 V`1VS ad3 03 I H3N.11 '11Id`13W ad3 03 aNnd WW03 1V3NVaNOINn ad3 3NI 11IOUV3 ad3 3NI A3M:JVG HIIWS Qd3 dao3 1VIIdV3 3 0 ad3 03 1.Ia3a3 `IOIOW a'10A ad3 1NnoosIa - N3dVd 1VI3U3WW03 - a._13 -1Vlolans ANVG 11VN O0V3IH3 lS`1I a VG V3I y3WV JO NNW va O9V3IH3 1S`IId VG 00V3IH3 1S`1I3 va 00V3IH3 ISNIJ V3 00V311-13 1S`!Id VG dNO3 V3I`13WV NNW VG NVI.IVHNVW 3SVH3 VG ANV8 NVIIVHNVW 3SVH3 VS 33NV1d333V SNAANVG - VG NOIl dI `13SAU ONIidOdAN SINOOJOY 11V - TL2bT TaVPI 642171 84201 Z82PT 2.420I UZbT TZZbT OZZbT 6TZPI BTZPT bGTbT ZS2OT 922 P 1 L.a bT 9G2VT S'22PT Z2 vT 61,2171 T UPT Z21bT OZTbT 802 b T L.6ZbT 992 P T 2.2bT S92 bT QI 3aS 11V=1.Nn033V LI: :90 C.F.>-I.^-TO �� . :'OLZ`LTO`T Z2'0b0'T8668S 00'000'00046C ,'bLZ'S2T ''.'8TZ'6b ,'989'ObT "9TE`S9T ' 6WObT ''SZ8`SLI ,'021r4OTZ 'STT`608 '12:0`T6 ,'Os6`VZT 'OS9'09T 'OOS'8LT 'i2S'OZ ' 22G 4 OZ ' 22S'OZ ' 22S' OZ 'T2048 'TTZ`Zb 'TTZ`Zb '288`22Z`T '6S6'2 1S3WA INI a3f1aaov 88'96Z`VOS`S 00'00040006C 00'000'000'0T 00'092'T66`6 69'649'961748 00'0T942:6646 S4'260`96646 00 000' OOS' S 00'000`000`S 00'000`000'Ot 00'000`000'OT 00'000`OOS'8 00'000`000'0T 00'0004000'0T 6T'ZZS4TL6604 00'000`000`U 00'08Z`6666 90'684'886`9 as - bfs b ` 966 `8 S4'896'Z6646 00'000'000'G 00'000'0004G 00'000'000'G 00'000'000'S 00'000'000'G 00'00040004G 00'000'000'S 00'000'00040T 00'000'000`G 00"000'000'6 00'000`00040T 00'0004000'S 00'000'000'S 00'000`000"S 00'00040004C 00'00060004S 00'000'0004'G 00'000'000'S 48'SZ84S2Z`Z8Z 00'00042ZO`b8Z 4SZ4"9 L6/17Z/Z0 66/ZT/20 0042'9 0028'Z 96/9C/ZT 86/91/ZT OS/_ OZ6S 96/0T/TT 86/0T/TT OS90'0 TOSS'S 96/ZT/ZT L.6/ZT/n 00917'S LOOS'S 96/ZT/ZT 46/ZT/ZT 0091,'S OLBV'S 96/00/n L6/00/ZT OOTb'S SO6b'S 96/bT/TT L6/ZT/TT 00SV'S TOWS L6/20/Z0 86/20/Z0 00S9"S ZTT9'12 L6/90/20 Lb/ZO/n 0000'S SOWS 96/00/n 46/ZO/ZT OOOb'S 47.240'S 96/ZO /n L.6/Z 0 /ZT 0000'S 008Z'S L6/20/20 L6/Z0/90 008Z"S OQBZ' S L.6/20/ 0 L.b /ZO /90 000Z'S 008Z'S L6/ 0/20 L6/Z0/90 OOBZ'S 008Z'S Lb/ 0/20 L6/Z0/90 008Z'S 006Z'S 96/ZO/ZT 46/Z0/90 006Z'S OObZ'S 16/20/Z0 66/TO/S0 000Z'S 000Z'S 46/20/Z0 L6/10/S0 OObZ'S ZT'2896179Z4b 2Z'9S06T2'b OILS'S L6/SZ/20 L.6/91/90 0000'0 'imam 3dAl AII:: aas Z :30Vd 190:3 `1V.1 (113IA JiVa 31Va 3lV:d 3SVH3NON 1.3S 1.SVl AlI`If1.1.VW 33Vd L6/T2/0 dO SV l ;t10•_13a NO T.I.I SO._I S O N I a 1 0 H 1. N 3 W 1 S 3 A N I MaISN3AIN CIO A.l.i•lnoo ' 1 N30 ' 01`1OW - 81HA - 31113 -IV1Ala ns NNVa3 NVO1 '1WOH aid (Mail W2-%6) NVA-ANI 81Hd (aoai I W9-"/.i+1.W3 AOT) AI-81H3 ANVG NV01 3WOH aid NNVa NVO1 :MOH aid NNW NVO1 3140H aid : mva NV07 3WOH aid NNW NVO1 3140H aid - allHA 1a11.0ians ZO bT 06bTT =62TC 2ZTbT U TVT S 6001 1b01,T NNVa 1.Ia3a3 mvA aid 09Z01 ANVa1 11(1380 W8Vd aid 0020T ANVa Imam W'+Vd aid 2600T ANVa3 1.Ia3U3 148VA aid OLObT Nwva3 lIa3a3 W`1Vd (13d 6ZxVT ANVa3 1.Ia3d3 148Vd aid 8Z20T ANVaI 1.Ia3a3 W`1VJ a3d 4Z21,T ANVa3 11(13U3 W8Vd aid 9=01 NNV13 11a3N3 W8Vd aid 2800T ANVa1 1.Ia.383 W8Vd aid 6SZbT ANVR 1.Ia3`10 WUVd aid BSZbT _.--=_.=rC===CG ANVa1 1Ia3N3 WNVd aid - alJdd -lal101.a ns 'ONI 13NAV ado ZL20l' NOIldI63SM aI 33S 01411.N0.1.1`i S1NIla my liv - llV :1.NIlOoov L.T:2Z :90 LbbT-T - O �-0 )'0 )'0 )' O )•0 )"O )'0 �•o 5'9i^-`VS2 )•oOL`2. f - 268 ` 22 "280`i9T ''6S9`:ST !' 20S i r•.SG 00-000`000`otr 00'000`000`ov 00.000`000`ST 00'000`000`ST 00-000`000`S 00'000`000`S 00'000`000`ST 00.000`000`ST 00'000`000`S 00'000`000`S ZT'T28666T`OT 00'000400040T 20'26tr`OOT`S 18-S6e 090`2 8Z-T.bo`6to`Z 00'000`000`S 00'000`000`2 00-000`000`Z 9T'S2968468Z 00.000`o0S`8Z 00'000`000`C 00'0006000`S T6'8Z94f•6w49 00'000`00S`9 00'00T`S8646 00.000`000`0T CZ-906`866`9 00'000`000`4 29'ST0`928`S9 00'0004000`99 trot. b8Zw'S V8Z^•.' S V8Z2'S 8860"S 8T9T'S 9181-r 0099'9 TT8'S 66LL'S %tr9b"S 46/T2/20 L6/T2/20 46/T2/r0 46/T2/20 46/02/90 0002'S L6/02/90 0002'S 46/02/90 0002'S 46/02/90 0002'S 46/T2/20 86/12/ 0 0008"S 46/T2/20 86/T2/20 0008'S 46/T2/20 86/1;/ 0 0008.5 46/4Z/20 00/4Z/ 0 0099'9 46/bZ/ZO 66/2Z/Z0 00F6"V 96/8C/ZT 86/8T/ZT OOOL'S 96/6T/TT 46/90/TT 00SV'S S08`68 00'000`000`OZ o0'000`0o04OZ 099V-9 L6/90/20 00/90/20 09917'9 ''99949LT 00'000`000`0Z 00'000`00060Z 0092'9 46/1T/Z0 00/TT/Z0 0092'9 '4Z0`6 T 00'000`000`0T 00-000`000`0T 000S-9 L6/817:/TO 00/bT/TO 000S'9 ,'0056Z2T 29'06240V868 00'000`000`6 VVIO"9 L6/20/ZO 86/ST/ZT 0000"S ;_F•.trS`ST 00'SZ96S66M9 -- 00'000`000`G 2S44'S 46/LT/20 86/4T/20 001L'S 1.53M3INI 1.S03 819d - - a13IA • 2 1V(1 -3.1VQ A 3.1VN 4330:d33V 3SVI-13?ind 1.3S 1.SV1 Alidn1VN 33V3 oi.ani73S 3dA1 A.IIM033S =39VdAgek 46/T2/20 JO SV 1.`IOdad NOI.LISOd S. O N I a 1 O H 11 1. ; 3 A N I 3aiSapnIm JO 103 ===== SaNOS lvdIcINnW - INnW -Rumens VVV I1110 V3y.L 3N01831IW linW 262VT VVV ad HSV3 3M1 S0iA3NG 1-InW Z62VT VVV aNnd 3WI8d 3I1S WIV 1"1nW T62VT VVV ilao IA00 a31VN3a3A 1-InW 06 VT linolanS ==__==_____::_==== arm 'IVn1nW - linw 2eV/-VV OUGAH orav .N0 ON I.W wV/-VV OWIAH OI`1V1N0 ON.IW 2eV/-VV oaaAH • OI'JVmo ON.I.W =..c-_...o._.=========== ===== ========== S310N WNAI a3W - ON.I N -IH1.0lanS '30SSV 'ti'11.MON 1VN aad "30SSV OINOW 1.VN - 30SSV OIMOW 1VN a.3d ' 30SSV s lIMOW .IVN alu '30SSV OINOW lVN aid - VWN_1 iV101anS "IN33 -DIMON - 111HA -1a30 'Olaow - tI-11I.d 'IN33 "OINOW - 111HA '1833 -olaow - 011-14 ' 1833 ' 0180W - ► lHA 8L2 T T LZ2TT 9L.2 T T 00201 1:0'. trT Z2TbT 6bOtrT 6_2tr1 6/_Ztr1 SItrZtrT T9FtrT 09 trT NOIldI831330 ONI.180438 SINI10371) 11V - aI 33S 11tJ=1.N11037V v4 C•1 so O n U 0• r 1 r r:) 1 0 Tr >D Q a. 0 .L N W 0 c7 SI J ▪ 2 CC LL F �z y. LL r; �� C^ LU M. ACC:OUN'r: ALL SECURITY TYPE SEQUENC F- W W 7 CC :c w op - CZ CH CC a ii O Cd h• Ni Tr N) w .i Tr rr w . CS nI ! Ci h7 Pi Tr Pi r•1 Tr r U n LU CC I 'O E C4 ! U =w!o CC N i • !- rs :7 } I 0 CC T i I ii 0 F ! r. ri t) co LU I N. A n 0 _ I-1 r S I !� i CO C. ! \ L L <i 1 Ni C3 i I 0 tO C c0 ▪ S } F i S4 LU 1 CC F 1 D Q 1 r A ! C r 2 1 i L u Li I S S I LL CC I i i DESCRIPTION 5.0900 oe/15/03 MUNICIPAL FONDS 1996 TEETER NOTE - U.S. { 1 1 t u 7 7 7 7 7 7 7 7 7 O 7 7 7 7 7 7 7 - .- . • . .- - - ....v:1.i.>•�+l>v0OU00v0 • . • • • • • . • • . • • • • • . • • • • • • . • • O [0`Omoo.iwcobo 7moco00000000000000000 n0k) t)•4*4tOCJmtoo NOLIL7 VIV)000r.r`r.r •• . w• . r r r r •'Irtr /\Y0MCSt1•Ny/�� �Ti C''cl n C4nr.L7v.Qvn .I C1 0m00000CD 700pi000S40Tr00000^4t•I000LIm0 h7 0000001C4ODr.0C44000.400)00000vf•9nOoC40 • • • • • • • . • • • . . . • . • . • • , . • • • • p0 0O.0CI0140.04OmC.4000PiCO C) C4 Cm 0 hi CS ONOD0Llso0Ci Tr 0La0so 4 0 0 1.4 v4 SO Tr c4 c)cV•OL7.•+•OCICJr•CD sO0010Cd•0 k) 0Pir•0 pOrtUL7Nm41.ti40C C)00CsOD0,ts0!s•t)UM1 QO•+a0 r r r r r r w r r •w e w •w r w 1.4 h7 cD OD CN VI ti 0• Ct ON CS 0 v4 CS 0 CS co cm .4 co 0 IN r % t.) Tr n s0 'R Tr r. v4 0 sO =r CD CS ON CO 00 .0 40 CS SO *4 CO OS NO 00 Li Cm vl'OQ•0.0,•i0m•0 •i UUO'0•AO.O.O•GO'O•UO'00r000000CD.+0•U 0•+.4 .18 r w r w r w r w r r r w r w r w r w r r w w r w ON CSrr•h70'rC4C4C4erTrrCs0 L7000000 Tr ON h7L7O. .a CJ .t .a CJ .4 .a .1 Cd f� 0000000000O0000•.i000000r.p01.G",NM0.0 h7 00000000OOOOo001700000000'L�1�)'0rON • •.. .•• 0 00000000000000.0p00000000.400.00.00. Tr 00000000000000T0000000.403 0r0.a00 0 00000000000000C4r.0000000r0.01.00r .• r • r r r w w e w r w r r r•• r w r r w r w r w •i 000000000r.00r 0000.0000000NN. 0v000r+ Tr 00000000000000 r+00000000C tit0•+,-�00 1+ 000000000000000V000000WH C. 00.E U oom•OoL7t>)tfitfJnnno0 L•70o0000 rU h7L7U r. .e v4 ri ri N H H CJ H H H Cd SUBTOTAL C) 0 0 0 M ON 0 40 no m 0 40 •0 v4 •0 .0 O 0 Cm C4 C7 Pi U U 0 i. ►. O CI L7 er 0 cs. 04 0rrr0r00 0CS000)r400=rNiso.9rUUrCsC4 O 0 cm !.) •O 0 m 0 U 0' .t Cv t0 r` •O •O 0 O• NO O. 2 .+ +r .; .1 U U *4 Cd U CO 0 •O L•7 0 0 Cr O• .+ v4 .0 •O U 40 C\ r. •0 0 0.? •O r\ C` r. O n r. RI 0 0 • ..,•..... _...•.••.......•.. 0so000so00.O.0000rrrrrrrrrrrrrrrrr r`nis!.n•0.n•0'0•0r\r\r\I\r.r.r.Psnt`nr\i\r\nr.r.nC`!s CsO`0'O.O'0'UO'O•CSUUUUUUUOE. UU0'UUUC*U0'UUU r CO CO ri r .i v4 ri 0 O Vi rt L7 .; r rt r r r ,: ri r r ri r r ri r; r ri Ci \ \ \Y \ \ \ N. \ \ \ \ \ \ \ \ \ \ \ N. \ \ \ \ \ \ \ \ \ N. \ ri C•J M h) 0 O O Cr r4 ri r+ v4 C1 p0 Ni h) t0 t0 r) Ni h) p) t 0 h) t0 t•) p0 NI M h) a0000**4P4.4,4H C)000000000000000000 01O00C7OOOOCI0707O00000)OOI0007O)CJ' OOCIOOOCIO UUUU 0•UU0'O•UCT. CsCS O'0.CSCn0.0.0.0.0'0.0•UO•UUUO• \'.\\\ .• .\\\\\\•\\\\ .\\\ .\ .\\•.. _ 00r; ••I000.+.{r.4000000000000000000 \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ \ .-INNOt•)v'rrL7h N N00.0'0.0.0'UO•UUUUC•UUUO•U 000000000000000000000000000000 000000000000000000000000000000 0000 h70000000000000000000000000 CiC•i ryC! CJn n r.00 L7ON00000000000000000 'Or+.+.4,403OLL000•1C10Nr.Nr.r.r.NNN N! NNiN! NN 0 V7 L7 h7 h7 0 h7 0 •O •0 h7 h7 L7 r r r r r r r r r r r r r r r r r ! 1! !! I! p G7 11 Li n ► n O 11 .2 n >- q Cc n 01tO00tOtotO01/000O01010000c0ODtoto otouo (to co to CO07OCOCO 7 u LULU W LULiCaLiW W W LiLULJLUiULuiLUWLicLiL biiLi W WLJ W LU cc n LFFFFFrr-FFFFFi... FFFFFFFI.-I.- S n 0 O C O C O O O O O C 0 0 CO O O O O O O O O O O C O 0 0 0 0 Li n Z ZZ>Z.22Z:c.2Z.2:c22:2E2:.2Z.2ZZ22EZz.2Z.2Z CC u Fn>->- >-}}}}}}}}}>-}}.}>..}}}}.}}}>.}>-}>- u CC CC C.CCc 6cCCar cc LCCt'.C: CC CC it CC CC CC 'e 6: CC CC CC CC 00 C4 6! 11 7777777777777.0-' mmom77577700>>O II QS¢SQSES¢S<ESG.'CQSfSCSSSSSLCSSSQ` n LULJL5LULULLLULiLUWLULrWL:wyLULUW LiLULiLULUL!LULUL1LLU n ii :C L. iU LC Cr CC 0. CC CC CC :C CC CC LC C= is CC CC CC CC iG CC 0: CC C: CC a: CC a: N F F F F F F F F P. F F F F P. F F F F F F F F F F'r F F F F F {{ • • • • • • . ■ • • • • • • • . . • . • ■ • . • ■. • • • • • n to to CO CO CO CO COEnNCHCOCAUoNCaCOCOCOCOUICACOCOCOto0CANCoCO n . . . .. . • • . • . . . • . . . • • . • • . • • . • ■ • • 77777777»7» 0UUC*00 hiC•0O'000I*4COO 0!sCD.4C4h740rs^.+CJ1,1r.co C4 r 40 0 Cd 0 0 n CI IN r+ 0 .ti r r r O r{ CJ t•0 t0 i) 0 p0 0 so '0 •O •0 .0 0 )rrrMF)t)NACQc*'1.C.J.J..4 .)i;{.4MH;.4*4NC•3C4C4C C4 .i .'I ri .d ri .i ri ri ri .i .d ."I r'I ri r•1 ."i ri ri ri ri ri ri H .4 rt r• .i • • 000372 c c o 0 a v o © m o w • w •1 0 0 r • • V O M 0 W CO W 1W ^ u. 4 >- 0_ r >- U W :n LLJ W M LL 1! ;Ai oz Q F1 0 CC CO :) z w m N < A AA LW J • n D CC 0 a LL r:) 1- \ W ?i M W O i- ZL Q A O J G; Q U F- . • • • • • • . • • • • • 000r.►.noElr.r•r.^OjCO0,Trr..pC443ill 0 ?E?E?0ElEl0es00 `0 s O M M• 0 g 0 `0 .0 0 s r+ N is r• 0 r. C Q• 4 Tr 7 0• Q Tr 00r1*,000o*+CVmcovcoN nr.r nNTrNN ► e e •, rrrrre e r r►► r w r• e w PA PaNEf,O.CS CS CS CS Os AON CCO OI•CCSQNC4C NNCNN r1 ri *i 0•0r.000000000N000n00000Ot:)nomoMoo n00000000000r+mooran00000*+nr4mo.000 NM0000000000 03Tin0,0N000000N1.1,00n00 m,er+00000000Nr4N11004)00000N1r00.0,.(00 OM7r.r•ermHoI.C4C4lammN,13Csr4 0 0 CN SO sO r4 00 SOr400 Pr. •► w r• • r•. r r •. r •. ,• •. ••• e w e r• r w r � r. N tY Q• N C '0 r► S T-i 0,-� CO 4D 0 "0 o rs CO': CO rs M p. N ,4 Tr rs 0TSrSe4 r4NNNNOr.•CQNmmnONN00•mnnnNN NN N100CD0CDNNNNONN NNCrNONNONNNNaNNNN r •. .• w r w e •• ►► r •• r r w r w r r r r r w r r r w r w r+P) 0 00CS4TrTrnoNTr NQ7NOotf TrOZ7C'N•rtrTrTr Tr CS TrC407000000000,7,000000000000000000 Cal• N000000000NN 00000000000000000 BS . .•.•• . . . • • • • • . . .•. • O Q n 0 0 0 0 0 0 0 0 0 ,O M 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 ,-10.0000000000Ta M 00000000000000000 0• NN0000000004OM00000000000000000 GrM 44 0 0 0 0 0 0 0 0 O m� 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0. O N 0 0 0 0 0 0 0 0 0 0? Q 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 00V0000000000.. 00000000000000000 44hl00 000 007070.r C) 0?0070?07070 00007000?O rt ri .1 r1 ri .i 1.4 07r1 r4 Tr 0r10700000r 1.4 TrNm r4 1.4SO0r10,•90Tr c. r17 caNCsr4c> C•0?000Tr0'ir 0C)Tr T4Canon^,TrNt.c1-+'rI\r?N N*t*•1Nt -0S5SONNC4*• CS CS r.CsP10r.NNC1NmN!\00 lr O •0 6�s0,0sOI.r•r.t.r.r•PsmINI.,o070 ommmCOO)OCSrlrlydP) t)N Q Y tr P Q 4 7 Q er Tr •r Q Tr v 0 0 sO ,0 07 07 01 0 07 •0 0? ,0 s0 •O ,O ,0 •0 rsr.nJl,OJI,O,O,O,t;,O,Osls0,0,Onr.nnl\r.r\r•!.r.r.r.r. r.P. Ns NSsSs N;Ss P\NNN\Ns N;Ss N;U \NsSsA\\\N CS \aCS \\\-N`\A ra r4 ri r4 r4 r1 r4 r1 ri r4,4 r1 r1 ri SO r1 ri ri ,O CO CO w 0) O 0 P. r. r4 PI 0 0 0 t•4 M bi 0 M 0 0 0 0 I.) O h) M7 M N N Ca Ca ra ra C) -1 .+ 0 M 0 0 \ \ \ \ \ \ \ \ \ \ \ \ \ N. N. N. \ \ \ \ \ \ \ \ \ \ \ \ \ \ N. 0 0 0 0 0 0 O O O O G 0 G 0 M Ca r1 rr N N N N Ci N t) 0 h) h) PP 0 PP 000r1r1r4 r4r1r1r1r4r11.1r4r+000000000000CD OO >- I CJCOmmOJm CO CO CD CO CO 01 07 OD 0CINNNO.OSCSCSCsCSC*NNN CS Os c• �. N 1- I C* 0h N N N O N v- CS N N 0• CS O. O. O. CS c. n. 0. 1* N C* N Ch N N N 1-1W i N. N. \\\\N \'.\\\'.N.\N. .\.'\\\\\'.\\\\ \\ MYi- IC., 00r1 1,r1r:ri*;r1r:r:rar G-1r1,.,•11.4com`7ru2u;oal,•1r1 r4 r4 04:. 1 P700000000000!•)000000NNNNC:NNCa0000 W F- A i N. N. \ N. N. N. \ N. \ \ N. N. \ N. N. N. N. N. \ N. N. N. \ \ N. N. \ N. \ \ N. G i CS Cs NOG OGO000• 000TSNTSr4rlC4CiNr•:CtriC•lCi0000 1000r1r1 r1r1r1,•{..1,.1,1,.1,.1,.-1r10000G0G000000 00 r0000000000000000000000000oo0o00 W1_1•1 f 000000000o0000 L�OVI07L70�LiC� on.,'•_ ono 0o C 1- i 07020)0 0070�070?0 00?0?OZr ONO \r.I.r.NNNNN0 00707 H CCr INr.r.r.n r.l.l.I.r.r•i• r. r. `oP.ODCDmmmC.:CC.'+O+DCO. iL� f , . . • • • • . . • . CoCS C,• •• Q s ti• Q Tr Q« Tr R Y Tr Q er v 0 0 0� 0� 07 0� 01 0 0 0• � Op 0 0 sO ,p •p •p CD Z F- CC 'J LJ CO F- z CD u J J 1 J J 6CCUUN'I : DESCRIPTION 2,691,371.i 415,076,476.8= 415,000,000.00 H 1! H H if r- H z H W H .. H W H m=^tocoCONcaCnCntoCOfCnCON0CANCOCAtOCOtOCOtOCOCOCOu)CACO <I0 JWWWWWWWWWWWWWWWWWWWWW1sIWWWW1 J H F- f- � � r r- r t- r 1- F- 1-1-�- '- 1- F- 1- F- 1- i- � l- :- JWWW •`0 00 CD0C3000CDCDC7rJCaoi70i]aC7oCDCDCDC000eCDCD0 W H Z7 ZZ:L ZZZZZZ.. ZZZZ.a.,Z•ZZ Z.ZZZZ:cZ.ZZ ZZ i II :c }}}.})-}j.}}}j-}}}y.}}} Y.y. }.j-}}).}}}y- })- 4 .:ecc'"iL��C4acceiLYiC',.'ZC 'CCcci.4CCCCCCiCCCa:iiCC.00` LC C7 H D D 5 D 5 J D D M D 5 D M M D M M M M M = D Z D D J M M. H CCU(!)G'7C.^.coCPco07Ci.CCGiEC ViNcocowcoCAtoGCfCGCOCaCAcocccocoGi M. H .T.AZ cQfIAZEC3At<I<INTQ3G.iQQQT. .ciSC`Q`GAIG` L H WW1+;Cs1•L.;W WW WLUyWElWWWWW W WLE! i1 WLE! WLdW1_,'WWLE; � fl j a: 1 C: Ct a i c a: cc CC it � 1K CC id CC CC CC CC CC CC 0: CC CC CC CC CC :t CC :C CC CC F- 1- r- 1- 1- 1- 1- 1- F- 1- 1- 1- r- F- 1— e- 1- 1- 1- 1- F- r- r- r- 1- 1- r- F- f I- r- I 8 • . • • • • • • • • • • • • • • • . • a • • r • . • • • • • r O II CONGOtoCOtoCOcnCACANCOCO01tOCOCOCO VI CANCOCDGOCACANNCOCO0 • . . . • • • • ■ • • n • • • • • • • • • • • • . . . . • . > M D M> M>> M 7>> M> M M> M M>>>>= D 3 M M 7 D D• W 11 :C H NY)70 r4 r4 Tr0?sor.raCANCCJ0 sONr.N0,4Ca071,J' NTrElsD rs so 0 CI El 0 El 0 0 0 0 0 ODe4r10N0070r1r1CaMCaCaLlElCOCOWO7 0 LZ 07 0 0 00 M 000 0 07 L? +.4 r! C! ra 6) 00 PI 0PI0+) P) k) 0 CaNe4*,r1r1r1rir+,-1.4CaCdTrZ4'eQCerTrQ TrTr V Tr Tr TrTrNI. 1•4 r, ,4 ri ry ri ri ri r{ ,M r1 ri r4 r• ri r♦ rl *4 ri r1 r1 ri ri r1 rl ri r1 e4 ri r1 ri SUBTOTAL 000373 C C G C 0 0 0 0 0 © • 0 d • ! • e ! • • 6'21642 00'0004004 4'Z814TT 00'00040004Z ['179Z4T2 48'20`414 1'82'24402 2'2494at•044 2'929`46T 92'917846Z2417 T'6 84Z2 00'81,041074 l3'09944917 00"Z26`262'0T 9'4884Z9 00'02'0Z=0 T 8'196428Z 00"179174TZ049 O '622424 00'n/1741044T 0'684`TZZ 00'00242T042 8"0464Z21 00'086490042 2'26Z`917T 00'8=480242 3'TTS4Z22 00'0S 0 9E244 4'19e 93T 00-Z604ZTZ417 0'6844TZZ 00'00242T04S 9'Z2141717 00'0917`866 4'1924.88 00'0Z442:004Z 4-Z44`17T 00'000`000`T 9'09146ZT 84'44T4217448 ▪ 696`a22 Z'ZZ9`2OZ O'OZ8`Ta T'L.Z2`60T 9'999`TZ 3'0 9'999`TZ IS3MAINI Q3n: i33V 80'S9Z48T4 c6 SST`Zm0`c. 02'292'824 T6"2044020 4 64'0264064`a 8'"ZS<`484 Z9"41794ZWIT 46"Z9042024T VI'616426449 4Z"82940084T 01'696440242 41'9Z24Z8142 19'Z4T4T024 24'ZZ:04296`4 26-T*14442174a 01'696440242 SZ' 289 `9S0 ` T T4"1,0246TT4Z 81'62249ZO'T Z8' 0179' 246 4 8 02'426426042Z 00'000`90142Z 00'000400040T 00'000400040T 00'2424666`4 00'000`000`8 a2'Z92496044 00'000490T44 00'000`OOZ`08 00'000`oo-e ss 00'000`000`sZ 33N3(103S 3dAl AII`In33s 9 :39Vd 1.S03 00'000`OOZ°OS 00'000`OOZ`sS 00'000`000`gZ `1V._I • 009T'S 46/0Z/ZO 009T"S 46/OZ/ZO 6864'S 96/20/40 6864"2 96/20/40 6864"S 96 /20 /Z0 TOZS'S 96/10/40 TOM' 96 /TO /LO 1.028"2 96/10/40 17028'2 96/10/40 VOSS'S 96/T0/40 17028"S 96 /TO/40 V028"2 96/10/40 170 28"S 96 /TO /40 V0 8'S 96/10/40 V028'2 96/T0/40 VOSS'S 96/10/40 17028'S 96/T0/40 V0 8"S 96/10/40 8T4Z'S 96/61/ZT OVIZ'S 96/6T/ZT ZS9T"9 sas- 08L. "S 46/TZ/80 46/1Z/80 46/91Z/90 46/SZ/90 46/9Z/90 46/9Z/90 4.6/9Z/90 G6/9Z /90 46/9Z/90 46/9Z/90 46/9Z/90 46/9Z/90 46/9Z/90 46/9Z/90 46/9Z/90 46/9Z/90 46!9Z/90 46/9Z/90 46/61/90 46/67/90 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 0000'0 96/ZO/ZT 66/ZO/Z1 0091"9 46/2Z/Z0 86/2Z/Z0 0222'2 96/6T/ZT 46/6T/Z.T OOaa"S a« QNn3 122 ould OT88T IS OTO<T 1S OTZST OTZST 0166T Ola9T OT9S T OT2OT OT6VI O1V2T OT6ST OTTOT OTBTI OT2IT 1S IS 1S IS 1S IS 1S IS IS IS IS IS Jar A`lnSV3H1 AmnSV3`!1 A` OSV3MI A: insdadl AMOSV381 A`1nstull mnsual. Amsv3al A'insraal A'lnsv3al A`iOSV3` 1 AansV3a1 AN 1SV3MI A:dnsvml A` F1SVAMI ANnsV3al A`inSV3:3.1. AMOSV3MI A`1nSV3w. Amn°s V3'1.1 -s-n -s-n -s-n - s-n - s-n -s-n -s-n -s-n - s-n -s-n - s-n -s-n - s-n -s-n - s-n -s-n - s-n -s-n - s-n -s-n Sl-IId AmnsV3al -s-n - lls.l lV101ans IIVI30SSV ` IMOW NVOI IN3GOIS IIVI30SSV OIMOW NVO1 1N3anis I.1.V I70ssV ::1IMOW NVOI IN3ants NOIIVIOOSSV 0160N NVOI IN3Qn1S - VW'ls 00="9 46/T2/20 46/TO/ 1.0 00' �i.:"9 000Z'S 4.6/2Z/20 46/T0/170 000Z'S 0:11:3IA 3IVU 3SVHO Od 13S ISVl 31VU 3IV8 AlI2In.1.VW 33VA 46/T 2/2 0 _IO SV 1`10ayi NOIIISOd S O N I U -1 0 H 1 N 3 W 1 S 3 A N I =bxIS:_I3Ard JO A.J mn03 -IV.1.Olans .I.NAWJ3MOV 3svH:J:.lnd_I:1 Sll3M 1N3W3AMOV 3SVH3drld3`J • NOI1dI63S7U Cr) • O O O S6ZaT b6ZaT 02421 6Z42T 8 Z4F. T 014£T 6042 T 80421 40421 90421 S0422T a042T 204'2 T Z042T T04;T 004 ;' T 669=T - 8692 T OVTVT 62TaT 440VT SOaT TVTVT .' 0 1.76217T 04201 QI 333 ONIIMOd'AM sIN11033v -IlV - llV =1.Nn033v 4T: :90 466T-T2-TO 'L91000 OT 68'9W 6241202T VT• '6 O'99L'OTZT '6ZZ'T9 ' B3b'b ' OLL'9S 00'0004000'0T 00'000'000'0T 00'000'000'S 00'000`000g 00'000'000'S 00'OOO'000'S 'L49'b00'^a b2'eti '8Li3'BL 00'000'000428 '6WOZT 1S3` AINI 03f1` 3OV 8L'aGe8 ? :OZ L.6"00S46ZZ'Z 7ig3mas 3.dA1. A1.I:rifl:).iS L s30Vd • IS03 HVA T.0"n217 ZO' S Ql3IA Q31HOI3M 30VU3AV 1V1.0.1df1S 1N0033V 1V1.01ans . 00S2'S L.6/91:/. 0 46/SZ /60 °MT.'S 00S37'S L.6/ST/TO L.6/3T/V0 OOSIV'S 009T'S 46/0Z/Z0 L6/TZ/80 0000'0 G13I1, 2IVU 31VQ 31V`J 3SVH3Hil d las 1.SVl A1.I?if11VW 30VA L6/T/20 30 sW .I.:d0,d3:d NO I.I.I SOA S O N I 4 '1 O H 1 N 3 W I S 3 A N I llJQTS:dn(tI�J JO A • O:] AlianlvW Ol SAW( 4331.HOI3M 30V:d3AV ANVU 1VNOIIVN SN3ZIlI0 G31. 94217T NNW 1VNOIIVN SN3ZIlI3 G31 996.2T C c a=s ==C=vaa=======aCC=====Za ==. S1ISO.dm 3WI1 - Q3,I, 1V101► ns Sima A`OSV3` I 'S'n NOIIAI `OS30 96ZVT QI 33S ONIMO.IM siwnoaav 1149 - 11V :INI omv L.'t e e 90 Aillk L' -S0 • • • RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: William Hughes, Measure A Project Manager Louis Martin, Project Controls Manager THROUGH: Jack Reagan, Executive Director SUBJECT: Monthly Cost and Schedule Reports The attached material depicts the current costs and schedule status of contracts reported by routes, commitments, and cooperative agreements executed by the Commission. For each contract and agreement, the report lists the authorized value approved by the Commission, percentage of contract amount expended to date, and the project expenditures by route with status for the month ending March 31, 1997. Detailed supporting material for all schedules, contracts and cooperative agreements is available from Bechtel staff. STAFF RECOMMENDATION: That the Commission receive and file. Attachments 000377 %YU %S'OS %E 98 %Z•09 %9'0L %S OL %4•86 %Z't6 %9Z6 %L•S6 %E'ZS %£76 %£ Z6 nt'L£o`it$ SLS'09 L' L$ L69'SZ4' L$ Z00'S44'8$ 600`8C9't$ 600'8ES'4$ 90'LZ6'9L$' 9E4'LZ6'S l $ 6Z149910££$ ZZs'48L'Z$ LZ£'LLS'ZZ$ 088'E60'8$ 8Lz`£99'L$ 8LZ'£SS'L$ E;o L a6ed 98t`t$ 9E4'4$ 0$ L09`89Z$ £0l'Z£ L$ 999'9Z L$ Z£9'6$ 0$ %c•ss %0•00 L %O OO L %1716 %L'96 % L'96 %YOB %4'08 %WOOL, %0'00l %0'00 L %0'00 l %WOOL %0 00 l iit'mt'tL$ 000'00E'Z$ LS6'41.9' l$ 094'0£S'0 L$ 9L9'8£t`9$ 9l9'8E4'9$ s£t'Z8L'91$ 9£4'Z8 L'9l$ 866`£z9'9£$ 000'000'£$ 9E9'ZSL'£Z$ 09E' La'9$ tL6'£8L`8$ 4l6'E8l'9$ 31V0 Ol S1NW11WW00 31V0 Ol 1SNIVOV 31V0-01 S3a(1110N3dX3 S3an110N3dX3 % 69t'ttetl$ 000'00£'Z$ LSO L9' l$ 90S'Z19'03 9WOOL'8$ S l l'OOL'9$ 9L0'91.1.`0Z$ 8L0'S L t bZ$ s66`£Z9490 000000'ES 8£9'ZSL'£Z$ 09E' LLL'9$ tL 6`£8L `8$ Ls amok ivic lsns (SES60a) dwea NOOF1 AMJd •pnlg uamg uaA (9Z£6021) 6ulssoJoiapun t(aluNoyy (9ZL6'4ZS6 'S l46 '80£6 ' 1016021) smug gnlo sepas AoH ken o; eyou6eyJ 81331'021d 1.6 amoli l L L allot 1V101ens S£96 (8ES6'L£S6'0£96'SZS6'EZS6'4£Z6'LZZ6 '6 LZ6ON) S133P021d L L L 31noa 98 31noa lvi.o16ns (E LZ60a) uolle6mg g uonorwsuo0 S1031'021d 98 318021 sL 31nou *moans (BZL608) 6upep AA pa JelsayoulM (Z£L6 'OEL6'ZZS6'6Z46'£Z46021) 'fad uoAue0 sgwei (LEE6'90E6 'ZOE6' L0E6' L L L6021) Mow ualnu3/6upeaul6u3 S1031'021d 6L 318021 tL 31noa 1V101anS (ZL0608) MOa 8 uolloMlsuo0 swad Jo A10 - luawaal6y anneladoo0 81331'021d tL 31noa L66L 'lE NOLLV0011V 31V0 Ol NOI1V0011V 030N3 H1NOVY Hl(1V 1SNIVJV S1N3W11V4N00 a3ZIaOH1f1V N 1031" 0 a0d 3an110N3dX3 o3111WW00 % lVaf110Va1N00 NOISSIWW00 03fOad 4 l6'E8l'9$ 31noa A8 laodaa 13Jane S1031'021d 11V21/AVMHOIH V 3211-1SV31A1 01021 • • • £ Lo Z abed 7.976 9£91098`Z£ZS 99L'ZZL'LS %9"26 8ZZ'8£8`1915 996'1ZE'89ZS S1V101 %8"L8 8Z9'£8V968 6L£'9915 %8"66 8LZ'£Win L0840,9'268 inni 2131nW141001V1018nS (OZL6 '0000'9Z/OZ96'Z£/ L£/LZ/ LZS6 '4Z460N) %8 L6 04Z' 1.84'06$ 6L£'991$ %8 66 S08'84S'Z6$ sec' 9LL'Z6$ SiS00 dp/boy aps/uogeis (0£46'0Z46 '4Z£6 '£Z£6 Oa) %L 86 88£'Z08'4$ %0.001 £ L4'498'4$ £ 1,41798'4$ buuaeulbu3/sa1Pn1S 1IV21 annWW00 %6'26 ZZ8`£8C9! EE9`6915 %0'001 996`6Z6'98 996`6Z6'88 31:1121-N•N21Vd 1V10181-1S (ZLL6-L0L6) (ssaidwl '£ L96 - 1096 '8ZS6 '9ZS6 '9146 ON) %6L6 ZZS'£8L'9$ ££S'6SZ$ %0'001 996'6Z6'9$ 996'6Z6'9$ WV2100dd '1N30NI/3aRJ-N-)12111d %4'CL 8£9`0f8'9$ 0$ %0'001 068'896'4 068'896'LS 'SOAS V N1l'id 11004100Ud 11f1018ns %£'86 S46'8£9'Z$ %0'001 6ZL'£89'Z$ 6ZL'£89'Z$ (L00608) `d0/iwwo0 6ulddeyy (LO£6 '611,6'90060N) %L'09 £6S' lOZ'£$ %0'001 1,91'SLZ'S$ 1,91'SLZ'S$ sa1Pn1S we160Jd S301A213S it NV -id WV21J021d %876 OZ0309141$ 898`28LS %9'26 9£101£011$ 9£L`6ZS11$ 131140381V1018nS 968'Z6 OZO'491.' L 1$ 998'L81$ %916 9£4' L£0'Z t$ 9£L'6Z£'Z L$ (00L608 n-41006908) 'A213S 1WJW 103P021d 131143313 %6'89 L981198` 4 96811£3 %6'Z6 9/VLS1'8S 009`088'8$ 3ONVH0213114/I 1V1018nS %6'ZS 900'0£Z'£$ 86L'6ZZ$ %4.Z6 SL1'OO:9$ 000'009'9$ (9£960N) uo11oru1suo0 01 ewnA %£ 84 £OL'6Z4$ 960'9$ %019 000'068$ OOS'£ZO' l$ (1£960N) WAN Asuo0 01 ewnA %4 % 841'661: L$ %0Y001 000'LSZ' L$ 000'LSZ' L$ (8Z460N) (39Sd) ublsaa 1eu13 01 ewnA WV210021d "A021dW1 3ONVH02131N1 %91.6 1r1q.`E111090 99$ %8'16 891'£8V13£$ 6614££`6£$ . 91Z'I iV1018nS %£ 46 9£8'SOL'0£$ %0 00 L S66'4SS'Z£$ 966'4SS'Z£$ ( 6006'17006 ON) AeM-l0-11-16121 %1..96 S£0'84$ %0 001 000'0S$ 000'0S$ (LZ960N) 1213030 %£ 96 £L8'6S9'S$ SS$ %4 L8 £L I:829'9$ 40S'9ZL'9$ (8106 '900608) uwpw3/6J6u3 tieuwlaid S1031s0Nd 91Z-1 31V0 Ol S1NW11WW00 31V0 OL L66L ' LE ywelN NO111100111/ 311/0 Ol N011V0011V NOIld180S30 1SNIVOV 31V0-01 S321f1110N3dX3 030113 NINON 'H1f1V 1SNIVJV S1N3W111/W00 03Z160H1f1V 103f01:id S32if1110N3dX3 % LIOd 321f1110N3dX3 0311IWW00 % 1V211110V211N00 NOISSIWW00 31noN A8 1210d3N imam S1031021d AVMH°JIH V MinsV31M 0102i1 [ewe/to 60113 Me1S 96037E %OWL %0•00 L %WOOL %0'00 L %V9 £ Jo £ aBed 000'Ez9'si•S 0$ 0$ 0$ 0$ 000'EZ9`91$ 000'£Z9'SL$ '1.I14W00 03n021ddV 1N3W1IWW00 1SNIVOV 31V0-0l ONIONV1S1110 S38f111ON3dX3 % CW990'9S 9L8'9014$ 9L6'S09'4$ LLr6'090' L$ 0$ EZ9`681.13$ £L9'ZLV9$ £Z9'Z LZ'S$ 000'0091$ 000'009' L$ 000'LLE'LS 000'LL£'1.$ .s;a6pnq lean leosy o; pa;elan;ou pue;oeJ;uoomeroid leg); Jo; aye semen Ilv .swei6oid;uewenoidwl a6ueyoia;ul;sule6e ueoi :310N EZ911,13'EZ$ S1V101 30NV1V9 S3oNbnOd Nvoi V Atinsv3W JNIONtflsino iH101 OS OS o$ 0$ L661. 'LE 43-leW 1 1N31,411146400 03ON3 H1NOW 03n0addV 803 381111ON3dX3 • O 00 M O O O EZ811.Z'9$ £Z9'Z LZ'S$ 000'00914 000'009' L$ 000'000'LL$ 000'000'L L$ VNOH03 AO A113 1V1o18ns atnloruls a6euleip W.10IS (t) g sa6umpialul ulooun aldeyy 'yll(us VN02100 30 A110 N1/013).V1NOANVO iVloians (at7608) sluawanoudwl pa uoitue0 peoillea Jo uollonulsuo0 pue 4sa0 leUld 3HVl NOANVO d0 A110 (l) NVO1 V131aanw 1V1oiens (paleugwei si )uawaah5v ueol) (ti££608) sluawanoidwl a6umpa11.11 S LZ-1/S l-1 luawaai6y ue01 V13121anW 30 A110 103f08d A9 1a0d3a 13Jana S103fOad SOV021 S133a1S IVOOI/AVMHOIH V 3anSV3W 01021 N0I14I80S30 103f021d • • • • • • RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Dean Martin, Chief Financial Officer SUBJECT: GFOA Distinguished Budget Award The Government Finance Officers Association's Distinguished Budget Award Program, established in 1984, recognizes agencies which prepare budgets that are considered exemplary. The budgets are evaluated using a comprehensive list of standards and those determined to be proficient receive the award. To receive the award, the budget document is judged in four major categories. The budget must be an effective policy tool, operational and financial plan, and a communication device. A panel of three reviewers evaluates the document in the four areas, and two of the three evaluators must agree that the budget is proficient in the four areas. Within the list of criteria are thirteen "mandatory" criteria that two of the three evaluators must agree have been met. The Commission's 1996/97 Budget was submitted in the hope of obtaining suggestions on how to improve the document to eventually qualify for the award. Staff is pleased to inform the Commission that the 1996/97 budget was judged as proficient in all four areas on its first time submission. Specifically the document was judged as proficient by all three evaluators as a policy document, a financial plan, and a communications device. As an operational plan, two of the three evaluators judged the document as proficient. The one dissenting evaluator was concerned that the performance/workload indicators were not measurable or presented on a multi -year basis. Additionally, the evaluator wanted more data on personnel, including an overall summary of staff assignments by department. To put this in perspective, the Commission is one of only about sixty agencies in the entire state who have been recognized with this award. It was a "herculean" effort on the part of all Commission staff to complete the budget document. A comprehensive document of this type cannot be completed by one person, and no one individual deserves all the credit. Recognition should also go to Geographics for graphics design, and to Bechtel staff for technical support. STAFF RECOMMENDATION: That the Commission receive and file. 000382 • • RIVERS DATE: TO: FROM: SUBJECT: BACKGROUND IDE COUNTY TRANSPORTATION COMMISSION May 7, 1997 Budget and Finance Committee Jack Reagan, Executive Director SCAG Overall Work Program Guidelines; Discussions With CVAG and WRCOG Related to FY 1997-98 Work Items This item was discussed during the Commission's April 9, 1997 meeting and a copy of that Agenda Item is included as Attachment I. Also included as Attachment 2 is a copy of SCAG's Overall Work Program Guidelines, which identifies funding by work item which SCAG proposes for its internal use and for passthrough to its recognized subregional organizations, including CVAG and WRCOG. The Commission deferred action on staff's recommendation, suggesting that the item be brought back for consideration. On April 11, 1997, SCAG staff informed the Regional Transportation Agencies' Coalition, Technical Advisory Committee (RTAC/TAC) that any change in process to improve coordination between statutory county transportation commissions and SCAG's recognized subregional organizations could not be done in time to affect the FY 1997-98 Overall Work Program. In light of that fact, I submitted correspondence to A.J. Wilson, Executive Director of WRCOG, and Patricia Larson, Executive Director of CVAG, requesting meetings to discuss potential agreements among our agencies regarding work responsibilities and potential distribution of SCAG funds (Attachment 3). Meetings have been scheduled for April 30th (WRCOG) and May 1st (CVAG), and staff will provide a handout to the RCTC Budget and Finance Committee during its May 7, 1997 meeting reporting the outcome of such meetings. Financial Assessment Project Cost $0 to $249,360 Source of Funds SCAG $0 to $207,800; RCTC $0 to $41,560 (Note: RCTC's LTF funds are already included in the draft budget) Included in Fiscal Year Budget Partial RCTC's LTF funds for planning are already included. Year Included in Program Budget Partial Year Programmed 97/98 Approved Allocation Partial Year of Allocation 97/98 000384 Financial Assessment Budget Adjustment Required Y Budget adjustment would be required for SCAG funding. Work activity revision would be required to modify scope of work for High Speed Rail, Freight Bottlenecks, and HPMS. Financial Impact Not Applicable Y Increased SCAG funding to RCTC would result in reduced funding to CVAG and WRCOG. Attachment 4 reflects the potential SCAG funding to RCTC by work activity. STAFF RECOMMENDATION: That the Commission, subject to concurrence by CVAG and WRCOG, include funding from SCAG in RCTC's FY 1997-98 Budget for selected work items. a • • • 000385 ATTACM4ENT 1 • • RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: April 9, 1997 TO: Riverside County Transportation Commission FROM: Jack Reagan, Executive Director SUBJECT: Proposed RTAC Position on SCAG's OWP Guidelines Attached is a proposal which I prepared for approval by the Regional Transportation Agencies' Coalition related to SCAG's Overall Work Program Guidelines. The intent of the proposal is to require the statutory county transportation commissions of Los Angeles, Orange, Riverside, San Bernardino, and Ventura Counties to negotiate annual agreements related to the conduct of SCAG's work with the SCAG recognized sub - regional organizations nested within the counties' areas. In our case, SCAG recognizes the Coachella Valley Association of Governments (CVAG) and the Western Riverside Council of Governments (WRCOG). With the exception of San Bernardino County, where SANBAG is both the county transportation commission and the SCAG recognized subregional organization, difficulties have existed related to alignment and coordination of commission and SCAG sponsored transportation planning. This proposal would also make SCAG funds potentially available to county transportation commissions. The proposal further suggests that a means of encouraging county by county agreements would be for SCAG to retain funding for its own purposes which it would otherwise pass through if agreements between the affected county commissions and sub -regional organizations are not forthcoming. RTAC RECOMMENDATION: The Regional Transportation Agencies' Coalition met on March 28th and took action to approve this proposal with modification. The modification would provide for SCAG mediation in the event that county transportation commissions and SCAG recognized subregional organizations could not reach agreement, rather than retaining funds for SCAG internal purposes. STAFF RECOMMENDATION: That the Commission endorse RTAC's proposed revision related to SCAG OWP Guidelines as revised. 000386 000043 RIVERSIDE COUNTY TRANSPORTATION COMMISSION March 19, 1997 TO: FROM: RTAC Technical Advisory Committee SUBJECT: Proposed Revision to SCAG OWP Guidelines Related to Coordination and Funding of Subregional/County Commission's Planning Activities Regional Transportation Agencies' Coalition RECOMMENDATION SCAG's Overall Work Program Guidelines should be revised to clarify that funding for "subregions" may be made available to either SCAG's recognized subregional organizations or the statutory county transportation commissions subject to negotiations and agreements within the individual counties. If the affected subregional organizations and county commissions do not reach agreement on alignment of their planning priorities and funding allocations, then SCAG should be authorized to retain the amounts currently identified for subregional planning within the affected counties for its internal purposes. BACKGROUND SCAG's Overall Work Program Guidelines propose set asides of funding for various transportation studies for subregions. It appears that such set asides are intended for SCAG's recognized subregional organizations and are not assumed to be available to statutory county transportation commissions. In some instances, the county transportation commissions may believe they are better qualified and equipped to undertake the subregional studies proposed by the OWP Guidelines. Further, the county commissions are authorized to receive from 2% to 3% of the Local Transportation Funds for transportation planning within their counties, which they might augment with funds from SCAG for more complete work. It is also possible that existing SCAG recognized subregional organizations might seek funding from county commissions to augment funding from SCAG. It would be most desirable for the planning programs of SCAG, its recognized subregional organizations, and statutory county transportation commissions to be coordinated and aligned. The prospect of such alignment would be more likely if SCAG's OWP Guidelines enabled county commissions and the subregional organizations within their boundaries to negotiate agreements related to responsibility for the performance of work proposed by SCAG and allocation of funding through the OWP. With the exception of SANBAG, which is both the recognized subregional organization and the statutory county transportation commission for San Bernardino County, RTAC TAC members of other county transportation commissions have observed problems with respect to coordination and alignment of planning programs within their counties based upon SCAG's past practice of providing funding only to its subregional organizations. 000387 3560 University Avenue, Suite 100 • Riverside, California 92501 (909) 787-7141 • FAX (909) 787-7920 000044 Page 2 This recommendation would require SCAG's recognized subregional organizations and the county transportation commission in which geographic area such agencies are nested to resolve such problems of inadequate coordination. It would also provide the county commissions with potential access to SCAG's planning funds, an issue which representatives of the county transportation commissions appeared to commonly express during a recent meeting with Congressman Jay Kim regarding Metropolitan Planning Organization (MPO) designation options for consideration for Intermodal Surface Transportation Efficiency Act (ISTEA) reauthorization. Clarifying that SCAG could retain funds for its internal use which would otherwise be allocated for subregional planning in the event the subregional organizations and county transportation commissions fail to reach agreement would provide the necessary incentive to encourage timely negotiations and agreement regarding responsibilities and funding for transportation planning internal to the counties. • • • ATTACHMENT 2 MEMORANDUM TO: REGIONAL TRANSPORTATION AGENCIES COAL TION FROM: Louis F. Moret SCAG Chief Operating Officer / SUBJECT: DRAFT 97-98 SCAG OVERALL WORK PROGRAM GUIDELINES DATE: February 21, 1997 Attached for your review and comment are the draft Guidelines prepared for the development of SCAG's 1997-98 Overall Work Program. The Guidelines have been prepared in consultation with the subregions. The SCAG Administration Committee and Regional Council will review the Guidelines at their March 6`'' meeting. Following the March 6''' meeting, work will begin to prepare the Draft OWP. As previously noted, the Draft OWP will be completed by the end of April. The Draft will be provided to the RTAC for review at the April RTAC meeting. The Final OWP will be reviewed at the May meeting. t 000390 011391 SCAG 1997-98 OVERALL WORK PROGRAM GUIDELINES • • Introduction Based on the 97-98 OWP Priorities, the next step in developing the work program is to provide specific program guidelines. The. Program Guidelines include a description of the content of the major components of the proposed OWP. In addition, the Guidelines specify the role of SCAG and the subregions. The Guidelines indicate whether or not the work is required in order to receive funding. Finally, the Guidelines show the tentative budget amount for SCAG and subregions for each major product. The individual work element task descriptions and line item budgets will be developed based on the Guidelines. Budget and Funding Framework SCAG's Overall Work Program is funded by grants from the Federal Department of Transportation with "hard" match from State Transponation Development Act Planning funds and "soft" match in the form of subregional in -kind services. The Federal legislation funding transportation planning is the subject of reauthorization. Therefore, the amount of funding is uncertain. For the purposes of OWP preparation, it is assumed that funding for the planning program will be between $14 and 15 million, a little more than the amount as in 96-97. For your information, SCAG's annual operating budget is about $13 million at current staffing levels including $4 million for Rideshare Services. For budgetary purposes, an average "fully burdened", (i.e., salary, benefits and overhead), person is estimated at $110,000. 000391 2n5/97 1 Program Component Descriptions and Budgets (Regional Council Priority in Parentheses) A. Regional Transportation Plan Implementation (#2) Advancing the strategies in the Regional Transportation Plan through regional and subregional planning, workshops outreach and demonstration efforts. BUDGET SCAG Subregions ADVANCED TECHNOLOGIES SCAG • Develop a strategy to fully integrate Intelligent Transportation System into the regional planning process (includes Southern California Economic Partnership) • Work with subregions on wiring cities for telecommunications (includes SCEP) SUBREGIONS 90,000 40,000 • Apply Intelligent Transportation System Technology (ITS) 100,000 at Los Angeles International Airport (LAX) (LA City, $75, 000; South Bay, $25, 000) • Further develop ITS technology (discretionary) 30,000 • Develop telecommunication wiring and linkage for local 30,000 governments (discretionary) AIR QUALITY SCAG • Evaluate the Regional Transportation Plan and new air 100,000 quality standards • Prepare an MOU with the South Coast Air Quality 50,000 Management District for the year 2000 AQMP and begin preliminary work on the AQMP • Develop a refined Clean Communities Program 25,000 Implementation Strategy SUBREGIONS • Prepare briefing papers on air quality issues to be shared with other subregions and SCAG (LA City $50, 000; Orange County COG, $50, 000; Western Riverside COG, $50, 000) 150,00Q 2/25/97 2 000392 AVIATION -GROUND ACCESS SCAG • Develop air passenger and air cargo vehicle miles traveled evaluation and ground access factors SUBREGIONS BUDGET SCAG Subregions 50,000 • Long Beach Airport ground access study (Gateway Cities) 50,000 • Extend Ontario access study to address area transportation 100,000 issues (SANBAG) • Examine impacts of LAX ground access on Westside 25,000 Cities (Westside Cities, $25, 000) ENVIRONMENTAL/TRANSPORTATION FINANCE • Continue outreach to local governments for Clean Cities Program TRANSPORTATION FINANCE 75,000 • Refine the Regional Transportation Plan cost and revenue 260,000 models and prepare a transportation revenue handbook for subregions • Evaluate alternative gas tax strategies (such as indexing) 75,000 for inclusion in the next Regional Transportation Plan • Refine the innovative pricing strategy contained in the 120,000 1997 Regional Transportation Plan FREIGHT SCAG • Continue planning analysis of freight movement working closely with the subregions • Apply alternative fuels strategy to freight corridor, including the Southwest Passage SUBREGIONS 200,000 100,000 • Identify major freight bottlenecks and needs 655,000 r Arroyo Verdugo 40,000 CVAG 20,000 Gateway Cities 75,000 IVAG 20,000 L A City 100,000 Malibu -Las Virgenes 10,000 North Los Angeles County 10,000 2/25/97 • • 3 • • Orange County COG 75,000 San Gabriel Valley COG 75,000 SANBAG 75,000 South Bay COG 35,000 VCOG 50,000 Western Riverside COG 50,000 Westside Cities 20,000 GROWTH IMPACTS • Evaluate the impacts of the Regional Transportation Plan on urban form • Develop growth scenarios for the post-2020 time horizon LIVABLE COMMUNITIES SCAG BUDGET SCAG Subregion 100,000 100,000 • Continue to refine analysis of impacts of Livable Communities 150,000 on the transportation system SUBREGIONS • Develop implementation tools in the form of model general plan amendments and ordinances. Develop grass roots understanding and involvement in livable communities implementation (Arroyo Verdugo, $20, 000; San Gabriel Valley COG, $40, 000; VCOG, $40, 000; Westside Cities, $20, 000; LA City, $75, 000; Orange County COG, $75, 000) MAJOR TRANSPORTATION INVESTMENT STUDIES SCAG • Identify candidate truck route segments, select corridor, and 200,000 initiate Major Investment study • In association with Caltrans, LACMTA, and the subregions, 50,000 conduct necessary implementation work on eastern and western extension of Green Line • In association with Caltrans , LACMTA, and the subregion, 50,000 conduct necessary work on the Blueline extension OUTREACH ON TRANSPORTATION PLANNING SCAG • Conduct outreach program for planning activities including 200,000 workshops, videos, citizen forums 270,000 6 00039# 2/25/97 4 SUBREGIONS BUDGET SCAG Subregion • Subregional outreach on the RTP 205,000 Arroyo Verdugo 5,000 CVAG 5,000 Gateway Cities 15,000 IVAG 5,000 LA City 20,000 LA County 5,000 Malibu -Las Virgenes 5,000 North Los Angeles County 15,000 Orange County COG 20,000 San Gabriel Valley COG 20,000 SANBAG 20,000 South Bay 20,000 VCOG 20,000 Western Riverside COG 20,000 Westside Cities 10,000 RAIL TRANSPORTATION SCAG • Refine commuter rail service recommendations in the 150,000 Regional Transportation Plan in coordination with the Southern California Regional Rail Authority • Refine rail systems analysis and coordinate with adjacent 300,000 regions and the State • In consultation with implementing agencies conduct detailed 110,000 planning for commuter rail stations and access'. SUBREGIONS • Prepare a study for the feasibility of high-speed rail service along the corridors identified in the Regional Transportation Plan (North Los Angeles County, $50,000; SANBAG, $75,000; Western Riverside COG, $50,000) 1997 RTP FINALIZATION SCAG • Finalize the Regional Transportation Plan document 125,000 • Distribute and present Regional Transportation Plan 250,000 to local governments and community groups • Conduct surveys to assess public opinions on transportation 200,000 issues and solutions and commuter behavior 175,000 a • • • 2/25/97 5 000395 • • • SMART SHUTTLE TRANSIT SCAG BUDGET SCAG Subregion • Prepare the business plan for smart shuttle implementation 240,000 • Prepare more detailed implementation program and coordinate 75,000 subregional work for smart shuttles • Further enhance the regional transportation model to address 100,000 smart shuttle demand and mode split SUBREGIONS • Develop bus deployment plans to be implemented once smart 150,000 shuttles are introduced (LA City, $75, 000; Orange County COG, $50, 000; VCOG, $25, 000) • • Prepare smart shuttle deployment plans in selected centers 275,000 (LA City, $125, 000; Orange County COG, $100, 000; VCOG, $50, 000) • Prepare plans to involve private sector in smart shuttle 30,000 (discretionary) STREETS/HIGHWAYS SCAG • Working with subregions, prepare detailed arterial assessment 200,000 • Conduct a feasibility study of HOT lanes in the region 310,000 • Evaluate access needs for recreational areas 150,000 • Identify and map indian rural roads 25,000 SUBREGIONS • Assist in Intercounty coordination of transportation improvement 130,000 planning along specific corridors: Four Corners and I-5 (discretionary) • Prepare a detailed assessment of arterial and freight 220,000 roadway needs at the local level (Gateway Cities, $75, 000; Malibu -Las Virgenes $20, 000; .San Gabriel Valley COG, $75, 000; South Bay, $50, 000) • Evaluate access needs for recreation areas (CVAG, $50, 000; 200,000 LA County, $100, 000; Orange County COG $50, 000) • Examine cross border traffic impacts (NAG, $35, 000) 35,000 2/25/97 6 000396 TRANSIT SUBREGIONS • Refine analysis on transit system (CVAG, $25, 000; San Gabriel Valley COG, $75, 000; Western Riverside COG, $50,000; Westside Cities, $50, 000) • TRANSPORTATION SYSTEM EQUITY • Evaluate the equity of transportation investments and the transit dependent aspects of transportation equity • Conduct a study to assess the needs of the transit dependent population TRANSPORTATION PERFORMANCE BUDGET SCAG Subregion 250,000 50,000 • Continue regional work to refine and further develop 100,000 performance benchmarks B. Financial Chapter Implementation (#4) 200,000 Involves working with local, subregional, state and federal levels as well as the private sector to develop realistic action plans to pay for the maintenance and further development of the region's transportation system. • Comparison of costs and benefits of implementing the Regional 51,000 Comprehensive Plan and and Regional Transportation Plan • Recommendations for reform of California state/local 51,000 transportation fiscal systems • Transportation/Economic assessment for policy recommendations 34,000 • Transportation assessment of regional economic strategies 34,000 C. Application of Tiered Environmental Impact Report (EIR) (#6) Provides for subregions and local agencies to use by reference applicable portions of the Regional Transportation Plan Environmental Impact Report in preparing EIRS on specific proposed projects. Will reduce work required on EIRs thereby saving time and money. • Final Environmental Impact Report (EIR) for the 1997 RTP 126,000 • Application of EIR tiering procedure, providing for phasing of 126,000 project level EIRS • Recommendation for procedural and regulatory changes providing 72,000 for the EIR tiering and expansion of the NEPA/404 MOU on wetlands to other areas such as endangered species • Monitoring of mitigation measures 36,000 • • • 000397 2/25/97 7 • D. Application of Revised Regional Model (#8) BUDGET SCAG Subregion Focuses on applying improved modeling capability to look at city, subregional and regional transportation projects. Provide model runs and modeling reports for the Regional Transportation Plan (RTP), Regional Transportation Improvement Program (RTIP), and Conformity Analysis. Expand the modeling area to the entire region and provide technical support to cities and subregions. • Modeling and reports for the RTP 200,000 • Modeling and reports for the RTIP 220,000 • Air Quality conformity analysis for RTP and RTIP 110,000 • Expansion of the regional model to encompass all air quality 155,000 non -attainment areas • Modeling support and coordination for cities and subregions 260,000 E. RTIP Conformity Analysis (#1) Involves preparation of the 1997-2004 Regional Transportation Improvement Program, plus required consistency review of the Regional Transportation Improvement Program with the Regional Air Quality and Regional Transportation Improvement Plan. • FY 1998/99 - 2004/05 Regional Transportation 199,000 Improvement Plan (RTIP) update • RTIP Database development/updating 161,500 • State Transportation Improvement Plan (STIP) Review and 133,000 Coordination • RTIP Quarterly Amendments _ 180,000 • Regional Transportation Plan and (RTP) and RTIP 180,000 Conformity Reports • Transit operators transit element conformity updates 28,500 review and approval • Processing Federal Transit Administration Urbanized 38,000 Formula Program of Projects F. Regional Plan Monitoring (#7) Involves evaluating the extent of implementation of regional policies and strategies. Also, provides for feedback on the effectiveness of regional plan policies in whether they accomplished their stated goals. • Comments on regionally significant plans and projects 153,000 • Inter Governmental Review (IGR) Clearinghouse listing and Data 102,000 Base • Computerized IGR/Geographic Information System (GIS) link 34,000 • Review of subregional IGR certification proposals 51,000 • Annual Highway Performance Monitoring System (HPMS) 70,000 survey, automated collection and reporting • Annual Vehicle Miles Traveled (VMT) reports prepared 65,000 and transmitted • Air Quality Management Plan (AQMP) reasonable further 75,000 progress reports on emission reduction 000393 2/25/97 8 BUDGET SCAG Subregion • Congestion Management Program/Congestion Management 40,000 System reporting SUBREGIONAL Products: • HPMS Reporting 100,000 Arroyo Verdugo 2,300 CVAG 5,300 Gateway Cities 5,500 IVAG 2,300 LA City 12,000 LA County 8,000 Malibu -Las Virgenes 2,300 North Los Angeles County 3,300 Orange County COG 15,000 Sari Gabriel Valley COG 5,000 SANBAG 15,000 South Bay 4,000 VCOG 9,800 Western Riverside COG 7,500 Westside Cities 2,500 • Monitor truck vehicle miles traveled (discretionary) - 100,000 G. Update of Regional Data Base (#3) Further enhances the usefulness, breadth and depth of data of the information sharing program established this year under the ACCESS Project. • Update of current estimates (base year for future modeling) of 188,000 socioeconomic variables • Forecast of additional socio-economic variables for updated 188,000 transportation model • Monitoring and assessment of socio-economic data 94,000 development assumptions • Update of the regional existing land use data 87,000 • Update of the regional employment data 230,000 • Update of the Franchise Tax Board Study for income and 149,000 household size data • Distribution of date and additionally acquired Geographic 80,000 Information System (GIS) data sets • Application of GIS to RTP and implementation studies 344,000 • Maintenance of GIS data base 57,000 • Provide training for city staff who are new to the ACCESS • Project. Provide training on new 25,000 or expanded GIS applications and on the use of the Internet as a communication and data sharing tool t • • • 2/25/97 9 000399 • • • • Improve software GIS tools to add applications desired by city staff. Improve Internet tools tools to assist local jurisdictions SUBREGIONAL Products: Updates of data on general plan Arroyo Verdugo CVAG Gateway Cities IVAG LA City LA County Malibu -Las Virgenes North Los Angeles County Orange County COG San Gabriel Valley COG SANBAG South Bay VCOG Western Riverside COG Westside Cities and employment 10,000 13,000 35,000 10,000 25,000 25,000 7,000 12,000 45,000 35,000 40,000 20,000 15,000 25,000 7,000 • One demonstration project for input of RTIP projects at the jurisdictional level in GIS format, and delivery through ACCESS (discretionary) • One demonstration Project for the collection of building permit data at the jurisdictional level, for delivery through ACCESS (discretionary) H. Model Improvements (#5) SCAG BUDGET SCAG Subregion 100,000 324,000 30,000 30,000 Add specific modeling capability to the regional model for use by local, subregional and regional planning agencies. Involves integrating the transportation models used by various agencies to establish a —coherent consistent system. • Update of regional socio-economic models and modeling input • Small area forecast modeling and methodology update • Refine methodology for detailed subregional socio-economic forecasts • Unified transportation network database on digital street map for regional and subregional transportation models using conflation tools • Development of a transportation model based on trip chaining sequential trips analysis 95,000 209,000 76,000 120,000 100,000 s 225/97 10 00040'a BUDGET SCAG Subregion • Strategy and computer programs to run the Regional 90,000 Model on personal computers • Application of a heavy duty truck model 90,000 • Implementation of mode choice models for non -work 70,000 trip purposes • Refined regional model capable of forecast traffic to 200,000 the arterial level • Modeling tools for use by cities and subregions to 100,000 implement the refined regional model in the analysis of • Development of a transportation model to forecast 110,000 weekend traffic and emissions (2 year program) • Continue model update and validation using most 130,000 current survey data SUBREGIONS • • Study trip making characteristics of special generators (such as tourism) of inclusion into the Regional Model (CVAG) • Update the Regional Model in the area of transportation network data, zonal socioeconomic data, and the existing transportation condition (Gateway Cities, $10, 000; San Gabriel Valley COG , $15, 000, South Bay, $25, 000; VCOG, $75, 000) • Assist SCAG in refining the Regional Model to the local arterial level (Gateway Cities, $30, 000; San Gabriel Valley COG, $35, 000; South Bay, $35, 000) I. Strategy and Schedule for Regional Transportation Plan Revision (#9) SCAG 65,000 105,000 100,000 Based on feedback on 1997 Regional Transportation Plan,, initiation planning necessary to prepare the required revision of the RTP in 1999. • Develop work program for the next required RTP revision 75,000 J. Alternative Dispute Resolution Projects (#10) Provides for SCAG assistance when requested to help resolve interjurisdictional planning conflicts. SUBREGIONS ti • Address specific issues as they arise from the SUBREGIONS 100,000 (To Be Determined) 00040.1 225/97 11 • • Fga 241997 tY, Southern California Association of Governments FY 1997-98 Program Component Descriptions and Budgets Direct Discretionary Program Component Description Subregion Allocation Allocation SCAG Total A. Regional Transportation Plan Implementation (Required) RC Priority #2 4,670,000 4,670,000 ITS Technology at LAX LA City 75,000 100,000 South Bay 25,000 Further Develop ITS Technology TBD 30,000 30,000 Telecom Wiring and Linkages for Local Gov Teo 30,000 30,000 Air Quality Briefing Papers LA City 50,000 150,000 Orange County COG 50,000 Western Riverside COG 50,000 Ground Access Study Gateway Cities 50,000 75,000 Westside Cities 25,000 Ontario Access Study SANBAG 100,000 100,000 Freight Bottlenecks and Needs Arroyo verdugo 40,000 655,000 CVAG 20,000 Gateway Cities 75,000 IVAG 20,000 LA City 100,000 Malibu -Las Virgenes 10,000 North Los Angeles County 10,000 Orange County COG 75,000 San Gabriel Valley COG 75,000 SANBAG 75,000 South Bay 35,000 VCOG 50,000 Western Riverside COG 50,000 Westside Cities 20,000 Liveable Communities Implementation Arroyo verdugo 20,000 270,000 LA City 75,000 Orange County COG 75,000 San Gabriel Valley COG 40,000 VCOG 40,000 Westside Cities 20,000 C Subregional RTP Outreach Arroyo Verdugo 5,000 205,000 O a CVAG 5,000 bCa. 97-98 OWP Development Gateway Cities 15,000 Page 12 Sheet 1(7) February 24, 1997 Southern California Association of Governments FY 1997-98 Program Component Descriptions and Budgets Program Component Description High Speed Rail in RTP identified Corridors Bus Redeployment Pans Smart Shuttle Deployment Plans Plan to involve Private Sector in Smart Shuttle lntercounty Coordination (Four Corners & I-5) Assessment of Arterial Roadway Needs Access Needs for Recreation Areas Cross Border Transportation Impacts O Co O 97-98 OWP Development Subregion IVAG LA City LA County Malibu -Las Virgenes North Los Angeles County Orange County COG San Gabriel Valley COG SANBAG South Bay VCOG Western Riverside COG Westside Cities North Los Angeles County SANBAG Western Riverside COG LA City Orange County COG VCOG LA City Orange County COG VCOG TBD TBD Gateway Cities Malibu -Las Virgenes San Gabriel Valley COG South Bay LA County CVAG Orange County COG IVAG Direct Discretionary Allocation Allocation 5,000 20,000 5,000 5,000 15,000 20,000 20,000 20,000 20,000 20,000 20,000 10,000 50,000 75,000 50,000 75,000 50,000 25,000 125,000 100,000 50,000 75,000 20,000 75,000 50,000 100,000 50,000 50,000 35,000 30,000 130,000 SCAG Total 175,000 150,000 275,000 30,000 130,000 220,000 200,000 35,000 W • aret 1(7) • Februar y 24, 1997 Program Component Description Analysis on Transit System Southern California Association of Governments FY 1997-98 Program Component Descriptions and Budgets Direct Discretionary Subregion Allocation Allocation SCAG Total CVAG 25,000 200,000 San Gabriel Valley COG 75,000 Western Riverside COG 50,000 Westside Cities 50,000 Subtotal (A) 2,810,000 220,000 4,670,000 7,700,000 B. Financial Chapter Implementation (Not Required) - RC Priority #4 170,000 170,000 Subregions None C. Application for Tiered EIR (Required) - RC Priority #6 360,000 360,000 Subregions None D. Application of Revised Model (Required) - RC Priority #8 945,000 945,000 Subregions Nona E. RTIP Conformity Analysis (Required) - RC Priority #1 920,000 920,000 Subregions None ' F. Regional Plan Monitoring (Required) - RC Priority #7 590,000 590,000 HPMS Reporting Arroyo Verdugo 2,500 100,000 97-98 OWP Development CVAG 5,300 Gateway Cities 5,500 IVAG 2,300 LA City 12,000 LA County 8,000 Malibu -Las Virgenes 2,300 North Los Angeles County 3,300 Orange County COG 15,000 San Gabriel Valley COG 5,000 SANBAG 15,000 South Bay 4,000 VCOG 9,800 Page 14 Sheet 1(7) Program Component Description Truck VMT Monitoring February 24, 1997 Southern California Association of Governments FY 1997-98 Program Component Descriptions and Budgets Direct Discretionary Subregion Allocation Allocation SCAG Total Western Riverside COG 7,500 Westside Cities 2,500 TBD 100,000 100,000 Subtotal (F) 100,000 100,000 590,000 790,000 G. Update of Regional Data Base (Required) - RC Priority #3 1,542,000 1,542,000 Update Data on General Plans & Employment Arroyo Verdugo 10,000 324,000 CVAG 13,000 Gateway Cities 35,000 IVAG 10,000 LA City 25,000 LA County 25,000 Malibu -Las Virgenes 7,000 North Los Angeles County 12,000 Orange County COG 45,000 San Gabriel Valley COG 35,000 SANBAG 40,000 South Bay 20,000 VCOG 15,000 Western Riverside COG 25,000 Westside Cities 7,000 Demonstration Project for Input of RTIP TBD 30,000 30,000 Demonstration Project for Collection of Building Permit Data TBD 30,000 30,000 Subtotal (G) 324,000 60,000 1,542,000 1,926,000 O O O r41. 97198 OWP Development •Li 1115 illeet 1(7) Febrr ary 24, 1997 i Southern California Association of Governments FY 1997-98 Program Component Descriptions and Budgets Program Component Description H. Model Improvements (Required) - RC Priority #5 Trip Making Characteristics for Regional Model Regional Model Update Local Arterial Level Model Refinement Subtotal I. Strategy and Schedule for RTP Revision -RC Priority #9 Subregions J. Alternative Dispute Resolution - RC Priority #10 Subregions Total (SCAG 8 Subregions) O O O97-98 OWP Development O Subregion CVAG Gateway Cities San Gabriel Valley COG South Bay VCOG Gateway Cities San Gabriel Valley COG South Bay None TBD None Direct Discretionary Allocation Allocation 65,000 10,000 15,000 15,000 65,000 30,000 35,000 35,000 • SCAG Total 1,390,000 1,390,000 65,000 105,000 100,000 270,000 1,390,000 1,660,000 3,504,000 75,000 75,000 100,000 100,000 480,000 10,662,000 14,646,000 Page 16 Sheet 1(7) February 24, 1997 Southern California Association of Governments FY 1997-98 Program Component Description and Budgets Sorted by Subregion Direct Discretionary Program Component Description Subregion Allocation Allocation SCAG Total Freight Bottlenecks and Needs Arroyo Verdugo 40,000 77,500 Liveable Communities Implementation Arroyo Verdugo 20,000 Subregional RTP Outreach Arroyo Verdugo 5,000 HPMS Reporting Arroyo Verdugo 2,500 Update Data on General Plans & Employment Arroyo Verdugo 10,000 Subtotal 77,500 Freight Bottlenecks and Needs CVAG 20,000 Subregional RTP Outreach CVAG 5,000 Access Needs for Recreation Areas CVAG 50,000 Analysis on Transit System CVAG 25,000 HPMS Reporting CVAG 5,300 Update Data on General Plans & Employment CVAG 13,000 Trip Making Characteristics for Regional Model CVAG 65,000 Subtotal 183,300 Ground Access Study Gateway Cities 50,000 Freight Bottlenecks and Needs Gateway Cities 75,000 Subregional RTP Outreach Gateway Cities 15,000 Assessment of Arterial Roadway Needs Gateway Cities 75,000 HPMS Reporting Gateway Cities 5,500 Update Data on General Plans & Employment Gateway Cities 35,000 Regional Model Update Gateway cities 10,000 Local Arterial Level Model Refinement Gateway Cities 30,000 Subtotal 295,500 Freight Bottlenecks and Needs IVAG 20,000 Cross Border Transportation Impacts IVAG 35,000 Subregional RTP Outreach IVAG 5,000 O .. O O '1F 97-98 OWP Development • 183,300 255,500 72,300 Pa a 17 4beet 1(6) O aii CP Fed} ty 24, 1997 Southern California a ssoclation of Governments FY 1997-98 Program Component Description and Budgets Sorted by Subregion Direct Discretionary Program Component Description Subregion Allocation Allocation SCAG Total HPMS Reporting IVAG 2,300 Update Data on General Plans & Employment IVAG 10,000 Subtotal 72,300 Air Quality Briefing Papers ITS Technology at LAX Freight Bottlenecks and Needs Liveable Communities Implementation Subregional RTP Outreach Bus Redeployment Plans Smart Shuttle Deployment Plans HPMS Reporting Update Data on General Plans & Employment Subtotal LA City LA City LA City LA City LA City LA City LA City LA City LA City 50,000 75,000 100,000 75,000 20,000 75,000 125,000 12,000 25,000 557,000 Subregional RTP Outreach LA County 5,000 Access Needs for Recreation LA County 100,000 HPMS Reporting LA County 8,000 Update Data on General Plans & Employment LA County 25,000 Subtotal 138,000 Freight Bottlenecks and Needs Malibu -Las Virgenes 10,000 Subregional RTP Outreach Malibu -Las Virgenes 5,000 Assessment of Arterial Roadway Needs Malibu -Las Virgenes 20,000 HPMS Reporting Malibu -Las Virgenes 2,300 Update Data on General Plans & Employment Malibu -Las Virgenes 7,000 Subtotal Freight Bottlenecks and Needs High Speed Rail in RTP identified Corridors Subregional RTP Outrebch HPMS Reporting Update Data on General Plans & Employment 97-98 OWP Development North Los Angeles County North Los Angeles County North Los Angeles County North Los Angeles County North Los Angeles County 44,300 10,000 50,000 15,000 3,300 12,000 557,000 44,300 90,300 Page 18 Sheet 1(6) February 24, 1997 Program Component Description Subtotal Southern California Association of Governments FY 1997-98 Program Component Description and Budgets Sorted by Subregion Direct Subregion Allocation 90,300 Air Quality Briefing Papers Freight Bottlenecks and Needs Liveable Communities Implementation Subregional RTP Outreach Bus Redeployment Plans Smart Shuttle Deployment Plans Access Needs for Recreation Areas HPMS Reporting Update Data on General Plans & Employment Subtotal Freight Bottlenecks and Needs Liveable Communities Implementation Subregional RTP Outreach Assessment of Arterial Roadway Needs Analysis on Transit System HPMS Reporting Update Data on General Plans & Employment Regional Model Update Local Arterial Level Model Refinement Subtotal Ontario Access Study Freight Bottlenecks and Needs High Speed Rail in RTP identified Corridors Subregional RTP Outreach HPMS Reporting Update Data on General Plans & Employment Subtotal O CD C) ITS Technology at LALiveable Communities Implementation � 97-98 OWP Development C9 • Orange County COG Orange County COG Orange County COG Orange County COG Orange County COG Orange County COG Orange County COG Orange County COG Orange County COG San Gabriel Valley COG San Gabriel Valley COG San Gabriel Valley COG San Gabriel Valley COG San Gabriel Valley COG San Gabriel Valley COG San Gabriel Valley COG San Gabriel Valley COG San Gabriel Valley COG SANBAG SANBAG SANBAG SANBAG SANBAG SANBAG South Bay F4119 50,000 75,000 75,000 20,000 50,000 100,000 50,000 15,000 45,000 480,000 75,000 40,000 20,000 75,000 75,000 5,000 35,000 15,000 35,000 375,000 100,000 75,000 75,000 20,000 15,000 40,000 325,000 25,000 Discretionary Allocation SCAG Total 480,000 375,000 325,000 204,000 illret 1(6) • February 24 1997 Southern California Association of Governments . FY 1997-98 Program Component Description and Budgets Sorted by Subregion Direct Discretionary Program Component Description Subregion Allocation Allocation SCAG Total Freight Bottlenecks and Needs South Bay 35,000 Subregional RTP Outreach South Bay 20,000 Assessment of Arterial Roadway Needs South Bay 50,000 HPMS Reporting South Bay 4,000 Update Data on General Plans & Employment South Bay 20,000 Regional Model Update South Bay 15,000 Local Arterial Level Model Refinement South Bay 35,000 Subtotal 204,000 Further Develop ITS Technology TBD 30,000 Telecom Wiring and Linkages for Local Gov TBD 30,000 Plan to involve Private Sector in Smart Shuttle TBD 30,000 Demonstration Project for Input of RTIP TBD 30,000 Demonstration Project for Collection of Building Permit Data TBD 30,000 Intercounty Coordination (Four Corners & 1-5) TBD 130,000 Altemative Dispute Resolution TBD 100,000 Truck VMT Monitoring TBD 100,000 Subtotal Freight Bottlenecks and Needs vdoG 50,000 Liveable Communities Implementation VCOG 40,000 Subregional RTP Outreach VCOG 20,000 Bus Redeployment Plans vcoG 25,000 Smart Shuttle Deployment Plans VCOG 50,000 HPMS Reporting VCOG 9,800 Update Data on General Plans & Employment VCOG 15,000 Regional Model Update vcoG 65,000 Subtotal 274,800 O Air Quality Briefing Papers Western Riverside COG 50,000 O Freight Bottlenecks and Needs Western Riverside COG 50,000 (2) High Speed Rail in RTP identified Corridors Western Riverside COG 50,000 ri:h. Subregional RTP Outreach Western Riverside COG 20,000 W 97-98 OWP Development 480,000 274,800 252,500 Page 20 Sheet 1(6) February 24, 1997 Southern California Association of Governments FY 1997-98 Program Component Description and Budgets Sorted by Subregion Direct Discretionary Program Component Description Subregion Allocation Allocation SCAG Total Analysis on Transit System Western Riverside COG 50,000 HPMS Reporting Update Data on General Plans & Employment Subtotal Ground Access Study Freight Bottlenecks and Needs Liveable Communities Implementation Subregional RTP Outreach Analysis on Transit System HPMS Reporting Update Data on General Plans & Employment Subtotal Total (All Subregions) G C� G 6A. 1-4 97-98 OWP Development i..� Western Riverside COG 7,500 Western Riverside COG 25,000 Westside Cities Westside Cities Westside Cities Westside Cities Westside Cities Westside Cities Westside Cities 252,500 25,000 20,000 20,000 10,000 50,000 2,500 7,000 134,500 109,500 3,504,000 480,000 3,984,000 IF 21 glieet 1(6) • February 24, 1997 Program Component Description Southern California Association of Governments FY 1997-98 Program Component Descriptions and Budgets Sorted by Order of Regional Council (RC) Priority t" .+ Rzfl O d Subregional Direct Discretionary % of Allocation Allocation SCAG Total Total E. RTIP Conformity Analysis (Required) - RC Priority #1 920,000 920,000 6.28% A. Regional Transportation Plan Implementation (Required) RC Priority #2 2,810,000 220,000 4,670,000 7,700,000 52.57% G. Update of Regional Data Base (Required) - RC Priority #3 324,000 60,000 1,542,000 1,926,000 13.15% B. Financial Chapter Implementation (Not Required) - RC Priority #4 170,000 170,000 1.16% H. Model Improvements (Required) - RC Priority #5 270,000 1,390,000 1,660,000 11.33% C. Application for Tiered EIR (Required) - RC Priority #6 360,000 360,000 2.46% F. Regional Plan Monitoring (Required) - RC Priority #7 100,000 100,000 590,000 790,000 5.39% D. Application of Revised Model (Required) - RC Priority #8 945,000 945,000 6.45% I. Strategy and Schedule for RTP Revision - RC Priority #9 75,000 75,000 0.51% J. Alternative Dispute Resolution - RC Priority #10 100,000 100,000 0.68% Total (SCAG & Subregions) 3,504,000 480,000 10,662,000 14,646,000 100.00% 97-98 OWP Development • Pa t .1(8) • • SUMMARY OF 1997-98 WORK PROGRAM RIDESHARE SERVICES BUDGET 9850.1 - Ridematching (Regional Database) $1,136,300 Produce and disseminate 400,000 RideGuides to commuters in Los Angeles, Orange, Riverside, San Bernardino, Ventura, and Imperial Counties. Provide programming support to maintain RideGuide and report production process. 9851.1 - Database Management $1,028,200 Maintain the rideshare database software and monitor system performance. Ensure quality control and security of data and products. Provide technical support and training to staff and employers with access to rideshare information services. 9852.1 - Telephone Customer Information $584,000 Provide personalized commute information/option services to 1-800 COMMUTE callers; provide rideshare information to callers requesting information through the Internet. Produce and distribute RideGuides and place callers into rideshare arrangements. 9854.1 - Vanpool and Buspool Tracking and Placement Services $165,000 Maintain a quality database of commuter vanpool and buspoot routes, schedules, and contacts in the development of vanpool programs throughout the region. Assist employers with access to on-line vanpool tracking services in maintaining the accuracy and timeliness of data. 9855.1 - Collection, Analysis and Dissemination of Information $711,500 Conduct market research to determine effectiveness in service delivery and products and services offered. Provide data and information on various commute -related issues including commute statistics, regulations, transportation programs, demonstration projects and TDM performance. 9856.1 - Rideshare Program Management and Administration $388,500 Provide direction for Rideshare Department for development and coordination of the work program. Coordinate Rideshare Program with the activities of other TDM providers, public and private, throughout the region. SOURCE OF FUNDING: Federal TSM $3,788,500 FY '97 Carryover (state highway account funds) 200,000 Fees 25 000 $4,013,500 000413 ATTACHMENT 3 034824 RIVEBSIDE COUNTY TRANSPORTATION COMMISSION April 16, 1997 Patricia A. Larson, Executive Director Coachella Valley Association of Governments 73-710 Fred Waring Drive, #200 Palm Desert, CA 92260 Subject: FY 1997-98 SCAG Overall Work Program Guidelines; Coordination of Activities with RCTC Dear Corky, I have expressed concerns that SCAG's Overall Work Program Guidelines, which earmark funding for its recognized subregional organizations, do not sufficiently set forth a process for coordinating with statutory county transportation commissions. The Regional Transportation Agencies' Coalition (composed of county transportation commissions, Caltrans, SCAG, and air districts within the SCAG region) have proposed revision to the "Guidelines" to require coordination of activities assigned to subregional agencies with the affected county transportation commissions, but feedback from SCAG management is that any revision to procedures may not be possibly for FY 1997-98. If so, that means that required coordination for the upcoming year must occur independent of SCAG. SCAG usually requires a 20% match for funds it allocates to subregional organizations. Unless CVAG intends to meet the matching requirement with in -land support by your local member agencies or member dues, the most likely source of matching funds would be Local Transportation Funds (LTF) - Planning which are programmed at the discretion of RCTC. If you anticipate that LTF Planning funds are to be used, it is imperative that coordination occurs. In my judgement, the following proposed work activities which SCAG proposes for CVAG are clearly within the domain of RCTC and the funding should be made available to us: 1. Analysis of Transit System (S25,000) AB 1246 (Ingals; Statutes of 1976) clearly vests this responsibility with RCTC. The RCTC/CVAG Agreement executed on June 26, 1989 states that "...the Commission, in cooperation with the public transit operators, will develop and approve specific transit programs and plans." We have a process in place to coordinate annual updates of the Short -Ranee Transit Plan with the affected operators, including the SunLine Transit Agency. 3560 University Avenue, Suite 100 • Riverside, California 92501 (909) 787-7141 • FAX (909) 787-7920 000414 Patricia A. Larson, Executive Director April 16, 1997 Page 2 The following proposed work activities which SCAG proposes for CVAG overlap RCTC's planning activities and should be subject to negotiations regarding responsibilities: 1. Identify major freight bottlenecks and needs ($20,000) RCTC has been active in goods movement considerations for the I-215 corridor in relation to identified Measure A projects and we are currently analyzing improvements required for the San Jacinto rail line to improve its viability for freight operations. We have also been involved with Caltrans concerning goods movement requirements related to the border crossing at Calexico. 2. HPMS Reporting ($5,300) RCTC is the designated Congestion Management Agency for Riverside County. Changes which RCTC proposes to revise the Congestion Management Program to more closely align with the Federal Congestion Management System requirements will necessitate more involvement by RCTC to coordinate the collection of system use and conditions data to support programming of Federal Surface Transportation program and Congestion Mitigation/Air Quality program funds. I will contact you to set a meeting to follow up on this letter to seek coordination and alignment of our respective transportation planning responsibilities. I suggest that we should reach agreement at the staff level before you proceed with applying to SCAG for funds earmarked for C VAG. Sincerely, cc: Reagan, Executive Director erside County Transportation Commission Mark Pisano, SCAG r • • 000415 034823 � RIVERSIDE COUNTY TRANSPORT ATION COMMISSION April 16, 1997 A.J. Wilson, Executive Director Western Riverside Council of Governments 3880 Lemon Street, Suite 300 Riverside, CA 92501 Subject: FY 1997-98 SCAG Overall Work Program Guidelines; Coordination of Activities with RCTC Dear A.J., I have expressed concerns that SCAG's Overall Work Program Guidelines, which earmark funding for its recognized subregional organizations, do not sufficiently set forth a process for coordinating with statutory county transportation commissions. The Regional Transportation Agencies' Coalition (composed of county transportation commissions, Caltrans, SCAG, and air districts within the SCAG region) have proposed revision to the "Guidelines" to require coordination of activities assigned to subregional agencies with the affected county transportation commissions, but feedback from SCAG management is that any revision to procedures may not be possible for FY 1997-98. If so, that means that required coordination for the upcoming year must occur independent of SCAG. SCAG usually requires a 20% match for funds it allocates to subregional organizations. Unless WRCOG intends to meet the matching requirement with in -kind support by your local member agencies or member dues, the most likely source of matching funds would be Local Transportation Funds (LTF) - Planning which are programmed at the discretion of RCTC. If you anticipate that LTF Planning funds are to be used, it is imperative that coordination occurs. In my judgement, the following proposed work activities which SCAG proposes for WRCOG are clearly within the domain of RCTC and the funding should be made available to us: 1. Pre. aration . f a stud for the feasibili of hi identified in the Regional Transportation Plan ($50,000)d rail service alon the corridors RCTC is the rail authority for Western Riverside County by virtue of voter approved Measure A. In relation to our prior negotiations with Santa Fe to acquire rights -of -way and passenger rail use easements we have already performed high-speed rail feasibility analysis for the Route 91 corridor. 3560 University Avenue, Suite 100 • Riverside, California 92501 (909) 787-7141 • FAX (909) 787-7920 000416 A.J. Wilson, Executive Director April 16, 1997 Page 2 RCTC and SANBAG recently executed an agreementto jointly study potential alignment of an Inland Empire route proposed by the California Super -Speed Rail Commission, and we have retained a consultant to perform work. If the I-15 corridor is selected, it is likely that only one Riverside County stop will occur in Temecula, with the other Inland Empire stop at the Ontario Airport. If the I-215 corridor is selected, another stop may be possible in the Riverside area. The number of directly affected local agencies is so limited that there is no pressing need to subject this study to the WRCOG process with more members on the Board. To ease the.administrative burden, it would be acceptable to assign the $50,000 earmarked for WRCOG to SANBAG for support of our joint study effort. 2. Analysis of Transit System ($50,000) AB 1246 (Ingals; Statutes of 1976) clearly vests this responsibility with RCTC. We have a process in place to coordinate annual updates of the Short -Range Transit Plan with the affected operators, including the Riverside Transit Agency (RTA). RTA is now in the process of completing its Comprehensive Operations Analysis study, which will serve as the basis for route and system restructuring. The following proposed work activities which SCAG proposes for WRCOG overlap RCTC's planning activities and should be subject to negotiations regarding responsibilities: 1. Identify major freight bottlenecks and needs ($50,000) RCTC has been active in goods movement considerations for the I-215 corridor in relation to identified Measure A projects and we are currently analyzing improvements required for the San Jacinto rail line to improve its viability for freight operations. 2. HPMS Reporting ($7,500) RCTC is the designated Congestion Management Agency for Riverside County. Changes which RCTC proposes to revise the Congestion Management Program to more closely align with the Federal Congestion Management System requirements will necessitate inore involvement by RCTC to coordinate the collection of system use and conditions data to support programming of Federal Surface Transportation program and Congestion Mitigation/Air Quality program funds. • • • 000417 • • A.J. Wilson, Executive Director April 16, 1997 Page 3 I will contact you to set a meeting to follow up on this letter to seek coordination and alignment of our respective transportation planning responsibilities. I suggest that we should reach agreement at the staff level before you proceed with applying to SCAG for funds earmarked for. WRCOG. Sincerely, Reagan, Executive Director erside County Transportation Commission cc: Mark Pisan°, SCAG Norm King, SANBAG 000413 09C6t73 09E'S 14 000 ` 79$ 000 `06$ 000' 09$ lepl 099 ` 1.b$ 00£ `09$ 09S `Z$ 000'ti 1$ 000`91$ 000 `01.$ - 1eW 0 1 0 2 I 00£ `9$ 000'03 000'9Z$ 009'L91-$ 009'L$ 000 `09$ 000'O9$ 000 `09$ Aellen ella peon Awnoo }sem OVOS 9VOS SWdH s)peueino8 iy6ia u sisitleuy �isue�l lle2:1 paadS y6!H 13ocine 96-L661• Ad Olaf 1:103 ONIaNf d OVOS 7VI1N31Od b oell y • • • RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Jack Reagan, Executive Director Paul Blackwelder, Deputy Executive Director Bill Hughes, Bechtel Project Manager SUBJECT: Update on Request from the City of Perris to Accelerate Improvements to State Route 74 Between 1-15 and 7th Street in the City of Perris Items related to State Route 74 between 1-15 and 7th Street in the City of Perris have been before the Commission during meetings on February 13th and April 9, 1997. The February 13th agenda item related to potential realignment of a portion of State Route 74 to connect with 1-215 at Ethanac. The April 9th item was a request from City of Perris representatives to consider adjusting Measure A programming priorities to accelerate the project on State Route 74 to address safety concerns. The purpose of this item is to report the current status of subsequently developed information and to lay out options for possible action. Potential realignment of a portion of State Route 74 to connect with 1-215 at Ethanac: Included as Attachment 1 is the agenda items from the February 13th meeting. After discussion, the Commission deferred action on staff's request for approval of $500,000 of Measure A funding for a consultant to conduct preliminary engineering for an alternative State Route 74 alignment to connect to Ethanac Road at 1-215. The Commission requested that information be developed to document the traffic implications of such an alternative alignment. Included as Attachment 2 is the results of analysis performed by Parsons Brinckerhoff under single signature contract which indicates the traffic implications of the Ethanac alignment. Generally, the analysis indicates that relatively more traffic could be accommodated on the State Route 74 corridor by 2015 with and Ethanac alignment, with the existing alignment still accommodating traffic marginally under the existing traffic levels. Also included as Attachment 3 is a table which compares the preliminary cost estimates of a highway widening project on the existing alignment with an Ethanac realignment. This table indicates that information previously reported to the Commission that an Ethanac realignment would preclude funding for replacement of the 1-215 @ 4th Street was incorrect. Providing 75% of the right-of-way for an 000421_ Ethanac realignment is dedicated by property owners, consistent with the previously collected petitions requesting such realignment, it appears that $6.9 million would still be available for the interchange with a net savings for a realigned corridor of $1.1 million. Potential acceleration of the State Route 74 project to address safety concerns: During the April 1997 Commission meeting, members of the Perris City Council and citizens expressed concerns regarding safety on State Route 74 between 1-15 and 7th Street in the City of Perris and requested that the Measure A identified project be advanced to rectify the existing problems. The Commission directed that this issue be discussed between Caltrans and RCTC staff and be brought back to the Commission at the May 1997 meeting. On the April 18, 1997 a meeting was convened that included Supervisor Tom Mullen, Supervisor Bob Buster, CTC representative Bob Wolf, Mayor Al Landers of Perris, and representatives of the California Highway Patrol, Caltrans, and RCTC staff. Caltrans presented their latest accident findings on the segment of State Route 74 in question. They indicated that the accident history indicates rates marginally higher than statewide averages for two-lane facilities, but probably not high enough to justify a single State Highway Operations and Protection Program (SHOPP) project for the entire area of concern. Caltrans is conducting additional analysis to determine if warrants exist for more selected segments along the route. SHOPP projects might include such things as improved signing and striping, traffic signals, left -turn lanes, curve realignments, and shoulders. SHOPP projects are intended to address safety and operational problems of existing roadways and are not intended to accommodate additional highway capacity. Caltrans work cannot be completed in time for the May RCTC meeting. The potential for RCTC augmentation to a Caltrans SHOPP project was also discussed. Such augmentation might include the following: 1. Filling in gaps between Caltrans SHOPP project segments to provide for uniform improvements for the corridor; 2. Acquiring rights -of -way to accommodate the future Measure A project where more limited right-of-way might be required for the SHOPP funded project(s), 3. Paying the additional costs of super -elevating curves consistent with the requirements of the Measure A project; 4. Assisting Caltrans by acquiring right-of-way on its behalf, because RCTC's process is more streamlined; and/or 5. Advancing Measure A funds for subsequent repayment with SHOPP funds to accelerate the timing of projects in relation to state budget limitations. 000422 The specifics of any RCTC augmentation of a Caltrans SHOPP project cannot be determined until the extent of Caltrans potential SHOPP project(s) for the corridor is known. Included as Attachment 4 is Table 5 from RCTC's adopted Measure A - Vision and Strategy Paper. This table identifies projects proposed to be funded through the State Transportation Improvement Program (STIP) and Measure A. It appears that accelerating the State Route 74 project would require delaying funding for the following projects which are currently identified as higher in priority: 1. SR 91, Magnolia to Mary (Phase II) - $16 million in 2000; 2. SR 91, Van Buren Interchange - $9.2 million in 2001; 3. SR 1 1 1, Various projects totaling $15.877 from 1999 through 2007; 4. SR 91, Mary to Cridge - Partial project funding of $46.591 Measure A in 2004 with the balance of $90 million of STIP funding in 2002 and 2004. Staff believes that project 4 above (i.e., SR 91, Mary to Cridge) is a likely candidate for delay of a commitment of Measure A funding. That is because the schedule for funding needs will be set by the availability of the STIP funding required for the project and the STIP funds for this project are not expected to be made available until 2008 and 2009. IFinancial Assessment I Project Cost $500,000 to prepare Project Report and Environmental documents for State Route 74 Ethanac Alignment. Other impacts to be determined at a later date. Source of Funds Measure A s'. �,, ., Included in Fiscal Year Budget N Year Included in Program Budget N Year Programmed Approved Allocation N Year of Allocation Budget Adjustment Required Y Financial Impact Not Applicable STAFF RECOMMENDATION: 1. With respect to the issue of the Ethanac realignment: a. Approve the expenditure of Measure A funds to perform preliminary engineering and environmental analysis of a new East/West alignment of State Route 74 south of the City of Perris, and; b. Direct staff to investigate the status of existing consultants assigned to 00042,3 the Measure A State Route 74 projects and bring back recommendations on how best to proceed with these studies as either a continuation of previous work or to issue a Request for Proposals and select a new team of consultants. 2. With respect to the issue of accelerating project(s) on State Route 74: a. Work with Caltrans to identify and program SHOPP funding for segments of State Route 74 which are likely to compete for available funding, b. Consider potential Measure A augmentation of Caltrans SHOPP projects to achieve uniform safety improvements for the entire corridor, in a manner which is consistent with the future State Route 74 widening project and assists in accelerating delivery of interim safety and operational improvements, and c. Prepare an amendment to RCTC Measure A -Vision and Strategy Paper to accelerate Measure A funding for the State Route 74 project from 1-215 to 7th Street (or to 1-215 at Ethanac if an alternative alignment is selected) from 2006/2007 to 2004, and a corresponding delay of the State Route 91 project from Mary to Cridge from 2004 to a date consistent with the availability of STIP funding for the balance of the project. That the Commission direct staff to bring back the State Route 74 safety issue at the June 1997 Commission meeting. 000421 ATTACHMENT 1 • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: February 13, 1997 TO: Riverside County Transportation Commission FROM: THROUGH: Bill Hughes, Bechtel Project Manager Jack Reagan, Executive Director SUBJECT: Prepare Project Report and Environmental Documents for State Route 74 Realignment Along the Proposed Ethanac Regional Corridor Attached is a resolution from the City of Perris supporting the Ethanac Regional Corridor and requesting that environmental documents be prepared to study this alternative for a possible East/West realignment of State Route 74. The Measure A list of projects includes improvements to State Route 74 between I-15 and 7th Street and interchange improvements between I-215 and "G" Street in the City of Perris. Completion of these two projects would complete State Route 74 improvements between I-15 and 1-215. Currently, State Route 74 goes directly through the City of Perris. The State and City would both like to redirect the State highway away from primary city streets. The City of Perris is identifying the Ethanac Regional Corridor as its preferred alternative for the relocation of State Route 74. Many property owners along this alignment have agreed to dedicate property if the project is approved. However, it has not been determined at this time if the State can accept property in this manner without appraising the land required and paying full market value. This question will soon be resolved with the State. This project would include creating a new highway for about 3.5 miles of open terrain and the construction of two bridges, one over the San Jacinto River and another at the junction with existing State Route 74. Improvements to the existing I-215 interchange at Ethanac may also be required. If this project goes forward, it is suggested that a new environmental document be created to address this realignment of State Route 74. This will preserve the integrity and closure of the existing environmental document that is now signed off and complete. back up this open up new issues regarding improvements on State Route 7be wn en 1--15 and 7th Street. document may The new environmental document will look at various alternatives for an East/West realignment of State Route 74 to connect at I-215. The fast alternative will be the existing Measure A interchange alternative between "G" Street in the City of Perris to 1-215, the second alternative will be the realignment of State Route 74 along the Ethanac Regional Corridor, the third will be a. no -build alternative. Since the Evans/Ellis Corridor has been looked at in the past, this alternative may also have to be included to address all of the interested parties concerns. An estimate of the cost to complete this work is shown below: 00042 Item _ Estimated Cost Survey & Mapping $80,000 Preliminary Engineering $150,000 Project Report & Environmental Documents $200,000 Subtotal $430,000 Contingency $70.000 Total S500,000 As part of the original engineering and environmental studies to complete the preliminary engineering and environmental documents, some work has been performed to look at the Ethanac alignment by the consultants performing this work. Some of these contracts remain open others are closed. At the Commission's option some of the above identified work could be performed by the original consultants assigned to the State Route 74 Measure A projects. FINANCIAL DATA: Project Cost: $500,000 Source of Funds: Included In Current Year Budget (Y/N): Anticipated budget savings and uncommitted carryover NO Budget Adjustment Required: Yes B UDGET/FINANCE COMMITTEE AND STAFF RECOMMENDATION: That the Commission: 1) Approve the expenditure of Measure A funds to perform preliminary engineering and environmental analysis of a new East/West alignment of State Route 74 south of the City of Perris, and; 2) Direct staff to investigate the status of existing consultants assigned to the Measure A State Route 74 projects and bring back recommendations on how best to proceed with these studies as either a continuation of previous work or to issue a Request for Proposals and select a new team of consultants. • • a 000426 V J.LJ4b • • • ary"'• , 0 RESOLUTION NUMBER 2581 i.if!1 isSO.UTION OF THE CITY COUNCIL OF THE CITY OF PERRIS, COUNTY OF RIVERSIDE, STATE OF CALIFORNIA, RECOMMENDING THE PROPOSED ETHANAC REGIONAL CORRIDOR • WHEREAS, there has been coordinated meetings between the Riverside County Transportation Commission staff, State of California Transportation Representatives, local community groups and City of Perris Officials for the past eighteen months; and WHEREAS, preliminary investigations Community groups have established a need for the Regional Co dor; anected d�n� and WHEREAS, evidenoeof 9ufficsent Right of Way, through existin dedica and offers of dedications, by adjacent land holders, insures significant g g tlon no cost; and gnificant Rigof Way at WHEREAS, this proposed Regional Corridor has economic, safety and congestion management benefits to the City of Perris. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Perris supports the Ethanac Regional Corridor for the future benefits that will accrue to the region. BE IT FURTHER RESOLVED the City of Perris supports the Riverside County Transportation Commission for amending the current Highway 7 environmertal documents to consider this proposed Corridor as an alternative East West alignment. ADOPTED, SIGNED and APPROVED this 28th day of October,1996. Attest: OR OF I dr- OFV" 0004`'7 RESOLUT10N NUMBER 2581 STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF PERRIS ) Page 2 • I, Beti An Hynes, City Clerk of the City of Perris, California, do hereby certify that the foregoing Resolution Number 2581 was regularly adopted by the City Council of the City of Perris at a Regular Meeting thereof held on the 28th day of October, 1996, by the following called vote: Ayes: Denney, Landers, Yarbrough, Torres and Long Noes: None Absent None • • 040423 =11111116. �. ATTACHMENT 2 UZi4b;Id • • • rears 700 To: Bill Hughes From: J.D. Douglas Date: April 16, 1997 Subject: Graphics of SR-74/Ethanac Traffic Analysis dECE1VEL APR 1 71997 iECHTELRP CO. HIV Memorandum 505 South Main St., Suite 900 Orange, CA 92668 (714)973-4880 fax (714) 973-4918 Enclosed are four maps which graphically show the traffic volumes documented in our memorandum of April 2. When these results are discussed, please bear in mind that the assigned volumes with the Ethanac Road connection are potential volumes, based on the assumption that the congestion and traffic signals along SR-74, 4th Street, and D Street route will make this a relatively low -speed (under 25 mph average) route for regional traffic destined to the north via the 1-215 freeway, while the new Ethanac Road connection to 1-215 would be a relatively high speed (over 40 mph average) route for this traffic. If this assumption is not correct, we would expect the north -south regional traffic to use SR-74 and D Street, rather than Ethanac Road, to access 1-215. This would shift 2,200 vehicles from Ethanac Road to SR-74 in the "Existing With Ethanac" scenario (Figure 2), and would shift 7,400 vehicles from Ethanac Road to SR-74 in the "Year 2015 With Ethanac" scenario (Figure 4). Over a Century of Engineering Excellence 000429 ein6u dd0H113NONIt1s SNOSEI Vd aH 31VOVNId uogoauuo0 peoll oeuego lnotpm sawnion oulati Apa 6uppc3 spitieud oulEui peon oeuetoR / bL-EIS aH OVNVH13 i N o v sawnioA °wail Ape(' abeaand = 000`l • • • • Z ein6u .110H113MONWEI SNOSUIld uopeuuoo peon oeuey13 gum sawnion oweii Ara legualod Bugsix3 Oki 31VOVNId v sisitieud oijjeal peoa oeueui3 / bl-aS id1144 oos'o i. 000z`Z i. Oti OVNVHI3 i con i. • sawnloA Apeo a6eaanb = °OW l E a�n6i� Oil 31VOVNId dd0H113HONIt/9 Fa_ SNOStIVd aur uopeuuoo paou oeuein3 inoqum sawnpA ogjelL Apa 51.0a aaa spAieud 3111e41. geoid oeuegia / VL-EIS Sr< 005`8 l 000`9 L 06 s41 OH OVNVHl3 i N' O T 1S HIP Sl 1S Hl[ 000`a sawnloA oljleal AHea abeaand = 000`L • • • • • aan6i © ��OHl�13'NONI�IS '� SNOS�IIOd ad uopeuuo0 peou oeuey13 Low sawnion Apea lepalod JeeA aH 31VOVNId SISAleud 311181-pe0H 0eue413 / VL-EIS St °own own OH OVNVH13 1S HIP sawnio^ °wail Apea abeaand = °OW L • • • To: Bill Hughes, BechteVRCTC From: J.D. Douglas Date: April2, 1997 Subject: Analysis of Ethanac Road Connection As requested, we have analyzed the traffic impacts of constructing Ethanac Road between Goetz Road on the east to SR-74 on the west. This connection would provide a continuous east -west route south of Perris, serving as an altemative to the existing SR-74 alignment through Perris. You raised the following questions to be addressed in our analysis: How would an Ethanac Road connection would affect traffic volumes on the section of SR-74 north of Ethanac Road and south of 7th Street (assuming that section of SR-74 remains with only two lanes)? How would the Ethanac connection affect traffic volumes on the improved section of SR-74 (between 7th Street and G Street)? How would the Ethanac connection affect traffic volumes on Ethanac Road? Is the traffic on SR-74 local traffic, or is it regionally oriented? We used SCAG's RIVSAN CTP model to estimate the traffic impacts of making this connection. The model's traffic estimates were adjusted to reflect the fact that regional traffic destined to the north of Penis on 1-215 would use the higher -speed route of Ethanac to access 1-215 rather than the shorter -distance but lower -speed and more -congested route through Perris. The following table summarizes the traffic volumes on these segments of SR-74 and Ethanac with and without the connection: SR-74: Ethanac to 7th St. SR-74: 7th St. to G St. Ethanac: SR-74 to Goetz Rd. Ethanac: Goetz Rd. to 1-215 Ethanac: 1-215 to Pinacate Existing 12,000 14,000 0 3,000 4,000 Existing with connection 6,800 9,800 10,200 12,200 10,500 2015 without connection 27,000 23,000 0 16,000 18,500 This analysis leads to the following conclusions in response to your questions. 2015 with connection 13,000 12,600 25,400 34,800 28,000 000434 The two-lane section of SR-74 north of the Ethanac Road alignment and south of Seventh Street would experience a traffic volume reduction of about 50% if the Ethanac Road connection is constructed (42% today, 52% in 2015). The four -lane section of SR-74 between 7th Street and G Street would experience a traffic volume reduction of about 30% today and 45% in 2015 if the Ethanac Road connection is constructed. The existing segment of Ethanac Road west of 1-215 would experience a significant increase in daily traffic volume (an increase of 9,200 today and 18,800 in 2015) if the connection is constructed. The new segment of Ethanac Road would attract 10,200 ADT today and 25,400 in 2015. The traffic on the new segment of Ethanac consists of two components: 1) traffic diverted from the segment of SR-74 north of Ethanac; 2) new traffic attracted through this area which would use other routes such as Railroad Canyon Road/Newport Road, Bundy Canyon Road/Scott Road, and Cajalco Road if the Ethanac connection were not constructed. The Year 2015 traffic on SR-74 with the Ethanac connection is oriented as follows: Local Traffic - north of Ethanac 25% Local Traffic - east along Ethanac: 10% Regional Traffic - north 38% Regional Traffic - east 27% Therefore, approximately 37% of the traffic on SR-74 is east -west traffic; the remaining 63% is north -south traffic. 00043'-� ATTACHMENT 3 • • Total Programmed by RCTC for SR 74 All costs in $Millions Item 1-215 to Ethan. Ethan. to 7th Total 1-15 to 7th 1-2151C g 4th St. Total Programmed Roadway $12.5 $9.8 $22.3 $4.0 Structures $0.0 $0.0 $0.0 $2.1 Subtotal $12.5 $9.8 $22.3 $6.1 $28.4 ROW $8.7 $4.2 $12.9 $0.8 $13.7 Total $21.2 1 $14.0 $35.2 $6.9 $42.1 Utilities $2.8 Realign to Ethanac Item Ethan. Coor. Roadway $7.6 Structures $3.6 Subtotal $11.2 ROW $8.8 Total $20.0 Total Realigned $41.2 Note if 75% of ROW is dedicated, I-214 IC 4th st. could still be constructed 00143�� PS1'011S ►oo•LS /9C6S 09L'11S 8SL'91 S 000'91S ►CCSS ZSL'91 S reran 169111 ascrrS OL 1'6S 006'SI S pool. 9a610CS IEST1IS 000'06S £-p aged LLSYS - OOZ'ZS 008' IS ®_ OOL' 1 S OLI'6S 600Z pOOZ LOOZ 900Z SOOZ 600Z COOT Z00Z 100Z 000L 6661 0661 000'11S 000' 11 S ILITLS 1 £S'ZLS d1.LS 900Z ulpuna V - "• i wu vT 068'9LS ____111111111111_- _ 000'oss 000'oos aim____ MENIMEN19€6.14's 1.068.9rs „-, - ____ Ib6'££S �_�_ __- a1.ts eooZ a1.Ls ZooZ 889'8ZS emseeyy Jo; peso S I Z-1 /1611S / 09 VS 010' pub tPueIP31101 s 1 Z-1 /0911S S 1 Z-1 / 0911S m rcue►un ulpuna dI16 lamina Joi peso adiCi auipund pug agaA Sq 3NtututuNo.Id jaafo.� - asodoa dP d S 3 781/1 SIZ-1/I8 aS/O9 aS aupuanba pa, o d - y xrod Jaded nalvips Pug uops!A d aJnseaw • RIVERS/DE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Bill Hughes, Bechtel Project Manager THROUGH: Paul Blackwelder, Deputy Executive Director SUBJECT: Entering Agreement with the County of Riverside to Provide GIS Information to Support the State Route 79 Realignment Study in the Hemet/San Jacinto Area At the February 13, 1997 Commission meeting, the Commission awarded a $75,000 contract to CH2M Hill to perform an alignment study. CH2M Hill has been gathering all information that is available from the City of Hemet and the County of Riverside. The study will require a Geographic Information System (GIS) that can provide the latest information on the present road alignments, parcel boundaries, utility locations, zoning, and existing development. The County of Riverside has a policy that prior to the release of any of its GIS information, the Agency requesting the information must enter into an agreement with the County. The County of Riverside will not enter into the agreement with the consultant performing the work under contract with RCTC. The County has two forms of the agreement. One form is for a project specific request and the second is for a perpetual agreement with annual fees. For the State Route 79 project, the estimated fees for the project specific information could be as high as $12,000. The annual fee for full access to all County GIS information that could be available for all projects is $15,000. Staff is recommending that RCTC enter into the annual agreement so that the County GIS information will be available to RCTC Staff and consultants. RCTC Legal Counsel has expressed concerns with the structure of the agreement with regards to the public information act. The agreement has non disclosure clauses that if strictly interpreted would preclude RCTC from publishing any of the reports generated with the GIS information. Staff would recommend that RCTC Legal Counsel work with County Counsel to make any necessary changes to the agreement to allow RCTC to comply with the public information act. Financial Assessment Project Cost $15,000 annual fee Source of Funds TDA Planning Included in Fiscal Year Budget n Year Included in Program Budget n Year Programmed 00043'9 Financial Assessment Approved Allocation n Year of Allocation Budget Adjustment Required y Financial Impact Not Applicable STAFF RECOMMENDATION: That the Commission authorize the RCTC Chair to enter into an agreement with the County of Riverside to provide GIS information that is required to perform the State Route 79 realignment studies and approve the requested annual fee of $15,000, subject to Legal Counsel review and approval. • • 0004,10 • • • RIVERSIDE COUNTY TRANSPORTATION COMM/SS/ON DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Bill Hughes, Bechtel Project Manager THROUGH: Paul Blackwelder, Deputy Executive Director SUBJECT: Amendment 5 to Agreement RO 91-01 with URS Greiner to Prepare Plans, Specifications, and Estimates (PS&E) for the State Route 91 Noise Walls At the September 11, 1996 Commission meeting, URS Greiner was authorized to proceed with Amendment 5 to their agreement with RCTC to perform PS&E design of the State Route 91 noise walls between Magnolia Avenue to Mary Street. These walls had been deferred from the HOV construction project due to scoping issues with the City of Riverside relating to wall heights, locations, and landscaping treatments. The scope of this amendment anticipated that Caltrans would be performing Utility coordination, right-of-way mapping, and right-of-way engineering to obtain the temporary construction easements that will be necessary to construct the noise walls adjacent to private property. Subsequent to the award of Amendment 5, Caltrans determined that they did not have the resources to perform either of the above tasks. Had Caltrans performed this work, RCTC would have compensated Caltrans for the services performed since this project is a Measure A project. RCTC has therefore negotiated with URS Greiner to perform the work that must be accomplished in order to build the noise walls. This revised scope is being brought back because the total amount exceeds the amount remaining in the extra work account for the URS Greiner contract. The scope of work for Amendment 5 to the URS Greiner contract is attached for your review. Below is a summary of the Contract history. Contract History for RO 91-01 Item Amount 1 Original award for STATE ROUTE 91 HOV, PS&E, Magnolia to Mary $788,989 ti 2 Amendment 1 - change in project scope $463,726 3 Amendment 2 - change in project scope and establish new base amount $1,303,091 4 Amendment 3 - Add fiber optic cable design $225,261 000442 Contract History for RO 91-01 5 Extra Work - to approve change orders 2 & 3 ($9,615.01 + $14,969.59) S24,585 6 Amendment 4 - PS&E Phase I Noise Walls $320,000 Current Contract Status $1,872,937 7 Proposed Amendment 5 - Provide ROW Engineering, and Utility Coordination $87,622 New Contract Amount $1,960,559 Available Extra Work $78,688 New "Not to Exceed" Amount $2,039,247 This contract currently has an extra work budget of $78,688.40. Staff recommends that this same amount available for future extra work. Financial Assessment Project Cost $87,622 (Amendment #5 ) Source of Funds $3,000,000 budget to build Phase I Noise Walls between Magnolia Avenue to Mary Street ,.¢iN4.Y. .... 11A ��`y ,`\... ,�Y �\ Included in Fiscal Year Budget Y Year Included in Program Budget Year Programmed 97 Approved Allocation Y Year of Allocation Budget Adjustment Required N Financial Impact Not Applicable STAFF RECOMMENDATION: That the Commission award Amendment 5 to URS Greiner's Contract RO 91-01 to perform utility coordination and right-of-way engineering for an amount of $87,622 for a new contract amount of $1,960,559. The extra work funds will remain at $78,688.40 and the new contract not to exceed amount will be $2,039,247. A standard contract amendment will be used to execute Amendment 5. All other terms and conditions of the original agreement and previous amendments will remain in effect. 003443 • • URS Greiner April21, 1997 Mr. Bill Hughes Riverside County Transportation Commission 3560 University Avenue, Suite 100 Riverside, CA 92501 .,L�:EiYCC APR 2 31997 t ;ECHTEL CORP. Subject: SR91 Priority (Phase 1) Sound Walls Extra Work Request No. 1, Revision No. 2 Dear Bill: 1C41 East Dyer Road. Suite 250 PO. Box 11948 Santa Ana. California 92705 Telephone (714) 556-9260 Facsimile (714) 979-7928 Offices in Principal Cities Nanonwroe 034 919 P.N. H100251.01 Enclosed please find our revised Extra Work Request No. l (EWR No. 1), (Revisions No. 2) for right-of-way engineering/mapping, utility agency coordination and eeotechnical coordination. EW_ R No. l has been revised to reflect conversations with yourself, Dick Beckley and Chip Hord to reduce the level of effort necessary for the additional right-of-way tasks. We have prepared a sample easement plat for Chip Hord's ose in obtainin, easements for the project Our level of effort estimate for these products have been reduced to approximately three hours per plat and shifted from Associate Surveyor to CARD/Technician to reflect the appropriate level of expertise necessary to produce these products. We also prepared a sample Caltrans right-of-way map supplemental attachment that can be used by Caltrans along with the State's record right-of-way maps. Dick Beckley reviewed the sample and we have been able to reduce our estimated level of effort to approximately eight hours per Caltrans exhibit. Again, this work can be accomplished by our CADD/Technician staff rather than Associate Surveyors along with some oversight review from our Surveyor Manager. The activities included in this Extra Work Request No. 1, Revision No. 2 have been grouped into three general areas: Utility surveys and utility agency/owner coordination is covered by Extra fAsk Nos. 2.24, 2.25, and 3.5. • Right-of-way engineering and mapping is included in Extra Task Nos. 2.8 and 3.7. Geotechnical coordination with Leighton and Associates is included in Extra Task No. 3.14. 00044 1 Mr. Bill Hughes RCTC April21, 1997 Page Two Portions of the utility and right-of-way work have already been initiated. We are prepared to begin work immediately on the other additional scope activities upon receiving, vour notice to proceed for this amended scope of services. The followin; are attached in this submittal Detailed Scope of Services Cost Proposal Level of Effort Estimates for Labor If you have any questions or would like to discuss the extra work request, we are available to meet with you at your convenience. Sincerely, URS , INC. t--oQ Jeff Chap r>�a�r, P.E. Project Mana,er Attachments S11^\TRAWRKI WRD • • • 000445 • • • Revision No. 2 April 18, 1997 SR91 PRIORITY (PHASE 1) SOUND WALLS EXTRA WORK REQUEST NO. 1 DETAILED SCOPE OF SERVICES EXTRA TASK 2.24 LOCATE EXISTING UTILITIES 2.241 Utility Survey Control Horizontal and vertical control will be established for field location surveys of existing utilities. Caltrans' primary control along State Route 91 will be used and local control will be established on local streets near the existing utilities. The survey control established for utility location activities will be documented and forwarded to Caltrans for review and filing. Products: Utility Survey Control Field Notes 2.242 Surface and Subsurface Utility Survey Surface evident utilities will be located using radial survey methods. These may include, but are not limited to, existing utility poles, water valves, sewer manholes, gas valves and telephone vaults. Existing state-owned landscape irrigation facilities will not be located. Existing surface utility features shown on the project mapping that may require relocation, protection or abandonment by thverified utility agency/owner /owner will l utilities located. Specific tie-in locations will be determined by the utility agency/owner preparing the relocation or protection design(s). Field measurements of the elevations of existing aerial transmission lines crossing or parallel to the proposed sound walls are included in Task 2.3. • Existing utility lines will be field located and surveyed utilizing the research material compiled in Task 2.23. Underground utilities will be located using Metro -Tech 810 and 850 locators, manhole access and surface delineators, as appropriate. Utilities that have been identified for field location include, but are not limited to, waterlines 3 underground telephone (2). Existin state-owned land�ca Imes (3), sewer lines (4) and lines will not be located and mapped. Pe irrigation water and electric control PP Existing utilities that are expected to be relocated, protected or abandoned by the utility agency/owner, will be located. protection tie-in locations will be determined by the utility agency/owner preparing the relocation or design(s). 000446 Revision No. 2 April 18, 1997 One pothole appears to be necessary near the center of Sound Wall No. 35 to comply with Caltrans' Manual on High and Low Risk Underground Facilities. An existing 150 mm medium pressure gas line crosses SW No. 35 at approximate Station 243+70. URS Greiner will contact Southern California Gas Company (SCGC) to request that SCGC pothole their gas line where the proposed sound wall will cross their facility. An existing ground elevation at the gas line will be surveyed so that SCGC's measured depth to the pipe can be used to establish an existing elevation for the gas line. Horizontal and vertical data for the pothole location will be surveyed in metric NAD83 and NGVD29 format. Products: Field Locations of Utility Surface Features Field Locations of Underground Utilities EXTRA TASK 2.25 EXISTING UTILITIES Existing utility locations will be input into Intergraph as single lines indicating the type of utility, for example, water, sewer, etc., at a scale of 1:500. Specific elevations, flowlines, pipe sizes, pipe materials, pole numbers, special coatings, encasements and other data will be collected to the extent necessary to determine conflicts and identify ownership. This information will be maintained as field survey notes, but will not be reproduced on plan sheets. Existing utilities will be annotated as to the type of utility by the linestyle graphic. The utility agencies/owners will identify which facilities they are responsible for. Products: Existing Utility Field Survey Notes EXTRA TASK 2.8 PRELIMINARY RIGHT-OF-WAY COORDINATION Existing Assessor Parcel Maps will be research Design Plans from Task 2.7. Specific Assessor Parcel Numbers (APNs) ewed and delineated be annotate on the plans. Construction access will be analyzed for each wall considering existing constraints such as steep cut slopes, local roadways and private property improvements. Preliminary right-of-way coordination necessary for construction of the sound wall improvements will be identified. One of three levels of right-of-way coordination will be identified for each. parcel impacted. Approximately 64 parcels appear to be affected. Products: APN Listing with Preliminary R/W Coordination Requirements • • • 000447 • • • Revision No. 2 April 18, 1997 EXTRA TASK 3.14 METRIC BORING LOGS AND LTB SHEETS 3.141 Metric Boring Logs Existing boring logs prepared previously by Leighton and Associates will be utilized on the URS Greiner Team's Log of Test Boring (LTB) sheets for Sound Wall Nos. 77, 78, 149 and 183. These existing boring logs will be indicated as reference boring logs and they will supplement the new borings proposed in Task 2.42. Leighton and Associates will convert their existing boring logs to metric units for use on the URS Greiner Team's LTB sheets which will be in metric units. Leighton and Associates' existing boring logs will also be revised to conform with current Caltrans LTB symbology. 3.142 Metric Log of Test Boring Sheets Geotechnical field explorations for Sound Wall Nos. 35 and 221 previously performed by Leighton and Associates are adequate for sound wall designs proposed by this project. Leighton and Associates will prepare metric Log of Test Boring (LTB) sheets for Sound Wall Nos. 35 and 221. New or additional field work is not required for these two sound walls. The metric LTB sheets will be prepared in accordance with current Caltrans LTB sheet standards utilizing symbology coordinated with the LTB sheet legend. Products: Metric Log of Test Boring Sheets Q00448 Revision No. 2 April 18, 1997 • EXTRA TASK 3.5 UTILITY COORDINATION 3.51 Verified Utility Conflict Mapping in g The field verified existing utility locations will be overlaid with the researched existing utilities and the sound wall improvements in CADD to determine, along with the field survey notes, horizontal and/or vertical utility conflicts. Any potential conflicts will be noted. Products: Verified Utility Conflict Mapping 3.52 Coordination with Utility Owners/Agencies Informational meetings will be held with several utility owners/agencies (water, sewer, gas, telephone and electric) to discuss the proposed sound wall improvements and schedules. The utility owners/agencies will be requested to review the plans with respect to their facilities and to determine dispositions for their conflicting facilities. Utility coordination meetings will be held with RCTC staff, Caltrans and various utility owners/agencies to discuss their dispositions, proposed protection requirements, and possible relocation plans and to reach agreements on inclusion of utility coordination work in the sound wall contract documents. Ten meetings are anticipated, two for each utility owner/agency. Any utilities designed to be relocated by the utility companies will be shown on the utility sheets, to the extents available, for the sound wall project. Products: Utility Coordination Meetings (10 Assumed) EXTRA TASK 3.7 RIGHT-OF-WAY ENGINEERING/MAPPING URS Greiner will perform research, cataloging, analysis, boundary determination, traverse computations and mapping for approximately 64 parcels along State Route 91 adjacent to the proposed sound wall improvements. 3.71 Research Records and Catalog Documents URS Greiner will obtain assessors maps and rolls, right-of-way maps, record of surveys, record maps and other reference data from the appropriate agen es. Upon receipt of such materials and records, they will be starn cataloged P ped, cataloged and filed. Products: Research Materials • • 000449 • • • Revision No. 2 April 18, 1997 3.72 Prepare Assessor Parcel Map Exhibits Copies of each Assessor Parcel (AP) Map affected by the project will be obtained along with the pertinent Assessor Parcel Data. Required easements will be shown on the AP Map exhibits. These exhibits will be forwarded to the County of Riverside for their use to expedite right-of-way appraisal and coordination. Products: Assessor Parcel Map Exhibits (64 Estimated) 3.73 Easement Plats For each affected parcel, a plat will be prepared to define the required easement(s). The easement width and area will be indicated There are 64 parcels estimated to require vright- of-way coordination, each one necessitating individual plats. The easement plats will be used the County of Riverside to acquire the necessary easements. y Products: Easement Plats (64 Estimated) 3.74 Caltrans Right -of Way Map Supplemental Attachments Supplemental attachments will be created for Caltrans' use in combination with the State's existing right-of-way maps. New right-of-way exhibits will be created showing the existing right- of-way lines and lateral parcel lines graphically delineated from Assessor Parcel Maps. Existing topography or current aerial photographs will be imported into the exhibits. The exhibits will be annotated with current Assessor Parcel numbers, Caltrans parcel number, owners name and the easement widths and areas. Distances and bearings will not be shown. Products: Right -of -Way lap Supplemental Attachments (11 Estimated) N SWLSCOPE I.WPD 000450 -..., ..,.�...r EXTRA WORK REQUEST NO.1, REVISION NO.2 SUMMARY is-Apr•97 DIRECT LABOR NAME J.CHAPMAN P. BAKER T.THACKER R. LEW FUNCTION PROJECT PRINCIPAL PROJECT MANAGER SURVEY MANAGER FIELD COORDINATOR SR. PROJECT ENGINEER PARTY CHIEF PROJECT ENGINEER ASSOCIATE SURVEYOR CHAINMAN ENGINEER TECHNICIAN/CARD PROJECT ADMINISTRATOR CLERICAL TOTAL HOURS FRINGE BENEFITS OTHER COSTS HOURLY HOURS RAZE 0 $56.00 76 $35.00 76 $35.00 70 $29.00 78 $28.00 108 $28.00 16 $26.00 90 $24.50 164 $24.50 40 $22.00 382 $18.00 20 $19.00 0 $17.00 1120 TRAVEL COSTS REPRODUCTION CADD/COMPUTER MISC COSTS (FEDEX, EXHIBITS, ADS, ETC. SUBTOTAL SUBCONSULTANTS GEOTECHNICAL CONSULTANTS, INC MARUM AND ASSOCIATES LEIGHTON AND ASSOCIATES, INC. SUBTOTAL SUBCONSULTANT FEE INDIRECT COSTS FEE TOTAL COST OVERHEAD & GENERAL N:191 SWIXTRAFEEI.WK4 SUBTOTAL COLA TOTAL DIRECT BALE 48.12% TOTAL $0.00 $2,660.00 $2,660.00 $2,030.00 $2,184.00 $3,024.00 $416.00 $2,205.00 $4, 018.00 $880.00 $6,876.00 $380.00 $0.00 0% LABOR COSTS TOTAL $13,152.64 TOTAL FRINGE BENEFITS $1,700.00 $3,000.00 ao.00 $900.00 $5,600.00 $0.00 $0.00 $2,571.00 $2,571.00 BRIE 5.00% TOTAL DIRECT COSTS BALE 114.51 % TOTAL $128.55 TOTAL $31,299.02 TOTAL INDIRECT COSTS BAIE 10.50% $27,333 so $27,333 $13,153 $8,300 $31,299 $7,537 $87,622 , 00045:1_ - - `- ., vwv✓ trML.L� EXTRA WORK REQUEST NO.1, REVISION NO.2 RIGHT-OF-WAY ENGINEERING/MAPPING 18-Apr-97 DIRECT LABOR • NAME J.CHAPMAN P. BAKER T.THACKER R. LEW FRINGE BENEFITS OTHER COSTS FUNCTION PROJECT PRINCIPAL PROJECT MANAGER SURVEY MANAGER FIELD COORDINATOR SR. PROJECT ENGINEER PARTY CHIEF PROJECT ENGINEER ASSOCIATE SURVEYOR CHAINMAN ENGINEER TECHNICIAN/CARD PROJECT ADMINISTRATOR CLERICAL TOTAL HOURS HOURLY Ii4.U.a BAIL TOTAL $56.00 $0.00 32 $35.00 $1,120. 00 70 $35.00 $2,450.00 0 $29.00 $0.00 28 $28.00 $784.00 0 $28.00 $0.00 16 $26.00 $416.00 40 $24.50 $980.00 0 $24.50 $0.00 0 $22.00 $0.00 334 $18.00 $6,012.00 4 $19.00 $76.00 0 $17.00 $0.00 524 TRAVEL COSTS REPRODUCTION CAOD/COMPUTER MISC COSTS (FEDEX, EXHIBITS, ADS, ETC. SUBCONSULTANTS SUBTOTAL COLA 0% TOTAL DIRECT LABOR COSTS g 48.1M TOTAL 55,696.45 TOTAL FRINGE BENEFITS $700.00 $2,000.00 $0.00. $300.00 SUBTOTAL $3,000.00 GEOTECHNICAL CONSULTANTS, INC MARUM AND ASSOCIATES LEIGHTON AND ASSOCIATES, INC. SUBCONSULTANT FEE INDIRECT COSTS FEE TOTAL COST • OVERHEAD & GENERAL NA91 SWU(TRAFEEI . WK4 $0.00 $0.00 $0.00 SUBTOTAL $0.00 BALE TOTAL 5•00% $0.00 TOTAL DIRECT COSTS BALE IL TAL 114.51% $13,555.69 TOTAL INDIRECT COSTS BALE 10.50% $11,838 $11,838 $5,696 $3,000 $13,556 $3,264 $37,355 000452 EXTRA WORK REQUEST NO.1, REVISION NO.2 UTILITY SURVEY/AGENCY COORDINATION 18-Apr-97 FEE RAM 10.50% $4,273 INDIRECT COSTS OVERHEAD &GENERAL 13A1E IQTBL 114.51% $17,743.32 TOTAL INDIRECT COSTS $17,743 DIRECT LABOR NAME FUNCTION =al HOURLY BATE TOTAL PROJECT PRINCIPAL 0 $56.00 $0.00 J. CHAPMAN PROJECT MANAGER 44 $35.00 P. BAKER SURVEY MANAGER 70 $2a1.510.00 0.00 6 .00 a2 T. THACKER FIELD COORDINATOR $29.00 3 R. LEW SR. PROJECT ENGINEER ,0.00 50 a28.00 $1,40 0.00 PARTY CHIEF 108 $28.00 $3,024.00 PROJECT ENGINEER 0 $26.00 $0.00 ASSOCIATE SURVEYOR 50 $24.50 $1,225.00 CHAINMAN 164 $24.50 $4,018.00 ENGINEER 40 $22.00 $880.00 TECHNICIAN/CADD 48 $18.00 $864.00 PROJECT ADMINISTRATOR 16 $19.00 a304.00 CLERICAL o a17.00 $0.00 TOTAL HOURS 598 SUBTOTAL COLA 0% TOTAL DIRECT LABOR COSTS FRINGE BENEFITS $AIE TOTAL 48.12% $7,456.19 TOTAL FRINGE BENEFITS OTHER COSTS TRAVEL COSTS $1,000.00 REPRODUCTION a1,000.00 CADD/COMPUTER $0.00 MISC COSTS (FEDEX, EXHIBITS, ADS, ETC. $600.00 SUBTOTAL $2,600.00 SUBCONSULTANTS GEOTECHNICAL CONSULTANTS, INC MARUM AND ASSOCIATES LEIGHTON AND ASSOCIATES, INC. $0.00 $0.00 $0.00 SUBTOTAL $0.00 SUBCONSULTANT FEE CIE TOTAL 5.00% $0.00 TOTAL DIRECT COSTS $2,600 TOTAL COST $47,567 $15,495 �Q $15,495 $7,456 N:191 SWV(TRAFEEI.WK4 000453 EXTRA WORK REQUEST NO.1, REVISION NO.2 GEOTECHNICAL COORDINATION 18-Apr-97 • DIRECT LABOR NAME FUNCTION J.CHAPMAN R. LEW FRINGE BENEFITS OTHER COSTS PROJECT PRINCIPAL PROJECT MANAGER SR. PROJECT ENGINEER PROJECT ENGINEER ENGINEER TECHNICIAN/CADD PROJECT ADMINISTRATOR CLERICAL TOTAL HOURS HOURLY HOURS RAM 0 $56.00 0 $35.00 0 $28.00 0 $26.00 0 $22.00 0 $18.00 0 $19.00 0 $17.00 TRAVEL COSTS REPRODUCTION CADD/COMPUTER MISC COSTS (FEDEX, EXHIBITS, ADS, ETC. SOUBCONSULTANTS GEOTECHNICAL CONSULTANTS, INC MARUM AND ASSOCIATES LEIGHTON AND ASSOCIATES, INC. SUBCONSULTANT FEE INDIRECT COSTS FEE TOTAL COST • OVERHEAD 8 GENERAL N:191 SWVCTRAFEEI .WK4 SUBTOTAL SUBTOTAL 0 IQIAL $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 SUBTOTAL COLA (1) poi TOTAL DIRECT LABOR COSTS RAIE TOTAL 48.12% $0.00 TOTAL FRINGE BENEFITS $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $2, 571.00 $2,571.00 RLE TOTAL 5.00% $128.55 TOTAL DIRECT COSTS BALE DIAL 114.51 % $0.00 TOTAL INDIRECT COSTS BALE 10.50% SO $2,700 $0 $0 $2,700 000454 • • • IOW 11101411311011111141 93O1AN39 391fNd N0110f 9:119NOO 9.3N019311W 3ONIf1919ri ON10019 9.3N01931161 31U 7VPill t - 3N01931IW lON1N03133f Otid t - 3N01931I19 3111111931t101A31013A31 10' 111Z001. g ]inotf 11f 9 Z 'ON NOISIA38 I. 'ON 1S3f10321 AHOM V211X3 11VM ONf10S A1180121d - 1.6 311101i 31d1S if) O O O "viol _ens • GCVO WIN Q31 NIVHO MnS OOSSV 331HO ILIHYd ONI000 �1313 AVM•30-1H0111/A3ALInS - 83N13110 LIJW MLIS wd MNS_ • ar 110141UrwMr S301111139 3S11Hd NOIlOMIISNO0 9. 3NO1S31119 3ONV1SISS1/ 0090019 9 - 3N01S31119 3YSd /10/14 t • 3N01131119 lOa1N00103rOtid 1- 3NO1S31111 31 VWI1 S31L103331013n31 10' 19Z001H • 16 31now 31V1S Z 'ON NOISIA31:1 L 'ON 1S3f1031:1 H1210M b211X 11VM ONf10S J1111:1018d - L6 311108 31V1 L7 O O O • • 0 0 0 0 0 0 0 0 4 v 0 0 0 1V101 _ens 0 NIWOV Load 0 a1Sn111 IH331 0 0 0 UON3 3d 3dS 33V1S LIS S3111100SSV ONV NO1H0131 0 Yid 0 NIdd 1 9301Aa39 39VHd Nott0na1sNo0'9.3N01s311W I I 30NV1sISSV CN10ma - 3N0193144 349d 14NN411, • 3N01931O1 1 1 I ansn ansn ansn ansn osan osan 441 V91 su mutP• 4 IlliuswelddnS dsW 1sM-$010111 susgls0 911d umullss3 qqapi dsMlpond anent/quondam Bop.* pus wont' n tam ipmes'a speyg sum $61 " 41 Dupe 34sd 1dVaa 499 C 3140 sl 31M Crc 1/1 1c'c zs'c 19'C ZIP 19 1t1'C osan OSan ansn ansn tionoulPionsOONINti1 Amin Awn wepnicins Pus S N01103T100vlvoz 3NOic��w 91 srz ztrz ltrz dS3a I 10a1N00103road `1. 3N01431119 1 I NOI1dalOS30 NSV1 'ON ASV' 31VWI1S31a0333 3013A31 _10'19z00111 -If 31n0143111S Z 'ON NOISIA3H 1- 'ON 1S3f103t1 H2i0M Vt11X3 Tivm ONf10S Alit101W - 1.6 311108 31b1S • • • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 14, 1997 TO: Riverside County Transportation Commission Budget & Finance Committee FROM: Jerry Rivera, Program Manager THROUGH: Jack Reagan, Executive Director SUBJECT: Amendment to FY 1997-2001 Measure "A" Five -Year Capital Improvement Plan for the City of Blythe The Measure "A" Ordinance requires each recipient of streets and roads monies to annually provide to the Commission a five-year plan on how those funds are to be expended in order to receive disbursements for local streets and roads. The agencies are also required to submit the annual certification of Maintenance of Effort (MOE) accompanied by documentation supporting the calculation. The City of Blythe's Measure "A" Five -Year Plan was approved by the Commission at its August 14, 1996 meeting. Any subsequent additions, deletions, or substitutions to the Plan must be submitted to the Commission for approval. Therefore, the City is requesting an amendment to their Plan in order to include two new projects for FY 1996-97, a Fog and Chip Seal Project and an Asphalt Replacement Project. STAFF RECOMMENDATION: That the Commission approve the amendment to the FY 1997-2001 Measure "A" Five -Year Capital Improvement Plan for the City of Blythe as submitted. 000450 • • Oa/8G8 CITY OF BL'YTHE 220 NORTH SPRING / BLYTHE, CALIFORNIA 92225 I �G19f:3 22-6161 April 16, 1997 Riverside County Transportation Commission Attention: Jerry Rivera, Staff Analyst III 3560 University Avenue, Suite 100 Riverside, CA 92501 Dear Jerry: Enclosed is the City of Blythe's Amended Measure "A" Five Year CIP for Local Streets and Roads. This item was approved by the Blythe City Council in the adoption of the 1996/97 Comprehensive Annual Operating and Capital Budget at its regularly scheduled meeting of June 25, 1996. Please present this material to your commission in the City's behalf. If you should have any questions, please direct them to Charles "Butch" Hull, Public Works Director. Les Nelson City Manager xc: Butch Hull Patricia Stewart Measure "A" Project File 000460 .gency: ,repared by: )ate: ** ITEM NO. 1 2 3 4 5 6 7 8 9 RIVERSIDE COUNTY TRARDORTATION COMMISSION MEASURE "A" LOCAL FUNDS PROGRAM FY 1997 - 2002 City of Blythe Patricia P. Stewart Aprile 17, 1997 (amended) • Page 1 Of 1 PROJECT NAME/LIMITS 97/02 Hobsonway reconstruction/drainage improvements Engineering only ($3,000,000 project) 96/97 Hobsonway RR XXing Improvement 96/97 14th/Lovekin Signalization 96/01 Wheel Chair Ramps (ADA) ($50,000/yr for 5 years) 96/97 Brdwy Drainiage Imp/Chanslorway to Barnard 96/97 Sidewalk Improvements 96/02 Alleyway Improvements 1997 Fog & Chip Seal 1997 Asphalt Material MEASURE "A" FUNDS ($1, 000's) 3,000. 55. 45. 250. 51. 25. 118. 80. 90. NOTE: City is accumulating Measure "A" proceeds to fund Item I; currently the project is bei flayed due the large number of properties included in the hydrocarbon cleanup located on Hob ng Hobsonway. • RIVERSIDE COUNTY TRANSPORTATION COMMISSION DATE: May 7, 1997 TO: Budget and Finance Committee FROM: Susan Cornelison, Rail Program Manager THROUGH: Jack Reagan, Executive Director SUBJECT: Metrolink Fiscal Year 1997/98 Preliminary Budget The Southern California Regional Rail Authority has released the preliminary commuter rail operating and capital budget for FY 1997/98 for member agency consideration and adoption. The Commission and its counterpart agencies in San Bernardino, Orange, Los Angeles and Ventura counties must all approve their respective contributions to through adoption of SCRRA's annual budget. The Preliminary Budget totals $144 million. The version that appears in your agenda packet was created April 4, 1997. A few adjustments to tables and descriptions are being made, but staff does not expect any substantial changes. The numbers here that relate to RCTC contribution are essentially the same as those appearing in the Commission's own draft FY 98 Budget. Metrolink expenditures are divided into two major categories: 1) Operations (which also includes Maintenance -of -Way and Self Insurance Reserve replenishment); and, 2) Capital (which includes capital maintenance). Metrolink has no operating dollars of its own; instead it relies on the five member agencies, through a variety of complicated cost allocation and revenue sharing formulae, to provide the resources for commuter rail operations and overhead. Each county pays for the level of service operated within its borders, generally on a train mile basis, and a proportionate share of overhead or "common costs." Fares and other revenues are credited to the appropriate operating lines before the required subsidy is calculated. Table 2.1.2 on Page 11 shows RCTC's share of operating subsidy to be $3,033,200, or 7 % % of the total. The Commission's contribution is approximately 10% above last year, reflecting the greater number of train trips scheduled on both the Riverside and Inland Empire lines. The narrative on Pages 7 through 34 describes the various elements. RCTC's funding source for operating subsidy is the earmarked 20% of western county TDA (Transportation Development Act) funds, both Local Transportation Funds and State Transit Assistance Funds. 000463 Capital projects and capital maintenance are funded through a combination of local funds, state bonds (almost completely expended), grants, a leveraged lease transaction, and some intercity rail and Amtrak allocations. For the first time, RCTC will be able to use some of the federal funding it has accrued toward one or more of the capital projects. For next year, as in the current year, RCTC is able to significantly reduce its local contribution of new capital funds due to a refund of state sales taxes that had previously been collected on locomotive and passenger car purchases. The tables on Pages 36 and 48 summarize new capital and capital maintenance. A description of each project is included in the narrative. RCTC has only a 2% funding share of new capital, which this year includes a 100% local match for a $850,000 TCI grant for rolling stock. The $850,000 local match will be funded by the sales tax refund and FY95/96 savings. The remaining $172,200 new capital contribution will come from RCTC's State Transit Assistance funds. The Commission's share of Capital Maintenance is even lower at only 1.1 % of the total. This is because rail lines serving Riverside County are mostly owned by private freight railroads, and the only right-of-way maintenance that is charged to RCTC is on property at the downtown Riverside layover and along the River Corridor (east and west banks of the Los Angeles River). Capital maintenance of the system's rolling stock (see System - Mechanical, last entry on table 3.2.1) is entirely funded by proceeds of the leveraged lease transaction completed last year. The following summarizes RCTC's contribution to SCRRA, based upon the Preliminary Budget: Total Operating Expense $72,981,000 Less Revenues -32,601,000 145% Recovery Ratio) Total System Operating Subsidy RCTC Share RCTC Fund Source LTF (from 20% of west $40,379,800 $3,033,200 county share) New Capital $1,022,201 , $44,345,073 (850,000) Refund on deposit at SCRRA f $ 172,201 State Transit Assistance Capital Maintenance $27,230,965 $ 236,806 TDA (LTF + STA) • • • 000464 • Financial Assessment Project Cost New local contribution from RCTC: Up to $3,650,000 Source of Funds Transportation Development Act (LTF & STA) Included in Fiscal Year Budget N For Fiscal Year 1997-98 Budget Year Included in Program Budget Y Year Programmed 98 Approved Allocation Year of Allocation Budget Adjustment Required N Financial Impact Not Applicable STAFF RECOMMENDATION: That the Commission adopt the Metrolink FY 1997/98 Preliminary Budget and approve an RCTC budget allocation to the Southern California Regional Rail Authority in an amount not to exceed $3,650,000. 004465 • • SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY FY 1997/98 PRELIMINARY BUDGET Gera.) . _ _ 97 SECTION 1 EXECUTIVE SUMMARY 1.0 INTRODUCTION The Joint Exercise of Power Agreement establishing the SCRRA requires that body to approve a preliminary fiscal year budget and to submit it to the Member Agencies by May 1 of each year for their approval. A final budget is to be approved by June 30. The Executive Summary section offers an overview of the Budget and its hi details the Operating Budget, and Section 3 covers the Capital Budget, highlights. Section 2 1.1 BUDGET OVERVIEW The preliminary FY 1997/98 Metrolink Budget is over $140 million. All budgets are preliminary as we do not yet have operating costs from Amtrak This preliminary budget will be revised once those numbers are received. In addition, inclusion of many of the New Capital and Capital Maintenance projects is contingent upon the award of state or local funding. If funding is not awarded in the April or May awards, these projects will be removed. The preliminary Capital Budget is 50% of the overall budget compared with 44% in FY 1996/97. The budget illustrates the continuing growth and efficiency of Metrolink operations. In FY 1997/98, the average daily ridership is projected to increase to over 24,500, a 7.2% increase from the expected FY 1996/97 average. Similarly, annual train -miles will increase to 1,431,151, a 21.0% increase. Operating expenses grow 0.6% from the FY 1996/97 Budget, revenues 4.1 %, and annual operating subsidy will increase 2% to $40.4 million. Revenue recovery for next year is expected to be 47.2%, a slight increase over the 46.9% projected for FY 1996/97 (in past years, actual revenue recovery ratios have been higher than the budget projection). Subsidy per rider is projected to decrease to $6.45 and subsidy per passenger- mile to $0.18 compared with $6.77 and $0.19 respectively in the FY 1996/97 Budget. Member Agency local funds provide roughly 40% of the funding for the budget with other sources, primarily State grants and farebox revenues s making up the balance. Table 1.1.1, following this narrative summarizes the entire budget. 1 QQ 466 1.1.1 THE OPERATIONS BUDGET Service Levels. No new lines are proposed for FY 1997/98. Service levels assume continuation of the service operating in March 1997. As compared with the FY 1996/97 Budget, the following service was added after Budget adoption: • • a new round trip on the Inland Empire Line, • a new round trip between Los Angeles and Irvine, and • Saturday service on the Lancaster Line. New extensions of service to be added May 11, 1997 include: • a midday round trip to Lancaster, • one new Burbank Airport round trip, and • extension of one Los Angeles to Burbank train to Burbank Airport. New service to be added after July 1997 upon delivery of new equipment includes a "loop train" which provides the following service: • a morning inbound peak train on the Riverside Line • an evening peak train on the Orange County Line from LAUS to Irvine • an evening peak train on the Inland Empire -Orange County Line from Irvine to Riverside. This "loop train' will be costed incrementally, as it is a demonstration which will test the effectiveness of the service which provides only a one-way train on each of three different lines. On November 1, 1997 the following service will be added: • extension to Oxnard of the midday round trip on the Ventura Line which currently turns back at Moorpark, • six additional trips between Los Angeles and Burbank Airport, and • two new trips between Burbank and Los Angeles. Two new stations are forecast on the Riverside Line in FY 1997/98: in Montebello and Pomona. The line extensions added in response to the Northridge earthquake remain in the system with continuing service to Lancaster and Oxnard. Saturday service on the San Bernardino Line continues and is identified as a separate line item in the budget as is the new Santa Clarita Saturday service. Revenues. Metrolink fares are assumed to remain unchanged in FY 1997/98 including the annual 25% adjustment in the December monthly pass price. The one -zone discount for the Antelope Valley stations are also assumed to continue for the FY 1997/98 fiscal year. The FY 1997/98 net fare revenues are expected to be 4.9% higher than in FY 1996/97. Combined operating and MOW revenues are budgeted 4.1% higher than revenues for FY 1996/97. 2 • • • 000467 • • • Expenses. Total train -miles are 21%more than in the FY 1996/97 Budget (primarily due to service added in FY 19%/97). However, the total operating expenses rise by only 0.6%, while the net operating subsidy required from the Member Agencies increases by only 2%. Ordinary maintenance for FY 1996/97 is projected at $44,166 per track mile compared to $46,255 for FY 1996/97. This decrease of 4.5% is primarily due to completion of extensive capital improvements on several lines. • Common costs in the operating budget represent about one-third of the expenses and continue to be allocated to member agencies using the Point -in -Time formula used in FY 1996/97 adjusted for FY 1997/98 service levels. Operating Goals. The revenue recovery, excluding casualty and liability costs for FY 1997/98, is projected to be 47.2%. This exceeds the 40% goal established by the SCRRA for the third full year of operations, with an average system age of 3.6 years at the beginning of FY 1997/98. Subsidy per passenger -mile is expected to average under $0.18 compared with $0.19 for FY 1996/97. These statistics are provided in Table 1.1.2. Staffing. Two new permanent positions are recommended: an accounting assistant and a safety education/FRA rules instructor. Six intem positions (half paid for by the Transportation Foundation) are also added in lieu of the Engineering Apprentice position. A pool of $181,257 (3%). is included for merit increases. Total staff costs are projected to increase 2.9% as compared with FY 1996/97. Included in staff costs is an estimated $700,000 of administrative support services provided by the MTA. Reflecting the completion of the SB 1402 Capital Program, some staff costs are shifted from the Capital Budget to the Operating Budget, and total staff costs in the Operating Budget increase 9.5%. 1.1.2 THE CAPITAL BUDGET The SB 1402 capital program is completed and there are now just two elements of the Capital Budget. Budgets for New Capital and Capital Maintenance are described in Sections 3.1 and 3.2 of the Budget. Upgrade of Terminal Tower and the River Corridor are two projects which are carried over from the FY 1996/97 New Capital Budget. The Terminal Tower project is funded by $8 million in State Intercity funds, $2.5 million from Amtrak and $4 million in Member Agency funds. Only $2 million of this $14.5 million project is carried over into FY 1997/98. The River Corridor Project is funded by $7.775 million in State Intercity funds. The Capital Budget also includes modification of the Central Maintenance Facility, acquisition of 18 new TVMs and a number of new capital projects to improve and expand service. Many of the projects included in the Budget are contingent upon the award of state funding from the FY 1997/98 Transit Capital Improvement Program. Similarly, all of the proposed new MTA-funded projects are contingent upon approval of funding in MIA's Call for Projects. 3 a 000468 The Capital Maintenance Budget includes completion of work on the Ventura Line. The total project is funded with $12.6 million in State funds and $1.3 million in MTA local funds. The Capital Maintenance Budget also includes a variety of projects which ensure rights -of -way, plant, and equipment are maintained in good condition and that the current level of service on rights -of -way owned by SCRRA member agencies is maintained. As in FY 1996/97, Capital Maintenance on rolling stock will be funded by interest revenues from a U.S. Leveraged Lease Transaction on the SCRRA.rolling stock. This Budget also includes funding for engineering support to provide for conceptual level engineering and cost estimates for future capital projects in order to answer the most basic feasibility and cost questions. 4 t 000469 8'O9£'OZ! B"►t EM Z 9►L'llt 9'O9CITS O'o0Z'1f S'ZLOIS C'9►9'61f O1►►'1S 3O1MW31SAS L6/0Z/CO slx"eswns Wan?! L'CRS Z'S►ZS L'9Sf 0 999f 0"► VES 9'L9L'>S o'oif 611,1f CDS Ve1Ef 6'OZZf C'1911$ ►11ZZS 6'99$ L'9SS 9199$ L'tL619 313A 9'O6LtLS 6"►99$ 9 1es'Es Z ZStf O'L00'l$ Z"S91'LS 8'O6L'£LS e'►69$ 04'66' 19 Z160Zf 911, 0'0►f VOTES L'ELLS Z'9L0'tf Z191$ 9'69VIS L' 10►'CS OVBNVS L'Lf0'L! 916Z$ Z'Oita t'► 1$ 9'003 9"►S0'►f viola Z101s L'96Zf O'099S 64011 014 Z'91$ 0'0Z►' is 9'99Zf t iL6f 1'►1Zf 9.00ZS 9'6t9'Zf oloa ne£'LLS E L91'►f 9"LLO' 1 S 0'OS 9'9£S'ES 1 Z9S'9S WeCeLLS 9'69£'t f 9'99►f L'Zcvtf 9'919f O'9ZZ'►S 1'91L'Zf L'169f 0'0$ 6'£90IS VOZL'ES V1OO raeLLS 61P0'69 ►'►Z►'SZS 9' Z►9f 9'996'6f 9' 11 t'Zef Z'L9Z'LL 1 •£►L'01S O'99e'ZS 6'►06$ ►'St►lets O'OOS'LS 1'9S9'E1f 9'Z►9S 6'1L9'SS 9.199'L t f V1WOV1 %0'001 X9'91 %COE %L'0 %9' 11 %Elie %0'00 t O'LSS'►btS o tez'czf 1'9►E'►►f 9190' 1 f 9169'91$ 911E'SSf O'LSS'tltt %0'0 %90 %r0 %W1 %Clot %We 1 %Z'Z %0 1 %c'► %Z't %9'91 %6'L %9't t %L'0 %L'9 %9'OZ 0 01$ O'00z'tf 91P9f Z'69e'ZS 9'9►614$ e'9►9'61f S'e61'ef oz►r'ts ►'1►9'9f 9113t f t'9S6'CZS O1P9►'ttf 0199'91f 9190' 11 £'9►L'6f 6'E99'6Zf 1V1O1 4O% c6/966t Ad 1V1O1 S321n11O143dra O3S0d02id 11/101 33NVN31NIVW lVlldVo N (91N314133a01/ ONI1V83dO) 33NVN31NIVYV AVM-A0-3ONVN3INIVW (MOW S3O013X3) 321n11ON3dX3 ONI1V113dO 113a1111ON3dX3 s3Oanos iJNlaNnd mum lolalSlO Noun -nod aIV A1Nnoo VaniNyt OV02111Va OIdIOVd NOINn saNnd 11/113O3d SONnd 31V1S a3H1O L6/9661 Ad woad saNnj XVa1WV/31V1S dO a OAaavo L6/966tAd WOW SOMA 1V301 AO a3A0A21aV3 9033OO1dd 3SV31 NO 1932131N1 9311N3A3a MOW S3nN3A321ONI1Va3d0 911O3NV1133SI11 S2134SNVa1 JO 13N 3nN3A311 XO83aVd 33NVN31NIVW 1V11dV3 VN (S1N3W33NOV ONI1Va3dO) 3 0NVN31NIVW AVM-d0-3ONVNaLNIVW ON1LVa3dO SONnd 1V301 4000 1f) 13Jane 86/L661 AA AUVNIIN113Nd AimoiunV 11Va 1VN010U VINa0311V0 Na3H1110S L' L' L 318 V1 • • • &I it t tOuil-tt* Y![61 trnal s • aseal aois BwUa pue 'swlp 'wrywaJd aauexIsW sapnpxa Aianoaai anuanaa (Z) •sauy Bupeiado-uou pue Bu• endo uo mops/ pus �l4048yy Jo/ sasuadxa pe apnpul woo •sapuaBe Jagwaw lenmpul o/ anp 4egwy pue 3481a4 wog san anaJ Mpyy pue 'sea/ Bumedslp 'xogace/ apnpul sanuanaa (i) :saioN %Z'L► VotLZ %►'99 _ 10'1ES Z£'Ltis IVIPZ$ £I'9ZS 91•'Zt•S IrS'SSs a914 6Z'1'>'S SO1Ss SZ'£9s £8'i9S 0020 914S SIPS 9FOs 91''OS Sf'9s 0911$ ££'Os Z9'0$ 69.11s 1L'WS r109'ZEs VOES'IS 91ILE'014 O'149'14 L'LI£'SSS E'£EE'Ss O'196'Z/$ S'PL0'9s zs'rs 60'O$ WEs sz'os ZE'6$ 6'SZVLs S'111•'rs c'sIs'8s V099' 13 SIPS Z I'OS Zrtis MOs zL'es 9'99etS f'£So'Ss 9'SS6'Ls O'04£'6s E6'L£s E1'LEs L6'1,Zs 14014 Z£'14$ ZI'017$ LIENS OE10 S0'11$ OS'ES 6E3 E94$ OVOS 0£'OS IP 'OS SE'11$ ZO'6$ 11'14 Si'0$ Li oS OE'0s ZO'LIs 11,41s E8'6$ 946109$ ` Z ZOO' 1 IS O19L' I Is 9'96V9IS 1'061'14 O1110'Ls 1,31£'8s O'90Z' 11S S'EL9'6$ L'60£'13 S'OSE'EIS E'£96'L 1S 9'S£ S'££ 6'L£ Z'Ot 0'9 911'ZO£'I ££0'96ZZ9Z 9E YOE Vet Oa16L'ZZZ SL9'£Z9'6 OO9'ZZ£'91, OOZ'110'£1, 806'OL£ 009'S10'L£ 009'£t9'£Z 98S'09S'09 9SS'ta OS 1' I 000's OOrli £9 t £9119Z'9 OSZ'£6Z 000'SLZ' I 000' ILO' I 9£S'91• 000'696 SL'LLL SZ9'6Z9' I tem. eun sun eun : stun eu '0O sBuei!1 sun soli O AlunoO eppienla Nuegm8 Ae11eA Aluno3 outputting e�idw3 PUelul e6ueip edoleluV ennlueq ueS (Z) AJanoaaa anuanatl aIUN Well / APls9eS (MOW o/M) aim W811 / Poo dO aUW Wwl / isoO dO :nauelal//3 83I/U0S /a6uassed / alle3 6AV aim Ja6uassed / APlsgnS Ja6uassed / AP!sgnS al!W JaBuassed / 1800 dO /a6uassed / iso0 dO :sseueng0e//3 4803 �a (I)sanuanaa (MOW /M) APPgnS (MOW 0/m) isoO 6upendO (MOW /18)1803 BusendO 1000 = $1 18130e013 (salmi) 6ny sallW Well saw/ nfluassed dl4wePlli APO a6eJanV sfiupieog JaBuessed :sa13 wns uuneJauO 3NI1 A8 SOIISIIVIS 86/L661 Ad awns 96/L661. A3 AilVNIWIl31/d All1IOHIf1V llVil 111NOIJ311 VINI/0d11113 NIGH1f1OS 31EIV1 • • • • SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY FY 1997/98 DRAFT BUDGET SECTION 2 OPERATIONS 2.0 INTRODUCTION This section presents the Operating Budget. Section 2.1 provides an overview of the Operating Budget. Section 2.2 includes line item detail and descriptions for Metrolink train operations, excluding Maintenance -of -Way (MOW) expenditures. Section 2.3 details MOW revenues and costs by line segment and describes factors affecting these costs. MOW on both operating and non -operating lines is included. 2.1 THE OPERATING BUDGET The Operating Budget includes Metrolink operating and maintenance expenses and revenues at a summary level, and shows how the net subsidy required is allocated among the Member Agencies. Metrolink operations and MOW expenses and revenues are shown together in Table 2.1.1. Table 2.1.2 shows the allocation of resulting operating subsidies among the Member Agencies. The Member Agencies receive MOW revenues by virtue of their ownership of the rights -of -way (ROW). They have each asked SCRRA staff to manage and collect these revenues, and they use them to lower the need for local funding of ROW maintenance costs. Accordingly, these Member Agency revenues are now shown in the SCRRA Operating Budget, and are included in calculations of the system's "revenue recovery" (see Table 2.1.3). Similarly, all MOW expenses on Metrolink operating and non -operating lines are included in these calculations. The service assumptions underlying the Operating Budget are shown in Tables 2.1.4a and 2.1.4b including Saturday service on the San Bernardino and Santa Clarita Lines. 7 000472 2.1.1 OPERATING BUDGET COMPARATIVE SUMMARY (Table 2.1.1) Table 2.1.1 shows the total FY 1997/98 Operating Budget and compares it to the FY 1996/97 Budget. MetroIink fares are assumed to remain unchanged in FY 1997/99, and the annual 25% adjustment in the December monthly pass price is assumed. In addition, the one -zone discount for the Antelope Valley Stations will continue for the 1997/98 fiscal year at LACMTA staffs request. Revenues on the Santa Clarita Line reflect the discount and LACMTA bears the full cost in its funding share. FY 1997/98 fare revenues are expected to be 4.9% higher than the FY 1996/97 Budget. Total revenues increase by 4.1 %. Amtrak Train Operations expenses are estimated at $25.6 million. This is a placeholder amount until we reach a negotiated amount with Amtrak for the projected FY 1997/98 service. This amount represents a decrease of 2.7% compared with the FY 1996/97 Budget and is based on SCRRA staff estimates for the proposed service levels. Train -miles increase 21% compared to the FY 19%/97 Budget. This large increase is primarily due to the service already added in FY 1996/97. The increase in train miles combined with an increase in fuel prices results in a 36.4% increase in fuel expenses. Each Member Agency, receives more train -miles than in FY 1996/97. Sixty-two percent of all train -miles will be operated in Los Angeles County, fourteen percent in Orange County, thirteen percent in San Bemardino County, six percent in Riverside County, and five percent in Ventura County. The expenditure budget for operations is 0.6% higher than the FY 1996/97 Budget. The subsidy for operations increases by 2.0%. The subsidy per passenger -mile is expected to be $0.18. Passenger Services shows an increase of 11.4% due to increases in the Safety Budget due to APTA and federal requirements, and increases in Customer Information Services which grow as ridership grows. General and Administrative (G&A) costs in the Operating Budget show a 3.9•)/0 increase due primarily to a shift in staffing costs from capital. Insurance also increases 12.0%, primarily from anticipated claims and associated administration costs. More detail is provided in Section 2.2. MOW costs are detailed in Section 2.3. With an average system age of 3.6 years at the beginning of FY 1997/98, Metrolink has already exceeded its adopted three-year goal of a 40% recovery ratio. The "revenue recovery" ratio for FY 1997/98 is projected to be 47.2%. 8 000473 Yid 61 C L6/61/C dux✓J six B6[61ooessi3ocine s %OZ %9'0 (%L'£) % l'Z %L'S %6'$ l %8'S 0/0E6 (%0'L) 0%9'L) %L"9 %0'00l %Z17Z %8'9L %WO %V9 %9' L L %S'£ %S"8 L %L'9£ 8'6L£'Oti 0' l86'ZL £'£99'L l L'L 1.£'99 9'0l9 9'69917 L'Z6£'8 9'0Z9'Z O'0LS`£L O'SZ9'9Z %0'00 L L' l09'Z£ %0' LZ VL17819 %0'6L L'£9L19Z aseamea jelol /ase9.13u1 % Jo %' la6pn8 la • pne 86/L6 Ad %0'00 !. %£'9Z %/.1,L %WO %C5 % l't %9'L L %£'9£ %0'OO L lZ %W I?L plc) Jo % 9'Z89'6£ £'VZ9'ZL 9"9££'8 L L'L8 L'ti5 9'LS 0'69 L'17 £'£L0'8 Z"Z9Z'Z £'89L'Z l 8'90Z'tr£ V'titi8'£9 £117l'Ll l'OOL'9ti L'8l9'9 £"LZl'9 £'Z08' L 0'££6'0 L 8'PZZ'ZZ L'Lti6'Z£ 911£916Z 6'096'9 L't+LS'9 8'09£17Z 6'£90'£Z lapn8 slenloy L6/96 Ad 96/96 Ad AppgnS 6uileiad0 laN sesuadx3 le}ol sasuadx3 MOW IelolinS swielo g aouemsul V'90 seowagJa6uassed suogeiad0 ule�l sd0 weal 4eilwy sesuadx3 lugoilaW senuanaU lelol sanuanaa MOW sanuanaa 4ugalay11 (o00=s) AaVWWnS 3A11V21VdW001300(18 9N111R13d0 13J0f18 86/L66L Ad AINNIW11321d J111210H1f1V 11VM 1VNOIJ321 VINHOA111/0 NN3H1f10S 1••VZ 318V1 o� • • • 2.1.2 OPERATING SUBSIDY ALLOCATION BY COUNTY (Table 2.1.2) Table 2.1.2 shows the allocation of local funding actually required for operations. Line -Allocated Subsidy. Line -allocated subsidy represents the direct costs attributable to train operations on each line less line revenues. Incremental Service. The costs related to the "loop train" which is costed incrementally, as it is a demonstration which will test the effectiveness of the service which provides only a one-way train on each of three different lines. Amtrak and fuel expenses are split to the counties on the basis of route miles. Common Costs. Common costs are those costs that do not directly vary with the number of trains operated. They make up one-third of all operating costs, and include functions such as the public safety program, marketing, administration, and core security. Table 2.1.2 allocates costs to lines and Member Agencies on the same basis used for the FY 1996/97 Budget, updating the "point -in -time" formula for the new service assumptions. Table 2.2.1 showing the detailed calculation of the formula is included in Section 2.2. Costs Funded by SIR. In prior years this figure was the amount of the Self -Insured Reserve (SIR) estimated will be needed to pay for repairs to equipment and for claims and was deducted from member agency subsidies. This year, subsidy is not reduced by SIR expenses. MOW - Net Subsidy. MOW -net subsidy is the difference between MOW revenues and expenses on both operating and non -operating lines. Total County Allocation. The total county allocation is the operating subsidy due from each member agency. 10 000475 WV [► L 16/0Z/C olaoo1W-sp p6L61flp816613001181 S (VA) (OW) 6'969'Z 67119'Z S'ZSS L. L' LL6' L S'9£9' I Z'££ I E'1•Z 0901 321VHS 313A (%£) (rut) L'S96't•. rem, 9' I Z 91ZZ' I Z'ZS I riot Z'Sb6'Z S'OE 9RP L'£L £'Z9I 6'£0I £'Ot L"SZ 321VHS OVONVS %0I Z'L9Z O'99L'Z Z'££0'£ 990Z VPIZ 9'9191 1•' I IO'Z 6'90I ZOOS 0'61• 9313£ 9'9S 321VHS 3139 %LI Z'OL9 Z'1•IZ'S ti'b9L'S 6'£90'Z. 9'OZL'£ 1•'9IZ'b L"L91 (9'S99) S'Z9 1►11S (S'S1,e 1) 321VHS V100 %L £'914 L'6I0'n O'991'11 L'9 Z'S99'S 9'Z69 S' L99'L L 9"Z9S'Z I V09I 9'90I'9 111Z L't•SS (9'Z I£) L'91 I 9'E>'6'E L 21,6 6' 6E I L' I I 321VHS V1W0V1 %Z £'L6L 9299'6£ 9'6L£'Ots S'SZ 991L'6 9190' I 6'£99'6Z I'9LS'£Z 9'S91• Z'ZOS'S 93,Zt O'LEL 6'910' I (E"9SS' I) 91IZ 9'M'S L'Zit 9'£11 1r'L£ 96/Z6 Ad 1V101 391/3210NI 1N30213d (3M/3213301/3 M/393Ni (211S '10N1) amine 16/96 Ad (2119 10N1) NOW/3011V M A111031V101 S3NI1 ON111/213d0-NON 93N11 ON1111213d0 S1N3W3321JV 11V21 Amens 13N MOW 1dN1102113W - NOI1V30111/A1N1100 (3WI1-NI-1NI0d) 91903 NOWW00 301A2139 1V1N3W3213N1 Amens 031113011V 3N111V101ens saoayssvewv 301A213S Ava21n1VS 3NI1 '03 3ONV210 - 3211d1N3 OWN! 3NI1 A1Nf100 301k1V210 (dn) 3N113019213A121 31411 A311VA 3d0131NV HIEIOMS1VH0 31461 m.Nn00 V21n1N3A 3NI1 ON1021VN838 NVS Amens 031V00111, 3NI1 (0004) A1N1100 Ae NOLO/3011V Amens ON111/213d0 A11210H1nv 11V211VN010321 VIN210317 3 N213H1f109 Z'67 31eV1 • • 2.13 ESTIMATED FY 1997/98 OPERATING STATISTICS BY LINE (Table 2.13) Table 2.1.3 shows the resulting estimated operating statistics by line for FY 1997/98 and the calculation of various performance ratios. The allocation of costs to lines is based on the FY 1996/97 formula, updated for added service. Metrolink will have operated an average of 3.6 years (prorated based on when each route opened) at the beginning of FY 1997/98, and expects to achieve a 47.2% revenue recovery ratio, exceeding its adopted three-year goal of a 40% recovery ratio. Subsidy per passenger -mile is expected to be $0.18, which is very competitive compared to other operators' performance in the region. 12 e • • • 400477 • • • $59.30 $56.87 $44.32 $40.64 $37.13 $37.93 O O 56.4% 39.7% 34.8% CD tiZi. Notes: (1) Revenues include farebox, dispatching fees, and MOW revenues from freight and Amtrak due to individual member agencies. CO Costs include a9 expenses for Metrolink and MOW on operating and non -operating Imes. (2) Revenue recovery excludes insurance premiums, daims, and rolling stock lease. TABLE 2.1.3 SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY PRELIMINARY FY 1997/98 BUDGET FY 1997/98 STATISTICS BY LINE Passenger Boardings Average Daily Ridership Passenger Miles Train Miles Avg Trip Length (miles) Financial I $ = 0001 Operating Cost (w/ MOW) Operating Cost (w/o MOW) Subsidy (w/ MOW) Revenues (1) Op Cost / Passenger Op Cost / Passenger Mile Subsidy / Passenger Subsidy / Passenger Mile Avg Fare / Passenger Op Cost / Train Mile Op Cost / Train Mile (w/o MOW) Subsidy / Train Mile San Ventura Antelope Bernardino Count Orange Inland Empire Y Vailey Line Une Burbank Riverside County Orange Co. Une Turns . Line Line Line Total 1,829,625 777,750 969,000 46,538 1,071,000 1,275,000 7,175 3,050 3,800 183 293,250 6,262,163 60,560,588 23,643,600 37,015,800 370,908 43,054,200 48,322,500 9,823,875 222,791,470 33233.1 188,963 290,088 31,443 179,622 183,243 33.1 30.4 38.2 8.0 96,033 1,302,116 40.2 37.9 33.5 35.6 $17,983.3 $13,350.5 $8,309.7 $9,673.5 S11,206.0 $8,374.4 $7,016.0 S4,190.1 $16,496.8 $11,788.0 $11,002.2 $5,494.6 $9.83 $14.41 $17.02 $0.30 $0.47 $0.45 $4.54 $9.02 $11.35 $0.14 $0.30 $0.30 $4.53 $3.79 $3.50 $54.05 $40.12 $24.97 $9,340.0 - $7,955.8 - $5,053.4 - $4,2136.6 $8.72 $0.22 $4.72 $0.12 $4.25 $11,880.4 $8,515.7 $4,454.5 $7,425.9 $9.32 $0.25 0.49 $0.09 $4.52 S6,074.5 $5,333.3 $4,544.0 $1,530.4 $20.71 $0.62 $15.50 $0.46 $4.25 $52.00 $44.29 $28.13 0 .8 /0 66.4% 27.2% 47.2% $64.83 $46.47 $24.31 $63.25 $55.54 $47.32 $72,981.0 $55,317.7 $40,379.8 $32,601.1 $11.65 $0.33 $6.45 $0.18 $4.18 $56.05 $42.48 $31.01 S MUDCET991BDGT9799 ■1►Lgef 3/1947319 PM 2.1.4 SERVICE ASSUMPTIONS (Tables 2.1.4a, 2.1.4b) Tables 2.1.4a and 2.1.4b detail the service assumptions used in preparing the budget. No new lines are proposed for FY 1997/98. Service levels assume continuation of the service operating in March 1997. As compared with the FY 1996/97 Budget, the following service was added after Budget adoption: • a new round trip on the Inland Empire Line, • a new round trip between Los Angeles and Irvine, and • Saturday service on the Lancaster Line. New extensions of service to be added May II, 1997 includes: • a midday round trip to Lancaster, • one new Burbank Airport round trip, and • extension of one Los Angeles to Burbank train to Burbank Airport. New service to be added after July 1997 upon delivery of new equipment includes a "loop train" which provides the following service: • a morning inbound peak train on the Riverside Line • an evening peak train on the Orange County Line from LAUS to Irvine • an evening peak train on the Inland Empire -Orange County Line from Irvine to Riverside. This "loop train' will be costed incrementally, as it is a demonstration which will test the effectiveness of the service which provides only a one-way train on each of three different lines. On November 1, 1997 the following service will be added: • extension to Oxnard of the midday round trip on the Ventura Line which currently tunas back at Moorpark, • six additional trips between Los Angeles and Burbank Airport, and • two new trips between Burbank and Los Angeles. Two new stations are forecast on the Riverside Line in FY 1997/98: in Montebello and Pomona. The line extensions added in response to the Northridge earthquake remain in the system with continuing service to Lancaster and Oxnard. Saturday service on the San Bernardino Line continues and is identified as a separate line item in the budget as is the new Santa Clarita Saturday service. 14 F • • • 000479 TABLE 2.1.4a • • • SOUTHERN CALIFORNIA REGIONAL RAIL AUTHORITY PRELIMINARY FY 1997/98 BUDGET SERVICE ASSUMPTIONS Existing Service 1-Way Date Trips San Bemardino Line Peak Trains San Bemardino - LAUS 7/01/97 12 Montclair - LAUS 7/01/97 2 Off -Peak Trains San Bemardino - LAUS Sweeper Trains San Bemardino - LAUS Saturday Service San Bemardino - LAUS . Total San Bemardino Line Ventura County Line Peak Trains Oxnard - LAUS Moorpark - LAUS Chatsworth - LAUS Off -Peak Trains Oxnard - LAUS Moorpark - LAUS Chatsworth