HomeMy Public PortalAbout09 September 15, 2021 CommissionMEETING AGENDA
TIME/DATE: 9:30 a.m. / Wednesday, September 15, 2021
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
Pursuant to Governor Newsom's Executive Order N-29-20, (March 18, 2020), the meeting will only be
conducted via video conferencing and by telephone. Please follow the instructions on the following page to
join the meeting remotely.
COMMISSIONERS
Chair —Jan Harnik
Vice Chair — V. Manuel Perez
Second Vice Chair — Bob Magee
Kevin Jeffries, County of Riverside, District 1
Karen Spiegel, County of Riverside, District 2
Chuck Washington, County of Riverside, District 3
V. Manuel Perez, County of Riverside, District 4
Jeff Hewitt, County of Riverside, District 5
Kyle Pingree / Alberto Sanchez, City of Banning
Lloyd White / David Fenn, City of Beaumont
Joseph DeConinck / Johnny Rodriguez, City of Blythe
Linda Molina / Wendy Hewitt, City of Calimesa
Jeremy Smith / Larry Greene, City of Canyon Lake
Raymond Gregory / Mark Carnevale, City of Cathedral City
Steven Hernandez / Denise Delgado, City of Coachella
Wes Speake /Jim Steiner, City of Corona
Scott Matas / Russell Betts, City of Desert Hot Springs
Clint Lorimore / Todd Rigby, City of Eastvale
Linda Krupa / Russ Brown, City of Hemet
Dana Reed / Donna Griffith, City of Indian Wells
Waymond Fermon / Oscar Ortiz, City of Indio
Brian Berkson / Guillermo Silva, City of Jurupa Valley
Kathleen Fitzpatrick / Robert Radi, City of La Quinta
Bob Magee / Natasha Johnson, City of Lake Elsinore
Bill Zimmerman / Dean Deines, City of Menifee
Yxstain Gutierrez / To Be Appointed, City of Moreno Valley
Scott Vinton / Lisa DeForest, City of Murrieta
Ted Hoffman / Katherine Aleman, City of Norco
Jan Harnik / Kathleen Kelly, City of Palm Desert
Lisa Middleton / Dennis Woods, City of Palm Springs
Michael M. Vargas / Rita Rogers, City of Perris
Ted Weill / Charles Townsend, City of Rancho Mirage
Chuck Conder / Patricia Lock Dawson, City of Riverside
Alonso Ledezma / Crystal Ruiz, City of San Jacinto
Matt Rahn / Maryann Edwards, City of Temecula
Ben J. Benoit / Joseph Morabito, City of Wildomar
Mike Beauchamp, Governor's Appointee Caltrans District 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
www.rctc.org
MEETING AGENDA *
*Actions may be taken on any item listed on the agenda
9:30 a.m.
Wednesday, September 15, 2021
Pursuant to Governor Newsom's Executive Order N-29-20, (March 18, 2020), the meeting will only be
conducted via video conferencing and by telephone. Please follow the instructions below to join the
meeting remotely.
INSTRUCTIONS FOR ELECTRONIC PARTICIPATION
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For members of the public wishing to submit comment in connection with the Commission Meeting
please email written comments to the Clerk of the Board at Imobley@rctc.org prior to September 14,
2021 at 5:00 p.m. and your comments will be made part of the official record of the proceedings.
Members of the public may also make public comments through their telephone or Zoom connection
when recognized by the Chair.
In compliance with the Brown Act and Government Code Section 54957.5, agenda materials distributed 72 hours prior to
the meeting, which are public records relating to open session agenda items, will be available for inspection by members of
the public prior to the meeting on the Commission's website, www.rctc.org.
In compliance with the Americans with Disabilities Act, Government Code Section 54954.2, Executive Order N-29-20, and the
Federal Transit Administration Title VI, please contact the Clerk of the Board at (951) 787-7141 if special assistance is needed
to participate in a Commission meeting, including accessibility and translation services. Assistance is provided free of charge.
Notification of at least 48 hours prior to the meeting time will assist staff in assuring reasonable arrangements can be made
to provide assistance at the meeting.
1. CALL TO ORDER
2. ROLL CALL
3. PLEDGE OF ALLEGIANCE
Riverside County Transportation Commission Meeting Agenda
September 15, 2021
Page 2
4. PUBLIC COMMENTS — Under the Brown Act, the Commission should not take action on or
discuss matters raised during public comment portion of the agenda that are not listed on the
agenda. Commission members may refer such matters to staff for factual information or to be
placed on the subsequent agenda for consideration.
5. ADDITIONS / REVISIONS — The Commission may add an item to the Agenda after making a
finding that there is a need to take immediate action on the item and that the item came to the
attention of the Commission subsequent to the posting of the agenda. An action adding an item
to the agenda requires 2/3 vote of the Commission. If there are less than 2/3 of the Commission
members present, adding an item to the agenda requires a unanimous vote. Added items will
be placed for discussion at the end of the agenda.
6. CONSENT CALENDAR — All matters on the Consent Calendar will be approved in a single motion
unless a Commissioner(s) requests separate action on specific item(s). Items pulled from the
Consent Calendar will be placed for discussion at the end of the agenda.
6A. APPROVAL OF MINUTES — JULY 14, 2021
Page 1
6B. FISCAL YEAR 2019/20 TRANSPORTATION DEVELOPMENT ACT AND MEASURE A AUDIT
RESULTS
Page 13
Overview
This item is for the Commission to receive and file the Transportation Development Act
(TDA) and Measure A audit results report for Fiscal Year 2019/20.
6C. QUARTERLY SALES TAX ANALYSIS
Overview
This item is for the Commission to receive and file the sales tax analysis for
Quarter 1, 2021 (10 2021).
6D. SINGLE SIGNATURE AUTHORITY REPORT
Overview
This item is for the Commission to receive and file the Single Signature Authority report
for the fourth quarter ended June 30, 2021.
Page 21
Page 30
Riverside County Transportation Commission Meeting Agenda
September 15, 2021
Page 3
6E. QUARTERLY PUBLIC ENGAGEMENT METRICS REPORT, APRIL —JUNE 2021
Page 32
Overview
This item is for the Commission to receive and file the Quarterly Public Engagement
Metrics Report for April - June 2021.
6F. STATE AND FEDERAL LEGISLATIVE UPDATE
Overview
This item is for the Commission to receive and file an update on state and federal
legislation.
6G. 91 EXPRESS LANES MONTHLY STATUS REPORTS
Overview
This item is for the Commission to receive and file the 91 Express Lanes Monthly Reports
for the three months from April to June 2021.
6H. 15 EXPRESS LANES MONTHLY STATUS REPORTS
Overview
Page 42
Page 50
Page 117
This item is for the Commission to receive and file the 15 Express Lanes Monthly Reports
for the three months from April to June 2021.
61. QUARTERLY REPORTING OF CONTRACT CHANGE ORDERS FOR CONSTRUCTION
CONTRACTS
Page 144
Overview
This item is for the Commission to receive and file the Quarterly Report of Contract
Change Orders for Construction Contracts for the past three months ended
June 30, 2021.
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September 15, 2021
Page 4
6J. FISCAL YEAR 2021/22 ANNUAL LOCAL TRANSPORTATION FUND PLANNING
ALLOCATIONS TO WESTERN RIVERSIDE COUNCIL OF GOVERNMENTS AND COACHELLA
VALLEY ASSOCIATION OF GOVERNMENTS
Page 146
Overview
This item is for the Commission to approve an allocation of Local Transportation Fund
(LTF) funds for planning in the amount of $866,250 for Western Riverside Council of
Governments (WRCOG) and $472,500 for Coachella Valley Association of Governments
(CVAG) for efforts identified in each agency's FY 2021/22 LTF Program Objectives/Work
Plan (Work Plan) that supports transportation planning programs and functions that are
consistent with regional and subregional plans, programs, and requirements.
6K. FISCAL YEAR 2021/22 STATE OF GOOD REPAIR PROGRAM ALLOCATIONS
Overview
This item is for the Commission to:
Page 159
1) Approve Resolution No. 21-016, "Resolution of the Riverside County
Transportation Commission Approving the FY 2021/22 Project List for the
California State of Good Repair Program";
2) Approve an allocation of $4,251,328 related to Fiscal Year 2021/22 State of Good
Repair (SGR) program funds to eligible Riverside County transit operators;
3) Authorize staff to allocate increased State Controller Office (SCO) FY 2021/22
revenue estimates up to $425,132, or 10 percent of the current estimate, to
eligible Riverside County transit operators;
4) Approve an increase of $46,928 in the FY 2021/22 budget for SGR revenues to
reflect updated SCO estimates;
5) Authorize the Executive Director, or designee, to review, approve and submit
projects to Caltrans which are consistent with SGR program guidelines and to
execute and submit required documents for the SGR program, including the
Authorized Agent Form; and
6) Authorize the Executive Director, or designee, to approve administrative
amendments to the FY 2021/22 Short Range Transit Plans (SRTPs) for
incorporation of the SGR funds, as necessary.
Riverside County Transportation Commission Meeting Agenda
September 15, 2021
Page 5
6L. FISCAL YEAR 2021-2022 CALTRANS SUSTAINABLE TRANSPORTATION PLANNING
GRANT ACCEPTANCE
Overview
This item is for the Commission to:
Page 164
1) Approve Resolution No. 21-014, "Resolution of the Riverside County
Transportation Commission Accepting Funds from the California Department of
Transportation Sustainable Transportation Planning Grant Program"; and
2) Authorize the Executive Director, or designee, pursuant to legal counsel review,
to execute any required documents or amendments to the Fiscal Year (FY) 2021-
2022 Sustainable Transportation Planning Grant.
7. REFINANCING OF 91 EXPRESS LANES TOLL DEBT
Overview
This item is for the Commission to:
Page 168
1) Receive and file the presentation regarding the refinancing of the Commission's Toll
Revenue Senior Lien Bonds, 2013 Series A (2013A Bonds) and 2013 Transportation
Infrastructure Financing and Innovation Act (TIFIA) Loan (2013 TIFIA Loan) related to the
State Route 91 Corridor Improvement Project (91 Project) with the issuance of taxable
and tax-exempt senior lien and second lien toll revenue refunding bonds (2021
Refunding Toll Bonds) and cash defeasance of a portion of the Commission's Toll
Revenue Senior Lien Bonds, 2013 Series B (2013B Bonds);
2) Approve the revised refinancing plan to issue the 2021 Refunding Toll Bonds to refund
or purchase, including in connection with a tender offer or bond exchange, all or a
portion of the 2013A Bonds, currently outstanding in the amount of approximately
$123.8 million, and prepay all or a portion of the 2013 TIFIA Loan, currently outstanding
in the amount of approximately $508 million;
3) Approve the cash defeasance of a portion of the Commission's 2013B Bonds, currently
outstanding in the amount of approximately $89.7 million, using funds on deposit in the
Residual Fund (currently approximating $27 million) and an amount not to exceed $7.5
million of RCTC 91 Express Lanes (91 Express Lanes) toll revenues designated as surplus
in accordance with the 2013 Toll Revenue Bonds Indenture or other legally available
funds of the Commission;
4) Authorize the Executive Director to exceed the $7.5 million contribution of 91 Express
Lanes toll revenues designated as surplus under the condition that the primary
refinancing objectives are met;
Riverside County Transportation Commission Meeting Agenda
September 15, 2021
Page 6
5) Adopt Resolution No. 21-015, "Resolution Authorizing the Issuance and Sale of Not to
Exceed $725,000,000 Aggregate Principal Amount of Riverside County Transportation
Commission Toll Revenue Refunding Bonds in One or More Series, the Refunding,
Defeasance, and Purchase Through Tender Offer of Outstanding Bonds or Exchange
Therefor, the Execution and Delivery of One or More Supplemental Indentures, One or
More Purchase Contracts, One or More Official Statements, One or More Continuing
Disclosure Agreements, One or More Escrow Agreements, One or More Dealer Manager
Agreements, and One or More Invitations to Tender, and the Taking of All Other Actions
Necessary in Connection Therewith";
6) Approve the proposed form of the Preliminary Official Statement for the issuance of not
to exceed $725 million in 2021 Refunding Toll Bonds and authorize the Executive
Director to approve and execute the printing and distribution of the final form of the
Official Statement;
7) Ratify, confirm, and approve the proposed form of the Continuing Disclosure Agreement
related to the 2021 Refunding Toll Bonds, by and between the Riverside County
Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination
agent, and authorize the Executive Director to approve and execute the final form of the
Continuing Disclosure Agreement;
8) Ratify, confirm, and approve the proposed forms of the Third Supplemental Indenture
and Fourth Supplemental Indenture for the 2021 Refunding Toll Bonds, each by and
between the Riverside County Transportation Commission and U.S. Bank National
Association (US Bank), as Trustee, and authorize the Executive Director to approve and
execute the final forms of the Third Supplemental Indenture and Fourth Supplemental
Indenture;
9) Ratify, confirm, and approve the proposed form of the Bond Purchase Agreement(s),
also referred to as Purchase Contract(s), between the Riverside County Transportation
Commission and Bank of America Securities, Inc. (BofA), as Underwriter Representative
acting on behalf of itself and Goldman, Sachs & Co. (Goldman), Wells Fargo Securities
(Wells Fargo), J.P. Morgan (JPM), and Siebert Cisneros Shank & Co., LLC (Siebert),
(collectively the Underwriters), for the 2021 Refunding Toll Bonds and authorize the
Chief Financial Officer to approve and execute the final form of the Bond Purchase
Agreement;
10) Approve the proposed form of the Dealer Manager Agreement related to the tender
offer and/or bond exchange, by and between the Riverside County Transportation
Commission and BofA and Goldman, as Dealer Managers, and authorize the Executive
Director to approve and execute the final form of the Dealer Manager Agreement;
11) Approve the proposed form of the Invitation to Tender or Exchange Bonds made by the
Commission and authorize the Executive Director to approve and execute the final form
of the Invitation to Tender or Exchange Bonds;
12) Ratify, confirm, and approve the proposed form of the Escrow Agreement for the 2013A
Bonds and the proposed form of the Escrow Agreement for the 2013B Bonds, each by
and between the Commission and US Bank, as Escrow Agent, and authorize the
Executive Director to approve and execute the final Escrow Agreement;
Riverside County Transportation Commission Meeting Agenda
September 15, 2021
Page 7
13) Approve the estimated costs of issuance, including estimated underwriter's discount, of
$4,420,719 to be paid from the proceeds of the 2021 Refunding Toll Bonds;
14) Approve Agreement No. 05-19-510-18, Amendment No. 18 to Agreement
No. 05-19-510-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel
services related to the issuance of the 2021 Refunding Toll Bonds for an additional
amount of $45,000 and a total amount not to exceed $3,375,000;
15) Approve Agreement No. 09-19-072-16, Amendment No. 16 to Agreement
No. 09-19-072-00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure
counsel services related to the issuance of the 2021 Refunding Toll Bonds for an
additional amount of $25,000 and a total amount not to exceed $1,047,600; and
16) Approve adjustments to the Fiscal Year 2021/22 budget in the amounts of $10.7 million
to increase bond proceeds, $360,000 to increase costs of issuance, and $37.6 million to
increase debt service expenditures for the cash defeasance of a portion of the
2013B Bonds and prepayment of the 2013 TIFIA Loan.
8. INTERSTATE 15 INTERIM CORRIDOR OPERATIONS PROJECT
Overview
This item is for the Commission to:
Page 182
1) Authorize staff to implement all project development activities needed to complete
construction of the 1-15 Interim Corridor Operations Project (15 ICOP), including
immediately commencing the environmental studies and final design work;
2) Authorize the Executive Director, or designee, to negotiate and execute a contract
amendment to Agreement No. 15-31-001-00 with Parson Transportation Group
(Parsons), as the 1-15 Express Lanes Project (15 ELP) project and construction manager
(PCM), to provide environmental studies, final design, and construction management
services for the 15 ICOP for an amount as necessary to complete the work, currently
estimated at $1 million, as it is in the public interest and best interest of the Commission
to conduct a non-competitive procurement;
3) Approve an adjustment to the Fiscal Year 2021/22 budget in the amount of $4.5 million
for project development and construction expenditures with total project funding of
$5 million in 2009 Measure A sales tax revenue bond proceeds projected to be available;
and
4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute
all necessary agency agreements or amendments to existing agency agreements for all
phases of project development for the 15 ICOP including cooperative and funding
agreements with Caltrans, California Highway Patrol, and other agencies, as deemed
necessary.
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September 15, 2021
Page 8
9. ITEM(S) PULLED FROM CONSENT CALENDAR AGENDA
10. COMMISSIONERS / EXECUTIVE DIRECTOR REPORT
Overview
This item provides the opportunity for the Commissioners and the Executive Director to report
on attended meetings/conferences and any other items related to Commission activities.
11. CLOSED SESSION
11A. CONFERENCE WITH LEGAL COUNSEL: EXISTING LITIGATION
Pursuant to Government Code Section 54956.9 (d)(1)
Case No. RIC1903612
11B. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Pursuant to Government Code Section 54956.8
Agency Negotiator: Executive Director or Designee
Item
Property Description
Property Owner
Buyer(s)
1
102-092-030, 031,
102-101-002, 033, & 037
RCTC
Blue Sky Management
12. ADJOURNMENT
The next Commission meeting is scheduled to be held at 9:30 a.m. on Wednesday,
October 13, 2021.
AGENDA ITEM 6A
MINUTES
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
MEETING MINUTES
Wednesday, July 14, 2021
1. CALL TO ORDER
The Riverside County Transportation Commission was called to order by Chair Jan Harnik at
9:30 a.m., via Zoom Meeting ID 881 1296 9755. Pursuant to Governor Newsom's Executive
Order N-29-20.
2. ROLL CALL
Commissioners/Alternates Present
Mike Beauchamp
Ben J. Benoit
Brian Berkson
Russell Betts
Chuck Conder
Joseph DeConinck
Waymond Fermon
Kathleen Fitzpatrick
Raymond Gregory
Yxstain Gutierrez
Jan Harnik
Steven Hernandez*
Jeff Hewitt
Ted Hoffman
Linda Krupa
Alonso Ledezma
*Arrived after the meeting was called to order.
Clint Lorimore
Bob Magee
Linda Molina
V. Manuel Perez
Kyle Pingree*
Matt Rahn
Dana Reed
Wes Speake
Karen Spiegel
Jeremy Smith
Michael M. Vargas
Ted Weill
Lloyd White
Dennis Woods
Bill Zimmerman
Commissioners Absent
Kevin Jeffries
Scott Vinton
Chuck Washington
3. PLEDGE OF ALLEGIANCE
Anne Mayer, Executive Director, led the Commission in a flag salute.
4. PUBLIC COMMENTS
There were no requests to speak from the public.
5. ADDITIONS / REVISIONS
There were no additions or revisions to the agenda.
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6. CONSENT CALENDAR
Marven Norman, of the Center for Community Action and Environmental Justice (CCAEJ),
referred to Agenda Item 6D, "Agreement for Transit -Oriented Communities Strategic
Plan", and stated under the CCAEJ as their policy specialist they want to make sure as this
plan is put together that environmental justice is part of the plan, to consider the
communities all around the stations, and to work with the cities along the line to make
sure that the proposed projects are going to fit within the cities as they have in their
general plans. He reiterated ensuring to keep the environmental justice aspect of it and
suggested to not place any low income and disadvantaged communities into the polluted
areas and noted within five miles of many of the stations there is a lot of warehousing
communities. He stated that this supports eight stations and asked about the status for
the extension of the Perris Valley Line out to San Jacinto to include those areas and
suggested to move this project along as well.
At this time, Commissioner Steven Hernandez joined the meeting.
Commissioner Wes Speake requested to pull Agenda Item 6H, "State Route 91
Implementation Plan", for further discussion.
M/S/C (Molina/Gregory) to approve the following Consent Calendar items.
Abstain: Hewitt on Agenda Item 6G
Due to technical difficulties, there was no confirmation of Commissioner Russell
Betts' vote.
6A. APPROVAL OF MINUTES —JUNE 9, 2021
6B. STATE AND FEDERAL LEGISLATIVE UPDATE
Receive and file an update on state and federal legislation.
6C. COUNTY OF RIVERSIDE FUNDING REQUEST FOR CONSTRUCTION OF JURUPA
ROAD GRADE SEPARATION PROJECT
1) Approve programming $25 million of 2009 Measure A Western County
Regional Arterial (MARA) funds for the city of Jurupa Valley's Jurupa Road
Grade Separation project;
2) Approve Agreement No. 21-72-121-00 between the Commission and the
County of Riverside (County) as the lead agency for the programming of
$25 million of MARA for the construction phase of the Jurupa Road Grade
Separation project; and
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3) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to finalize and execute the agreement.
6D. AGREEMENT FOR TRANSIT -ORIENTED COMMUNITIES STRATEGIC PLAN
1) Approve Agreement No. 21-65-043-00 with Stantec Consulting Services,
Inc. to develop a transit -oriented communities strategic plan for an 18 -
month base period with two additional six-month optional terms in an
amount of $924,674, plus a contingency amount of $25,326, for a total
amount not to exceed $950,000;
2) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to finalize and execute the agreement, including option terms, on behalf
of the Commission; and
3) Authorize the Executive Director, or designee, to approve contingency
work up to the total not to exceed amount as required for these services.
6E. CONSTRUCTION AND MAINTENANCE AGREEMENT WITH BNSF RAILWAY FOR
INTERSTATE 15/STATE ROUTE 91 EXPRESS LANES CONNECTOR PROJECT
1) Approve Agreement No. 21-31-098-00 with BNSF Railway (BNSF) for a
construction and maintenance (C&M) agreement, including property
acquisition, for the Interstate 15/State Route 91 Express Lanes Connector
Project (15/91 ELC) in the amount of $1,988,607, plus a contingency
amount of $104,470, for a total amount not to exceed $2,093,077;
2) Authorize the Executive Director, pursuant to legal counsel review, to
finalize negotiations with BNSF and execute the agreement on behalf of
the Commission; and
3) Authorize the Executive Director or designee to approve the use of the
contingency amount as may be required by the 15/91 ELC.
6F. AGREEMENT FOR CALIFORNIA HIGHWAY PATROL CONSTRUCTION ZONE
ENHANCEMENT ENFORCEMENT PROGRAM SERVICES DURING THE
CONSTRUCTION OF THE COMMISSION'S HIGHWAY PROJECTS
1) Approve Agreement No. 21-31-103-00, with the California Highway Patrol
(CHP) for Construction Zone Enhanced Enforcement Program (COZEEP)
services used during the construction of Commission highway projects
(Projects), for a total amount not to exceed $4 million for a five-year term;
and
2) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to finalize and execute the agreement on behalf of the Commission.
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6G. AGREEMENTS FOR FREEWAY SERVICE PATROL TOW TRUCK SERVICE
1) Approve Agreement No. 21-45-049-00 to Pepe's Towing Service Inc.
(Pepe's) for Freeway Service Patrol (FSP) tow truck services on State Route
(SR) 91, Beat No. 4, for a five-year term, in an amount of $1,666,787, plus
a contingency amount of $83,340, for a total amount not to exceed
$1,750,127;
2) Approve Agreement No. 21-45-050-00 to Pepe's for FSP tow truck services
on SR -60, Beat No. 7, for a five-year term, in an amount of $1,666,787, plus
a contingency amount of $83,340, for a total amount not to exceed
$1,750,127;
3) Approve Agreement No. 21-45-051-00 to Pepe's for FSP tow truck services
on SR -60, Beat No. 8, for a five-year term, in an amount of $1,666,787, plus
a contingency amount of $83,340, for a total amount not to exceed
$1,750,127;
4) Authorize the Chair or Executive Director, pursuant to legal counsel review,
to finalize and execute the agreements on behalf of the Commission; and
5) Authorize the Executive Director, or designee, to approve the use of the
contingency amount as may be required for these services.
7. 2022 STATE TRANSPORTATION IMPROVEMENT PROGRAM FUNDING DISTRIBUTION
AND DRAFT FUND ESTIMATE
Jillian Guizado, Planning and Programming Director, presented the 2022 State
Transportation Improvement Program (STIP), highlighting the following areas:
• Past STIP cycles - Measure A taxable sales by geographic area; 2022 STIP cycle -
Intracounty formula distribution; and next steps
Commissioner Brian Berkson inquired about the projects that will be brought back to the
Commission in September or October and if various cities will have an opportunity to
submit proposals of projects that can be evaluated.
Jillian Guizado replied in years past when the STIP had been healthier RCTC did include
STIP funds from time to time in Multi -Funding Call for Projects when it would be lumped
in with Federal Formula funds that were due to be received from federal reauthorizations.
She explained they are waiting for the federal government to do a reauthorization
package to be able to schedule another Multi -Funding Call for Projects so they would not
have time due to the type of turn -around to do that. They would also not be able to do
it proactively this cycle because it was very unknown what the state of the STIP would
look like for 2022. The message that had been coming from the state was somewhat dire
considering Covid and the reduction in fuel sales over the last year and a half. Ms. Guizado
stated going back to Commissioner Berkson's question, she would not particularly
anticipate an opportunity for that at this time, but staff is always open to receiving
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feedback and deferred to Anne Mayer on the best way to do that. She noted this was in
the staff report, but the way the STIP works even though they do this every two years the
capacity for the 2022 STIP, meaning where the money is actually available in the STIP
cycle, is not until FY 2025/26. She then discussed what happens when they program the
projects in the out years but there is the 2024 STIP that can serve as a reconciliation
depending on what happens economically.
Anne Mayer explained they have seen a roller coaster ride of STIP programming for about
16 years and over the years they have tended to use STIP money in western counties. The
Coachella Valley and Palo Verde Valley establishes their priorities and that is how those
projects are programmed. In western county they have tended to put STIP funds on the
large projects that are already federalized so that they do not end up with a handful of
small local projects that have the funding taken away at the last minute and it becomes a
struggle to reprogram those projects. She stated RCTC in the past has focused STIP dollars
on the Commission's delivery projects and/or local agency projects that are relatively
large. She used the Commission's French Valley Parkway and 1-15 Railroad Canyon
Interchange Projects as examples that have been STIP projects, both projects had STIP
money yanked away, and they had to find replacements for. Ms. Mayer explained staff's
goal is to be strategic with their programming to make sure that the projects they put in
the STIP meet the requirements, but these projects are also large enough projects they
have some flexibility when and if the state funding situation becomes unpredictable.
Anne Mayer stated with all that being said they always encourage all of the member
agency staff and she noted there is a Technical Advisory Committee meeting on July 19
so at that meeting Jillian Guizado can remind the Public Works Directors that the STIP is
coming up and if they have projects that would be good STIP projects to make sure RCTC
is aware of them. She stated when staff is looking at what projects to bring forward to
the Commission, they will have a complete picture because a lot of it depends on when
jurisdictions have projects ready, and interchanges are typically the most likely projects
to be funded that are at the local level.
Commissioner Berkson thanked Anne Mayer and Jillian Guizado for their very clear
responses even though he is aware there is a lot of nuts and bolts to this and uncertainty.
He expressed appreciation that if the Public Works Directors have something they want
to have at least looked at down the road there is an opportunity that can be provided.
M/S/C (Reed/Vargas) to approve the 2022 State Transportation Improvement
Program (STIP) funding distribution among the three geographic areas in
Riverside County per the adopted STIP intracounty Memorandum of
Understanding (MOU).
Due to technical difficulties, there was no confirmation of Commissioner Jeremy
Smith's vote.
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8. COUNTYWIDE TRANSIT REPORT: FISCAL YEARS 2017/18 THROUGH 2019/20
Lorelle Moe -Luna, Multimodal Services Director, presented the Countywide Transit
Report for FYs 2017/18 through 2019/20, highlighting the following areas:
• Purpose; service overview; how much does it cost to operate transit service in
Riverside County; how are we paying for it; how is farebox recovery
• Major trends -annual passenger boardings and percent change from prior year,
and looking ahead
M/S/C to receive and file the Countywide Transit Report for Fiscal Year 2017/18
through FY 2019/20.
9. FISCAL YEAR 2021/22 COMMUTER ASSISTANCE PROGRAM RECOMMENDATIONS
Brian Cunanan, Commuter & Motorist Assistance Manager, presented the Commuter
Assistance Program (CAP) recommendations, highlighting the following:
• CAP benefits and objectives, regional commute patterns, centralized ridesharing
database - Phase 1 and Phase 2, regional recommendation agreements
• Promote rideshare countywide, countywide CAP recommendation, strengthen
rideshare incentives to promote participation countywide, and enhance incentive
eligibility to promote vanpool participation
At this time, Commissioner Kyle Pingree joined the meeting.
Chair Harnik noted that this was presented at the Budget and Implementation Committee
as well and it passed unanimously.
Commissioner Wes Speake expressed appreciation for a great presentation as it is
something they really need to bring home to people. He explained having a discussion
with the new head of SB 743 at Caltrans and one of the items that he brought up was that
they need to be honest with commuters, what SB 743 is for, and what their results are
going to be of that. Commuters need to understand their commute it is not going to get
better so this is a great option for people that cannot change jobs that do not have an
option. He stated making that point to Caltrans staff that they need to be honest with
people and granted they are starting to add some information about growth inducing and
there is a video they are producing with more information and getting it out to the public.
Commissioner Speake expressed the Commissioners need to tell people too and keep
telling people that if they want to get in a car by their self and do not want to work next
to where they live or live where they work to be ready for this to get worse. He concurred
with this item going forward, which will give them the option to find ways to at least make
their commute a little more enjoyable.
6
Riverside County Transportation Commission Meeting Minutes
July 14, 2021
Page 7
Commissioner Bill Zimmerman inquired about the memorandum of understanding (MOU)
with some of the counties around Riverside County, noting San Diego County was
excluded. He asked for clarification as to why they were excluded as he knows there are
a lot of commuters that go south. Brian Cunanan replied that is something RCTC is looking
forward to expanding in the future. He has reached out to San Diego Association of
Governments (SANDAG) staff, and they want to observe and see how this works out. He
hopes in the future they can reach an agreement and go further south, because there are
a lot of intercounty commutes between Riverside, Orange, and San Diego Counties.
Vice Chair Manuel Perez expressed appreciation to the Commissioners and RCTC staff for
the expansion into the eastern portion of the county. He stated it is important for all the
regions as Commissioner Speake noted whether it is reducing greenhouse gases (GHG)
emissions or just making commutes a little more enjoyable, including people's quality of
life. He understood there is the need out there and asked Mr. Cunanan if there is data to
demonstrate for example within the eastern Riverside County within the eastern part of
the Fourth District how many folks would be willing to use this rideshare system from
Thermal, Mecca, Oasis, and Coachella that potentially might be working the hospitality
industry all the way in Palm Springs, Indian Wells, or Rancho Mirage. Also, there are folks
in the Coachella Valley that are having to commute to Riverside or going to Blythe and
vice versa. Vice Chair Perez stated if there was data, he would prefer to review it as it
would be helpful.
Brian Cunanan replied there is a list of employers they will be targeting in the eastern
county and what will be important going forward is that they get as many commuter
records in as possible and they can have some really good origin destination information
that can be shared. He will be able to provide the commuter counts, where folks are
coming and going, and how many of those are actively seeking to participate in rideshare.
Vice Chair Perez expresses appreciation for bringing this forward as well as looking at who
those employers are and potentially working with associations in the eastern county to
make sure they increase that.
Chair Harnik stated to Vice Chair Perez that it is important to make sure there is a way to
spread that information so that people will know that the opportunity is out for them.
She stated as Anne Mayer has stated so many times, they cannot build their way out of
these issues. This is a perfect example of a program that will help address these situations
that is occurring with single rider cars and trips.
Commissioner Linda Molina made the motion to approve the item. She expressed
appreciation for this information because it is perfect information for new residents in
their communities.
7
Riverside County Transportation Commission Meeting Minutes
July 14, 2021
Page 8
M/S/C (Molina/Pingree) to:
1) Approve Agreement No. 21-41-123-00 among the Riverside County
Transportation Commission (Commission), San Bernardino County
Transportation Authority (SBCTA), Los Angeles County Metropolitan
Transportation Authority (LACMTA), Orange County Transportation
Authority (OCTA), and Ventura County Transportation Commission
(VCTC), for a total contract amount of $977,719 for Regional Rideshare
Software over a three-year term, including the Commission's total share
of $186,444 inclusive of $18,000 in contingency;
2) Approve Agreement No. 20-41-090-01, Amendment No. 1 to Agreement
No. 20-41-090-00, with SBCTA for Rideshare Program Implementation,
removing Rideshare and Vanpool Software expenses from the Scope of
Work and incorporating them into Agreement No. 21-41-123-00;
3) Approve Memorandum of Understanding No. 21-41-122-00 between
LACMTA, OCTA, RCTC, SBCTA, and VCTC to merge and consolidate the
agencies' rideshare databases;
4) Adopt Resolution No. 21-013, "Resolution of the Riverside County
Transportation Commission Adopting Amended Guidelines for the
Administration of the Measure A Funded Commuter Incentive Projects as
Part of Its Commuter Assistance Program"; and
5) Authorize the Chair or Executive Director, pursuant to legal counsel
review, to finalize and execute the agreements on behalf of the
Commission.
10. ITEM(S) PULLED FROM CONSENT CALENDAR FOR DISCUSSION
6H. 2021 STATE ROUTE 91 IMPLEMENTATION PLAN
Commissioner Speake expressed appreciation to Orange County Transportation Authority
(OCTA) and RCTC for putting this together but wanted to have a few things worked on
over the next year. He noted being a member of the State Route 91 Advisory Committee
and he had brought a couple of these things up and he is a little disappointed that they
did not make it into the final document, which are three projects. The first one is the
Irvine to Corona Expressway project, which is still in the plan even though the corridor is
no longer valid as the city of Corona permitted about 1600 homes over the mouth of
where this project is supposed to go. He suggested it is a valid and good long-term project
although technology has not caught up to how this can be done for less than $8-9 billion,
but he hopes this can be reworded and look for additional areas of south county to put
down as a possibility because there is still a need there. Commissioner Speake expressed
concern about the timing of two projects, which were pushed out to 2045 and based on
SB 743 and the Executive Order that general purpose will not occur. The two projects are
the SR -241 sixth lane and SR -71 and the eastbound SR -91 improvements east of 1-15
should be considered operational improvements and not general purpose and growth
8
Riverside County Transportation Commission Meeting Minutes
July 14, 2021
Page 9
inducing improvements. The eastbound sixth lane is crucial to the overall functioning of
SR -91, there are major issues and he understood that it was supposed to be considered
after the 241/91 Toll Connector project was completed by Caltrans District 12 and OCTA.
Commissioner Speake reiterated concern for those two projects getting pushed out until
2045 and understands that it is technically complicated but putting that date it makes it
seem like it will not happen. He stated it is crucial to the way the county is basically going
to function, not just for commuters, there is a massive amount of truck traffic that comes
and supplies goods, services, and revenue to the entire county. He expressed the 91 is
the life blood for the County. Commissioner Speake explained the last project is more
personal, which is the Eastbound SR -91 Improvement project that is east of 1-15, it is being
pushed to 2045, and he fought this when they were doing the project list for RCTC. This
is a $31 million project and basically it creates an abnormal bottleneck as the original
premise of the 91 Project was supposed to go to Pierce Street, but they did not have the
funding for it, so it did not occur. This is the last piece after these other projects are done
to complete the 91 Project and the reason why it creates an issue is because it makes this
bottleneck that pushes the 91 and generates a toll rate difference. He explained those
that transverse on SR -91 and go south on 1-15 and get off at Ontario Avenue verses
continuing east and getting out of the toll lanes at McKinley Avenue it is a $10.00
difference to travel a couple of miles. It is pushing thousands of cars down the
southbound 1-15 that already has major issues. Commissioner Speake explained there is
the half -built project with the three successive lane drops that they hope to get fixed and
for Caltrans to address those, there are thousands of cars that are in the left lane and cut
across four lanes of traffic to get off, and culminate underneath the Ontario exit that is
completely overwhelmed. This is an undercrossing that has not been improved since the
1960s and the city is working on trying to get that done. Then those people get back on
SR -91 going north and then connect back up to 1-15 going north and then SR -91 east. He
expressed pushing this out to 2045 would be a travesty it will be something that folks will
have to live with for a long time and with the current issues on both those corridors that
difference is just going to go up based on that and with the added tolls between Ontario
and Cajalco being $10.00-$12.00 it pushes even more people out of the toll lanes, which
can create a ton more problems. Commissioner Speake reiterated that this is not a
Corona problem, this is not for the city of Corona, this is for all commuters traveling on I-
15. He stated most of the commuters do not live in the city of Corona as the other
Commissioners have residents that commute on southbound 1-15, and it is something
they need to consider.
Commissioner Betts asked Commissioner Speake if there is a mechanism to push that
time forward sooner than 2045 as he mentioned two or three times on these projects.
Commissioner Speake replied he would certainly like it to be considered sooner, but he
does not know what the mechanism is for that and asked Anne Mayer to respond.
Commissioner Dana Reed asked Chair Harnik if he could respond. He expressed concern
that all the Commissioners need more money, they all have their pet projects, and they
9
Riverside County Transportation Commission Meeting Minutes
July 14, 2021
Page 10
all want them today, they cannot wait until 2045 but the Commission needs more money
it is that simple. There are several people in the county that are currently working trying
to figure out and hopefully succeed in getting a lot more money to spend beginning after
November 2022, as this is the only solution. Commissioner Reed stated if everyone can
help getting the Commission more money than they can spend more money.
Commissioner Speake concurred with Commissioner Reed and stated however if it is
scheduled for 2045, they are not looking for money for it and that is his point.
Anne Mayer explained the State Route 91 Implementation Plan is an annual requirement
of the Legislature when OCTA purchased the express lanes and then the legislation was
enacted to allow RCTC to take on the franchise in Riverside County. This is a legislative
required annual implementation plan and it is a joint product of Caltrans District 8, OCTA,
and RCTC. The overseen body of that is the SR -91 Advisory Committee, which was also
created statutorily to ensure there was bi-county communication at the elected official
level. She stated this is simply an implementation plan that is updated annually to provide
an update of where projects are: as they get completed and as they get programmed.
With respect to the Irvine -Corona Expressway (ICE) project, which is also known as the
tunnel, and she referred to Commissioner Speake's comments that were made at the SR -
91 Advisory Committee meeting about looking at land use patterns there. That language
is incorporated into the final version that will be submitted to the Legislature. She
explained this is a planning document that is used as a basis for the Regional
Transportation Plan and for modeling, if the project does not currently have funding
programmed and it is not on either Caltrans District 8, OCTA, or RCTC's delivery plans they
are not included with a near term schedule. Anne Mayer stated those two projects
Commissioner Speake mentioned and any others in the plan that are being pushed out in
the 2045 timeframe are there for modeling and planning purposes. This document does
not set priorities for either county, it is merely a planning document that reports on an
annual basis. She explained over the next year, as they always do, if there are any changes
in schedules or priorities this Commission has the ability to modify their priorities for the
funding that RCTC has to change the schedule for these projects. The Board has to
approve those projects in order to trigger a schedule change, so they are no longer
planning projects they are projects in the process.
At this time, Commissioner Jeremy Smith left the meeting.
Chair Harnik reiterated as they have said so many times, they are not building their way
out of this it is going to take a shift in thinking. A perfect example of how difficult it truly
is Commissioner Speake's comments in that they just permitted 1600 houses, which this
is an ongoing issue and so they all have to take a hard look at it, and she is aware everyone
has projects they all want done. Planning for it is the best they can do and as Anne Mayer
noted this body does have the capacity to change the planning and the order of projects.
10
Riverside County Transportation Commission Meeting Minutes
July 14, 2021
Page 11
M/S/C (Benoit/Vargas) to approve the 2021 State Route 91 Implementation
Plan.
Due to technical difficulties, there was no confirmation of Commissioner Yxstain
Gutierrez's vote.
11. COMMISSIONERS/EXECUTIVE DIRECTOR'S REPORT
11A. Anne Mayer provided an update on the Coachella Valley Rail Public Outreach
activities.
Commissioner Molina asked about the outreach to persons with disabilities
specifically the blind, the deaf, and those seniors that do not use computers and
if there are entities that staff is reaching out to those populations.
Anne Mayer replied that she will get back to her with that information and if not,
they will ensure there is a mechanism to do so.
Chair Harnik stated the Coachella Valley has been anxiously awaiting train service
and this will be welcome when the time comes. She expressed appreciation for
all the efforts to get it as far as it has gotten.
12. CLOSED SESSION
12A. CONFERENCE WITH REAL PROPERTY NEGOTIATORS
Pursuant to Government Code Section 54956.8
Agency Negotiator: Executive Director or Designee
Ite
m
Property Description
Property Owner
Buyer(s)
1
118-160-004
RCTC
Regency Realty
2
117-122-001, 002, &
029
RCTC
Inland Investment Group
3
229-082-003, 010
RCTC
Parag Patel
12B. CONFERENCE WITH LEGAL COUNSEL — ANTICIPATED LITIGATION
Significant exposure to litigation pursuant to paragraph (2) or (3) of subdivision
(d) of Section 54956.9: 1 potential case
Initiation of litigation pursuant to paragraph (4) of subdivision (d) of Section
54956.9: 1 potential case
There were no announcements from the closed session.
11
Riverside County Transportation Commission Meeting Minutes
July 14, 2021
Page 12
13. ADJOURNMENT
There being no further business for consideration by the Riverside County Transportation
Commission, Chair Harnik adjourned the meeting at 11:17 a.m. The next Commission
meeting is scheduled to be held at 9:30 a.m., Wednesday, September 15, 2021.
Respectfully submitted,
Lisa Mobley
Clerk of the Board
12
AGENDA ITEM 6B
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Audit Ad Hoc Committee
Theresia Trevino, Chief Financial Officer
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Fiscal Year 2019/20 Transportation Development Act and Measure A Audit
Results
AUDIT AD HOC COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the Transportation Development Act (TDA)
and Measure A audit results report for Fiscal Year 2019/20.
BACKGROUND INFORMATION:
In July 2016, following a competitive procurement, the Commission awarded contracts for a
five-year contract term to three audit firms to perform financial and compliance audits and
agreed -upon procedures (audits) for TDA claimants and Measure A recipients:
• Macias Gini O'Connell LLP (MGO) for Western County TDA claimants and Measure A local
streets and roads recipients;
• BCA Watson Rice LLP (BCAWR) for Western County Measure A Specialized Transit
recipients; and
• Conrad LLP (Conrad) for Coachella Valley, Palo Verde Valley, and county of Riverside TDA
claimants and Measure A recipients.
Initially, this scope of work excluded audits for Riverside Transit Agency (RTA), SunLine Transit
Agency (SunLine), and the city of Beaumont (Beaumont), as these jurisdictions elected to hire
their own auditors. After its auditors completed Beaumont's FY 2015/16 audit, Beaumont
requested, and Commission staff agreed, that the Commission's auditor conduct the required
audits beginning with FY 2016/17.
MGO, BCAWR, and Conrad, along with the other agencies' auditors, completed the FY 2019/20
audits and issued the audit reports. The following is a summary of the 58 audits performed:
Agenda Item 6B
13
Funding Type
TDA Article 3
(bicycle and
pedestrian projects)
TDA Article 4
(transit)
Type of
Procedure
MGO (Western
County)
BCAWR
(Western
County)
Conrad
(Eastern County &
Riverside Co.)
Other
Auditors
Total
-11IM
Financial and
compliance audit
Financial and
compliance audit
0
6
Measure A
specialized transit
Measure A local
streets and road
Agreed -upon 1.
procedures
Agreed -upon
procedures
4 0
•
0 16
2
0 0
7
16
18 0
11 0
29
Based on a review of the reports, the following items are highlights from the FY 2019/20 audit
results.
TDA Article 4 (Transit)
• Four transit operators (Banning, Beaumont, Riverside and Palo Verde Valley Transit
Agency) did not meet the fare ratio requirement; however, Assembly Bill (AB) 90, signed
by the Governor in June 2020, prohibits the imposition of a penalty on operators that do
not maintain the required ratio of fare revenues to operating cost during FY 2019/20 or
FY 2020/21.
• SunLine Transit Agency's auditor identified a compliance finding related to federally
reimbursed costs incurred prior to the pre -award authorized period of performance.
Accordingly, the auditor identified $44,912 in questioned costs.
Measure A Specialized Transit
• Three agencies (Boys & Girls Club of Southwest County, Care Connexxus, and Community
Connect -211 Program) did not meet the adjusted match requirement by $18,501. The
Boys & Girls Club of Southwest County shortfall was $54, or less than 0.2 percent of the
adjusted match requirement, while the Care Connexxus and Community Connect -211
Program shortfalls were approximately 8 percent and 33 percent, respectively, of the
adjusted match requirement.
• Four agencies (Community Connect -Transportation Access Program, Friends of Moreno
Valley, Independent Living Partnership, and U.S. Veterans Initiative) had excess revenues
over expenditures totaling $56,920, of which $13,532 is related to excess Measure A
funds received by the Community Connect -Transportation Access Program and
U.S. Veterans Initiative and will be reduced for unbilled FY 2019/20 expenses and/or
returned to the Commission. The balance of $43,388 relates to excess cash matching
contributions that may be retained by the agencies.
• Four agencies (Blindness Support, Boys & Girls Club of Menifee Valley, Care Connexxus,
and Community Connect -211 Program) had an excess of expenditures over revenues
aggregating $62,170. Generally, the agencies are responsible to cover the excess of
expenditures; however, if there is a balance of Measure A funds allocated to an agency,
the agency may submit a revised claim.
Agenda Item 6B
14
" T h e a u d i t o r c o m p l e t e d t h e F Y 2 0 1 8 / 1 9 a g r e e d - u p o n p r o c e d u r e s f o r U . S . V e t e r a n s
I n i t i a t i v e d u r i n g t h i s c y c l e . N o f i n d i n g s w e r e n o t e d .
M e a s u r e A L o c a l S t r e e t s a n d R o a d s
" T h r e e j u r i s d i c t i o n s ( B e a u m o n t , C a l i m e s a , a n d D e s e r t H o t S p r i n g s ) m e t t h e i r m a i n t e n a n c e
o f e f f o r t ( M O E ) r e q u i r e m e n t s u s i n g t h e p r i o r y e a r c a r r y o v e r , a s p e r m i t t e d u n d e r t h e M O E
G u i d e l i n e s .
" S e v e n j u r i s d i c t i o n s ( C a l i m e s a , C o r o n a , H e m e t , M u r r i e t a , P e r r i s , S a n J a c i n t o , a n d
P a l m D e s e r t ) h a v e f u n d b a l a n c e s i n e x c e s s o f t h r e e y e a r s o f r e v e n u e s . W h i l e t h e
C o m m i s s i o n p o l i c y s u g g e s t s s u c h a m o u n t s s h o u l d n o t e x c e e d t h r e e y e a r s , t h e
j u r i s d i c t i o n s p r o v i d e d r e a s o n a b l e e x p l a n a t i o n s f o r t h e a m o u n t s , i n c l u d i n g p r o j e c t d e l a y s
a n d c a p i t a l i m p r o v e m e n t p l a n s t o e x p e n d t h o s e f u n d s o n p r o j e c t s i n t h e n e x t f i v e y e a r s .
" T h e c i t i e s o f B l y t h e , C a n y o n L a k e , a n d I n d i o m a d e t h e i r f i n a l d e b t s e r v i c e p a y m e n t s t o t h e
C o m m i s s i o n r e l a t e d t o l o c a l s t r e e t s a n d r o a d s a d v a n c e s , w h i c h m a t u r e d d u r i n g
F Y 2 0 1 9 / 2 0 .
A t t a c h e d i s t h e s u m m a r y o f t r a n s p o r t a t i o n a n d t r a n s i t f u n d o p e r a t i o n s a n d r e l a t e d a u d i t r e s u l t s
f o r t h e v a r i o u s t y p e s o f T D A ( A r t i c l e s 3 a n d 4 ) a n d M e a s u r e A ( s p e c i a l i z e d t r a n s i t a n d l o c a l s t r e e t s
a n d r o a d s ) f u n d i n g . E a c h s c h e d u l e p r o v i d e s i n f o r m a t i o n f o r e a c h c l a i m a n t a n d r e c i p i e n t
r e g a r d i n g t h e r e v e n u e s , e x p e n d i t u r e s / e x p e n s e s , a n d c h a n g e i n f u n d b a l a n c e / n e t a s s e t s f o r t h e
y e a r e n d e d J u n e 3 0 , 2 0 2 0 , a n d o t h e r f i n a n c i a l a n d c o m p l i a n c e i n f o r m a t i o n .
A t t a c h m e n t s :
1 ) F Y 2 0 1 9 / 2 0 T r a n s p o r t a t i o n D e v e l o p m e n t A c t A r t i c l e 3 S c h e d u l e
2 ) F Y 2 0 1 9 / 2 0 T r a n s p o r t a t i o n D e v e l o p m e n t A c t A r t i c l e 4 S c h e d u l e
3 ) F Y 2 0 1 9 / 2 0 M e a s u r e A S p e c i a l i z e d T r a n s i t S c h e d u l e
4 ) F Y 2 0 1 9 / 2 0 M e a s u r e A L o c a l S t r e e t s a n d R o a d s S c h e d u l e
A g e n d a I t e m 6 B
1 5
ATTACHMENT 1
Transportation Development Act Article 3 Schedule
Year Ended June 30, 2020
Lake
Coachella Eastvale Elsinore La Quinta Riverside Temecula
Revenues:
Intergovernmental allocations:
Article 3 $ 855,950 $138,500 $ 290,802 $ 50,606 $ - $
Interest income - - - - 242
Total revenues 855,950 138,500 290,802 50,606 242
Total expenditures 2,200,000 65,167 243,161 - 39,375 115,278
Excess (deficiency) of revenues over
(under) expenditures (1,344,050) 73,333 47,641 50,606 (39,133) (115,278)
Transfers in (out) 545 -
Excess (deficiency) of revenues and
transfers in over (under) expenditures (1,343,505) 73,333 47,641 50,606 (39,133) (115,278)
Prior period adjustment
Fund balances at beginning of year
Fund balances at end of year
Source: 2020 Financial Statements
- (73,333) (178,977) (50,606) 12,060
$(1,343,505) $ - $(131,336) $ - $ (27,073) $(115,278)
8/11/2021
16
Total operating revenues
Operating expenses:
Depreciation and amortization
Other operating expenses
Total operating expenses
Operating loss
Nonoperating revenues (expenses):
Grants:
Transportation Development Act Article 4 Schedule
Year Ended June 30, 2020
ATTACHMENT 2
Banning Beaumont Corona Riverside PVVTA RTA1 SunLine'
$ 91,888 $ 174,542 $ 394,411 $ 309,027 $135,874 $ 9,320,568 $ 6,670,827
255,375 559,053 662,822 479,930 313,467 15,793,900 9,277,951
2,094,116 2,701,869 2,309,461 4,119,034 1,172,129 87,610,155 35,920,519
2,349,491 3,260,922 2,972,283 4,598,964 1,485,596 103,404,055 45,198,470
(2,257,603) (3,086,380) (2,577,872) (4,289,937) (1,349,722) (94,083,487) (38,527,643)
Local Transportation Funds 1,597,460 2,547,119 772,826 3,413,393 785,774 44,427,831 14,847,376
State Transit Assistance/State of Good Repair 76,047 74,200 20,761 160,881 207,662 3,877,150 7,453,735
Federal - - 1,128,357 742,354 191,289 28,716,405 13,416,733
Measure A specialized transit - 3,263,300 6,206,363
Proposition 1B/Low Carbon Transit
Operations Program (LCTOP) 79,015 20,386 13,606 33,312 2,801,628 1,616,434
Other - 271,870 - 20,000 2,821,269 3,132,749
Interest income 2,258 29,387 68,502 43 1,084,037 13,851
Interest expense (3,422) - (18,105) -
Gain (loss) on sale of property 3,520 30 - 2,021 32,482
Other - - 2,470 1,428,581
Total nonoperating revenue (expense) 1,752,620 2,915,863 1,951,331 4,383,101 1,238,080 88,422,222 46,719,723
Net increase (decrease) (504,983) (170,517) (626,541) 93,164 (111,642) (5,661,265) 8,192,080
Transfer in from other City funds 551
Transfer out from other City Funds (54,393)
Prior period adjustment - - -
Net assets at beginning of year (970,273) 2,336,768 3,474,827 214,024 2,650,934 111,097,187 74,018,113
Net assets at end of year $ (1,529,098) $ 2,166,251 $ 2,848,286 $ 307,188 $ 2,539,292 $ 105,435,922 $ 82,210,193
Deferred revenue at end of year:
Operating $ - $ 565,576 $ 1,233,066 $ 1,081,008 $ 392,212 $ 7,355,388 $ 7,338,847
Capital 100,921 - - 681,799 - $ 34,203,249 3,373,003
Total deferred revenue at end of year $ 100,921 $ 565,576 $ 1,233,066 $ 1,762,807 $ 392,212 $ 41,558,637 $ 10,711,850
Minimum fare ratio 10.00% 10.00% 15.00% 10.00% 10.00% 16.81% 19.74%
Actual fare ratio 4.28% 7.82% 17.65% 9.23% 9.30% 20.07% 23.74%
Fare ratio compliance status Did not meet; Did not meet; Met Did not meet; Did not meet; Met Met
however AB90 however AB90 however AB90 however AB90
requires no requires no requires no requires no
penalty penalty penalty penalty
Source: 2020 Financial Statements
The audits for RTA and SunLine were completed by other auditors hired by each entity.
8/11/2021
17
ATTACHMENT 3
Measure A Specialized Transit Schedule
Year Ended June 30, 2020
Riverside Riverside
University University
Boys & Girls Health Health
Boys & Girls Club of Community Community System- Friends of Independent System U.S.
Blindness Club of Southwest Care Connect - Connect - Behavioral Moreno Living City of Operation Medical Veterans Voices for
Support Menifee Valley County Care -A -Van Connexxus 211 TAP Health Exceed Forest Folk Valley Partnership Norco SafeHouse Center Initiative Children
Operating revenues:
Measure A $ 74,000 $ 88,564 $ 82,787 $ 289,500 $ 155,822 $ 64,510 $ 70,266 $ 204,592 $ 60,000 $ 45,709 $ 76,391 $ 343,740 $ 112,150 $ 37,700 $320,000 $ 43,000 $ 109,565
In -kind match 9,900 - - 43,700 - 6,700 24,942 - - 30,672 21,620 441,784 37,191 252,271
Cash match 31,714 45,689 42,566 106,241 82,190 15,650 8,365 105,396 163,883 8,379 60,235 308,386 40,000 19,421 253,514 22,152 Total operating revenues 115,614 134,253 125,353 439,441 238,012 86,860 103,573 309,988 223,883 84,760 158,246 1,093,910 189,341 57,121 573,514 65,152 361,836
Operating expenses -in kind 9,900 - - 43,700 - 6,700 24,942 - - 30,672 21,620 441,784 37,191 - - - 252,271
Operating expenses -salaries & benefits 72,737 127,145 55,454 271,584 113,473 79,815 24,102 255,801 140,354 20,190 - 217,984 50,404 30,139 383,023 54,900 53,655
Operating expenses-nonpersonnel 39,990 7,235 69,899 124,157 150,512 22,264 32,558 54,187 74,967 33,898 97,846 415,931 15,746 22,751 92,573 4,496 55,910
Operating expenses -administrative
overhead 7,238 6,528 8,562 17,684 6,000 4,231 6,693 3,586
Capital expenditures - - - - 80,000 - 91,225 -
Total operating expenses/capital
expenditures 122,627 134,380 125,353 439,441 263,985 116,017 88,130 309,988 223,883 84,760 119,466 1,093,383 189,341 57,121 573,514 62,982 361,836
Excess (deficiency) of revenues
over(under)expenditures $ (7,013) $ (127) $ - $ - $ (25,973) $ (29,157) $ 15,443 $ - $ - $ - $ 38,780 $ 527 $ - $ - $ - $ 2,170 $
Exess revenues related to Measure A $ $
$ - $ - $ - $ 12,100 $ - $ - $ $ - $
$ - $ 1,432 $
Match requirement (as adjusted) $ 37,606 $ 45,689 $ 42,620 $ 149,410 $ 89,755 $ 33,232 $ 29,964 $ 105,396 $ 76,120 $ 30,672 $ 40,618 $ 177,078 $ 77,175 $ 19,421 $ 194,994 $ 21,414 $ 123,024
Actual match $ 41,614 $ 45,689 $ 42,566 $ 149,941 $ 82,190 $ 22,350 $ 33,307 $ 105,396 $ 163,883 $ 39,051 $ 81,855 $ 750,170 $ 77,191 $ 19,421 $253,514 $ 22,152 $ 252,271
Match requirement compliance status Met Met Did not meet by Met Did not meet Did not meet by Met Met Met Met Met Met Met Met Met Met Met
$54 by$7,565 $10,882
Source: 2020 Agreed -Upon Procedures
Measure A Specialized Transit 8/11/2021
18
ATTACHMENT 4
Measure A Local Streets and Roads Schedule
Year ended June 30, 2020
Revenues:
Intergovernmental allocations:
Measure A
Reimbursements
Other revenues
Interest income
Other financing sources -transfers in
Total revenues
Expenditures and other financing uses:
Engineering, construction, maintenance, and capital outlay
Administrative overhead/indirect costs
Debt service
Total expenditures and other financing uses
Excess (deficiency) of revenues over (under) expenditures
and other financing uses
Prior period adjustment/rounding
Fund balances at beginning of year
Fund balances at end of year
Fund balance by year received:
2020
2019
2018
2017 & Prior
Total fund balances by year received
Cash and investments
MOE Base Year requirement
Amount of Excess MOE at end of year
MOE compliance status
Source: 2020 Agreed -Upon Procedures
Western County
Banning Beaumont Calimesa Canyon Lake Corona Eastvale Hemet Jurupa Valley Lake Elsinore Menifee Moreno Valley Murrieta
Norco
Perris Riverside San Jacinto Temecula
$ 627,191 $
181,893
1,000,099 $ 187,312 $ 203,882 $ 4,432,463 $ 1,439,851 $ 1,864,026 $ 2,244,525 $ 1,421,629 $ 1,883,734 $ 4,245,773 $ 2,643,747 $ 701,496 $ 2,022,019 $ 7,800,505 $ 940,300 $ 3,374,987
- 14,000 - - - -
555
28,449 11,577 13,566 5,115 817,979
3,240
837,533 1,011,676 214,878 208,997 5,254,237 1,506,266
66,415 127,504 19,360
10,167
1,991,530 2,274,052
1,439,140 1,205,314 75,096 1,943,059 1,580,179 2,164,155 490,524
- - 13,440 15,902 90,600 - 23,664
- - - - - - 1,053,701
1,439,140 1,205,314 88,536 1,958,961 1,670,779 2,164,155 1,567,889
(601,607) (193,638) 126,342 162,524 3,295,276 (164,513) (172,625) 706,163
1 - (1) - - 5,558 (138,654)
46,473
46,473
2,233,868 1,542,018 674,319 425,139 15,018,317 3,309,011 7,614,396 973,352
1,632,262 $ 1,348,380 $ 800,660 $ 587,663 $ 18,313,594 $ 3,144,498 $ 7,447,329 $ 1,540,861 $
70,496 6,559
1,492,125 1,890,293
354 - - -
27,276 148,813 19,168 147,057 692,068
143,073 - - - -
4,416,476 2,792,560 720,664 2,169,076 8,492,573
1,056,301 1,111, 750 1,863,845
254,839
495,121 1,304,088 1,549,322
1,551,422 2,415,838 3,668,006
4,628,967
5,179
109,876
4,744,022
73,849 121,678
1,014,149 3,496,665
522,994 979,074 1,964,431 821,649 773,103
31,121 -
3,003,303
522,994 979,074 4,967,734 852,770 773,103
(59,297) (525,545) 748,470 (1,951,462) 197,670 1,190,002 3,524,839 161,379 2,723,562
(1)
1,879,061
1,819,763
1
1,212,770 3,569,220
$ 687,225 $ 4,317,691
(2)
10,349,235
$ 8,397,771 $
(1) -
586,766 5,025,353
784,435 $ 6,215,355
1
20,039,306 3,229,573 5,018,114
$ 23,564,145 $ 3,390,953 $ 7,741,676
837,533 $ 1,011,676 $ 214,878 $ 208,997 $ 5,254,237 $ 1,506,266 $ 1,991,530 $ 1,540,861 $ 1,492,125 $ 687,225 $ 4,317,691
701,434 336,704 240,724 210,282 5,219,178 1,547,055 2,105,224 - 327,638 - -
93,295 - 170,173 168,384 4,144,094 91,177 1,787,537 - - - -
174,885 - 3,696,085 - 1,563,038 - - - -
1,632,262 $ 1,348,380 $ 800,660 $ 587,663 $ 18,313,594 $ 3,144,498 $ 7,447,329 $ 1,540,861 $ 1,819,763 $ 687,225 $ 4,317,691
$ 2,792,560 $ 720,664 $ 2,169,076
2,818,963 63,771 2,192,472
2,507,512 - 1,632,539
278,736 - 221,268
$ 8,397,771 $ 784,435 $ 6,215,355
$ 8,492,573 $ 1,014,149 $ 3,496,665
8,966,601 1,019,715 3,409,495
6,104,971 913,778 835,516
443,311 -
$ 23,564,145 $ 3,390,953 $ 7,741,676
1,663,541 $ 1,155,808 $ 769,650 $ 548,405 $ 17,558,030 $ 2,966,120 $ 7,609,840 $ 1,177,133 $ 1,542,789 $ 1,435,272 $ 3,516,276 $ 9,181,444 $ 965,761 $ 5,934,536 $ 22,035,561 $ 1,673,251 $ 7,082,291
164,325 $ 515,908 $ 2,401 $
550,388 $ 718,030 $ 11,639 $
Met Met w/ Met w/
carryover carryover
28,873 $ 2,208,200 $ 38,949 $
178,311 $ 18,517,182 $ 412,828 $
Met Met Met
18,924 $ - $ 960,771 $ 214,225 $ 1,459,153 $ 595,702 $
760,501 $ - $ 22,636,869 $ 8,792,475 $ 8,519,111 $ 381,144 $
Met N/A Met Met Met Met
22,536 $ 1,218,470 $ 12,449,203 $
85,412 $ 3,073,211 $ 53,805,055 $
Met Met Met
156,391 $ 1,431,799
3,341,677 $ 12,975,788
Met Met
Measure A Local Streets Roads 4 of 5 8/11/2021
19
Measure A Local Streets and Roads Schedule
Year ended June 30, 2020
Coachella Valley
I Palo Verde I
` Valley I
I
Cathedral Desert Hot County of
Wildomar City Coachella Springs Indian Wells Indio La Quinta Palm Desert Palm Springs Rancho Mirage Blythe ; Riverside
Revenues:
Intergovernmental allocations:
MeasureA $ 684,635 $ 1,479,866 $ 683,776 $ 504,781 $ 275,778 $ 2,017,382 $ 1,527,360 $ 2,869,576 $ 2,301,944 $ 946,296 $ 681,145 $ 7,774,788
Reimbursements 305,054 - 542,263 768,667 - 608,024 Other revenues 10,511 - - - - 25,351 - - - - Interest income 39 2,229 27,737 384 1,184 26,313 25,608 470,536 57,902 89,577 15,316 109,863
Other financing sources -transfers in 50,367 - - - - - - - - - Total revenues 684,674 1,542,973 711,513 505,165 276,962 2,348,749 1,578,319 3,882,375 3,128,513 1,035,873 1,304,485 7,884,651
Expenditures and other financing uses:
Engineering, construction, maintenance, and capital outlay 484,397 1,009,212 1,343,789 345,766 270,530 1,409,425 1,489,672 8,543,161 5,160,009 2,142,788 74,187 6,120,901
Administrative overhead/indirect costs 54,800 118,389 - 23,471 - 75,247 - - - 54,492 1,457
Debt service - - - 200,000 - 112,230 - - 1,733,062 - 39,369 -
Totalexpendituresandotherfinancinguses 539,197 1,127,601 1,343,789 569,237 270,530 1,596,902 1,489,672 8,543,161 6,893,071 2,142,788 1,525,355 6,122,358
Excess (deficiency) of revenues over (under) expenditures
and other financing uses 145,477 415,372 (632,276) (64,072) 6,432 751,847 88,647 (4,660,786) (3,764,558) (1,106,915) (220,870) 1,762,293
Prior period adjustment/rounding (1) - (46,914) - - (12,750) - -
Fund balances at beginning of year (58,825) (39,035) 868,875 115,267 85,271 640,362 1,438,813 25,124,688 5,627,094 3,003,383 1,811,023 5,007,873
Fund balances at end of year $ 86,651 $ 376,337 $ 189,685 $ 51,195 $ 91,703 $ 1,379,459 $ 1,527,460 $ 20,463,902 $ 1,862,536 $ 1,896,468 $ 1,590,153 $ 6,770,166
Fund balance by year received:
2020 $ 86,651 $ 376,337 $ 189,685 $ 51,195 $ 91,703 $ 1,527,460 $ 3,882,375 $ 1,862,536 $ 1,035,873 $ 1,304,485 $ 6,770,166
2019 - - - - - - 3,979,663 - 860,595 285,668 -
2018 - 3,295,835 - -
2017 & Prior 9,306,029
Total fund balances by year received $ 86,651 $ 376,337 $ 189,685 $ 51,195 $ 91,703 $ - $ 1,527,460 $ 20,463,902 $ 1,862,536 $ 1,896,468 $ 1,590,153 $ 6,770,166
Cash and investments $ - $ 149,795 $ 246,972 $ 40,075 $ 38,490 $ 1,078,224 $ 1,225,205 $ 35,410,988 $ 1,398,977 $ 2,094,102 $ 1,482,877 $ 6,755,306
MOE Base Year requirement $ - $ 391,688 $ 92,205 $ 75,147 $ 963,640 $ 2,048,564 $ 937,007 $ 2,398,146 $ 1,498,732 $ 674,811 $ 170,000 $ -
AmountofExcessMOEatendofyear $ - $ 8,305,936 $ 7,638,915 $ 1,164,860 $ 15,237,245 $ 28,907,547 $ 10,798,313 $ 11,907,506 $ 36,696,064 $ 4,711,100 $ 195,336 $ -
MOE compliance status N/A Met Met Met with use Met Met Met Met Met Met Met N/A
of carryover
Source 2020 Agreed -Upon Procedures
Measure A Local Streets Roads 5 of 5 8/11/2021
20
AGENDA ITEM 6C
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Michele Cisneros, Deputy Director of Finance
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Quarterly Sales Tax Analysis
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the sales tax analysis for Quarter 1, 2021
(10 2021).
BACKGROUND INFORMATION:
At its December 2007 meeting, the Commission awarded an agreement with MuniServices, LLC
(MuniServices), an Avenu Company, for quarterly sales tax reporting services plus additional fees
contingent on additional sales tax revenues generated from the transactions and use tax (sales
tax) audit services. As part of the recurring contracts process in June 2018, the Commission
approved a five-year extension through June 30, 2023. The services performed under this
agreement pertain to only the Measure A sales tax revenues.
Since the commencement of these services, MuniServices submitted audits, which reported
findings and submitted to the California Department of Tax and Fee Administration (CDTFA), for
review and determination of errors in sales tax reporting related to 1,366 businesses. Through
4Q 2020, the CDTFA approved $12,932,405 of cumulative sales tax revenues recovered for the
Commission. If CDTFA concurs with the error(s) for the remaining claims, the Commission will
receive additional revenues; however, the magnitude of the value of the remaining findings was
not available. It is important to note that while the recoveries of additional revenues will be
tangible, it will not be sufficient to alter the overall trend of sales tax revenues.
MuniServices provided the Commission with the Quarterly Sales Tax Digest Summary report for
10 2021. Most of the 10 2021 Measure A sales tax revenues were received in the second quarter
of calendar year 2021, during April 2021 through June 2021, due to a lag in the sales tax calendar.
The summary section of the 10 2021 report is attached and includes an overview of California's
economic outlook, local results, historical cash collections analysis by quarter, top 25 sales/use
tax contributors, historical sales tax amounts, annual sales tax by business category, and five-
year economic trend (general retail).
Agenda Item 6C
21
Taxable transactions for the top 25 contributors in Riverside County generated 28.3 percent of
taxable sales for the benchmark year ended 10 2021, slightly higher than the 25.5 percent for
the benchmark year ended 10 2020. The top 100 tax contributors generated 43 percent for the
benchmark year ended 10 2021, slightly higher than the 39.6 percent for the benchmark year
ended 1Q 2020.
In the Economic Category Analysis below, five of the six categories experienced new highs in the
1Q 2021 benchmark year compared to the prior eight benchmark years. The food products
category was down due to a warehouse club chain, included under general retail category,
shifting food sales from grocery retailers. The transportation category reflects a new high from
the 4Q 2020 benchmark quarter and is a result of an increase in new auto sales and fuel sales
due to the lifting of "stay at home" orders and an increase in vaccination rates allowing more
travel within the state.
ECONOMIC
CATEGORY
ANALYSIS
%of Total / %Change
RCTC
State Wide
Orange County
Riverside
County
S.F. Bay Area
Sacramento
Valley
Central Valley
South Coast
North Coast
Central
Coast
General Retail
32.0/19.0
27.6/-14.7
25.5/-21.1
29.4/4.8
26.1/-15.7
26.2/0.7
36.6/18.3
26.4/-17.0
29.5/4.2
25.9/-23.8
Food Products
14.5/-10.8
18.1/-29.9
18.3/-27.0
17.7/-10.6
17.2/-37.1
15.3/-14.5
13.8/-17.4
20.0/-26.8
17.6/-34.9
28.0/-32.5
Transportation
22.7/4.9
23.6/-16.5
25.0/-9.5
25.1/1.3
21.0/-18.3
28.1/-1.8
21.5/-17.8
24.1/-10.9
27.2/-0.4
24.8/-8.1
Construction
11.4/16.1
11.7/-2.6
10.5/5.7
15.0/14.2
11.9/-4.4
14.1/7.9
11.6/0.7
10.7/3.9
15.8/10.8
11.1/12.2
Business to Business
15.8/5.1
17.9/-15.6
19.4/-13.7
12.0/2.2
22.7/-6.2
15.2/-5.1
15.6/-13.0
17.7/-13.4
9.1/-4.9
9.4/-25.3
Miscellaneous
3.6/20.4
1.1/-23.7
1.3 /-15.6
0.8 / -1.2
1.2 /-28.2
1.2 /-11.1
0.8 / -5.4
1.1/-6.4
0.7 /-22.1
0.8 /-35.1
Total
100.0/8.0
100.0/-17.4
100.0/-15.9
100.0 / 1.7
100.0/-18.2
100.0/-2.8
100.0/-4.0
100.0/-15.3
100.0/-7.0
100.0/-20.7
General Retail: Apparel Stores, Department Stores, Furniture/Appliances, D ug Stores, Recreation Products, Florist/Nursery, and Misc. Retail
Food Products: Restaurants, Food Markets, Liquor Stores, and Food Processing Equipment
Construction: Building Materials Retail and Building Materials Wholesale
Transportation: Auto Parts/Repair, Auto Sales - New, Auto Sales - Used, Service Stations, and Misc. Vehicle Sales
Business to Business: Office Equip., Electronic Equip., Business Services, Energy Sales, Chemical Products, Heavy Industry, Light Industry, Leasing,
Biotechnology, I.T. Infrastructure, and Green Energy
Miscellaneous: Health & Government, Miscellaneous Other, and Closed Account Adjustments
An analysis of sales tax performance through 10 2021 is attached and illustrates fairly consistent
cycles for sales tax performance for most of the economic categories since 10 2016 — with the
exception of COVID-19 impacts in 10 2021 for some categories.
For six of the top 10 segments (miscellaneous — retail, auto sales — new, department stores,
building materials — wholesale, building materials — retail, and heavy industry) during the past
eight benchmark year quarters, sales tax receipts reached a new high point in 10 2021. The
segments represent 49.2 percent of the total sales tax receipts. The service stations segment
representing 5.3 percent was lower than the last seven benchmark year quarters since the high
in 10 2014. The restaurants, food markets, and apparel stores are lower than the 10 2020
benchmark year quarter due to a warehouse chain, included under department stores, shifting
food sales from grocery retailers and impacts of the COVID-19 pandemic.
The top 10 segments represent 71.6 percent of total sales tax receipts. For the other 21 segments
representing 28.4 percent of total sales tax receipts, 14 segments representing 19.4 percent of
the total sales tax receipts reached new high points in the benchmark year 10 2021. In the
Economic Segment Analysis below, auto sales — new has been in the top economic segments
beginning in 2014. Restaurants had been in the top economic segments since 2014 but was
Agenda Item 6C
22
replaced by miscellaneous — retail beginning in the 3Q 2020 benchmark year. Miscellaneous —
retail includes online retailers and has been a large contributor to sales/use tax in Riverside
County during the Covid-19 pandemic.
RCTC
State Wide
Orange County
Riverside
County
S.F. Bay Area
Sacramento
Valley
Central Valley
South Coast
North Coast
Central
Coast
Largest Segment
Miscellaneous
Retail
Auto Sales -
New
Auto Sales - New
Auto Sales -
New
Auto Sales - New
Auto Sales -
New
Department
Stores
Auto Sales -
New
Department
Stores
Restaurants
of Total / % Change
12.7/45.4
12.1/ -2.8
14.4/1.9
12.2/13.7
11.9/ -6.5
12.9/11.2
12.0/-4.4
12.9/4.2
12.0/5.7
17.2/-42.1
2nd Largest Segment
Auto Sales - New
Restaurants
Restaurants
Department
Stores
Restaurants
Department
Stores
Furniture/
Appliance
Restaurants
Auto Sales -
New
Auto Sales -
New
of Total / % Change
11.2/17.3
11.3/-38.3
11.8/-35.0
10.7/3.3
10.3/-47.3
10.3/ -3.3
10.1/64.1
12.9/-35.6
11.9/15.7
15.1/11.4
3rd Largest Segment
Department
Stores
Department
Stores
Department
Stores
Restaurants
Miscellaneous
Retail
Restaurants
Miscellaneous
Retail
Department
Stores
Restaurants
Food
Markets
%ofTotal/%Change
9.9/7.0
9.0/-15.5
9.1/-13.7
10.1/-16.9
10.0/7.9
9.3/-22.2
8.7/52.2
8.8/-12.0
11.2/-46.7
8.6/-10.8
Information regarding sales tax comparison by city and change in economic segments (two
highest gains and two highest losses) 10 2021 to 10 2020 is attached.
In early March 2020, the federal government as well as the California Governor issues emergency
declarations related to the COVID-19 pandemic. Further, on March 19, 2020 the Governor issued
an executive stay at home order to protect the health and well-being of all Californians and to
establish consistency across the state to slow the spread of COVID-19. The County of Riverside
also issued a directive to county residents supporting the Governor's executive order. COVID-19
and the related "stay at home" orders have negatively impacted the local, regional, state, and
federal economies; the magnitude and duration of these impacts is uncertain. Additionally, the
Governor issued an executive order to allow businesses with under $1 million in tax liability to
delay their first quarter sales and use tax filings until the end of July 2020. Another state program
allows small businesses to defer up to $50,000 of their sales and use tax liabilities for the first and
second quarters until July 31, 2021, provided that the owed amount is paid in 12 equal
installments over the following year. The sales taxes due to RCTC are not waived but may be
delayed. Staff will monitor sales tax receipts and other available economic data to determine the
need for any adjustments to the revenue projections. Staff will utilize the forecast scenarios with
the complete report and receipt trends in assessing such projections.
Attachments:
1) Sales Tax Digest Summary 10 2021
2) Sales Tax Performance Analysis by Quarter 10 2021
3) Quarterly Sales Tax Comparison by City for 10 2021 to 10 2020
Approved by the Budget and Implementation Committee on August 23, 2021
In Favor: 13 Abstain: 0 No: 0
Agenda Item 6C
23
Riverside County Transportation Commission
Sales Tax Digest Summary
Collections through May 2021
Sales through March 2021 (2021Q1)
ATTACHMENT 1
CALIFORNIA'S ECONOMIC OUTLOOK
California sales tax receipts increased by 33.3% over the same quarter from the previous year, with
Northern California reporting a 32.2% increase compared to a 34.1% increase for Southern California.
Receipts for the RCTC increased by 47.3% over the same periods.
Real Gross Domestic Product (GDP) increased at an annual rate of 6.4% in the first quarter of 2021,
reflecting the increasing pace of economic recovery, reopening of establishments, and continued
government stimulus response related to the COVID-19 pandemic.
(Bureau of Economic Analysis, April 2021)
The U.S. unemployment rate fell from 6.3% in January to 6.2% in February of 2021, remaining 2.7%
higher than a year ago. There were 4.2 million fewer Americans in the labor force in February of 2021
than in February of 2020. California's unemployment rate decreased to 9.0% in January, down from
9.3% in December, but 4.7% higher than February 2020's pre -pandemic rate of 4.3%.
(California Department of Finance Bulletin, March 2021)
LOCAL RESULTS
Net Cash Receipts Analysis
Local Collections
Less: Cost of Administration
Net 1Q2021 Receipts
Net 1Q2020 Receipts
Actual Percentage Change
$59,486,614
$(369,780)
$59,116,834
$40,138,015
47.3%
Business Activity Performance Analysis
Local Collections — Economic Basis 1Q2021
Local Collections — Economic Basis 1Q2020
Quarter over Quarter Change
Quarter over Quarter Percentage Change
$57,480,436
$47,756,618
$9,723,818
20.4%
Avenu Insights & Analytics' On -Going Audit Results
Total Recovered Since Inception
$12,932,405
www.avenuinsights.com
(8M 800-8181 Page 1
RCTC
HISTORICAL CASH COLLECTIONS ANALYSIS BY QUARTER
(in thousands of $)
$70,000
$60,000
$50,000
$40,000
$30,000
$20,000
$10,000
$-
11
11
402018 102019 202019 302019 402019 102020 202020 3Q2020 4Q2020 102021
Net Receipts }CDTFAAdmin Fees Due
$600
$500
$400
$300
$200
$100
$-
TOP 25 SALES/USE TAX CONTRIBUTORS
The following list identifies RCTC's Top 25 Sales/Use Tax contributors. The list is in alphabetical order
and represents sales from April 2020 to March of 2021. The Top 25 Sales/Use Tax contributors generate
28.3% of RCTC's total sales and use tax revenue.
AMAZON.COM - EC
AMAZON.COM SERVICES — EC
APPLE STORES
ARCO AM/PM MINI MARTS
BEST BUY STORES
BEST BUY STORES.COM — EC
CARMAX THE AUTO SUPERSTORE
CHEVRON SERVICE STATIONS
CIRCLE K FOOD STORES
COSTCO WHOLESALE
DEPARTMENT OF MOTOR VEHICLES
EBAY — EC
HOME DEPOT
Please note: " EC" added to the end of business name represents those doing business using Electronic Commerce only.
KOHL'S DEPARTMENT STORES
LOWE'S HOME CENTERS
MCDONALD'S RESTAURANTS
RALPH'S GROCERY COMPANY
ROSS STORES
SAM'S CLUB
SHELL SERVICE STATIONS
STATER BROS MARKETS
TARGET STORES
TESLA
VERIZON WIRELESS
WAL MART STORES
www.avenuinsights.com
(8 20) 800-8181
Page 2
RCTC
HISTORICAL SALES TAX AMOUNTS
The following chart shows the sales tax level from annual sales through March of 2021, the highs,
and the lows for the top ten segments over the last two years in thousands of $.
$30,000
$25,000
$20,000
$15,000
$10,000
$5,000
so
1
i
i
I
I
1
a` e`' -5 \e c' a�
fie` \e �,�°� s). �r5 a`�o fie'
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O
ANNUAL SALES TAX BY BUSINESS CATEGORY
1Q2021
4Q2020
3Q2020
2Q2020
1Q2020
4Q2019
3Q2019
2Q2019
1Q2019
4Q2018
(in thousands of $)
0
«o
•
1
1Q2021
• High
• Low
st
\�aJya ae\c'� yes
lea P29
49,499
46,436
23,863
32,766 7,211
61,230
32,00
46,129
22,520
32,475 8,204
45,537
57,956 34,974 47,275 21,528 32,658 7,251
57,229
35,578
47,647
21,084
32,411 6,862
54,868 35,301 47,135 21,166 32,419 6,524
53,930 35,076 47,355 20,971 31,697 6,162
52,958
34,697
47,051
20,724 31,275 5,954
52,853
34,577
47,201
20,669
31,111 5,883
$ 0 $ 20,000 $ 40,000 $ 60,000 $ 80,000 $ 100,000 $ 120,000 $ 140,000 $ 160,000 $ 180,000 $ 200,000
■ General Retail in Food Products ■Transportation 2IgConstruction • Business To Business ■ Miscellaneous
woas Jg6isulnuann• mmm
2Q2016
302016
402016
1Q2017
202017
302017
402017
1Q2018
2Q2018
302018
402018
1Q2019
202019
3Q2019
402019
102020
2Q2020
302020
402020
102021
l!
U▪ l N N N N
O In O I▪ n
O 0 0 0 0
0 0 0 0 0 0
($ Jo spuesnoyp. u!)
FIVE-YEAR ECONOMIC TREND: General Retail
RCTC: Sales Tax Performance Analysis by Quarter
ATTACHMENT 2
TOTAL
TOTAL
$70,000,000 -
$60,000,000 -
$50,000,000 -
$40,000,000
$30,000,000
$20,000,000
$10,000,000
e
N. N. ti N, N, ' , N. cb N. ti� ti� by
Q2
Q3 Q4 Q1
Economic
CATEGORY TOTAL
$25,000,000 2021Q1 QoQ %� QoQ $A YoY %0 YoY $A
$57,480,436 20.4% $9,723,818 8.2% $16,542,955
$20,000,000
$15,000,000
$10,000,000
$5,000,000
$0
GENERAL RETAIL
2021Q1 Q00 %A QoQ $A YoY %A YoY $A
$17,981,904 31.1% $4,270,205 19.0% $11,187,961
% of 2021Q1 Total: 31.3%
FOOD PRODUCTS
2021Q1 Q0Q %A
$8,711,391 0.0%
of Total: 15.2%
TRANSPORTATION
QoQ $A
YoY %A YoY $A
$3,613 -10.8% -$3,833,204
2021Q1 QoQ %A QoQ $A YoY %A YoY $A
$13,620,741 26.9% $2,887,340 4.9% $2,307,861
% of Total: 23.7%
CONSTRUCTION
2021Q1 QoQ %A QoQ $A YoY %A YoY $A
$6,152,363 19.3% $993,236 16.1% $3,454,517
% of Total: 10.7%
BUSINESS TO BUSINESS
2021Q1 QoQ %A QoQ $A YoY %A YoY $A
$8,761,987 11.0% $864,797 5.1% $1,666,207
% of Total: 15.2%
QoQ = 21Q1 /20Q1 YoY = YE 21Q1 / YE 20Q1
28
Avenu Insights & Analytics
AGENDA ITEM 60
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Alicia Johnson, Senior Procurement Analyst
Jose Mendoza, Procurement Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Single Signature Authority Report
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the Single Signature Authority report for the
fourth quarter ended June 30, 2021.
BACKGROUND INFORMATION:
Certain contracts are executed under single signature authority as permitted in the Riverside
County Transportation Commission and Western Riverside County Regional Conservation
Authority Procurement Policy Manual adopted in March 2021. The Executive Director is
authorized to sign services contracts that are less than $250,000 individually and in an aggregate
amount not to exceed $2 million in any given fiscal year. Additionally, in accordance with Public
Utilities Code Section 130323(c), the Executive Director is authorized to sign contracts for
supplies, equipment, materials, and construction of all facilities and works under $50,000
individually.
The attached report details all contracts that have been executed for the fourth quarter ended
June 30, 2021, under the single signature authority granted to the Executive Director. The unused
capacity of single signature authority for services at June 30, 2021 is $944,195.
Attachment: Single Signature Authority Report as of June 30, 2021
Approved by the Budget and Implementation Committee on August 23, 2021
In Favor: 13 Abstain: 0 No: 0
Agenda Item 6D
30
CONTRACT #
18-33-123-00
PO 2806
21-31-002-00
21-31-023-00
21-19-041-00
CONSULTANT
AMOUNT AVAILABLE July 1, 2020
Los Angeles Engineering
Dispensing Technology Corp.
California Highway Patrol
HGN Corona Partners
Eadie + Payne
SINGLE SIGNATURE AUTHORITY
AS OF June 30, 2021
DESCRIPTION OF SERVICES
La Sierra Station Expansion Project
Bituminous Applicator for Interstate 15 Express Lanes
Construction Zone Enhancement Program (COZEEP) for Interstate 215
Pachappa Project
Parking agreement for SR -91 Corridor Operations Project
Accounting assistance and documenting accounting policies
ORIGINAL CONTRACT
AMOUNT
$2,000,000.00
3,497.49
38, 045.74
49,982.00
13, 500.00
51,000.00
PAID AMOUNT
3,497.49
38, 045.74
4,053.40
9,000.00
12,985.00
REMAINING
CONTRACT AMOUNT
0.00
0.00
45,928.60
4,500.00
38,015.00
21-31-033-00
California Highway Patrol
Construction Zone Enhancement Program (COZEEP) for Interstate 15/State
Route 91 Express Lanes Connector
50,000.00
0.00
50,000.00
21-19-041-01
Eadie + Payne
Accounting assistance and documenting accounting policies
50,000.00
0.00
50,000.00
20-18-053-01
21-24-102-00
Koff and Associates
Super Sweepers
Compensation, Classification and Benefits Studies
Commuter Rail Station Parking Lot and Parking Structure street sweeping
services
100,000.00
200,000.00
18,460.00
0.00
81, 540.00
200,000.00
19-31-013-01
Psomas
ROW Engineering Surveying Services
250,000.00
0.00
250,000.00
21-31-120-00
WSP USA, Inc.
French Valley Parkway Phase II Connector Ramp Metering Plans,
Specifications & Estimates
249, 780.00
0.00
249,780.00
AMOUNT USED
AMOUNT USED
AMOUNT REMAINING through June 30, 2021
1,055,805.23
1,055,805.23
$944,194.77
None
N/A
Agreements that fall under Public Utilities Code 130323 (C)
$-
$-
$-
Alicia Johnson
Prepared by
Theresia Trevino
Reviewed by
Note: Shaded area represents new contracts listed in the fourth quarter.
V:\2021\09 September\B&I\6C.AJ.A1.SingleSignQ4
AGENDA ITEM 6E
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Marla Dye, Senior External Affairs Management Analyst
Cheryl Donahue, Public Affairs Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Quarterly Public Engagement Metrics Report, April —June 2021
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the Quarterly Public Engagement Metrics
Report for April - June 2021.
BACKGROUND INFORMATION:
Staff continues to measure public engagement activities and prepare Quarterly Public
Engagement Metrics Reports for the Commission, a practice that began in April 2018. This report
covers the second quarter of 2021, from April to June. The quarterly reports are a
data -driven approach to monitor the Commission's progress toward public engagement goals, to
analyze the effectiveness of its efforts, and to provide transparency into how the Commission is
using its resources to engage with the public. This quarter's report includes six sets of data:
1) Metrics for RCTC's overall public engagement activities, including website use and access;
website top pages visited; email notifications; social media likes, engagement, and reach;
and public sentiment
2) Metrics for the Route 60 Truck Lanes Project including email activity, website sessions,
and social media
3) Metrics for the 1-15 Railroad Canyon Interchange Project including email activity, website
sessions, text messages, and social media
4) Metrics for the 1-215 Placentia Avenue Interchange Project including email activity,
website sessions, and social media
5) Metrics for the 91 Corridor Operations Project including email activity, website sessions,
and social media
6) Metrics for RCTC's 15/91 Express Lanes Connector Project public engagement activities,
including email activity, website sessions, and social media. This report is new for this
quarter and replaces the metrics for the 15 Express Lanes, which opened in April.
Report highlights for this quarter follow and are included in a graphical format. The metrics
showed small increases across platforms and mixed sentiment.
Agenda Item 6E
32
RCTC Overall Public Engagement
1) Website
a. For the quarter, there were 40,329 website sessions, a 2.7% increase from last
quarter's 39,243 sessions. There also were 28,653 unique users, a growth of 1.9%
compared to the previous quarter's 28,114 unique users.
b. Most visitors (45.8%) used organic search engines to reach the website, while
28.9% accessed the site using a direct search (keying in rctc.org). Others accessed
via social media (14.5%), and website referrals (7.8%).
c. Website access via desktop versus mobile device changed from the previous
quarter. Visits were 54% mobile and 46% desktop. During the previous quarter,
the ratio was 60/40.
d. The homepage continues to be the most frequently visited page, followed by the
Coachella Valley Rail Project page, 15/91 Express Lanes Connector Project page,
and the Meetings and Agendas page.
2) Social Media
a. Facebook: At the end of the quarter, the Facebook page had 9,903 likes, a
1% increase over last quarter's 9,825 likes. The page had 2,200 forms of
engagement, such as likes, comments and shares, an 84% decline from last
quarter's 13,401 forms of engagement. Facebook also had 2,325,699 impressions.
This was a small decrease — 2% — from last quarter's 2,371,229 impressions.
b. Twitter: RCTC's Twitter page showed a 2% increase in followers, from 1,330 to
1,315. Engagement increased by 163%, from 941 to 1,054. Impressions grew by
28% from 36,758 to 47,107.
c. Instagram: Instagram followers grew 7%, from 915 to 975. Engagement declined
42%, from 1,051 forms of engagement to 610. Impressions grew by 12% to 14,270,
compared to last quarter's 12,694.
d. Overall, public sentiment was positive. Engagement was positive on posts related
to the opening of the 15 Express Lanes and the CV Rail project. Negative sentiment
was expressed about the Pachappa Underpass Project nightly lane closures near
downtown Riverside.
3) RCTC's The Point: RCTC continues to produce content for its online blog, The Point, and
distributes this information and other news via email to subscribers. RCTC's subscribers
stayed the same at 4,014. A quarter of e -newsletter subscribers opened The Point, and
5% clicked on links to learn more.
Route 60 Truck Lanes Construction Public Engagement
1) Emails: Total email sign-ups since the project began grew to 339. This is a
2.1% increase over the 332 sign-ups received through the end of last quarter. There also
have been a total of 230 email inquiries, a 5.2% increase over the 227 inquiries through
the end of last quarter.
Agenda Item 6E
33
2) Website: Total website visits since grew to 21,116, an 8.3% increase from the 19,493 visits
through the end of last quarter.
3) Social Media: The project's Facebook, Twitter, and Instagram accounts all showed
significant increases. The Facebook page grew to 1,016 likes from 966 likes last quarter, a
5.2% increase. Twitter increased from 99 followers to 109 followers, a 10%. Instagram
followers grew 6.6% from 331 to 353.
1-15 Railroad Canyon Interchange Public Engagement
1) Emails and Texts: Total email sign-ups since the project began grew to 275. This is a
7.4% increase over the 256 sign-ups received through the end of last quarter. A total of
547 people registered to receive texts, a 13% jump over the 484 sign-ups through the end
of last quarter. There were 4 email inquiries for a total of 19 since the project started.
2) Website: Total website visits since project inception grew to 11,114, a 14.5% climb from
the 9,700 visits through the end of last quarter.
3) Social Media: The project's social media accounts all showed gains. The Facebook page
grew to 971 likes from 946 likes last quarter, a 2.6% increase. Twitter grew by 9.3% from
32 to 35 followers. Instagram followers increased 22.5% from 320 to 392.
1-215 Placentia Interchange Public Engagement
1) Emails: Total email sign-ups since the project began grew to 677. This is a
35.6% increase over the 499 sign-ups received through the end of last quarter. There
have been 11 email inquiries since the start of construction in August 2020.
2) Website: Total website visits grew to 2,327, a 32.1% increase from the 1,757 visits
through the end of last quarter.
3) Social Media: This project does not have a designated social media account. The RCTC
social media accounts, @theRCTC, are being used for this project. Total social media post
engagements totaled 2,915 for this quarter.
91 Corridor Operations Project Public Engagement
1) Emails: Email sign-ups during the last quarter totaled 2,504. This is a decrease of .9%.
Eleven email inquiries were received by the project team.
2) Website: Visits to the rctc.org/91cop webpage grew to 994 from the 552 visits from the
last quarter, an 80% increase.
3) Social Media: This project does not have a designated social media account. The RCTC
social media accounts, @theRCTC, are being used for this project. Total social media post
engagements totaled 499 for this quarter.
15/91 Express Lanes Connector Project Public Engagement
1) Emails: Due to the proximity of this project to the 15 Express Lanes, the project team
transferred the email addresses from the 15 Express Lanes Project to the 15/91 Express
Agenda Item 6E
34
Lanes Connector Project. The email addresses totaled 2,825 at the end of the second
quarter, and the project team received three email inquiries.
2) Texts: RCTC is using text messaging as another way to send construction updates for this
project. To date, 68 people has registered to receive texts.
3) Website: Visits to the rctc.org/15-9lconnector webpage totaled 5,714 during the quarter.
4) Social Media: The project's Facebook, Twitter and Instagram accounts were also
transferred from the 15 Express Lanes Project. This quarter's Facebook likes totaled
2,778, Twitter followers totaled 335, and Instagram followers totaled 600 at the end of
this quarter.
Attachments:
1) RCTC Overall Public Engagement Metrics
2) Route 60 Truck Lanes Construction Public Engagement Metrics
3) 1-15 Railroad Canyon Interchange Construction Public Engagement Metrics
4) 1-215 Placentia Interchange Construction Public Engagement Metrics
5) 91 Corridor Operations Project Construction Public Engagement Metrics
6) 15/91 Express Lanes Connector Public Engagement Metrics
Agenda Item 6E
35
ATTACHMENT 1
Public Engagement Metrics: Q2
Overall Social Media Sentiment
5
4
3
0
-1
-2
4/1 4/8 4/15 4/22 4/29 5/6 5/13 5/20 5/27 6/3 6/10 6/17 6/24 6/30
4/14 (+) 15 Express Lanes opening spikes engagement and positive sentiment
6/10 (+) Positive response to CV Rail Project
6/17 (-) Negative community reaction to Pachappa Underpass Project
6/24 (+) Boosted posts about CV Rail public hearings generate positive response
Social Media
Eblasts
Subscribers
4,013
Average
Open
25%
Average
Click
5%
Instagram
Followers
975
Engagement
610
Impressions
14,270
+7%
-42%
36
April - June 2021
40,329
+2.7%
Number of
Sessions
Top Channels
28,653
Number of +1.9%
Unique Users
Direct (28.9%) - 8,459
• Organic (45.8%) - 13,440
Social (14.5%) - 4,239
Referral (7.8%) - 2,285
Display (2.1 %) - 607
Top Pages Visited
Homepage is #1 most visited page
2 Coachella Valley Rail Project
3 15-91 Express Lanes Connector Project
4 Meetings and Agendas
Desktop vs Mobile Users
54%
•
State Route 60 State Route 60 Truck Lanes Project
TRUCK LANES Quarterly "At -a -Glance" Metrics Report
Email & Text Sign -Ups
Number of Sign -Ups
350
300
250
200
150
100
50
0
61
— ■
263
285 291 299
332 339
315 322 — —
c 91 o O O O O q °
q ,\91
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1>A o; Sao PQc ��� o Sao PQc' Sao PQc
Website Sessions
Total Website visits to Date
25000 —
20000
15000
10000
5000
6,715
1,414
0 —�
9,992
1
21,116
19,493
17,232
15,816
14,318 23
12,850
1
I
�q �Q �q rL0 rL0 rL0 rL0 �,�` rL'� �Q \Q
rL0 rL0 rL0 rp' rL0 rL0 rL0 rL0 rL0 rL0 rL0
CeQ Oee mac V.Cs 0 QQ c,e9 oee 4ac �c
o lac ��c
L� J a c' o �,
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Emails to Project Team
ATTACHMENT 2
May 2019 - June 2021
Number of Emails
250 —
200
150
100
50
0
67
144
I
157
170
187
199
213
227 230
q q O O O O '� '�
ti ti ti ti ti Nq Nq
ti0 ti0 ti ti0 ti0 rL0 ti0 ti0 rL0 rL0
�J� 5eQ QeG a� J� 5eQ oec, lac J� lac vJc
4\ 0L� ° P7' �� 0Z` \79 Sao PQ.
Social Media Likes/Follows
Number of Likes/Follows
1200 —
1000
800
600
400
200
314
115 ip
— 3
0L-
454
576
111
799
729 —
874
966 1,016
353
109
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�q
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4• �0� 06C Sao PQc . 06C Sao PQc ,ac PQc
37
• Facebook Page Likes • Twitter Followers
• Instagram Followers
Interstate 15
ATTACHMENT 3
5 Railroad Canyon Road Interchange Projeru
RAILROAD CANYON INTERCHANGE Quarterly "At -a -Glance" Metrics Report Apr 2020 - June 2021
Email & Text Sign -Ups
Number of Sign -Ups
600 —
500
400
300
200
100
0
- 208
194
351
234
I
457
246
484
256
547
275
1
�O,LO ,,, ,LO ti0,^ ,L,, ,`O ,`0 ti0^O tiO„ tiO„
vP ,,e9 Qec. 4ac �o '§ �o ceQ Qeo , ���
PQc ��� Oa Sao PQc a� PQc ��' O� )"§‘ PQc
• Email Sign -Ups • Text Sign -Ups
Website Sessions
Total Website visits to Date
12000
10000
8000
6000
4000
2000
0
4,230
6,769
I
8,279
9,700
11,114
�,p c eQ Qec 4.2, �Jc at �Jc �eQ Qe� lac v>
Q., V . Oa a° Qc ao' Qt, '' ' ,
P O � P P VO 1a PQ
1
Emails to Project Team
20 —
15
10
5
0
1
— —
10
1
14
15
19
,LO y0 ////0�0 0�0 0�0 �q �,LO ,LO ,L 7 `� ir10 ,y0��o �e Qec eQ Qe �a AsoPQc ' ' o S Sao PQc
Social Media Likes/Follows
1000 —
• 800
0
0
LL
y 600 —
w
Y
J
0 400 -
w
E • 200 —
Z
803
946 971
850 886 ■
0
O > 0 �0 Ncb \O q q
�Oti �Oti �Oti �Oti �Oti `le ti0 ti0 ti0N ti0N
c,eQ Qec ‘,V§ �o '§ ��0 5e9 Qec, �ac
L. a° ao
O � PQ
38 Facebook Page Likes Twitter Followers
• Instagram Followers
ATTACHMENT 4
Mid County Parkway
PLACENTIA
INTERCHANGE
Email Sian-Uos
1-215 Placentia Interchange Project
Quarterly "At -a -Glance" Metrics Report
Number of Sign -Ups
800 —
700
600
500
400
300
200
100
0
— 155
— - .
327
499
677
,lob° ,e ti °,N ,d>
c eQ Oea �.§ VP
°� 0Z` fie° PQc.
,y0 ,LO ,t9 t\ce. „ci
,lo
fie/ Oeo
Sao P9c � 0/ •P PQ�
Website Sessions
Total Website visits to Date
2500 —
2000
1500
1000
500
0
488
1,243
1
1,757
2,321
/‚‚"j
ti°�° ti°�N �› ti°moo rp ri9 rp ee „cb ,,R, ,\R, q ti°�Q
'' P)-9 Sao V. V '' 06. , Sao PQ,
Emails to Project Team
Jul 2020 - Jun 2021
Number of Emails
12
10
8
6
4
2
0
3
1
— -1
7
I
11
„c, e
Li¢ `L O�c`L �`4,,�`L ,J `L ,,o ,,§s
�J `t �e `1 co('`t �`a�`L ,J�`L
,J�, 06 ,a° PQ�, Sao P7"9 V ' 0 Sao PQ�
Cni-in! Marlin Pnct Fnnanamantc
Number of Post Engagements
3000 —
2500
2000
1500
1000
500
0
2,016
2,623
2,827 2,915
r
0 0 o 0 0 o a a
,yoti ,yo`� ,yoti 19 ,yo'` '1%) ,yd` ,yo`` ,yo'` ,yo'`
�eQ Oe� sec �Jo lac �o 9 Oee
06 Sa.4•
PQ� ,ac P 06 ,ac PQ�
39
ATTACHMENT 5
State Route 91
CORRIDOR OPERATIONS
PROJECT
Email Sign -Ups
State Route 91 Corridor Operations Project
Quarterly "At -a -Glance" Metrics Report
Number of Sign -Ups
3000
2500
2000 —
1500 —
1000 —
500 —
0 L_
2,527 2,504
191> 191> 1, ,LONcei ,�� 10, 0 19 ,L9\c 19
. c Jam,
P9 � O )'§‘ PQ
Website Sessions
Total Website visits to Date
1000 —
800
600
400
200
0
— 552
I
994
`LO1'> ,LO1'> `LONE ,LONE `LO,•'1) `LO .\`b `LONQ `LONQ
lac �c lac ' ' 49
Oee
Y;cs PQ� Sao 9j' O Sao PQ�'
Emails to Project Team
Nov 2020 - Jun 2021
Number of Emails and Calls
12
10
8
6
4
2
0
10
11
rc, ri91' eeee Nc\ N'A
Leo PQ� Sao \79 ,�, O6c Sao PQ�
Social Media Post Engagements
Number of Post Engagements
500 —
400
300
200
100
0
445
499
,LO`� ,91' ,LOS LOS OS O`� , ,L ,L ,L,N ,L,N
4 ct
•'§ ��c C�`a� ,§c 49 Oec, sec ��c
PQ O
40
ATTACHMENT 6
15/91
EXPRESS LANES
CONNECTOR
Email & Text Alert Sign -Ups
15/91 Express Lanes Connector Project
Quarterly "At -a -Glance" Metrics Report
Number of Sign -Ups
3000
2500
2000
1500
1000
500
—2,825
0 k_
• Email Sign -Ups Text Sign -Ups
Website Sessions
Total Website visits to Date
6000 —5,714
5000
4000
3000
2000
1000
0-
1
1
Emails to Project Team
Apr - Jun 2021
Number of Emails and Calls
3.0
2.5
2.0
1.5
1.0
0.5
0.0
3
Social Media Followers
Number of Post Engagements
3000 —2,778
2500
2000
1500
1000
500I -
0U
L.
,\O ,, '
Sao Pei O6 Sao V°
41
• Facebook Followers • Instagram Followers
Twitter Followers
AGENDA ITEM 6F
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
David Knudsen, Interim External Affairs Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
State and Federal Legislative Update
This item is for the Commission to receive and file an update on state and federal legislation.
DISCUSSION:
State Update
The Legislature returned from their monthlong summer recess on August 16, 2021, with only a
few weeks left in this first year of the two-year legislative session. As the September 10 deadline
to pass legislation fast approaches, legislators will be finalizing budget trailer bills associated with
the enacted 2021-22 state budget and other policy legislation. Governor Newsom has already
signed over 140 bills since July 15, 2021, with hundreds more expected to pass the Legislature
over the next few weeks.
High -Speed Rail Budget Update
One of the issues that still required a resolution once the legislature returned from summer
recess was further consideration of Governor Newsom's request for $4.2 billion to finish building
the first section of high-speed rail track, a 119 -mile stretch in the Central Valley. The Legislature
left the funds out of the June budget, pending further negotiation. Some lawmakers, including
some in Southern California, have indicated that more of the funds should be spent on local
transit projects in more populated areas, the "bookends" of the high-speed rail system, of Los
Angeles and San Francisco areas. While support exists in the legislature for the High -Speed Rail
project, it is unclear if the Governor's $4.2 billion request will be approved by the Legislature.
Climate Action Plan for Transportation Infrastructure Update
On July 12, 2021, after months of stakeholder outreach and drafting, the California State
Transportation Agency (CaISTA) released their finalized Climate Action Plan for Transportation
Infrastructure (CAPTI) detailing how the state intends to invest billions of discretionary
transportation dollars annually to combat and adapt to climate change. CAPTI was developed in
response to Governor Newsom's climate action executive orders N-19-19 and N-79-20. State
transportation funds, including revenue collected under Senate Bill (SB) 1, the Road Repair and
Agenda Item 6F
42
Accountability Act of 2017, must be used solely on transportation. As outlined in SB 1, California
will continue the "fix -it -first" approach to maintaining the state's highways, roads, and bridges.
According to CaISTA, however, under the new strategy adopted in July, where feasible and within
existing funding program structures, the state will invest discretionary transportation funds in
sustainable infrastructure projects that align with its climate, public health, and social equity
goals.
As previously reported to the Commission, RCTC staff participated in numerous discussions and
workshops regarding the drafting of CAPTI, which culminated in public comment letter to CaISTA
Secretary David Kim on May 17, 2021, seeking regional variation in its implementation. Exactly
how CAPTI will be incorporated into transportation project funding assessments is unclear.
However, staff will continue to participate the process, as subsequent guidelines are developed,
to advocate for transportation funding in Riverside County.
Federal Update
Senate Bipartisan Surface Transportation Reauthorization Bill
A bipartisan group of 10 Senators announced agreement on an infrastructure package backed by
President Biden on July 29, 2021, that authorizes a roughly $1.2 trillion physical infrastructure
package including $550 billion in new spending over five years. Based largely on the bipartisan
surface transportation reauthorization bills passed out of the Senate Committee on Environment
and Public Works and the Senate Committee on Commerce, Science and Transportation, this
Infrastructure Investment and Jobs Act is significantly smaller than the $2.25 trillion
infrastructure proposal President Biden unveiled in March.
On August 10, 2021, the Senate passed the Infrastructure Investment and Jobs Act which extends
highway, safety, transit, rail, pipeline, and research programs that are typically included in
five-year surface transportation reauthorizations. It also includes provisions to address climate
change, authorize programs to enhance the electric grid, and replace lead pipes.
Transportation -specific funding includes:
• $349 billion in funding for federal highway and major projects programs. It also includes
$40 billion for a new formula Bridge Investment Program;
• $66 billion in funding for passenger and freight rail programs;
• $11 billion to fund highway and pedestrian safety programs; and
• $91 billion to modernize and expand public transit systems.
Among many other priorities, the bill also includes:
• $46 billion to fund waste management, flood mitigation, wildfire, drought and coastal
resiliency;
• $55 billion for water infrastructure;
• $73 billion for power and grid Energy Infrastructure Act;
• $65 billion to rebuild the electric grid;
Agenda Item 6F
43
" $ 2 5 b i l l i o n f o r a i r p o r t i m p r o v e m e n t s ;
" $ 6 5 b i l l i o n t o e x p a n d b r o a d b a n d I n t e r n e t a c c e s s ; a n d
" $ 7 . 5 b i l l i o n f o r e l e c t r i c v e h i c l e s a n d l o w - c a r b o n s c h o o l b u s s e s a n d f e r r i e s .
W h i l e t h e b i p a r t i s a n I n f r a s t r u c t u r e I n v e s t m e n t a n d J o b s A c t i d e n t i f i e d t h e f u n d i n g s o u r c e s , o r
" p a y - f o r s , " t o f u n d t h e $ 5 5 0 b i l l i o n s p e n d i n g i n c r e a s e , t h e C o n g r e s s i o n a l B u d g e t O f f i c e , w h i c h
o f f i c i a l l y s c o r e s t h e c o s t o f f e d e r a l l e g i s l a t i o n , r e p o r t e d t h a t t h e i n f r a s t r u c t u r e p l a n w o u l d a d d
$ 2 5 6 b i l l i o n t o t h e p r o j e c t e d f e d e r a l d e f i c i t o v e r t h e n e x t 1 0 y e a r s .
I n a d d i t i o n , t h e b i p a r t i s a n I n f r a s t r u c t u r e I n v e s t m e n t a n d J o b s A c t i s s i g n i f i c a n t l y d i f f e r e n t f r o m
t h e p o l i c i e s c o n t a i n e d i n t h e H o u s e - p a s s e d I N V E S T i n A m e r i c a A c t ( I N V E S T A c t ) a n d d o e s n o t
i n c l u d e e a r m a r k s . I t w a s u n c l e a r w h e n t h e S e n a t e p a s s e d i t s i n f r a s t r u c t u r e b i l l h o w w e l l r e c e i v e d
i t w o u l d b e i n t h e H o u s e o r t i m e l i n e f o r a v o t e t h e r e . H o u s e m a j o r i t y l e a d e r s h i p h a s i n d i c a t e d a
v o t e o n t h e I n f r a s t r u c t u r e I n v e s t m e n t a n d J o b s A c t w o u l d c o i n c i d e w i t h c o n s i d e r a t i o n o f t h e
b u d g e t r e c o n c i l i a t i o n l e g i s l a t i o n , w h i c h i s u n d e r d e v e l o p m e n t i n t h e S e n a t e . T h e o n e - y e a r
e x t e n s i o n o f t h e l a s t f i v e - y e a r s u r f a c e t r a n s p o r t a t i o n r e a u t h o r i z a t i o n , t h e F i x i n g A m e r i c a ' s
S u r f a c e T r a n s p o r t a t i o n A c t ( F A S T A c t ) , w i l l e x p i r e o n S e p t e m b e r 3 0 , 2 0 2 1 .
A t t a c h m e n t s :
1 ) L e g i s l a t i v e M a t r i x
2 ) C A P T I C o m m e n t L e t t e r D a t e d M a y 1 7 , 2 0 2 1
A g e n d a I t e m 6 F
4 4
ATTACHMENT 1
RIVERSIDE COUNTY TRANSPORTATION COMMISSION - POSITIONS ON STATE AND FEDERAL LEGISLATION - AUGUST 2021
Legislation/
Author
Description
Bill
Status
Position
Date of Board
Adoption
AB 1499
(Daly)
Removes the January 1, 2024 sunset date for Department of
Transportation and regional transportation agencies to use the design-
build procurement method for transportation projects in California.
Passed Senate
Appropriations
July 15, 2021
SUPPORT
April 14, 2021
SB 623
(Newman)
Clarifies existing law to ensure toll operators statewide can improve
service to customers and enforce toll policies while increasing privacy
protections for the use of personally identifiable information (PII).
Hearing canceled at the
request of author. Now a
two-year bill.
April 26, 2021
SUPPORT
Staff action
based on
platform
April 5, 2021
SB261
(Allen)
This bill would require that the sustainable communities strategy be
developed to additionally achieve greenhouse gas emission reduction
targets for the automobile and light truck sector for 2045 and 2050 and
vehicle miles traveled reduction targets for 2035, 2045, and 2050
established by the board. The bill would make various conforming
changes to integrate those additional targets into regional transportation
plans.
Senate Transportation
Committee - hearing
postponed by committee.
Now a two-year bill.
April 27, 2021
OPPOSE
May 12, 2021
Federal
HR 972
(Calvert)
This bill establishes the Western Riverside County Wildlife Refuge which
would provide certainty for development of the transportation
infrastructure required to meet the future needs of southern California.
Ordered Reported by the
House Committee on
Natural Resources
July 14, 2021
SUPPORT
Staff action
based on
platform
June 11, 2021
45
ATTACHMENT 2
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
May 17, 2021
The Honorable David Kim
Secretary
California State Transportation Agency
915 Capitol Mall, Suite 3506
Sacramento, California 95814
4080 Lemon St. 3rd FI. Riverside, CA 92501
Mailing Address: P.O. Box 12008 Riverside, CA 92502-2208
951.787.7141 6 rctc.org
Re: CAPTI Implementation Public Comment
Dear Secretary Kim:
The Riverside County Transportation Commission (RCTC), both in its position as the regional transportation
planning agency and as the administrator of a local voter -approved sales tax measure dedicated to
transportation improvements in Riverside County, has participated in numerous briefings regarding California
State Transportation Agency's (CaISTA) development of the Climate Action Plan for Transportation
Infrastructure (CAPTI or Plan). As CaISTA developed the Plan's goals and strategies based on Governor Newsom's
Executive Orders N-19-19 and N-79-20, RCTC staff provided feedback and comments to ensure the Plan could
feasibly and equitably be implemented in growing suburban/rural regions like Riverside County.
RCTC supports CAPTI's efforts to reduce pollution and provide safe walking, biking, and transit access. Indeed,
RCTC has led the way in many of these efforts within Riverside County. Our local sales tax measure, Measure A,
funds improvements for all transportation modes, including on highways, public transit, rideshare alternatives,
local streets, and even habitat preservation. Our residents have invested considerable local tax dollars that have
not only provided operational improvement to the state's highway system but extended Metrolink commuter
rail service via the 91/Perris Valley Line, the first new Metrolink extension to open since 1994. The 24 -mile
extension of Metrolink was designed to reduce traffic congestion on Interstate 215 and improve transit options
for southwestern Riverside County residents.
RCTC has successfully delivered a diverse portfolio of transportation projects in Riverside County for decades
because of the financial investment our residents make to improve the region's transportation system. These
funds kept critically needed projects funded when state and federal funds ran dry. Also, these local funds,
leveraged with available state and federal resources, ensure our region has the transportation infrastructure
that is directly responsive to the needs of our diverse communities.
46
The Honorable David Kim
May 17, 2021
Page 2
With the CAPTI, however, the state appears ready to prescribe how and when transportation should be
delivered without regard for transportation needs in our region. Likewise, the Plan does not help or incentivize
the relocation of job centers to communities doing more than their fair share to address the state's affordable
housing shortage. While the state's emphasis has been on bringing in -fill housing to urban centers, equal
emphasis should also be placed on bringing "in -fill" jobs to predominantly residential centers. To do so would
reduce the need for long commutes outside our region and facilitate a shift in regional transportation planning
away from long-distance inter -county highway commutes to more localized transit and active transportation
improvements. Commuter traffic is not the only contributor to our region's roadway congestion. The ever-
increasing movement of goods through inland southern California takes a substantial toll on our air, roadways,
and infrastructure.
According to the Southern California Association of Governments, 32 percent of all containers entering the
country come through the San Pedro Bay Ports, and the total container volume is expected to increase by 120
percent to over 34 million containers by 2045. Inland southern California is a thoroughfare for goods and freight
movement to the rest of the country via four interstate highways and state routes, three airports, and 11 rail
lines and subdivisions with an associated intermodal terminal and three railyards. Warehousing square footage
in southern California exceeds 1.2 billion and 50 percent of these warehouses are located within five miles of
State Route 60. The majority of new warehousing growth is in inland southern California due to the region
having the most developable land zoned for industrial use. As a result, Interstate 10, Interstate 15, State Route
60, and State Route 91 averaged over 25,000 truck trips per day as of 2016.
Goods movement, coastal and urban job -center locations, and population growth due to availability of
affordable housing put a substantial strain on our region's transportation network. Local, regional, and state
collaboration is necessary before state agencies can implement the CAPTI strategies.
For these reasons, RCTC provides the following comments to the draft Plan:
One -size does not fit all: RCTC's concerns with CAPTI are rooted in the potential that CaISTA, Caltrans, the
California Transportation Commission (CTC), and other state agencies will implement the Plan in a one -size -fits -
all approach that does not consider local issues and needs. Riverside County, for example, is known for its
affordable living, vibrant communities, and preserved open spaces. For these reasons, we are among the fastest -
growing counties in the state. However, with this level of population growth, our residents also have among the
longest daily commutes in California. A report published in 2019 based on U.S. Census data found that two
Riverside County cities— Corona and Moreno Valley— are among the top 10 cities in the entire nation for average
round-trip commute time (73.4 and 68.6 minutes, respectively). Highway congestion represents one of the top
10 concerns for our residents. The following Implementation Strategies will require ongoing collaboration with
agencies like RCTC:
• S5.2 Update SHOPP and SB 1 Competitive Program Guidelines to Incentivize Climate Adaptation and
Climate Risk Assessments/Strategies
47
The Honorable David Kim
May 17, 2021
Page 3
• S6.1 Explore New Mechanisms to Mitigate Increases in Vehicle Miles Travelled (VMT) from
Transportation Projects
Maintain the State's integrity with the voters by delivering on the Senate Bill 1 promises: As CTC
Commissioners and industry organizations have stated, SB 1 was courageously passed by the legislature in 2017
after decades of inaction to increase transportation funding. SB 1 promised to reinvest in the dilapidated state-
owned facilities that our state's residents, visitors, and economy rely on for their livelihoods. The funding from
SB 1 promised to propel our state's transportation system forward is solely provided by vehicle owners as they
register their vehicles and purchase fuel. The CAPTI indicates a commitment to SB 1's fix -it -first approach.
However, we note the following Implementation Strategies that promise significant scrutiny will be placed on
future highway project investments while CTC, Caltrans, and CaISTA reconsider guidelines for programs,
including SCCP and TCEP that jeopardies the intent of SB 1.
• S1.4 Mainstream Zero -Emission Vehicle Infrastructure within the Trade Corridor Enhancement Program
• S2.4 Increase Funding to Active Transportation Program
• S4.1 Develop and Implement the Caltrans Strategic Investment Strategy to Align Caltrans Project
Nominations with the CAPTI Investment Framework
• S4.5 Develop and Implement Caltrans Climate Action Plan
• S4.6 Incorporate Zero -Emission Freight Infrastructure Needs into the California Freight Mobility Plan
• S5.2 Update Transportation Infrastructure Competitive Program Guidelines to Incentivize Climate
Adaptation and Climate Risk Assessments/Strategies
• S6.3 Develop Interagency Framework for Project Evaluation Around Advancing Sustainable
Communities
• S7.1 Leverage Transportation Investments to Incentivize Infill Housing Production
Local control, investment, and resources: Embedded in the CAPTI is a general theme that CaISTA, Caltrans, and
CTC will prioritize funding for non -highway projects even when local voter -approved measures seek to make
improvements to the state's highway system. The Plan also seeks to create stakeholder workgroups, including
one that will evaluate roadway pricing that could impact local toll collection. The state cannot inhibit the
implementation of RCTC's voter -approved project portfolio or interfere with toll pricing activities established by
local independent authorities, like RCTC, without its approval.
• S6.2 Convene a Roadway Pricing Working Group to Provide State Support for Implementation of Local
and Regional Efforts
Confronting inequities, reducing harms, and increasing benefits: RCTC joins CaISTA in its sincere efforts to right
the wrongs of past transportation decisions that have instituted and perpetuated inequities and disadvantages,
particularly to disadvantaged, low-income, and Black, Indigenous, and People of Color (BIPOC) individuals and
communities. It is critically important that the CAPTI Investment Framework and Investment Strategies not
continue to unintentionally harm the very individuals and communities we seek to uplift. In suburban and rural
areas where housing is more available and affordable, social, and racial inequities will be perpetuated by
divesting from the state highway system when a disproportionately high number of disadvantaged, low-income,
48
The Honorable David Kim
May 17, 2021
Page 4
and BIPOC individuals rely on this system to get to jobs in urban areas. CaISTA should therefore revisit the
following Investment Framework Guiding Principles to recognize that social and racial inequities exist all over
the state, not just in the urban cores, and that the inequities look different in various parts of the state:
• "Strengthening our commitment to social and racial equity by reducing public health and economic
harms and maximizing community benefits"
• "Promoting projects that do not significantly increase passenger vehicle travel"
• "Promoting compact infill development while protecting residents and businesses from displacement"
• "Developing a zero -emission freight transportation system"
No transportation -land use connections without including jobs: As the CAPTI acknowledges, transportation
projects are envisioned sometimes decades before they are ever delivered. The significant challenges involved
with the environmental phase alone promise transportation improvements are not delivered until well -after
they were needed. Acknowledging this unfortunate reality, the notion that "if you build it, they will come" is
one of the distant past. Over the last two decades, the exponential population increases seen in Riverside County
created a jobs -housing imbalance that leaves RCTC holding the bag. We do not have statutory authority over
land -use decisions or job creation efforts. CAPTI Investment Strategy S7 to Strengthen Transportation -Land Use
Connections harms areas like Riverside County that are doing their part to address the housing shortage in our
state.
In conclusion, we stand ready to work with you on implementing the CAPTI goals, but we request that CaISTA
allows for regional variation on the implementation methodology, protects the original intent of SB 1, and
ensures the state continues transportation investment, including on highways, in our region.
Many of the goals set forth in CAPTI are commendable and critical to addressing the challenges of the 21st
century. However, it contains the fatal flaw of infeasibility. The Plan does not recognize the staggering
investments the state must make —not just in coastal urban centers, but also in more inland regions —in order
to successfully secure an equitable and climate -resilient future for all. With good intent, the Plan instead applies
stringent guidelines for existing funding that inland regions will struggle to meet. As a result, CAPTI as currently
written would leave the very people it seeks to serve, behind.
I look forward to continuing this very important discussion and working with you towards implementing policies
that enhance, not inhibit, transportation in Riverside County.
Sincerely,
, le g 7/796(
Anne Mayer
Executive Director
49
AGENDA ITEM 6G
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Toll Policy and Operations Committee
Anthony Parada, Senior Management Analyst
Jennifer Crosson, Toll Operations Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
91 Express Lanes Monthly Status Reports
TOLL POLICY AND OPERATIONS COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the 91 Express Lanes Monthly Reports for the
three months from April to June 2021.
BACKGROUND INFORMATION:
The monthly 91 Express Lanes reports for the three months from April to June 2021 are attached.
The monthly reports provide information about 91 Express Lanes performance and activity. The
monthly reports include information for both segments of the 91 Express Lanes in Orange and
Riverside Counties.
Attachments:
1) 91 Express Lanes Status Report for April 2021
2) 91 Express Lanes Status Report for May 2021
3) 91 Express Lanes Status Report for June 2021
Agenda Item 6G
50
ATTACHMENT 1
OCTA
Orange County Transportation Authority
Riverside County Transportation Commission
&Express
Lanes
Status Report
April 2021
As of April 30, 2021
51
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA Westbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC 9
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 13
RCTC Westbound Peak -Hour Volumes 15
RCTC Operational Highlights 17
Financial Highlights RCTC 18
Joint Agency Trip and Revenue Statistics 19
Joint Agency Traffic Statistics 19
Joint Agency Performance Measures 20
Joint Agency Transponder Distribution 20
Incoming Email Activity 21
Operational Activity 22
etExpress
A Lanes
2
52
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the 91 Express Lanes for April 2021 was 1,515,393. This
represents a daily average of 50,513 vehicles. This is a 249.8 percent increase in total
traffic volume from the same period last year, which totaled 433,252 and was the second
month of the State of California's stay-at-home orders due to the coronavirus (COVID-19)
pandemic. Potential toll revenue for April was $4,769,272, which represents an increase
of 209.8 percent from the prior year's total of $1,539,527. Carpool percentage for April
was 21 percent as compared to the previous year's rate of 21.4 percent. As compared to
April 2019, traffic volume decreased by 0.9 percent while revenue increased by 6.3
percent. Traffic volumes are returning to pre-COVID-19 levels as Southern California
counties enter into less restrictive tiers of the State's Blueprint for a Safer Economy plan.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the Orange County
Transportation Authority (OCTA) 91 Express Lanes and associated potential revenue for
the month of April 2021.
Current Month -to -Date (MTD) as of April 30, 2021
Trips
Apr -21
MTD
Actual
Apr -20
MTD
Actual
Yr 21-to-Yr 20
%
Variance
Apr -19
MTD
Actual
Yr 21-to-Yr 19
%
Variance
Full Toll Lanes
1,197,856
340,333
252.0%
1,122,505
6.7%
3+ Lanes
317,537
92,919
241.7%
406,633
(21.9%)
Total Gross Trips
1,515,393
433,252
249.8%
1,529,138
(0.9%)
Revenue
Full Toll Lanes
$4,721,928
$1,513,358
212.0%
$4,406,472
7.2%
3+ Lanes
$47,344
$26,168
80.9%
$81,179
(41.7%)
Total Gross Revenue
$4,769,272
$1,539,527
209.8%
$4,487,650
6.3%
Average Revenue per Trip
Average Full Toll Lanes
$3.94
$4.45
(11.5%)
$3.93
0.3%
Average 3+ Lanes
$0.15
$0.28
(46.4%)
$0.20
(25.0%)
Average Gross Revenue
$3.15
$3.55
(11.3%)
$2.93
7.5%
etExpress
Lanes
3
53
The 2021 fiscal year-to-date traffic volume decreased by 8.3 percent and potential toll
revenue decreased by 3.4 percent, when compared with the same period last year. Year-
to-date average revenue per trip is $3.24.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA
91 Express Lanes and associated potential revenue for the months of July 2020 through
April 2021.
Fiscal Year (FY) 2020-21 Year -to -Date as of April 30, 2021
Trips
FY 2020-21
YTD
Actual
FY 2019-20
YTD
Actual
Yr-to-Yr
ok
Variance
Full Toll Lanes
9,490,589
9,833,114
(3.5%)
3+ Lanes
2,587,839
3,344,427
(22.6%)
Total Gross Trips
12,078,428
13,177,541
(8.3%)
Revenue
Full Toll Lanes
$38,609,100
$39,831,128
(3.1%)
3+ Lanes
$481,635
$618,966
(22.2%)
Total Gross Revenue
$39,090,735
$40,450,094
(3.4%)
Average Revenue per Trip
Average Full Toll Lanes
$4.07
$4.05
0.5%
Average 3+ Lanes
$0.19
$0.19
0.0%
Average Gross Revenue
$3.24
$3.07
5.5%
•JLan SS
4
54
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between full toll trips and
high -occupancy vehicle (HOV3+) trips for FY 2020-21 on a monthly basis.
FY 2020-21 Traffic Volume Overview
1.600.000
1,400,000
1.200.000
1,000,000 -
7 800,000 -
600,000 -
400,000 -
200,000 -
0
832,236
277,766
246,847 266,506 252,671
251 31
899,004
919,568
1,048,523
880,050
852,110
793,293
317,537
287,973
.r..
1,138,068 1,197,856
929,879
imp
Jul -20 Aug -20 Sep -20 Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
■Full Toll Lanes
■ 3+ Lanes
The chart below reflects the gross potential revenue breakdown between full toll trips and
HOV3+ trips for FY 2020-21 on a monthly basis.
FY 2020-21 Revenue Summary
$5,000,000
$4,500,000
$4,000,000
$3,500,000 -
w
$3,000,000 -
re
$2,500,000 -
$2,000,000 -
$1,500,000 -
$1,000,000 -,
$4,721,92
$4,269,601 $4,526,675
$3.770.761 $3,779,098
$3,673,371 $3,619,797
3,476,583 $3,488,629
$3,282,650
Jul -20 Aug -20 Sep -20
Oct -20 Nov -20 Dec -20 Jan -21
Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
•FuII TI Lanes M3+ Lanes
•JLan ss
5
55
OCTA EASTBOUND PEAK -HOUR VOLUMES
Peak -hour traffic in the eastbound direction reached or exceeded 90 percent of defined
capacity 16 times during the month of April 2021. As demonstrated on the next chart,
westbound peak -hour traffic volumes top out at 86 percent of defined capacity.
Monday
03/29/21
Tuesday
03/30/21
Wednesday
03/31/21
Thursday
04/01/21
Friday
04/02/21
PM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$6.95
464
3,162
93%
$8.10
520
2,771
82%
1500 -1600
$7.25
565
2,710
80%
$7.65
552
2,914
86%
1600 -1700
$6.80
375
2,775
82%
$7.45
423
2,665
78%
1700 -1800
$6.70
420
2,509
74%
$6.55
480
2,616
77%
1800-1900
$4.35
517
2,665
78%
$6.55
501
2,038
60%
1900-2000
$5.60
520
1,983
58%
$6.05
521
1,693
50%
Monday
04/05/20
Tuesday
04/06/20
Wednesday
04/07/20
Thursday
04/08/20
Friday
04/09/20
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400 -1500
$5.15
421
2,751
81%
$5.15
393
2,734
80%
$5.15
441
3,173
93%
$6.95
326
2,585
76%
$8.10
474
2,728
80%
1500 -1600
$5.50
428
2,885
85%
$4.75
450
3,288
97%
$7.25
476
2,831
83%
$7.25
525
2,914
86%
$7.65
532
3,019
89%
1600 -1700
$4.35
393
3,190
94%
$5.00
350
2,679
79%
$6.50
296
2,907
86%
$6.80
311
2,903
85%
$7.45
372
2,806
83%
1700 -1800
$4.80
349
2,755
81%
$4.90
359
2,910
86%
$5.40
355
2,851
84%
$6.70
378
2,917
86%
$6.55
415
2,823
83%
1800 -1900
$5.50
367
1,958
58%
$3.95
443
2,758
81%
$3.95
445
2,746
81%
$4.35
538
2,971
87%
$6.55
448
2,469
73%
1900-2000
$3.85
306
1,231
36%
$3.85
338
1,492
44%
$3.85
382
1,627
48%
$5.60
441
1,749
51%
$6.05
485
1,851
54%
Monday
04112120
Tuesday
04113120
Wednesday
04114120
Thursday
04/15/20
Friday
04/16/20
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15
359
2,773
82%
$5.15
378
2,657
78%
$5.15
371
3,031
89%
$6.95
380
3,125
92%
$8.10
439
2,829
83%
1500 -1600
$5.50
453
2,943
87%
$4.75
464
3,479
102%
$7.25
443
2,884
85%
$7.25
487
2,735
80%
$7.65
513
2,941
87%
1600 -1700
$4.35
334
3,248
96%
$5.00
336
2,694
79%
$6.50
323
2,974
87%
$6.80
312
2,859
84%
$7.45
350
2,697
79%
1700 -1800
$4.80
329
2,863
84%
$4.90
368
3,096
91%
$5.40
380
3,008
88%
$6.70
357
2,789
82%
$6.55
421
2,994
88%
1800-1900
$5.50
351
1,997
59%
$3.95
403
2,211
65%
$3.95
379
2,298
68%
$4.35
484
2,889
85%
$6.55
454
2,367
70%
1900-2000
$3.85
298
1,177
35%
$3.85
292
1,304
38%
$3.85
302
1,290
38%
$5.60
361
1,591
47%
$6.05
492
1,861
55%
Monday
04/19/20
Tuesday
04120/20
Wednesday
04/21120
Thursday
04/22/20
Friday
04/23/20
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
1400-1500
$5.15
348
2,757
81%
$5.15
337
2,518
74%
$5.15
394
2,882
85%
$6.95
376
3,310
97%
$8.10
383
2,037
60%
1500 -1600
$5.50
463
3,067
90%
$4.75
459
3,417
101%
$7.25
467
2,890
85%
$7.25
542
2,915
86%
$7.65
516
2,845
84%
1600 -1700
$4.35
343
3,166
93%
$5.00
316
2,606
77%
$6.50
334
3,012
89%
$6.80
339
3,065
90%
$7.45
389
2,885
85%
1700 -1800
$4.80
320
2,608
77%
$4.90
358
2,903
85%
$5.40
384
3,005
88%
$6.70
393
2,963
87%
$6.55
390
2,904
85%
1800 -1900
$5.50
380
2,118
62%
$3.95
440
2,524
74%
$3.95
462
2,622
77%
$4.35
418
2,456
72%
$6.55
497
2,362
69%
1900-2000
$3.85
344
1,416
42%
$3.85
299
1,390
41%
$3.85
324
1,370
40%
$5.60
343
1,429
42%
$6.05
486
1,904
56%
Monday
04/26/20
Tuesday
04127/20
Wednesday
04/28/20
Thursday
04/29/20
Friday
04130/20
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400-1500
$5.15
375
2,629
77%
$5.15
364
2,682
79%
$5.15
418
3,018
89%
$6.95
460
3,236
95%
$8.10
482
2,814
83%
1500 -1600
$5.50
461
3,069
90%
$4.75
455
3,447
101%
$7.25
494
2,920
86%
$7.25
537
2,859
84%
$7.65
538
2,905
85%
1600-1700
$4.35
352
3,242
95%
$5.00
333
2,651
78%
$6.50
348
2,965
87%
$6.80
325
2,822
83%
$7.45
346
2,772
82%
1700 -1800
$4.80
266
2,178
64%
$4.90
375
2,931
86%
$5.40
322
2,568
76%
$6.70
370
2,879
85%
$6.55
455
2,822
83%
1800 -1900
$5.50
372
1,907
56%
$3.95
408
2,396
70%
$3.95
456
2,791
82%
$4.35
483
2,697
79%
$6.55
568
2,708
80%
1900-2000
$3.85
262
1,053
31%
$3.85
298
1,302
38%
$3.85
322
1,461
43%
$5.60
375
1,659
49%
$6.05
501
1,985
58%
tioExpress
Lanes
6
56
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
03/29/20
Tuesday
03130120
Wednesday
03131/20
Thursday
04/01/20
Friday
04/02/20
AM Time
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400 - 0500
$3.05
368
1,138
33%
$3.05
282
902
27%
0500 - 0600
$4.95
574
2,206
65%
$4.70
468
1,830
54%
0600-0700
$5.15
355
2,184
64%
$4.95
255
1,718
51%
0700-0800
$5.65
316
2,110
62%
$5.50
216
1,507
44%
0800 - 0900
$5.15
256
1,995
59%
$4.95
233
1,447
43%
0900 -1000
$4.10
298
1,772
52%
$4.10
289
1,499
44%
Monday
04/05/20
Tuesday
04106/20
Wednesday
04/07/20
Thursday
04/08/20
Friday
04/09/20
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
359
1,210
36%
$3.05
396
1,205
35%
$3.05
370
1,222
36%
$3.05
404
1,318
39%
$3.05
333
1,057
31%
0500 - 0600
$4.95
511
2,156
63%
$4.95
578
2,448
72%
$4.95
583
2,342
69%
$4.95
618
2,326
68%
$4.70
472
1,986
58%
0600-0700
$5.15
299
2,228
66%
$5.15
314
2,290
67%
$5.15
313
2,280
67%
$5.15
314
2,076
61%
$4.95
318
2,067
61%
0700-0800
$5.65
252
2,036
60%
$5.65
262
2,241
66%
$5.65
263
2,212
65%
$5.65
218
1,783
52%
$5.50
271
2,055
60%
0800.0900
$5.15
226
2,040
60%
$5.15
212
2,031
60%
$5.15
202
2,009
59%
$5.15
235
2,554
75%
$4.95
219
1,894
56%
0900.1000
$4.10
205
1,785
53%
$4.10
211
1,888
56%
$4.10
229
1,896
56%
$4.10
200
1,956
58%
$4.10
224
1,654
49%
Monday
04112/20
Tuesday
04113/20
Wednesday
04114/20
Thursday
04/15/20
Friday
04116/20
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
379
1,229
36%
$3.05
409
1,265
37%
$3.05
385
1,172
34%
$3.05
393
1,172
34%
$3.05
323
1,027
30%
0500 - 0600
$4.95
559
2,301
68%
$4.95
631
2,413
71%
$4.95
583
2,324
68%
$4.95
594
2,393
70%
$4.70
479
2,078
61%
0600-0700
$5.15
359
2,189
64%
$5.15
364
2,299
68%
$5.15
352
2,372
70%
$5.15
373
2,297
68%
$4.95
330
2,144
63%
0700-0800
$5.65
336
2,314
68%
$5.65
334
2,297
68%
$5.65
333
2,423
71%
$5.65
366
2,414
71%
$5.50
335
2,176
64%
0800-0900
$5.15
199
2,194
65%
$5.15
188
2,151
63%
$5.15
202
2,172
64%
$5.15
186
2,107
62%
$4.95
203
1,940
57%
0900-1000
$4.10
158
1,653
49%
$4.10
159
1,846
54%
$4.10
161
1,795
53%
$4.10
197
1,743
51%
$4.10
171
1,662
49%
Monday
04/19/20
Tuesday
04/20/20
Wednesday
04121120
Thursday
04/22/20
Friday
04123120
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
397
1,168
34%
$3.05
387
1,241
37%
$3.05
386
1,155
34%
$3.05
349
1,151
34%
$3.05
316
1,043
31%
0500-0600
$4.95
568
2,382
70%
$4.95
611
2,454
72%
$4.95
524
2,148
63%
$4.95
553
2,301
68%
$4.70
464
2,176
64%
0600.0700
$5.15
330
2,316
68%
$5.15
379
2,448
72%
$5.15
350
2,040
60%
$5.15
374
2,378
70%
$4.95
333
2,022
59%
0700 - 0800
$5.65
326
2,354
69%
$5.65
341
2,541
75%
$5.65
337
2,239
66%
$5.65
345
2,440
72%
$5.50
345
2,090
61%
0800 - 0900
$5.15
213
2,254
66%
$5.15
216
2,456
72%
$5.15
241
2,241
66%
$5.15
189
2,234
66%
$4.95
216
2,028
60%
0900-1000
$4.10
193
1,911
56%
$4.10
201
2,215
65%
$4.10
186
1,902
56%
$4.10
185
1,859
55%
$4.10
183
1,505
44%
Monday
04126120
Tuesday
04/27120
Wednesday
04128120
Thursday
04/29/20
Friday
04/30/20
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
378
1,210
36%
$3.05
401
1,253
37%
$3.05
400
1,345
40%
$3.05
408
1,260
37%
$3.05
298
1,019
30%
0500-0600
$4.95
539
2,428
71%
$4.95
549
2,369
70%
$4.95
601
2,928
86%
$4.95
587
2,466
73%
$4.70
526
2,202
65%
0600-0700
$5.15
342
2,184
64%
$5.15
373
2,393
70%
$5.15
401
2,861
84%
$5.15
378
2,419
71%
$4.95
342
2,045
60%
0700-0800
$5.65
329
2,109
62%
$5.65
369
2,376
70%
$5.65
403
2,724
80%
$5.65
394
2,457
72%
$5.50
377
2,229
66%
0800-0900
$5.15
165
1,892
56%
$5.15
205
1,943
57%
$5.15
266
2,566
75%
$5.15
265
2,175
64%
$4.95
264
2,033
60%
0900-1000
$4.10
179
1,557
46%
$4.10
151
1,460
43%
$4.10
260
2,175
64%
$4.10
222
1,982
58%
$4.10
282
1,822
54%
et Express
A Lanes
7
57
OCTA OPERATIONAL HIGHLIGHTS
On -Road Operations
OCTA customer assistance specialists (CAS) responded to 101 calls during the month of
April. Of those calls, 77 were to assist disabled vehicles and 18 calls to remove debris.
The CAS provided assistance to six accidents in the Express Lanes with none of those
accidents originating in the State Route 91 general purpose lanes.
91 Express Lanes Back -Office System (BOS) Development Update
In February, Cofiroute USA, LLC (CUSA) notified OCTA and the Riverside County
Transportation Commission (RCTC) of a delay to the implementation of the new BOS for
the 91 Express Lanes for both Orange and Riverside counties as a result of the
COVID-19 pandemic. CUSA is the current operator of the 91 Express Lanes for both
OCTA and RCTC and is the firm selected for the design, development, and
implementation of the new BOS, as well as the customer service center operation, once
the current contract expires on June 30, 2021.
In anticipation that the future contractor would not be able to meet the go -live date in
July 2021, RCTC approved an amendment to the current three -party agreement between
CUSA, RCTC, and OCTA, which allowed for six one -month optional extension periods.
Staff from both agencies are continuing to work with CUSA to meet the revised anticipated
go -live date in October 2021.
91 Express Lanes Toll Entrance Gantries Infrastructure Project Update
OCTA entered into an agreement with the California Department of
Transportation (Caltrans) to provide construction and construction management services
for the 91 Express Lanes Toll Entrance Gantries Infrastructure Project. This project entails
constructing new toll gantries infrastructure at the three entrances of the OCTA
91 Express Lanes. In March, Caltrans advertised the project with project
award anticipated for May. Upon completion of the Infrastructure Project, Kapsch
TrafficCom USA, Inc., the toll lanes system integrator for the 91 Express Lanes, will install
new Electronic Toll and Traffic Management system equipment onto the new gantries.
etExpress
Lanes 8
58
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTD as of : 4/30/2021
YTD Variance
Description
Actual (1) Budget (1)
Dollar $ Percent (%)
Operating revenues:
Toll Revenue
$ 35,793,858.26
$ 26,896,928.00
$ 8,896,930.26
33.1
Fee Revenue
4,480,238.31
1,820,456.00
2,659,782.31
146.1
Total operating revenues
40,274,096.57
28,717,384.00
11,556,712.57
40.2
Operating expenses:
Contracted Services
5,590,762.60
5,997,600.00
406,837.40
6.8
Administrative Fee
2,497,150.00
2,601,460.00
104,310.00
4.0
Other Professional Services
925,430.91
2,756,021.00
1,830,590.09
66.4
Credit Card Processing Fees
837,837.86
762,480.00
(75,357.86)
(9.9)
Toll Road Account Servicing
522,855.75
489,000.00
(33,855.75)
(6.9)
Other Insurance Expense
367,354.44
783,250.00
415,895.56
53.1
Toll Road Maintenance Supply Repairs
138,957.11
2,103,510.00
1,964,552.89
93.4
Patrol Services
654,299.63
874,630.00
220,330.37
25.2
Building Equipment Repairs and Maint
613,235.66
1,109,260.00
496,024.34
44.7
6C Transponders
-
187,500.00
187,500.00
100.0
Other Services (5)
(983,780.32)
47,850.00
1,031,630.32
2,156.0
Utilities
41,317.54
95,800.00
54,482.46
56.9
Office Expense
9,966.48
79,095.00
69,128.52
87.4
Bad Debt Expense
136,431.83
-
(136,431.83)
N/A
Miscellaneous (2)
40,637.10
122,680.00
82,042.90
66.9
Leases
394,579.42
404,000.00
9,420.58
2.3
Total operating expenses
11,787,036.01
18,414,136.00
6,627,099.99
36.0
Depreciation and Amortization (3)
3,675,500.46
-
(3,675,500.46)
N/A
Operating income (loss) 24,811,560.10 10,303,248.00 14,508,312.10 140.8
Nonoperating revenues (expenses):
Reimbursement from Other Agencies
405,399.14
937,500.00
(532,100.86)
(56.8)
Interest Income
3,627,754.50
1,226,240.00
2,401,514.50
195.8
Interest Expense
" (3,573,624.74)r
(3,665,790.00)
92,165.26
r 2.5
Other
11,462.08
-
11,462.08
N/A
Total nonoperating revenues (expenses)
470,990.98
(1,502,050.00)
1,973,040.98
131.4
Transfers In
-
-
-
N/A
Transfers Out (4)
(3,938,474.30)
(34,763,200.00)
30,824,725.70
88.7
Net income (loss) $ 21,344,076.78 I $ (25,962,002.00) $ 47,306,078.78 (182.2)
'Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
Miscellaneous expenses include: Bond Insurance Costs, Bank Service Charge, Transponder Materials.
'Depreciation and amortization are not budgeted items.
Transfers Out: For M2 Project I and Project J expense reimbursements.
Litigation settlement w as accrued, the negative w ill be offset once the litigation payment is issued.
Capital Asset Activity
During the ten months ending April 30, 2021, capital asset activities included $11,453 for
the replacement of the air-conditioning units for the eastbound toll plaza, $810,223 for the
BOS replacement project, and $2,491,662 for payment of 6C implementation costs for
the Electronic Toll and Traffic Management system.
•JLan Express
9
59
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the 91 Express Lanes for April 2021 was 1,284,574. This
represents a daily average of 42,819 vehicles. This is a 250.8 percent increase in total
traffic volume from the same period last year, which totaled 366,178 and was the second
month of the COVID-19 stay-at-home order. Potential toll revenue for April was
$4,255,083, which represents an increase of 265.2 percent from the prior year's total of
$1,165,063. Carpool percentage for April was 19.8 percent as compared to the previous
year's rate of 20 percent. As compared to April 2019, traffic volume decreased by 4.5
percent and revenue decreased by 20.7 percent. Traffic volumes are returning to pre-
COVID-19 levels as Southern California counties enter into less restrictive tiers of the
State's Blueprint for a Safer Economy plan.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the Riverside County
Transportation Commission (RCTC) 91 Express Lanes and associated potential revenue
for the month of April 2021.
Current Month -to -Date as of April 30, 2021
Trips
APR -21
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
APR -20
MTD
Actual
Yr 21-to-Yr 20
%
Variance
Apr -19
MTD
Actual
Yr 21-to-Yr 19
Variance
Full Toll Lanes
1,030,130
1,055,800
(25,670)
(2.4%)
293,046
251.5%
1,008,624
2.1%
3+ Lanes
254,444
348,371
(93,927)
(27.0%)
73,132
247.9%
337,017
(24.5%)
Total Gross Trips
1,284,574
1,404,171
(119,597)
(8.5%)
366,178
250.8%
1,345,641
(4.5%)
Revenue
Full Toll Lanes
$4,210,820
$4,677,943
($467,123)
(10.0%)
$1,151,484
265.7%
$5,321,358
(20.9%)
3+ Lanes
$44,264
$0
$44,264
$13,579
226.0%
$44,024
0.5%
Total Gross Revenue
$4,255,083
$4,677,943
($422,859)
(9.0%)
$1,165,063
265.2%
$5,365,382
(20.7%)
Average Revenue per Trip
Average Full Toll Lanes
$4.09
$4.43
($0.34)
(7.7%)
$3.93
4.1%
$5.28
(22.5%)
Average 3+ Lanes
$0.17
$0.00
$0.17
=
$0.19
(10.5%)
$0.13
30.8%
Average Gross Revenue
$3.31
$3.33
($0.02)
(0.6%)
$3.18
4.1%
$3.99
(17.0%)
etExpress
Lanes
10
60
The 2021 fiscal year-to-date traffic volume decreased by 11.6 percent and potential toll
revenue decreased by 29.9 percent, when compared with the same period last year.
Year-to-date average revenue per -trip is $3.39.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC
91 Express Lanes and associated potential revenue for the months of July 2020 through
April 2021.
FY 2020-21 Year -to -Date as of April 30, 2021
Trips
FY 2020-21
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2019-20
YTD
Actual
Yr-to-Yr
iyo
Variance
Full Toll Lanes
8,141,498
10,065,471
(1,923,973)
(19.1%)
8,829,951
(7.8%)
3+Lanes
2,082,077
3,270,829
(1,188,752)
(36.3%)
2,729,447
(23.7%)
Total Gross Trips
10,223,575
13,336,300
(3,112,725)
(23.3%)
11,559,398
(11.6%)
Revenue
Full Toll Lanes
$34,289,125
$43,291,429
($9,002,303)
(20.8%)
$49,143,424
(30.2%)
3+ Lanes
$364,789
$0
$364,789
$322,018
13.3%
Total Gross Revenue
$34,653,914
$43,291,429
($8,637,514)
(20.0%)
$49,465,441
(29.9%)
Average Revenue per Trip
Average Full Toll Lanes
$4.21
$4.30
($0.09)
(2.1%)
$5.57
(24.4%)
Average 3+ Lanes
$0.18
$0.00
$0.18
$0.12
50.0%
Average Gross Revenue
$3.39
$3.25
$0.14
4.3%
$4.28
(20.8%)
•JLan ss
11
61
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between full toll lanes and HOV3+
lanes for FY 2020-21 on a monthly basis.
FY 2020-21 Traffic Volume Overview
1,600,000
1 400 000
1,200,000
1,000,000
7 800,000
0
600,000
400,000
200,000
0
236,320 254444
212,374 202,011
196,613
222,865
203528 198,844
, 183,901
171,177
994,294 1,030,130
879,975
791,824
771,951 787,711 763.738 729,424
673,879
718,572
Jul -20 Aug -20 Sep -20 Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
■ Full Toll Lanes ■3+ Lanes
The chart below reflects the gross potential revenue breakdown between full toll lanes
and HOV3+ lanes for FY 2020-21 on a monthly basis.
FY 2020.21 Revenue Summary
$5,000,000
$4,500,000
$4,000,000
$3,500,000
c
m $3,000,000 -
re
$2,500,000 -
$2,000,000 -
$1,500,000 -
$1,000,000 -
$3,705,484
$3,450,193
$3,280,797
$3,081,096
;687 tab,
$4.210.820
$4,107,544
$3,133,295 $3,343,629
53.109.143
$2,867,125
i
Jul -20 Aug -20 Sep -20 Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
•FuII TI Lanes •3+ Lanes
•JLan ss
12
62
RCTC PEAK -HOUR VOLUMES
In April, there were no toll rates adjusted in response to traffic volumes. A plan is in place
to monitor traffic volumes and adjust toll rates as traffic returns to pre-COVID-19 volumes.
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
03129/21
Tuesday
03/30/21
Wednesday
03/31/21
Thursday
04/01/21
Friday
04/02/21
PM Time
Price
HOV
SOV
Vol. LOS
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$10.95
265
1,214
1,479
F
$22.95
302
1,146
1,448
F
1500 - 1600
$14.95
301
974
1,275
E
$23.95
400
1,001
1,401
F
1600 - 1700
$7.95
226
1,099
1,325
F
$14.95
268
1,056
1,324
F
1700 • 1800
$5.30
244
982
1,226
E
$7.95
274
942
1,216
E
1800 - 1900
$5.30
274
972
1,246
E
$5.30
245
667
912
C
1900-2000
$2.25
261
713
974
C
$2.25
259
621
880
C
Monday
04/05/21
Tuesday
04/06/21
Wednesday
04107/21
Thursday
04/08/21
Friday
04/09/21
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 • 1500
$5.30 245
1,120
1,365
F
$5.30
232
1,108
1,340
F
$7.95
273
1,178
1,451
F
$10.95
197
1,136
1,333
F
$22.95
284
1,130
1,414
F
1500 - 1600
$8.95 275
1,027
1,302
F
$9.95
288
1,114
1,402
F
$13.95
271
979
1,250
E
$14.95
280
1,042
1,322
F
$23.95
331
1,025
1,356
F
1600 - 1700
$6.95 198
1,026
1,224
E
$6.95
185
1,020
1,205
E
$6.95
138
1,080
1,218
E
$7.95
171
1,139
1,310
F
$14.95
229
1,058
1,287
E
1700 - 1800
$5.30 186
989
1,175
D
$5.30
176
968
1,144
D
$5.30
197
996
1,193
D
$5.30
175
1,082
1,257
E
$7.95
216
1,028
1,244
E
1800. 1900
$4.20 193
674
867
C
$4.20
232
909
1,141
D
$5.30
208
960
1,168
D
$5.30
229
1,004
1,233
E
$5.30
219
1,014
1,233
E
1900.2000
$2.25 139
440
579
B
$2.25
168
493
661
B
$2.25
174
555
729
B
$2.25
188
626
814
C
$2.25
223
704
927
C
Monday
04112121
Tuesday
04113121
Wednesday
04/14/21
Thursday
04/15/21
Friday
04/16/21
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 • 1500
$5.30 187
1,084
1,271
E
$5.30
193
1,008
1,201
E
$7.95
171
1,018
1,189
D
$10.95
206
1,050
1,256
E
$22.95
270
1,201
1,471
F
1500 - 1600
$8.95 225
1,014
1,239
E
$9.95
264
1,117
1,381
F
$13.95
215
1,019
1,234
E
$14.95
204
954
1,158
D
$23.95
294
951
1,245
E
1600 • 1700
$6.95 161
1,131
1,292
E
$6.95
131
984
1,115
D
$6.95
190
1,005
1,195
D
$7.95
177
1,021
1,198
D
$14.95
248
1,056
1,304
F
1700 - 1800
$5.30 150
1,006
1,156
D
$5.30
168
1,038
1,206
E
$5.30
189
940
1,129
D
$5.30
172
1,046
1,218
E
$7.95
208
1,015
1,223
E
1800 - 1900
$4.20 153
728
881
C
$4.20
195
693
888
C
$5.30
185
825
1,010
D
$5.30
196
984
1,180
D
$5.30
256
1,013
1,269
E
1900.2000
$2.25 143
396
539
B
$2.25
116
446
562
B
$2.25
138
455
593
B
$2.25
163
664
827
C
$2.25
201
741
942
C
Monday
04/19/21
Tuesday
04/20/21
Wednesday
04/21/21
Thursday
04/22/21
Friday
04/23/21
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$5.30 188
968
1,156
D
$5.30
167
1,044
1,211
E
$7.95
181
1,068
1,249
E
$10.95
184
1,141
1,325
F
$22.95
150
765
915
C
1500 - 1600
$8.95 227
980
1,207
E
$9.95
173
1,050
1,223
E
$13.95
178
977
1,155
D
$14.95
230
1,145
1,375
F
$23.95
285
1,153
1,438
F
1600 • 1700
$6.95 144
1,020
1,164
D
$6.95
164
1,036
1,200
D
$6.95
165
927
1,092
D
$7.95
211
1,130
1,341
F
$14.95
272
1,138
1,410
F
1700 • 1800
$5.30 144
1,013
1,157
D
$5.30
190
1,039
1,229
E
$5.30
182
832
1,014
D
$5.30
190
1,044
1,234
E
$7.95
190
1,121
1,311
F
1800-1900
$4.20 164
773
937
C
$4.20
205
875
1,080
D
$5.30
216
683
899
C
$5.30
193
963
1,156
D
$5.30
240
932
1,172
D
1900-2000
$2.25 149
570
719
B
$2.25
126
513
639
B
$2.25
146
402
548
B
$2.25
141
580
721
B
$2.25
239
795
1,034
D
Monday
04/26/21
Tuesday
04/27/21
Wednesday
04/28/21
Thursday
04/29121
Friday
04/30121
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$5.30 153
982
1,135
D
$5.30
169
1,111
1,280
E
$7.95
203
1,077
1,280
E
$10.95
198
1,111
1,309
F
$22.95
270
1,157
1,427
F
1500 - 1600
$8.95 213
1,002
1,215
E
$9.95
190
1,037
1,227
E
$13.95
202
964
1,166
D
$14.95
231
1,013
1,244
E
$23.95
279
1,001
1,280
E
1600 • 1700
$6.95 177
981
1,158
D
$6.95
174
1,091
1,265
E
$6.95
166
973
1,139
D
$7.95
195
1,022
1,217
E
$14.95
238
1,067
1,305
F
1700 - 1800
$5.30 150
882
1,032
D
$5.30
175
1,005
1,180
D
$5.30
170
944
1,114
D
$5.30
193
1,099
1,292
E
$7.95
249
1,039
1,288
E
1800 - 1900
$4.20 195
629
824
C
$4.20
191
869
1,060
D
$5.30
235
938
1,173
D
$5.30
258
985
1,243
E
$5.30
309
1,017
1,326
F
1900.2000
$2.25 114
355
469
B
$2.25
146
430
576
B
$2.25
165
544
709
B
$2.25
162
616
778
B
$2.25
229
820
1,049
D
etExpress
Lanes
13
63
Eastbound PM Peak - County Line to 1-15 South
Monday
03129/21
Tuesday
03/30/21
Wednesday
03131121
Thursday
04/01/21
Friday
04/02/21
PM Time
Price
HOV
SOV
Vol. LOS
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30
140
836
976
C
$5.30
165
679
844
C
1500-1600
$5.30
163
742
905
C
$5.30
192
671
863
C
1600-1700
$5.30
98
766
864
C
$2.95
123
583
706
B
1700.1800
$5.30
118
623
741
B
$2.95
138
650
788
B
1800.1900
$2.95
152
747
899
C
$2.95
154
456
610
B
1900-2000
$2.95
166
505
671
B
$2.95
152
358
510
B
Monday
04105/21
Tuesday
04106121
Wednesday
04107121
Thursday
04/08/21
Friday
04/09/21
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30 129
732
861
C
$5.30
107
730
837
C
$5.30
139
843
982
C
$5.30
105
763
868
C
$5.30
132
723
855
C
1500-1600
$5.30 130
821
951
C
$5.30
125
920
1,045
D
$5.30
126
777
903
C
$5.30
150
801
951
C
$5.30
158
756
914
C
1600-1700
$2.95 113
859
972
C
$5.30
104
724
828
C
$5.30
90
767
857
C
$5.30
101
790
891
C
$2.95
105
724
829
C
1700-1800
$2.95 100
731
831
C
$2.95
113
796
909
C
$2.95
100
771
871
C
$5.30
102
808
910
C
$2.95
136
739
875
C
1800-1900
$2.95 95
499
594
B
$2.95
124
726
850
C
$2.95
118
703
821
C
$2.95
112
785
897
C
$2.95
119
609
728
B
1900.2000
$1.95 77
295
372
A
$1.95
82
379
461
B
$2.95
93
447
540
B
$2.95
129
440
569
B
$2.95
140
480
620
B
Monday
04/12/21
Tuesday
04113121
Wednesday
04/14/21
Thursday
04/15/21
Friday
04/16/21
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30 112
774
886
C
$5.30
121
733
854
C
$5.30
89
717
806
C
$5.30
99
733
832
C
$5.30
141
734
875
C
1500-1600
$5.30 152
764
916
C
$5.30
127
914
1,041
D
$5.30
97
754
851
C
$5.30
125
763
888
C
$5.30
127
640
767
B
1600-1700
$2.95 100
820
920
C
$5.30
91
712
803
C
$5.30
102
684
786
B
$5.30
98
697
795
B
$2.95
134
651
785
B
1700-1800
$2.95 82
755
837
C
$2.95
100
791
891
C
$2.95
90
702
792
B
$5.30
81
682
763
B
$2.95
122
619
741
B
1800-1900
$2.95 85
509
594
B
$2.95
104
586
690
B
$2.95
99
596
695
B
$2.95
111
659
770
B
$2.95
147
609
756
B
1900.2000
$1.95 63
288
351
A
$1.95
86
348
434
B
$2.95
57
343
400
A
$2.95
91
448
539
B
$2.95
129
478
607
B
Monday
04/19/21
Tuesday
04120121
Wednesday
04121121
Thursday
04/22/21
Friday
04/23/21
PM Time
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400-1500
$5.30
77
689
766
B
$5.30
74
700
774
B
$5.30
109
657
766
B
$5.30
101
806
907
C
$5.30
79
513
592
B
1500-1600
$5.30
107
701
808
C
$5.30
117
796
913
C
$5.30
94
742
836
C
$5.30
121
791
912
C
$5.30
132
711
843
C
1600.1700
$2.95
70
620
690
B
$5.30
88
630
718
B
$5.30
81
676
757
B
$5.30
93
713
806
C
$2.95
130
698
828
C
1700.1800
$2.95
72
667
739
B
$2.95
89
685
774
B
$2.95
91
683
774
B
$5.30
80
618
698
B
$2.95
103
709
812
C
1800-1900
$2.95
83
500
583
B
$2.95
117
608
725
B
$2.95
99
539
638
B
$2.95
106
608
714
B
$2.95
122
560
682
B
1900-2000
$1.95
88
397
485
B
$1.95
73
351
424
B
$2.95
81
342
423
B
$2.95
73
340
413
B
$2.95
108
486
594
B
Monday
04/26/21
Tuesday
04/27/21
Wednesday
04/28/21
Thursday
04/29/21
Friday
04/30/21
PM Time
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400-1500
$5.30
124
665
789
B
$5.30
104
767
871
C
$5.30
133
756
889
C
$5.30
148
793
941
C
$5.30
129
763
892
C
1500-1600
$5.30
119
748
867
C
$5.30
102
756
858
C
$5.30
125
809
934
C
$5.30
119
779
898
C
$5.30
119
557
676
B
1600.1700
$2.95
85
710
795
B
$5.30
98
708
806
C
$5.30
103
645
748
B
$5.30
103
700
803
C
$2.95
118
677
795
B
1700-1800
$2.95
85
596
681
B
$2.95
90
670
760
B
$2.95
53
659
712
B
$5.30
93
649
742
B
$2.95
109
620
729
B
1800-1900
$2.95
87
472
559
B
$2.95
90
591
681
B
$2.95
101
700
801
C
$2.95
122
656
778
B
$2.95
165
653
818
C
1900.2000
$1.95
83
263
346
A
$1.95
74
342
416
B
$2.95
93
412
505
B
$2.95
84
388
472
B
$2.95
143
473
616
B
etExpress
Lanes
14
64
RCTC WESTBOUND PEAK -HOUR VOLUMES
Westbound AM Peak - McKinley to County Line
Monday
03/29/21
Tuesday
03/30/21
Wednesday
03/31/21
Thursday
04/01/21
Friday
04102121
AM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30
173
596
769
B
$2.25 125
333
458
B
0500 • 0600
$9.95
327
1,049
1,376
F
$6.95 274
809
1,083
D
0600 • 0700
$10.95
211
806
1,017
D
$6.95 160
970
1,130
D
0700 - 0800
$6.95
208
1,247
1,455
F
$5.30 126
817
943
C
0800-0900
$5.30
140
955
1,095
D
$2.25 126
733
859
C
0900.1000
$5.30
147
659
806
C
$2.25 151
552
703
B
Monday
04/05/21
Tuesday
04/06/21
Wednesday
04/07/21
Thursday
04108121
Friday
04/09/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 166
630
796
B
$5.30 169
647
816
C
$5.30
162
712
874
C
$5.30
134
577
711
B
$2.25 155
366
521
B
0500.0600
$9.95 287
886
1,173
D
$9.95 337
1,585
1,922
F
$9.95
262
1,262
1,524
F
$9.95
337
1,114
1,451
F
$6.95 223
880
1,103
D
0600.0700
$9.95 165
1,062
1,227
E
$10.95 146
549
695
B
$10.95
175
770
945
C
$10.95
180
685
865
C
$6.95 200
1,256
1,456
F
0700.0800
$6.95 173
1,222
1,395
F
$6.95 183
1,373
1,556
F
$6.95
171
1,372
1,543
F
$6.95
147
986
1,133
D
$5.30 173
1,191
1,364
F
0800.0900
$5.30 134
1,022
1,156
D
$5.30 142
1,065
1,207
E
$5.30
134
1,054
1,188
D
$5.30
133
1,210
1,343
E
$2.25 112
898
1,010
D
0900.1000
$5.30 106
688
794
B
$5.30 120
735
855
C
$5.30
112
736
848
C
$5.30
104
781
885
C
$2.25 137
669
806
C
Monday
04112121
Tuesday
04113121
Wednesday
04/14/21
Thursday
04/15/21
Friday
04/16/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 170
603
773
B
$5.30 197
630
827
C
$5.30
199
486
685
B
$5.30
232
484
716
B
$2.25 159
355
514
B
0500 - 0600
$9.95 303
965
1,268
E
$9.95 390
1,508
1,898
F
$9.95
291
1,213
1,504
F
$9.95
351
1,259
1,610
F
$6.95 263
1,085
1,348
E
0600-0700
$9.95 207
1,101
1,308
E
$10.95 178
573
751
B
$10.95
212
1,265
1,477
F
$10.95
248
1,215
1,463
F
$6.95 187
1,161
1,348
E
0700.0800
$6.95 201
1,366
1,567
F
$6.95 231
1,407
1,638
F
$6.95
216
1,488
1,704
F
$6.95
235
1,434
1,669
F
$5.30 229
1,280
1,509
F
0800 • 0900
$5.30 123
1,151
1,274
E
$5.30 128
1,227
1,355
F
$5.30
124
1,185
1,309
E
$5.30
121
1,131
1,252
E
$2.25 123
1,004
1,127
D
0900-1000
$5.30 84
720
804
C
$5.30 88
761
849
C
$5.30
101
764
865
C
$5.30
101
631
732
B
$2.25 105
677
782
B
Monday
04119121
Tuesday
04/20/21
Wednesday
04/21/21
Thursday
04/22/21
Friday
04/23/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400.0500
$5.30 223
470
693
B
$5.30 214
434
648
B
$5.30
202
436
638
B
$5.30
194
402
596
B
$2.25 146
401
547
B
0500 • 0600
$9.95 345
1,178
1,523
F
$9.95 358
1,287
1,645
F
$9.95
245
829
1,074
D
$9.95
282
1,218
1,500
F
$6.95 218
1,067
1,285
E
0600-0700
$9.95 220
1,224
1,444
F
$10.95 216
1,368
1,584
F
$10.95
207
986
1,193
D
$10.95
191
1,360
1,551
F
$6.95 187
1,118
1,305
E
0700 - 0800
$6.95 229
1,408
1,637
F
$6.95 219
1,546
1,765
F
$6.95
237
1,183
1,420
F
$6.95
222
1,691
1,913
F
$5.30 198
1,227
1,425
F
0800 • 0900
$5.30 138
1,187
1,325
E
$5.30 123
1,451
1,574
F
$5.30
168
1,212
1,380
F
$5.30
161
1,394
1,555
F
$2.25 148
1,043
1,191
D
0900-1000
$5.30 100
781
881
C
$5.30 134
1,132
1,266
E
$5.30
116
814
930
C
$5.30
107
722
829
C
$2.25 99
706
805
C
Monday
04/26/21
Tuesday
04/27/21
Wednesday
04/28/21
Thursday
04/29/21
Friday
04/30/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400.0500
$5.30 191
498
689
B
$5.30 209
438
647
B
$5.30
203
446
649
B
$5.30
234
457
691
B
$2.25 197
394
591
B
0500.0600
$9.95 283
1,312
1,595
F
$9.95 301
1,140
1,441
F
$9.95
316
1,256
1,572
F
$9.95
294
1,281
1,575
F
$6.95 285
1,063
1,348
E
0600-0700
$9.95 204
1,181
1,385
F
$10.95 202
1,232
1,434
F
$10.95
237
1,364
1,601
F
$10.95
209
1,302
1,511
F
$6.95 192
1,138
1,330
E
0700-0800
$6.95 228
1,413
1,641
F
$6.95 225
1,391
1,616
F
$6.95
259
1,533
1,792
F
$6.95
266
1,481
1,747
F
$5.30 236
1,147
1,383
F
0800-0900
$5.30 115
1,090
1,205
E
$5.30 160
1,127
1,287
E
$5.30
166
1,600
1,766
F
$5.30
173
1,324
1,497
F
$2.25 174
1,092
1,266
E
0900-1000
$5.30 123
775
898
C
$5.30 76
671
747
B
$5.30
140
1,018
1,158
D
$5.30
130
919
1,049
D
$2.25 143
782
925
C
etExpress
Lanes
15
65
Westbound AM Peak - 1-15 North to County Line
Monday
03/29/21
Tuesday
03/30/21
Wednesday
03/31/21
Thursday
04/01/21
Friday
04/02/21
AM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95
117
341
458
B
$2.95 88
279
367
A
0500.0600
$6.85
186
779
965
C
$5.30 129
613
742
B
0600.0700
$6.85
137
899
1,036
D
$5.30 92
719
811
C
0700-0800
$6.85
119
855
974
C
$2.95 80
666
746
B
0800-0900
$2.95
103
835
938
C
$2.95 80
548
628
B
0900.1000
$2.95
117
643
760
B
$2.95 88
475
563
B
Monday
04/05/21
Tuesday
04/06/21
Wednesday
04/07/21
Thursday
04108121
Friday
04/09/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95 106
405
511
B
$2.95 121
369
490
B
$2.95
100
411
511
B
$2.95
69
278
347
A
$2.95 100
309
409
B
0500.0600
$6.85 171
772
943
C
$6.85 164
859
1,023
D
$6.85
146
853
999
C
$6.85
198
819
1,017
D
$5.30 125
703
828
C
0600 • 0700
$6.85 118
1,014
1,132
D
$6.85 112
1,085
1,197
D
$6.85
106
1,024
1,130
D
$6.85
144
896
1,040
D
$5.30 92
851
943
C
0700 - 0800
$6.85 91
892
983
C
$6.85 96
965
1,061
D
$6.85
80
948
1,028
D
$6.85
17
164
181
A
$2.95 85
833
918
C
0800 - 0900
$2.95 75
870
945
C
$2.95 69
880
949
C
$2.95
78
882
960
C
$2.95
78
1,073
1,151
D
$2.95 79
684
763
B
0900 - 1000
$2.95 83
545
628
B
$2.95 80
675
755
B
$2.95
74
649
723
B
$2.95
72
720
792
B
$2.95 78
571
649
B
Monday
04/12/21
Tuesday
04/13/21
Wednesday
04/14121
Thursday
04/15/21
Friday
04116/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400.0500
$2.95 101
424
525
B
$2.95 125
393
518
B
$2.95
58
285
343
A
$2.95
89
241
330
A
$2.95 75
313
388
A
0500.0600
$6.85 191
807
998
C
$6.85 206
841
1,047
D
$6.85
103
658
761
B
$6.85
139
590
729
B
$5.30 93
586
679
B
0600.0700
$6.85 142
1,029
1,171
D
$6.85 146
1,098
1,244
E
$6.85
98
786
884
C
$6.85
109
744
853
C
$5.30 83
646
729
B
0700.0800
$6.85 110
979
1,089
D
$6.85 123
953
1,076
D
$6.85
93
877
970
C
$6.85
117
827
944
C
$2.95 85
622
707
B
0800 -0900
$2.95 68
907
975
C
$2.95 68
935
1,003
D
$2.95
62
748
810
C
$2.95
58
749
807
C
$2.95 64
619
683
B
0900 -1000
$2.95 55
579
634
B
$2.95 67
641
708
B
$2.95
60
640
700
B
$2.95
69
598
667
B
$2.95 65
530
595
B
Monday
04/19/21
Tuesday
04/20/21
Wednesday
04/21121
Thursday
04/22/21
Friday
04/23/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400.0500
$2.95 105
294
399
A
$2.95 83
257
340
A
$2.95
82
271
353
A
$2.95
70
317
387
A
$2.95 72
338
410
B
0500.0600
$6.85 147
651
798
B
$6.85 161
612
773
B
$6.85
137
654
791
B
$6.85
137
716
853
C
$5.30 127
763
890
C
0600 - 0700
$6.85 113
811
924
C
$6.85 92
749
841
C
$6.85
92
705
797
B
$6.85
96
839
935
C
$5.30 98
791
889
C
0700 - 0800
$6.85 102
844
946
C
$6.85 93
922
1,015
D
$6.85
104
838
942
C
$6.85
92
883
975
C
$2.95 99
806
905
C
0800.0900
$2.95 56
807
863
C
$2.95 75
871
946
C
$2.95
79
953
1,032
D
$2.95
70
779
849
C
$2.95 73
720
793
B
0900.1000
$2.95 68
630
698
B
$2.95 54
641
695
B
$2.95
65
614
679
B
$2.95
53
624
677
B
$2.95 66
453
519
B
Monday
04/26/21
Tuesday
04127121
Wednesday
04128/21
Thursday
04/29/21
Friday
04/30/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400.0500
$2.95 81
320
401
B
$2.95 99
380
479
B
$2.95
72
350
422
B
$2.95
102
318
420
B
$2.95 85
292
377
A
0500.0600
$6.85 122
761
883
C
$6.85 136
793
929
C
$6.85
196
917
1,113
D
$6.85
145
772
917
C
$5.30 150
717
867
C
0600-0700
$6.85 91
827
918
C
$6.85 121
998
1,119
D
$6.85
178
1,049
1,227
E
$6.85
139
935
1,074
D
$5.30 91
602
693
B
0700-0800
$6.85 78
583
661
B
$6.85 118
909
1,027
D
$6.85
144
1,060
1,204
E
$6.85
125
930
1,055
D
$2.95 126
858
984
C
0800.0900
$2.95 63
688
751
B
$2.95 66
759
825
C
$2.95
77
899
976
C
$2.95
72
816
888
C
$2.95 100
774
874
C
0900.1000
$2.95 53
601
654
B
$2.95 57
544
601
B
$2.95
96
610
706
B
$2.95
57
529
586
B
$2.95 92
612
704
B
etExpress
Lanes
i6
66
CTC OPERATIONAL HIGHLIGHTS
On -Road Operations
RCTC Freeway Service Patrol responded to 87 calls during the month of April. Of those
calls, 62 were to assist disabled vehicles, six calls to remove debris, and 19 were in
response to accidents in the Express Lanes.
91 Express Lanes Back -Office System (BOS) Development Update
In February, Cofiroute USA, LLC (CUSA) notified OCTA and RCTC of a delay to the
implementation of the new BOS for the 91 Express Lanes for both Orange and Riverside
counties as a result of the COVID-19 pandemic. CUSA is the current operator of the
91 Express Lanes for both OCTA and RCTC and is the firm selected for the design,
development, and implementation of the new BOS, as well as the customer service center
operation, once the current contract expires on June 30, 2021.
In anticipation that the future contractor would not be able to meet the go -live date in
July 2021, the OCTA Board of Directors approved an amendment to the current
three -party agreement between CUSA, RCTC, and OCTA, which allowed for six
one -month optional extension periods. Staff from both agencies are continuing to work
with CUSA to meet the revised anticipated go -live date in October 2021.
etExpress
A Lanes
17
67
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 4/30/2021
YTD Variance
Description
Actual
Budget
Dollar $
Percent (%)
Operating revenues:
Toll Revenue
$ 31,486,625.18
$ 21,462,000.00
$ 10,024,625.18
46.7
Fee Revenue
5,183,319.66
2,042,083.33
3,141,236.33
153.8
Total operating revenues
36,669,944.84
23,504,083.33
13,165,861.51
56.0
Operating expenses:
Salaries and Benefits
490,068.01
562,916.67
72,848.66
12.9
Legal Services
91,908.73
291,666.67
199,757.94
68.5
Advisory Services
57,833.86
62,500.00
4,666.14
7.5
Audit and Accounting Fees
31,550.00
30,000.00
(1,550.00)
(5.2)
Service Fees
1,541.32
16,666.67
15,125.35
90.8
Other Professional Services
439,059.63
2,184,166.67
1,745,107.04
79.9
Lease Expense
228,206.14
408,500.00
180,293.86
44.1
Operations
1,522,405.44
2,489,166.67
966,761.23
38.8
Utilities
20,010.33
68,000.00
47,989.67
70.6
Supplies and Materials
4,690.27
25,000.00
20,309.73
81.2
Membership and Subscription Fees
28,281.50
25,000.00
(3,281.50)
(13.1)
Office Equipment & Furniture (Non -Capital)
4,706.87
12,500.00
7,793.13
62.3
Maintenance/Repairs
94,209.53
304,250.00
210,040.47
69.0
Training Seminars and Conferences
(720.00)
1,916.67
2,636.67
137.6
Transportation Expenses
-
3,333.33
3,333.33
100.0
Lodging
-
2,916.67
2,916.67
100.0
Meals
-
416.67
416.67
100.0
Other Staff Expenses
-
416.67
416.67
100.0
Advertising
4,611.25
229,166.67
224,555.42
98.0
Program Management
62,204.53
138,416.67
76,212.14
55.1
Program Operations
5,942,883.60
7,196,416.67
1,253,533.07
17.4
Litigation Settlement
-
-
-
N/A
Furniture & Equipment
-
254,166.67
254,166.67
100.0
Improvements
-
-
-
N/A
Bad Debt Expense
4,784.23
-
(4,784.23)
N/A
Total operating expenses
9,028,235.24
14,307,500.00
5,279,264.76
36.9
Operating income (loss) 27,641,709.60 9,196,583.33 18,445,126.27 200.6
Nonoperating revenues (expenses):
Interest Revenue
391,179.63
576,583.33
(185,403.70)
32.2
Other Miscellaneous Revenue
52,435.68
83.33
52,352.35
(62,822.8)
Interest Expense
(22,234,617.17)
(5,933,250.00)
(16,301,367.17)
274.7
Total nonoperating revenues (expenses)
(21,791,001.86)
(5,356,583.33)
(16,434,418.53)
(306.8)
Transfers In
-
-
-
N/A
Transfers Out
(643,900.00)
(854,416.67)
210,516.67
(24.6)
Net income (loss) $ 5,206,807.74 $ 2,985,583.33 $ 2,221,224.41 74.4
1 Unaudited
etExpress
Lanes
18
68
JOINT AGENCY TRIP AND REVENUE STATISTICS
MULTI AGENCY TRIP AND REVENUE STATISTICS
MONTH ENDING April 30, 2021
MTD
Transactions by
Agency
Transactions
Using Both
Segments
%Using Both
Segments
Revenue
Westbound
OCTA
746,614
296,617
40%
$2,060,112
RCTC
660,572
296,617
45%
$2,069,752
1-15
260,164
195,168
75%
$729,556
McKinley
400,408
101,449
25%
$1,340,195
Eastbound
OCTA
768,779
341,995
44%
$2,709,160
RCTC
624,002
341,995
55%
$2,185,332
1-15
232,331
134,426
58%
$596,281
McKinley
391,671
207,569
53%
$1,589,051
JOINT AGENCY TRAFFIC STATISTICS
Joint Agency Traffic Statistics
900,000
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
OCTA
45%
RCTC
OCTA RCTC
Westbound Eastbound
• OCTA Transactions ■ RCTC Transactions
• % of OCTA Transactions Using Both Segments • % of RCTC Transactions Using Both Segments
•JLan Express
19
69
JOINT AGENCY PERFORMANCE MEASURES
Reporting PERFORMANCE Apr -21
REPORTING REQUIREMENT Period STANDARD
Performance
CUSTOMER SERVICE
Call Wait Time
Monthly
Not to exceed 2 minutes
1:44
Abandon Rate
Monthly
No more than 4.0%
2.3%
Customer Satisfaction
Monthly
At least 75 outbound calls
75
VIOLATION PROCESSING
Response Time
Monthly
Within 2 business days of receipt 1.0
CUSA Violation Collection Rate
Quarterly
70% or more
CUSA Violation Collection Rate
Annually
74% or more
TRAFFIC OPERATIONS
Initial & Secondary Reviews
Monthly
Equal to or less than 15 days
1.5
Plate Misread Errors
Monthly
Equal to or less than 0.4%
0.02%
CAS Response Time
Monthly
0:20 (minutes) per call
0:06
ACCOUNTING
OCTA Exceptions
Monthly
No more than 3
0
RCTC Exceptions
Monthly
No more than 3
0
INFORMATION TECHNOLOGY
Back -office System Uptime
Monthly
99% Availability
100%
Network Uptime
Monthly
99% Availability
100%
CUSA = Cofiroute USA; CAS = OCTA Customer Assistance Specialists
* Plate Misread Error performance is current after a 60 -day hold -back period; therefore, percentage reported here is for two months prior to the
month of this report.
JOINT AGENCY TRANSPONDER DISTRIBUTION
April -21
T21 TRANSPONDER DISTRIBUTION
March -21
% of Total
FY 2020-21
Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Total Issued
1,425 98.4%
11 0.8%
12 0.8%
1,448
r
i
1,378
15
11
1,404
98.1%
1.1%
0.8%
i
810 97.1%
15 1.7%
10 1.2%
835
Returned
Account Closures
Accounts Downsizing
DefectNe Transponders
4,623 1 100.0% 1 5,821
100.0%
Total Returned
835 21.6%
0 0.0%
3,038 1 78.4%
4,623 5,821 3,873
etExpress
Lanes
20
70
6C TRANSPONDER DISTRIBUTION
April -21
Tags
March -21 FY 2020-21
% of Total Tags
% of Total Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Total Issued
39,080
27
1
39,108
99.9%
0.1%
0.0%
66,550
r
55
0
66,605
99.9%
0.1%
0.0%
r
28,618 99.9%
25 0.1%
1 0.0%
28,645
Returned
Account Closures
Accounts Downsizing
Defective Transponders
Total Returned
At the end of April 2021, the 91 Express Lanes had 152,123 active customer accounts
and 555,644 transponders classified as assigned.
Number of Accounts by FY
As of April 30, 2021
160,000 -
140,000 -
130,048
120,000 -114,138 112,584 112,473 112,929113,672
116,813 119,782ya-rf
r
100,000 -
80,000 -
60,000 -
40,000 -
20,000 -
ti
ti
o
ti
ti
oyI)(
ti
148,054 149,803 152,123
140,694 1 i
A
obi
N. 'Y1 .yam N. 1, 1,
y 01
O,, yc o L6N' yO' ' L& y01-
Fiscal Year
Incoming Email Activity
During April, the Anaheim Processing Center received 4,000 emails.
etExpress
Lanes
21
71
Operational Activity
Amid concerns about the spread of COVID-19 and following the State of California's
guidance to help reduce its spread, the 91 Express Lanes Customer Walk -In Center was
closed in March 2020 and will remain so until further notice. Operational activities in the
Anaheim and Corona locations continued to function with a combination of remote
workers and core staff located at the facilities. Core essential functions include aiding
stranded motorists, providing incident management services, and dispatching emergency
vehicles through the traffic operations center. The call center remains open to respond to
customer service and violation calls.
•JExpress
22
72
ATTACHMENT 2
OCTA
Orange County Transportation Authority
Riverside County Transportation Commission
&Express
Lanes
Status Report
May 2021
As of May 31, 2021
73
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA Westbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC 9
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 13
RCTC Westbound Peak -Hour Volumes 15
RCTC Operational Highlights 17
Financial Highlights RCTC 18
Joint Agency Trip and Revenue Statistics 19
Joint Agency Traffic Statistics 19
Joint Agency Performance Measures 20
Joint Agency Transponder Distribution 20
Incoming Email Activity 21
Operational Activity 22
etExpress
A Lanes
2
74
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the 91 Express Lanes for May 2021 was 1,577,066. This
represents a daily average of 50,873 vehicles. This is a 105.7 percent increase in total
traffic volume from the same period last year, which totaled 766,588 and was the third
month of the State of California's stay-at-home order due to the coronavirus (COVID-19)
pandemic. Potential toll revenue for May was $4,804,320, which represents an increase
of 85.2 percent from the prior year's total of $2,594,469. Carpool percentage for May was
22.8 percent as compared to the previous year's rate of 23.8 percent. As compared to
May 2019, traffic volume increased by 2.6 percent and revenue increased by 5.1 percent.
Traffic volumes are returning to pre-COVID-19 levels as Southern California counties
entered into less restrictive tiers of the State's Blueprint for a Safer Economy plan in May.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the Orange County
Transportation Authority (OCTA) 91 Express Lanes and associated potential revenue for
the month of May 2021.
Current Month -to -Date (MTD) as of May 31, 2021
Trips
May -21
MTD
Actual
May -20
MTD
Actual
Yr 21-to-Yr 20
%
Variance
May -19
MTD
Actual
Yr 21-to-Yr 19
Variance
Full Toll Lanes
1,218,007
584,419
108.4%
1,119,465
8.8%
3+ Lanes
359,059
182,169
97.1%
417,578
(14.0%)
Total Gross Trips
1,577,066
766,588
105.7%
1,537,043
2.6%
Revenue
Full Toll Lanes
$4,760,306
$2,550,977
86.6%
$4,485,490
6.1%
3+ Lanes
$44,014
$43,492
1.2%
$86,806
(49.3%)
Total Gross Revenue
$4,804,320
$2,594,469
85.2%
$4,572,297
5.1%
Average Revenue per Trip
Average Full Toll Lanes
$3.91
$4.36
(10.3%)
$4.01
(2.4%)
Average 3+ Lanes
$0.12
$0.24
(50.0%)
$0.21
(42.3%)
Average Gross Revenue
$3.05
$3.38
(9.8%)
$2.97
2.5%
etExpress
Lanes
3
75
The 2021 fiscal year-to-date traffic volume decreased by 2.1 percent and potential toll
revenue increased by 2 percent, when compared with the same period last year.
Year-to-date average revenue per trip is $3.21.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA
91 Express Lanes and associated potential revenue for the months of July 2020 through
May 2021.
Fiscal Year (FY) 2020-21 Year -to -Date (YTD) as of May 31, 2021
Trips
FY 2020-21
YTD
Actual
FY 2019-20
YTD
Actual
Yr-to-Yr
0/0
Variance
Full Toll Lanes
10,708,596
10,417,533
2.8%
3+ Lanes
2,946,898
3,526,596
(16.4%)
Total Gross Trips
13,655,494
13,944,129
(2.1%)
Revenue
Full Toll Lanes
$43,369,406
$42,382,105
2.3%
3+ Lanes
$525,648
$662,458
(20.7%)
Total Gross Revenue
$43,895,055
$43,044,563
2.0%
Average Revenue per Trip
Average Full Toll Lanes
$4.05
$4.07
(0.5%)
Average 3+ Lanes
$0.18
$0.19
(5.3%)
Average Gross Revenue
$3.21
$3.09
3.9%
•JLan ss
4
76
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between full toll trips and
high -occupancy vehicle (HOV3+) trips for FY 2020-21 on a monthly basis.
FY 2020-21 Traffic Volume Overview
1.600.000
1,400,000
1.200.000
1,000,000 -
7 800,000 -
0
600,000 -
400,000 -
200,000 -
0
277,766
246,847 266,506 252,671
251 31
1,048,523
929,879
317,537
287,973
832,236 899,004 919,568 880,050 852,110
793,293
1,138,068 1,197,856
359,059
1,218,0071
Jul -20 Aug -20 Sep -20 Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
■Full Toll Lanes
■ 3+ Lanes
The chart below reflects the gross potential revenue breakdown between full toll trips and
HOV3+ trips for FY 2020-21 on a monthly basis.
FY 2020-21 Revenue Summary
$5,000,000
$4,500,000
$4,000,000
$3,500,000 -
w
$3,000,000 -
re
$2,500,000 -
$2,000,000 -
$1,500,000 -
$1,000,000 -,
$4,269,601 $4,526,675
93.770.761 $3,779,098
$3,673.371 93,619,797
3,476.583 $3,488,629
$3,282,650
Jul -20 Aug -20 Sep -20
$4,760,3061-
$4,721,928
Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21
Jun -21
Month
•FuII TI Lanes •3+ Lanes
&Expre ss
5
77
OCTA EASTBOUND PEAK -HOUR VOLUMES
Peak -hour traffic in the eastbound direction reached or exceeded 90 percent of defined
capacity 15 times during the month of May 2021. As demonstrated on the next chart,
westbound peak -hour traffic volumes top out at 79 percent of defined capacity.
Monday
05/03/21
Tuesday
05/04/21
Wednesday
05/05/21
Thursday
05/06/21
Friday
05107121
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400-1500
$5.15
388
2,642
78%
$5.15
369
2,591
76%
$5.15
367
3,044
90%
$6.95
397
3,155
93%
$8.10
454
2,852
84%
1500-1600
$5.50
490
3,048
90%
$4.75
502
3,438
101%
$7.25
496
2,817
83%
$7.25
508
2,775
82%
$7.65
536
2,908
86%
1600 - 1700
$4.35
354
3,159
93%
$5.00
339
2,474
73%
$6.50
335
2,857
84%
$6.80
343
3,006
88%
$7.45
387
2,740
81%
1700 - 1800
$4.80
335
2,665
78%
$4.90
363
2,936
86%
$5.40
393
3,001
88%
$6.70
397
2,970
87%
$6.55
461
2,861
84%
1800 - 1900
$5.50
380
1,958
58%
$3.95
430
2,617
77%
$3.95
448
2,767
81%
$4.35
509
2,767
81%
$6.55
580
2,690
79%
1900 - 2000
$3.85
282
1,183
35%
$3.85
329
1,471
43%
$3.85
338
1,543
45%
$5.60
427
1,764
52%
$6.05
524
1,955
58%
Monday
05/10/21
Tuesday
05/11/21
Wednesday
05/12/21
Thursday
05/13/21
Friday
05/14/21
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400-1500
$5.15
398
2,738
81%
$5.15
359
2,629
77%
$5.15
390
3,038
89%
$6.95
433
3,202
94%
$8.10
537
3,036
89%
1500 - 1600
$5.50
478
2,960
87%
$4.75
433
3,231
95%
$7.25
507
2,946
87%
$7.25
496
2,757
81%
$7.65
559
2,974
87%
1600 - 1700
$4.35
379
3,149
93%
$5.00
317
2,657
78%
$6.50
319
2,800
82%
$6.80
338
2,799
82%
$7.45
361
2,657
78%
1700.1800
$4.80
356
2,702
79%
$4.90
384
2,913
86%
$5.40
417
3,041
89%
$6.70
394
2,815
83%
$6.55
438
2,830
83%
1800 - 1900
$5.50
469
2,317
68%
$3.95
445
2,674
79%
$3.95
488
2,683
79%
$4.35
546
2,934
86%
$6.55
514
2,400
71%
1900 - 2000
$3.85
360
1,354
40%
$3.85
345
1,464
43%
$3.85
389
1,641
48%
$5.60
433
1,854
55%
$6.05
498
1,975
58%
Monday
05/17/21
Tuesday
05/18/21
Wednesday
05/19/21
Thursday
05/20/21
Friday
05/21/21
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400 - 1500
$5.15
354
2,629
77%
$5.15
397
2,698
79%
$5.15
381
2,940
86%
$6.95
435
3,227
95%
$8.10
503
2,938
86%
1500-1600
$5.50
469
3,038
89%
$4.75
492
3,321
98%
$7.25
463
2,714
80%
$7.25
536
2,757
81%
$7.65
524
2,814
83%
1600 - 1700
$4.35
392
3,303
97%
$5.00
301
2,552
75%
$6.50
313
2,793
82%
$6.80
322
2,822
83%
$7.45
394
2,873
85%
1700-1800
$4.80
367
2,585
76%
$4.90
392
2,996
88%
$5.40
409
3,009
89%
$6.70
391
2,920
86%
$6.55
405
2,864
84%
1800 - 1900
$5.50
380
1,862
55%
$3.95
431
2,491
73%
$3.95
472
2,883
85%
$4.35
505
2,766
81%
$6.55
473
2,404
71%
1900.2000
$3.85
318
1,192
35%
$3.85
271
1,357
40%
$3.85
375
1,569
46%
$5.60
435
1,835
54%
$6.05
518
1,980
58%
Monday
05/24/21
Tuesday
05/25/21
Wednesday
05126121
Thursday
05/27/21
Friday
05/28/21
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400-1500
$5.15
375
2,728
80%
$5.15
418
2,732
80%
$5.15
404
2,945
87%
$6.95
482
3,311
97%
$8.10
588
2,944
87%
1500 - 1600
$5.50
503
2,998
88%
$4.75
474
3,225
95%
$7.25
480
2,756
81%
$7.25
520
2,595
76%
$7.65
602
2,832
83%
1600 - 1700
$4.35
385
3,235
95%
$5.00
324
2,558
75%
$6.50
353
2,923
86%
$6.80
335
2,766
81%
$7.45
477
2,793
82%
1700-1800
$4.80
311
2,649
78%
$4.90
393
2,934
86%
$5.40
439
3,059
90%
$6.70
405
2,801
82%
$6.55
468
2,585
76%
1800 - 1900
$5.50
423
2,159
64%
$3.95
459
2,706
80%
$3.95
510
2,881
85%
$4.35
545
2,900
85%
$6.55
522
2,162
64%
1900 - 2000
$3.85
355
1,344
40%
$3.85
355
1,451
43%
$3.85
385
1,672
49%
$5.60
481
2,106
62%
$6.05
522
1,853
55%
Monday
05131121
Tuesday
06101121
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
PM Time
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400 - 1500
$4.25
373
1,105
33%
1500 - 1600
$4.25
385
1,121
33%
1600 - 1700
$4.25
353
1,016
30%
1700 - 1800
$4.25
385
943
28%
1800 - 1900
$4.25
386
992
29%
1900-2000
$4.25
461
1,030
30%
tioExpress
Lanes
6
78
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
05/03/21
Tuesday
05/04/21
Wednesday
05/05/21
Thursday
05/06/21
Friday
05/07/21
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400 - 0500
$3.05
381
1,224
36%
$3.05
403
1,263
37%
$3.05
420
1,270
37%
$3.05
402
1,255
37%
$3.05
338
1,029
30%
0500.0600
$4.95
558
2,465
73%
$4.95
591
2,499
74%
$4.95
582
2,570
76%
$4.95
572
2,488
73%
$4.70
512
2,234
66%
0600 - 0700
$5.15
404
2,430
71%
$5.15
422
2,537
75%
$5.15
370
2,447
72%
$5.15
426
2,458
72%
$4.95
341
2,257
66%
0700 - 0800
$5.65
394
2,413
71%
$5.65
391
2,606
77%
$5.65
400
2,530
74%
$5.65
438
2,580
76%
$5.50
416
2,346
69%
0800 - 0900
$5.15
244
2,220
65%
$5.15
218
2,279
67%
$5.15
244
2,243
66%
$5.15
247
2,334
69%
$4.95
288
2,112
62%
0900 - 1000
$4.10
196
1,860
55%
$4.10
215
2,068
61%
$4.10
231
2,031
60%
$4.10
224
1,917
56%
$4.10
253
1,651
49%
Monday
05/10/21
Tuesday
05/11121
Wednesday
05/12/21
Thursday
05/13/21
Friday
05/14/21
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
390
1,236
36%
$3.05
396
1,270
37%
$3.05
391
1,248
37%
$3.05
399
1,192
35%
$3.05
362
1,106
33%
0500 - 0600
$4.95
575
2,457
72%
$4.95
592
2,453
72%
$4.95
602
2,435
72%
$4.95
616
2,483
73%
$4.70
485
2,203
65%
0600 - 0700
$5.15
382
2,349
69%
$5.15
381
2,476
73%
$5.15
438
2,578
76%
$5.15
421
2,425
71%
$4.95
356
2,204
65%
0700-0800
$5.65
419
2,487
73%
$5.65
424
2,531
74%
$5.65
396
2,540
75%
$5.65
397
2,494
73%
$5.50
380
2,142
63%
0800-0900
$5.15
265
2,121
62%
$5.15
263
2,207
65%
$5.15
284
2,313
68%
$5.15
262
2,277
67%
$4.95
272
1,982
58%
0900-1000
$4.10
218
1,682
49%
$4.10
168
1,769
52%
$4.10
194
1,765
52%
$4.10
225
1,972
58%
$4.10
222
1,577
46%
Monday
05/17/21
Tuesday
05/18/21
Wednesday
05/19/21
Thursday
05/20/21
Friday
05/21/21
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
398
1,237
36%
$3.05
428
1,299
38%
$3.05
434
1,280
38%
$3.05
399
1,223
36%
$3.05
354
1,052
31%
0500-0600
$4.95
560
2,410
71%
$4.95
593
2,445
72%
$4.95
581
2,434
72%
$4.95
581
2,435
72%
$4.70
466
2,192
64%
0600 - 0700
$5.15
404
2,453
72%
$5.15
414
2,520
74%
$5.15
394
2,472
73%
$5.15
411
2,423
71%
$4.95
376
2,297
68%
0700-0800
$5.65
389
2,439
72%
$5.65
450
2,513
74%
$5.65
387
2,461
72%
$5.65
413
2,462
72%
$5.50
400
2,223
65%
0800-0900
$5.15
260
2,120
62%
$5.15
282
2,231
66%
$5.15
261
2,213
65%
$5.15
254
2,163
64%
$4.95
264
2,064
61%
0900-1000
$4.10
208
1,614
47%
$4.10
209
1,976
58%
$4.10
199
1,753
52%
$4.10
204
1,782
52%
$4.10
259
1,699
50%
Monday
05/24/21
Tuesday
05/25/21
Wednesday
05/26/21
Thursday
05/27/21
Friday
05/28/21
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
384
1,182
35%
$3.05
412
1,280
38%
$3.05
396
1,263
37%
$3.05
394
1,200
35%
$3.05
319
1,000
29%
0500.0600
$4.95
532
2,506
74%
$4.95
547
2,591
76%
$4.95
581
2,549
75%
$4.95
574
2,468
73%
$4.70
452
2,060
61%
0600.0700
$5.15
387
2,481
73%
$5.15
434
2,673
79%
$5.15
417
2,612
77%
$5.15
438
2,463
72%
$4.95
347
2,085
61%
0700 - 0800
$5.65
425
2,564
75%
$5.65
418
2,599
76%
$5.65
422
2,619
77%
$5.65
452
2,574
76%
$5.50
400
2,201
65%
0800 - 0900
$5.15
266
2,407
71%
$5.15
285
2,232
66%
$5.15
304
2,501
74%
$5.15
280
2,190
64%
$4.95
266
1,797
53%
0900 - 1000
$4.10
265
1,845
54%
$4.10
274
2,182
64%
$4.10
292
2,311
68%
$4.10
264
2,035
60%
$4.10
255
1,627
48%
Monday
05/31/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
AM Time
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
0400 - 0500
$1.70
54
114
3%
0500 - 0600
$1.70
68
197
6%
0600-0700
$1.70
64
257
8%
0700.0800
$1.70
117
347
10%
0800.0900
$2.50
212
689
20%
0900 - 1000
$3.60
365
1,091
32%
etExpress
Lanes
7
79
OCTA OPERATIONAL HIGHLIGHTS
On -Road Operations
OCTA customer assistance specialists (CAS) responded to 111 calls during the month of
May. Of those calls, 83 were to assist disabled vehicles and 16 calls to remove debris.
The CAS provided assistance to 12 accidents in the Express Lanes with two of those
accidents originating in the State Route 91 general purpose lanes.
91 Express Lanes Back -Office System (BOS) Development Update
In February, Cofiroute USA, LLC (CUSA) notified OCTA and the Riverside County
Transportation Commission (RCTC) of a delay to the implementation of the new BOS for
the 91 Express Lanes for both Orange and Riverside counties as a result of the
COVID-19 pandemic. CUSA is the current operator of the 91 Express Lanes for both
OCTA and RCTC and is the firm selected for the design, development, and
implementation of the new BOS, as well as the customer service center operation, once
the current contract expires on June 30, 2021.
In anticipation that the future contractor would not be able to meet the go -live date in
July 2021, the OCTA Board of Directors approved an amendment to the current
three -party agreement between CUSA, RCTC, and OCTA, which allowed for six
one -month optional extension periods. Staff from both agencies are continuing to work
with CUSA to meet the revised anticipated go -live date in October 2021.
91 Express Lanes Toll Entrance Gantries Infrastructure Project Update
OCTA entered into an agreement with the California Department of
Transportation (Caltrans) to provide construction and construction management services
for the 91 Express Lanes Toll Entrance Gantries Infrastructure Project. This project entails
constructing new toll gantries infrastructure at the three entrances of the OCTA
91 Express Lanes. Caltrans advertised the project in March 2021, and the project was
awarded in May. The contract is expected to be executed in June with notice to proceed
to occur in July. Upon completion of the infrastructure project, Kapsch TrafficCom USA,
Inc., the toll lanes system integrator for the 91 Express Lanes, will install new Electronic
Toll and Traffic Management system equipment onto the new gantries.
etExpress
Lanes 8
80
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTD as of : 5/31/2021
YTD Variance
Description
Actual (1) Budget (1)
Dollar $ Percent (%)
Operating revenues:
Toll Revenue
$ 40,506,218.86
$ 29,848,395.00
$ 10,657,823.86
35.7
Fee Revenue
4,973,283.39
1,938,673.00
3,034,610.39
156.5
Total operating revenues
45,479,502.25
31,787,068.00
13,692,434.25
43.1
Operating expenses:
Contracted Services
6,168,336.14
6,597,360.00
429,023.86
6.5
Administrative Fee
2,746,865.00
2,861,606.00
114,741.00
4.0
Other Professional Services
1,032,278.79
2,950,514.00
1,918,235.21
65.0
Credit Card Processing Fees
964,469.89
836,280.00
(128,189.89)
(15.3)
Toll Road Account Servicing
574,808.34
541,500.00
(33,308.34)
(6.2)
Other Insurance Expense
405,715.40
804,075.00
398,359.60
49.5
Toll Road Maintenance Supply Repairs
139,909.31
2,178,480.00
2,038,570.69
93.6
Patrol Services
723,131.25
967,093.00
243,961.75
25.2
Building Equipment Repairs and Maint
719,192.99
1,145,779.00
426,586.01
37.2
6C Transponders
-
187,500.00
187,500.00
100.0
Other Services (5)
(982,530.32)
48,885.00
1,031,415.32
2,109.9
Utilities
41,630.90
105,380.00
63,749.10
60.5
Office Expense
9,966.48
84,717.00
74,750.52
88.2
Bad Debt Expense
142,788.65
-
(142,788.65)
N/A
Miscellaneous (2)
42,438.44
126,546.00
84,107.56
66.5
Leases
431,341.67
444,400.00
13,058.33
2.9
Total operating expenses
13,160,342.93
19,880,115.00
6,719,772.07
33.8
Depreciation and Amortization (3)
3,945,884.07
-
(3,945,884.07)
N/A
Operating income (loss) 28,373,275.25 11,906,953.00 16,466,322.25 138.3
Nonoperating revenues (expenses):
Reimbursement from Other Agencies
421,751.62
937,500.00
(515,748.38)
(55.0)
Interest Income
3,922,322.03
1,348,864.00
2,573,458.03
190.8
Interest Expense
(3,926,974.71)
r (4,032,369.00)
105,394.29
r 2.6
Other
11,462.08
-
11,462.08
N/A
Total nonoperating revenues (expenses)
428,561.02
(1,746,005.00)
2,174,566.02
124.5
Transfers In
-
-
-
N/A
Transfers Out (4)
(10,858,899.77)
(35,846,100.00)
24,987,200.23
69.7
Net income (loss)! $ 17,942,936.50 1 $ (25,685,152.00)1 $ 43,628,088.50 1 (169.9)
'Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
Miscellaneous expenses include: Bond Insurance Costs, Bank Service Charge, Transponder Materials.
'Depreciation and amortization are not budgeted items.
'Transfers Out: For M2 Project I and Project J expense reimbursements.
5 Litigation settlement w as accrued, the negative w ill be offset once the litigation payment is issued.
Capital Asset Activity
During the eleven months ending May 31, 2021, capital asset activities included $11,453
for the replacement of the air-conditioning units for the eastbound toll plaza, $810,223 for
the BOS replacement project, and $2,491,662 for payment of 6C implementation costs
for the Electronic Toll and Traffic Management system.
•JLan Express
9
81
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the 91 Express Lanes for May 2021 was 1,357,183. This
represents a daily average of 43,780 vehicles. This is a 106.3 percent increase in total
traffic volume from the same period last year, which totaled 657,795 and was the third
month of the COVID-19 stay-at-home order. Potential toll revenue for May was
$4,371,441, which represents an increase of 132 percent from the prior year's total of
$1,884,440. Carpool percentage for May was 21.1 percent as compared to the previous
year's rate of 22.1 percent. As compared to May 2019, traffic volume increased by
0.1 percent while revenue decreased by 18.5 percent. Traffic volumes are returning to
pre-COVID-19 levels as Southern California counties enter into less restrictive tiers of the
State's Blueprint for a Safer Economy plan in May.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the RCTC 91 Express Lanes
and associated potential revenue for the month of May 2021.
Current Month -to -Date as of May 31, 2021
Trips
MAY -21
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
MAY -20
MTD
Actual
Yr 21-to-Yr 20
%
Variance
May -19
MTD
Actual
Yr 21-to-Yr 19
Variance
Full Toll Lanes
1,070,406
1,087,829
(17,423)
(1.6%)
512,594
108.8%
1,008,723
6.1%
3+ Lanes
286,777
358,886
(72,109)
(20.1%)
145,201
97.5%
347,560
(17.5%)
Total Gross Trips
1,357,183
1,446,714
(89,531)
(6.2%)
657,795
106.3%
1,356,283
0.1%
Revenue
Full Toll Lanes
$4,328,328
$4,819,143
($490,815)
(10.2%)
$1,860,290
132.7%
$5,313,798
(18.5%)
3+Lanes
$43,113
$0
$43,113
$24,150
78.5%
$46,697
(7.7%)
Total Gross Revenue
$4,371,441
$4,819,143
($447,702)
(9.3%)
$1,884,440
132.0%
$5,360,495
(18.5%)
Average Revenue per Trip I ili
Average Full Toll Lanes
$4.04
$4.43
($0.39)
(8.8%)
$3.63
11.3%
$5.27
(23.3%)
Average 3+ Lanes
$0.15
$0.00
$0.15
$0.17
(11.8%)
$0.13
15.4%
Average Gross Revenue
$3.22
$3.33
($0.11)
(3.3%)
$2.86
12.6%
$3.95
(18.5%)
etExpress
Lanes
10
82
The 2021 fiscal year-to-date traffic volume decreased by 5.2 percent and potential toll
revenue decreased by 24 percent, when compared with the same period last year.
Year-to-date average revenue per -trip is $3.37.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC
91 Express Lanes and associated potential revenue for the months of July 2020 through
May 2021.
FY 2020-21 Year -to -Date as of May 31, 2021
Trips
FY 2020-21
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2019-20
YTD
Actual
Yr-to-Yr
%
Variance
Full Toll Lanes
9,211,904
11,153,300
(1,941,396)
(17.4%)
9,342,545
(1.4%)
3+ Lanes
2,368,854
3,629,714
(1,260,860)
(34.7%)
2,874,648
(17.6%)
Total Gross Trips
11,580,758
14,783,014
(3,202,256)
(21.7%)
12,217,193
(5.2%)
Revenue
Full Toll Lanes
$38,617,453
$48,110,571
($9,493,118)
(19.7%)
$51,003,714
(24.3%)
3+ Lanes
$407,902
$0
$407,902
$346,167
17.8%
Total Gross Revenue
$39,025,355
$48,110,571
($9,085,216)
(18.9%)
$51,349,881
(24.0%)
Average Revenue per Trip
Average Full Toll Lanes
$4.19
$4.31
($0.12)
(2.8%)
$5.46
(23.3%)
Average 3+ Lanes
$0.17
$0.00
$0.17
$0.12
41.7%
Average Gross Revenue
$3.37
$3.25
$0.12
3.7%
$4.20
(19.8%)
•JLan ss
11
83
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between full toll lanes and HOV3+
lanes for FY 2020-21 on a monthly basis.
FY 2020-21 Traffic Volume Overview
1,600,000
1 400 000
1,200,000
1,000,000
7 800,000
0
600,000
400,000
200,000
0
212,374 202,011
196,613
718,572 771,951 787,711
222,865
879,975
203528 1=1198,844
, 183,901
171,177
763.738 729,424 673,879
791,824
286,777
236,320 254444
994,294 1,030,130 1,070,406
Jul -20 Aug -20 Sep -20 Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
■ Full Toll Lanes ■3+ Lanes
The chart below reflects the gross potential revenue breakdown between full toll lanes
and HOV3+ lanes for FY 2020-21 on a monthly basis.
FY 2020.21 Revenue Summary
$5,000,000
$4,500,000
$4,000,000
S3,500,000
0
C
S3,000,000 -
S2.500,000 -
$2,000,000 -
$1,500,000 -
$1,000,000 -
$3,705,484
$3,450,193
$3,280,797
$3,081,096
;867 $3111 111111171161
111
52
54.210.8204.328,3
54,107,544
53,133,295 53,343,629
53.109.143
$2,867.125
Jul -20 Aug -20 Sep -20 Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
•FuII TI Lanes •3+ Lanes
• J Lan ss
12
84
RCTC PEAK -HOUR VOLUMES
In May, several peak period toll rates were adjusted in response to traffic volumes. A plan
is in place to monitor traffic volumes and adjust toll rates as traffic returns to
pre-COVID-19 volumes.
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
05103121
Tuesday
05104121
Wednesday
05/05121
Thursday
05106121
Friday
05/07/21
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 -1500
$5.30 165
961
1,126
D
$5.30 173
1019
1,192
D
$8.95
179
1077
1,256
E
$10.95
185
1,120
1,305
F
$24.95
272
1,125
1,397
F
1500 -1600
$8.95 221
1041
1,262
E
$10.95 216
1017
1,233
E
$13.95
199
940
1,139
D
$16.95
241
1,036
1,277
E
$24.95
266
953
1,219
E
1600 -1700
$6.95 137
988
1,125
D
$6.95 168
956
1,124
D
$6.95
199
996
1,195
D
$8.95
173
1,056
1,229
E
$14.95
240
1,069
1,309
F
1700 -1800
$5.30 160
974
1,134
D
$5.30 168
1053
1,221
E
$5.30
193
1017
1,210
E
$5.30
191
1,056
1,247
E
$7.95
273
1,035
1,308
F
1800 -1900
$4.20 183
754
937
C
$4.20 233
902
1,135
D
$5.30
225
994
1,219
E
$5.30
263
989
1,252
E
$5.30
304
969
1,273
E
1900.2000
$2.25 115
414
529
B
$2.25 142
519
661
B
$2.25
163
540
703
B
$2.25
195
685
880
C
$2.25
225
750
975
C
Monday
05110121
Tuesday
05111121
Wednesday
05/12/21
Thursday
05113121
Friday
05114121
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30 174
1057
1,231
E
$5.30 160
1078
1,238
E
$8.95
181
1090
1,271
E
$10.95
210
1,124
1,334
F
$24.95
310
1,022
1,332
F
1500. 1600
$8.95 217
951
1,168
D
$10.95 202
978
1,180
D
$13.95
233
970
1,203
E
$16.95
252
995
1,247
E
$24.95
256
866
1,122
D
1600.1700
$6.95 193
1026
1,219
E
$6.95 201
1036
1,237
E
$6.95
172
1130
1,302
F
$8.95
180
1,056
1,236
E
$14.95
259
1,073
1,332
F
1700.1800
$5.30 174
1047
1,221
E
$5.30 169
1024
1,193
D
$5.30
202
1061
1,263
E
$5.30
174
1,052
1,226
E
$7.95
221
1,028
1,249
E
1800 -1900
$4.20 207
866
1,073
D
$4.20 233
957
1,190
D
$5.30
230
944
1,174
D
$5.30
225
954
1,179
D
$5.30
265
1,021
1,286
E
1900.2000
$2.25 159
532
691
B
$2.25 159
542
701
B
$2.25
176
574
750
B
$2.25
217
784
1,001
D
$2.25
243
775
1,018
D
Monday
05/17/21
Tuesday
05/18/21
Wednesday
05/19/21
Thursday
05/20/21
Friday
05/21/21
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30 159
1002
1,161
D
$5.30 171
1132
1,303
F
$8.95
154
1048
1,202
E
$10.95
205
1,057
1,262
E
$24.95
325
1,062
1,387
F
1500.1600
$8.95 213
925
1,138
D
$10.95 218
939
1,157
D
$13.95
191
1070
1,261
E
$16.95
215
1,002
1,217
E
$24.95
285
973
1,258
E
1600.1700
$6.95 196
945
1,141
D
$6.95 157
1032
1,189
D
$6.95
188
1042
1,230
E
$8.95
206
987
1,193
D
$14.95
243
976
1,219
E
1700.1800
$5.30 170
1058
1,228
E
$5.30 167
1010
1,177
D
$5.30
193
1064
1,257
E
$5.30
153
1,086
1,239
E
$7.95
280
1,067
1,347
F
1800 -1900
$4.20 193
666
859
C
$4.20 218
875
1,093
D
$5.30
225
985
1,210
E
$5.30
241
959
1,200
D
$5.30
268
977
1,245
E
1900.2000
$2.25 148
372
520
B
$2.25 143
498
641
B
$2.25
175
603
778
B
$2.25
181
764
945
C
$2.25
239
787
1,026
D
Monday
05/24/21
Tuesday
05/25/21
Wednesday
05/26/21
Thursday
05/27/21
Friday
05128121
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$5.30 180
977
1,157
D
$5.30 183
1102
1,285
E
$8.95
201
1055
1,256
E
$10.95
270
1,317
1,587
F
$24.95
396
1,010
1,406
F
1500 -1600
$8.95 210
1029
1,239
E
$10.95 199
943
1,142
D
$13.95
203
1004
1,207
E
$16.95
244
988
1,232
E
$24.95
313
783
1,096
D
1600 -1700
$6.95 173
1062
1,235
E
$6.95 194
990
1,184
D
$6.95
202
1086
1,288
E
$8.95
212
1,008
1,220
E
$14.95
363
927
1,290
E
1700 -1800
$5.30 143
966
1,109
D
$5.30 179
952
1,131
D
$5.30
223
1065
1,288
E
$5.30
215
996
1,211
E
$7.95
319
994
1,313
F
1800 -1900
$4.20 229
837
1,066
D
$4.20 210
978
1,188
D
$5.30
257
1003
1,260
E
$5.30
248
1,045
1,293
E
$5.30
277
820
1,097
D
1900-2000
$2.25 158
477
635
B
$2.25 173
525
698
B
$2.25
188
650
838
C
$2.25
261
871
1,132
D
$2.25
267
670
937
C
Monday
05/31/21
Tuesday
06101121
Wednesday
06/02/21
Thursday
06/03/21
Friday
06104121
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol. LOS
1400 -1500
$2.25 166
372
538
B
1500 - 1600
$2.25 161
387
548
B
1600 -1700
$2.25 168
291
459
B
1700 -1800
$2.25 154
273
427
B
1800 -1900
$2.25 186
290
476
B
1900 - 2000
$2.25 227
263
490
B
etExpress
Lanes
13
85
Eastbound PM Peak - County Line to 1-15 South
Monday
05103121
Tuesday
05/04/21
Wednesday
05/05/21
Thursday
05106121
Friday
05107121
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30 122
679
801
C
$5.30 127
784
911
C
$5.30
115
812
927
C
$5.30
103
762
865
C
$5.30
141
729
870
C
1500.1600
$5.30 149
742
891
C
$5.30 121
788
909
C
$5.30
108
789
897
C
$5.30
108
667
775
B
$5.30
146
704
850
C
1600.1700
$2.95 90
671
761
B
$5.30 100
637
737
B
$5.30
108
774
882
C
$5.30
94
769
863
C
$2.95
123
685
808
C
1700.1800
$2.95 92
707
799
B
$2.95 82
713
795
B
$2.95
91
783
874
C
$5.30
120
756
876
C
$2.95
139
643
782
B
1800.1900
$2.95 91
546
637
B
$2.95 119
636
755
B
$2.95
119
820
939
C
$2.95
128
762
890
C
$2.95
137
642
779
B
1900.2000
$1.95 64
308
372
A
$1.95 70
367
437
B
$2.95
92
487
579
B
$2.95
130
510
640
B
$2.95
156
507
663
B
Monday
05110121
Tuesday
05111121
Wednesday
05/12/21
Thursday
05/13/21
Friday
05114121
PM Time
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30 125
691
816
C
$5.30
100
740
840
C
$5.30
115
747
862
C
$5.30
123
781
904
C
$5.30
147
636
783
B
1500.1600
$5.30 123
715
838
C
$5.30
131
711
842
C
$5.30
134
778
912
C
$5.30
128
852
980
C
$5.30
89
436
525
B
1600.1700
$2.95 89
653
742
B
$5.30
91
676
767
B
$5.30
89
592
681
B
$5.30
90
667
757
B
$2.95
128
711
839
C
1700.1800
$2.95 85
674
759
B
$2.95
96
720
816
C
$2.95
87
738
825
C
$5.30
92
724
816
C
$2.95
111
676
787
B
1800.1900
$2.95 109
615
724
B
$2.95
113
666
779
B
$2.95
124
735
859
C
$2.95
128
753
881
C
$2.95
129
568
697
B
1900.2000
$1.95 100
342
442
B
$1.95
93
421
514
B
$2.95
97
419
516
B
$2.95
102
515
617
B
$2.95
147
456
603
B
Monday
05117/21
Tuesday
05/18/21
Wednesday
05/19/21
Thursday
05120/21
Friday
05/21/21
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400-1500
$5.30 109
654
763
B
$5.30 105
785
890
C
$5.30
111
755
866
C
$5.30
120
842
962
C
$5.30
152
668
820
C
1500-1600
$5.30 122
683
805
C
$5.30 115
733
848
C
$5.30
86
701
787
B
$5.30
113
728
841
C
$5.30
128
634
762
B
1600 - 1700
$2.95 83
713
796
B
$5.30 95
640
735
B
$5.30
87
671
758
B
$5.30
98
694
792
B
$2.95
139
680
819
C
1700 - 1800
$2.95 104
708
812
C
$2.95 98
722
820
C
$2.95
92
719
811
C
$5.30
96
668
764
B
$2.95
141
736
877
C
1800-1900
$2.95 101
480
581
B
$2.95 116
604
720
B
$2.95
118
693
811
C
$2.95
156
720
876
C
$2.95
130
626
756
B
1900-2000
$1.95 86
301
387
A
$1.95 85
409
494
B
$2.95
123
476
599
B
$2.95
111
493
604
B
$2.95
134
494
628
B
Monday
05/24/21
Tuesday
05/25/21
Wednesday
05/26/21
Thursday
05/27/21
Friday
05/28/21
PM Time
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30
105
720
825
C
$5.30
81
790
871
C
$5.30
108
747
855
C
$5.30
125
785
910
C
$5.30
159
559
718
B
1500-1600
$5.30
104
702
806
C
$5.30
112
749
861
C
$5.30
99
715
814
C
$5.30
117
726
843
C
$5.30
151
521
672
B
1600 -1700
$2.95
95
722
817
C
$5.30
91
672
763
B
$5.30
98
661
759
B
$5.30
115
658
773
B
$2.95
152
542
694
B
1700 -1800
$2.95
85
693
778
B
$2.95
84
685
769
B
$2.95
128
688
816
C
$5.30
91
688
779
B
$2.95
156
553
709
B
1800.1900
$2.95
118
614
732
B
$2.95
120
730
850
C
$2.95
126
692
818
C
$2.95
106
735
841
C
$2.95
114
481
595
B
1900-2000
$1.95
75
350
425
B
$1.95
77
401
478
B
$2.95
124
501
625
B
$2.95
121
603
724
B
$2.95
118
452
570
B
Monday
05/31/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
PM Time
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
1400 -1500
$1.95
120
252
372
A
1500 -1600
$1.95
111
230
341
A
1600 -1700
$1.95
92
207
299
A
1700 -1800
$1.95
119
182
301
A
1800 -1900
$1.95
124
209
333
A
1900 - 2000
$1.95
123
171
294
A
etExpress
Lanes
14
86
RCTC WESTBOUND PEAK -HOUR VOLUMES
Westbound AM Peak - McKinley to County Line
Monday
05/03/21
Tuesday
05104/21
Wednesday
05/05/21
Thursday
05/06/21
Friday
05/07/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 171
459
630
B
$5.30 194
455
649
B
$5.30
201
465
666
B
$5.30
195
460
655
B
$2.25 168
349
517
B
0500 - 0600
$9.95 316
1234
1,550
F
$9.95 306
1257
1,563
F
$9.95
298
1282
1,580
F
$9.95
283
1,274
1,557
F
$6.95 243
1,255
1,498
F
0600 - 0700
$11.95 233
1231
1,464
F
$12.95 219
1361
1,580
F
$12.95
205
1262
1,467
F
$11.95
235
1,257
1,492
F
$6.95 173
1,130
1,303
E
0700 - 0800
$8.95 233
1393
1,626
F
$8.95 235
1645
1,880
F
$8.95
244
1565
1,809
F
$7.95
266
1,630
1,896
F
$5.30 218
1,415
1,633
F
0800 - 0900
$5.30 144
1325
1,469
F
$5.30 135
1477
1,612
F
$5.30
143
1344
1,487
F
$5.30
150
1,384
1,534
F
$2.25 169
1,079
1,248
E
0900-1000
$5.30 99
836
935
C
$5.30 124
1036
1,160
D
$5.30
120
937
1,057
D
$5.30
128
919
1,047
D
$2.25 140
735
875
C
Monday
05/10/21
Tuesday
05/11/21
Wednesday
05/12/21
Thursday
05/13/21
Friday
05/14/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 181
413
594
B
$5.30 204
428
632
B
$5.30
204
428
632
B
$5.30
204
387
591
B
$2.25 180
374
554
B
0500 - 0600
$9.95 313
1137
1,450
F
$9.95 287
1247
1,534
F
$9.95
287
1247
1,534
F
$9.95
326
1,058
1,384
F
$6.95 264
1,094
1,358
F
0600 - 0700
$11.95 230
1187
1,417
F
$12.95 225
1259
1,484
F
$12.95
225
1259
1,484
F
$11.95
225
1,166
1,391
F
$6.95 191
1,135
1,326
E
0700 - 0800
$8.95 270
1512
1,782
F
$8.95 241
1575
1,816
F
$8.95
241
1575
1,816
F
$7.95
258
1,429
1,687
F
$5.30 247
1,255
1,502
F
0800-0900
$5.30 183
1245
1,428
F
$5.30 189
1381
1,570
F
$5.30
189
1381
1,570
F
$5.30
165
1,211
1,376
F
$2.25 145
1,022
1,167
D
0900-1000
$5.30 104
791
895
C
$5.30 102
854
956
C
$5.30
102
854
956
C
$5.30
129
1,038
1,167
D
$2.25 125
703
828
C
Monday
05/17/21
Tuesday
05/18/21
Wednesday
05/19/21
Thursday
05/20/21
Friday
05/21/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400.0500
$5.30 186
428
614
B
$5.30 215
471
686
B
$5.30
217
423
640
B
$5.30
200
455
655
B
$2.25
168
405
573
B
0500 - 0600
$9.95 348
1173
1,521
F
$9.95 344
1256
1,600
F
$9.95
340
1183
1,523
F
$9.95
286
1,184
1,470
F
$6.95
227
1,120
1,347
E
0600 - 0700
$11.95 245
1254
1,499
F
$12.95 224
1279
1,503
F
$12.95
234
1332
1,566
F
$11.95
198
1,252
1,450
F
$6.95
199
1,131
1,330
E
0700 - 0800
$8.95 262
1478
1,740
F
$8.95 294
1487
1,781
F
$8.95
274
1576
1,850
F
$7.95
229
1,581
1,810
F
$5.30
227
1,242
1,469
F
0800.0900
$5.30 181
1284
1,465
F
$5.30 165
1338
1,503
F
$5.30
160
1222
1,382
F
$5.30
136
1,294
1,430
F
$2.25
154
1,105
1,259
E
0900.1000
$5.30 100
799
899
C
$5.30 124
882
1,006
D
$5.30
117
866
983
C
$5.30
119
798
917
C
$2.25
131
794
925
C
Monday
05/24/21
Tuesday
05/25/21
Wednesday
05/26/21
Thursday
05/27/21
Friday
05128121
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 176
422
598
B
$5.30 203
417
620
B
$5.30
173
419
592
B
$5.30
173
378
551
B
$2.25
135
419
554
B
0500-0600
$9.95 298
1245
1,543
F
$9.95 289
1300
1,589
F
$9.95
305
1082
1,387
F
$9.95
328
1,086
1,414
F
$6.95
225
1,045
1,270
E
0600-0700
$11.95 212
1267
1,479
F
$12.95 208
1342
1,550
F
$12.95
239
1257
1,496
F
$11.95
246
1,133
1,379
F
$6.95
182
1,125
1,307
E
0700 - 0800
$8.95 286
1617
1,903
F
$8.95 259
1550
1,809
F
$8.95
270
1477
1,747
F
$7.95
275
1,496
1,771
F
$5.30
226
1,263
1,489
F
0800 - 0900
$5.30 177
1331
1,508
F
$5.30 193
1553
1,746
F
$5.30
157
1321
1,478
F
$5.30
165
1,287
1,452
F
$2.25
146
1,008
1,154
D
0900-1000
$5.30 136
808
944
C
$5.30 193
1184
1,377
F
$5.30
151
1150
1,301
E
$5.30
151
982
1,133
D
$2.25
161
705
866
C
Monday
05/31/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
0400 - 0500
$1.55 13
33
46
A
0500 - 0600
$1.55 28
68
96
A
0600 - 0700
$1.55 40
115
155
A
0700 - 0800
$1.55 65
132
197
A
0800 - 0900
$1.55 124
317
441
B
0900-1000
$2.25 256
532
788
B
etExpress
Lanes
15
87
Westbound AM Peak -1-15 North to County Line
Monday
05/03/21
Tuesday
05/04/21
Wednesday
05105121
Thursday
05106121
Friday
05107121
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95 111
331
442
B
$2.95 110
343
453
B
$2.95
114
366
480
B
$2.95
105
345
450
B
$2.95 119
310
429
B
0500-0600
$6.85 161
816
977
C
$6.85 160
797
957
C
$6.85
143
846
989
C
$6.85
136
884
1,020
D
$5.30 134
683
817
C
0600 - 0700
$6.85 149
969
1,118
D
$6.85 133
1010
1,143
D
$6.85
116
1041
1,157
D
$6.85
147
969
1,116
D
$5.30 105
932
1,037
D
0700 - 0800
$6.85 128
982
1,110
D
$6.85 114
971
1,085
D
$6.85
114
970
1,084
D
$6.85
134
1,033
1,167
D
$2.95 118
861
979
C
0800-0900
$2.95 65
750
815
C
$2.95 52
793
845
C
$2.95
55
848
903
C
$2.95
74
869
943
C
$2.95 84
719
803
C
0900.1000
$2.95 61
543
604
B
$2.95 53
620
673
B
$2.95
65
610
675
B
$2.95
60
598
658
B
$2.95 76
518
594
B
Monday
05/10/21
Tuesday
05111/21
Wednesday
05/12/21
Thursday
05/13/21
Friday
05114/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400.0500
$2.95 126
378
504
B
$2.95 107
340
447
B
$2.95
107
340
447
B
$2.95
123
377
500
B
$2.95 129
349
478
B
0500-0600
$6.85 162
881
1,043
D
$6.85 154
756
910
C
$6.85
154
756
910
C
$6.85
199
925
1,124
D
$5.30 109
733
842
C
0600 - 0700
$6.85 137
918
1,055
D
$6.85 128
983
1,111
D
$6.85
128
983
1,111
D
$6.85
157
1,040
1,197
D
$5.30 108
832
940
C
0700 - 0800
$6.85 130
925
1,055
D
$6.85 123
1039
1,162
D
$6.85
123
1039
1,162
D
$6.85
133
1,017
1,150
D
$2.95 120
784
904
C
0800-0900
$2.95 78
728
806
C
$2.95 86
826
912
C
$2.95
86
826
912
C
$2.95
91
937
1,028
D
$2.95 64
675
739
B
0900-1000
$2.95 70
643
713
B
$2.95 63
462
525
B
$2.95
63
462
525
B
$2.95
100
744
844
C
$2.95 78
538
616
B
Monday
05/17/21
Tuesday
05118/21
Wednesday
05/19/21
Thursday
05/20/21
Friday
05/21/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95 116
351
467
B
$2.95 121
331
452
B
$2.95
119
343
462
B
$2.95
100
357
457
B
$2.95 81
329
410
B
0500-0600
$6.85 166
788
954
C
$6.85 155
772
927
C
$6.85
149
814
963
C
$6.85
147
860
1,007
D
$5.30 106
749
855
C
0600.0700
$6.85 148
952
1,100
D
$6.85 141
1,050
1,191
D
$6.85
146
957
1,103
D
$6.85
127
1,016
1,143
D
$5.30 122
882
1,004
D
0700.0800
$6.85 128
1,012
1,140
D
$6.85 140
1,043
1,183
D
$6.85
129
945
1,074
D
$6.85
129
950
1,079
D
$2.95 130
811
941
C
0800-0900
$2.95 76
769
845
C
$2.95 85
824
909
C
$2.95
85
836
921
C
$2.95
78
828
906
C
$2.95 70
750
820
C
0900-1000
$2.95 60
534
594
B
$2.95 72
592
664
B
$2.95
64
606
670
B
$2.95
72
584
656
B
$2.95 81
535
616
B
Monday
05/24/21
Tuesday
05/25/21
Wednesday
05/26/21
Thursday
05/27121
Friday
05/28/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95 127
358
485
B
$2.95 135
355
490
B
$2.95
97
429
526
B
$2.95
114
362
476
B
$2.95 68
313
381
A
0500-0600
$6.85 129
869
998
C
$6.85 136
869
1,005
D
$6.85
147
953
1,100
D
$6.85
159
907
1,066
D
$5.30 110
686
796
B
0600 - 0700
$6.85 136
974
1,110
D
$6.85 139
1043
1,182
D
$6.85
149
1143
1,292
E
$6.85
167
1,112
1,279
E
$5.30 98
771
869
C
0700 - 0800
$6.85 112
983
1,095
D
$6.85 118
1115
1,233
E
$6.85
146
1128
1,274
E
$6.85
144
1,104
1,248
E
$2.95 97
783
880
C
0800-0900
$2.95 73
895
968
C
$2.95 89
850
939
C
$2.95
107
1068
1,175
D
$2.95
70
898
968
C
$2.95 68
639
707
B
0900.1000
$2.95 91
548
639
B
$2.95 66
587
653
B
$2.95
81
745
826
C
$2.95
79
623
702
B
$2.95 72
440
512
B
Monday
05/31/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
0400 - 0500
$1.95 24
15
39
A
0500 - 0600
$1.95 24
50
74
A
0600 - 0700
$1.95 20
72
92
A
0700 - 0800
$1.95 32
93
125
A
0800 - 0900
$1.95 52
171
223
A
0900.1000
$1.95 79
220
299
A
etExpress
A Lanes
i6
88
CTC OPERATIONAL HIGHLIGHTS
On -Road Operations
RCTC Freeway Service Patrol responded to 79 calls during the month of May. Of those
calls, 62 were to assist disabled vehicles, five calls to remove debris, and 12 were in
response to accidents in the Express Lanes.
91 Express Lanes BOS Development Update
In February, CUSA notified OCTA and RCTC of a delay to the implementation of the new
BOS for the 91 Express Lanes for both Orange and Riverside counties as a result of the
COVID-19 pandemic. CUSA is the current operator of the 91 Express Lanes for both
OCTA and RCTC and is the firm selected for the design, development, and
implementation of the new BOS, as well as the customer service center operation, once
the current contract expires on June 30, 2021.
In anticipation that the future contractor would not be able to meet the go -live date in
July 2021, RCTC approved an amendment to the current three -party agreement between
CUSA, RCTC, and OCTA, which allowed for six one -month optional extension periods.
Staff from both agencies are continuing to work with CUSA to meet the revised anticipated
go -live date in October 2021.
etExpress
A Lanes
17
89
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 5/31/2021
YTD Variance
Description
Actual
Budget
Dollar $
Percent (%)
Operating revenues:
Toll Revenue
$ 35,754,377.76
$ 23,608,200.00
$ 12,146,177.76
51.4
Fee Revenue
5,779,337.17
2,246,291.67
3,533,045.50
157.3
Total operating revenues
41,533,714.93
25,854,491.67
15,679,223.26
60.6
Operating expenses:
Salaries and Benefits
517,655.71
619,208.33
101,552.62
16.4
Legal Services
104,672.23
320,833.33
216,161.10
67.4
Advisory Services
57,833.86
68,750.00
10,916.14
15.9
Audit and Accounting Fees
31,550.00
33,000.00
1,450.00
4.4
Service Fees
1,541.32
18,333.33
16,792.01
91.6
Other Professional Services
513,038.13
2,402,583.33
1,889,545.20
78.6
Lease Expense
244,558.62
449,350.00
204,791.38
45.6
Operations
1,612,101.03
2,738,083.33
1,125,982.30
41.1
Utilities
20,289.44
74,800.00
54,510.56
72.9
Supplies and Materials
4,740.22
27,500.00
22,759.78
82.8
Membership and Subscription Fees
28,281.50
27,500.00
(781.50)
(2.8)
Office Equipment & Furniture (Non -Capital)
4,706.87
13,750.00
9,043.13
65.8
Maintenance/Repairs
113,994.53
334,675.00
220,680.47
65.9
Training Seminars and Conferences
(720.00)
2,108.33
2,828.33
134.2
Transportation Expenses
-
3,666.67
3,666.67
100.0
Lodging
-
3,208.33
3,208.33
100.0
Meals
-
458.33
458.33
100.0
Other Staff Expenses
-
458.33
458.33
100.0
Advertising
4,611.25
252,083.33
247,472.08
98.2
Program Management
68,486.59
152,258.33
83,771.74
55.0
Program Operations
7,121,006.97
7,916,058.33
795,051.36
10.0
Litigation Settlement
-
-
-
N/A
Furniture & Equipment
-
279,583.33
279,583.33
100.0
Improvements
-
-
-
N/A
Bad Debt Expense
11,357.75
-
(11,357.75)
N/A
Total operating expenses
10,459,706.02
15,738,250.00
5,278,543.98
33.5
Operating income (loss) 31,074,008.91 10,116,241.67 20,957,767.24 207.2
Nonoperating revenues (expenses):
Interest Revenue
391,179.63
634,241.67
(243,062.04)
38.3
Other Miscellaneous Revenue
52,439.19
91.67
52,347.52
(57,106.4)
Interest Expense
(22,234,617.17)
(6,526,575.00)
(15,708,042.17)
240.7
Total nonoperating revenues (expenses)
(21,790,998.35)
(5,892,241.67)
(15,898,756.68)
(269.8)
Transfers In
-
-
-
N/A
Transfers Out
(643,900.00)
(939,858.33)
295,958.33
(31.5)
Net income (loss) $ 8,639,110.56 $ 3,284,141.67 $ 5,354,968.89 163.1
Unaudited
etExpress
Lanes
i8
90
JOINT AGENCY TRIP AND REVENUE STATISTICS
MULTI AGENCY TRIP AND REVENUE STATISTICS
MONTH ENDING May 31, 2021
MTD
Transactions by
Agency
Transactions
Using Both
Segments
%Using Both
Segments
Revenue
Westbound
OCTA
790,734
389,860
49%
$2,166,913
RCTC
711,323
389,860
55%
$2,274,368
1-15
274,699
216,730
79%
$769,579
McKinley
436,624
173,130
40%
$1,504,789
Eastbound
OCTA
786,332
491,815
63%
$2,637,407
RCTC
645,860
491,815
76%
$2,097,073
1-15
248,225
198,269
80%
$597,066
McKinley
397,635
293,546
74%
$1,500,007
JOINT AGENCY TRAFFIC STATISTICS
Joint Agency Traffic Statistics
900,000
500,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
55%
OCTA RCTC
• OCTA Transactions
•
OCTA RCTC
Ea
stbound
astbound
• RCTC Transactions
■ %of OCTA Transactions Using Both Segments ■ % of RCTC Transactions Using Both Segments
tif4Express
Lanes
19
91
JOINT AGENCY PERFORMANCE MEASURES
REPORTING REQUIREMENT
CUSTOMER SERVICE
Call Wait Time
Abandon Rate
Customer Satisfaction
VIOLATION PROCESSING
Response Time
CUSA Violation Collection Rate
CUSA Violation Collection Rate
TRAFFIC OPERATIONS
Initial & Secondary Review s
Plate Misread Errors
CAS Response Time
ACCOUNTING
OCTA Exceptions
RCTC Exceptions
INFORMATION TECHNOLOGY
Back -office System Uptime
Netw ork Uptime
Reporting
Period
PERFORMANCE STANDARD
Monthly Not to exceed 2 minutes
Monthly No more than 4.0%
Monthly At least 75 outbound calls
Monthly Within 2 business days of receipt
Quarterly 70% or more
Annually 74% or more
Monthly Equal to or less than 15 days
Monthly Equal to or less than 0.4%
Monthly 0:20 (minutes) per call
Monthly No more than 3
Monthly No more than 3
Monthly 99% Availability
Monthly 99% Availability
May -21
Performance
1:30
1.8%
77
1.2
0.9
0.01%
0:15
0
0
100%
100%
CUSA = Cofiroute USA; CAS = OCTA Customer Assistance Specialists
* Plate M isread Error performance is current after a 60 -day hold -back period; therefore, percentage reported here is for two months prior to
the month of this report.
JOINT AGENCY TRANSPONDER DISTRIBUTION
T21 TRANSPONDER DISTRIBUTION
May -21
Tags I % of Total
April -21 FY 2020-21
Tags 1% of Total Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Returned
Account Closures
Accounts Dow nsizing
Defective Transponders
Total Issued
Total Returned
1,181 97.3% 1,425 98.4%
22 1.8% 11 0.8%
11 0.9% 12 0.8%
1,214 1,448
1,785 100.0%
1,785
r 4,623 100.0%
4,623
r
844
15
10
869
18
4
2,924
2,946
97.1%
1.8%
1.2%
0.6%
0.1%
99.3%
•JLan Express
20
92
6C TRANSPONDER DISTRIBUTION
May -21 April -21
Tags
%of Total Tags
%of Total
FY 2020-21
Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Returned
Account Closures
Accounts Dow nsizing
Defective Transponders
35,117
61
1
Total Issued 35,179
Total Returned
39,080 99.9% 29,209 99.9%
27 0.1% 23 0.1%
1 0.0% 1 0.0%
39,108 J 29,233
'r
At the end of May 2021, the 91 Express Lanes had 153,191 active customer accounts
and 579,756 transponders classified as assigned.
Number of Accounts by FY
As of May 31, 2021
180,000 -
160,000 -
140,000 -
120,000 -
100,000 -
80,000
60,000
40,000
20,000
114,138 112,584 112,473 112,929 113, 672
116,813 119,782
ror
148,054 149,803 153,191
140,694
130,048
3 ti� 7 ti° tiA y`b ,yoi .tiO ,1'y
of ,yO ,yti yti yon tiA ti� yoi ti�
`1, O ,LO ,LO ,tiO ,tiO O ,tiO ,tiO ,tiO
Fiscal Year
Incoming Email Activity
During May, the Anaheim Processing Center received 3,703 emails.
• Express
Lanes
21
93
Operational Activity
Amid concerns about the spread of COVID-19 and following the State of California's
guidance to help reduce its spread, the 91 Express Lanes Customer Walk -In Center was
closed in March 2020 and will remain so until July 6, 2021. Operational activities in the
Anaheim and Corona locations continued to function with a combination of remote
workers and core staff located at the facilities. Core essential functions include aiding
stranded motorists, providing incident management services, and dispatching emergency
vehicles through the traffic operations center. The call center remains open to respond to
customer service and violation calls.
etExpress
A Lanes
22
94
ATTACHMENT 3
OCTA
Orange County Transportation Authority
Riverside County Transportation Commission
&Express
Lanes
Status Report
June 2021
As of June 30, 2021
95
Table of Contents
Operations Overview OCTA 3
Traffic and Revenue Statistics for OCTA 3
OCTA Traffic and Revenue Summary 5
OCTA Eastbound Peak -Hour Volumes 6
OCTA Westbound Peak -Hour Volumes 7
OCTA Operational Highlights 8
Financial Highlights OCTA 9
Operations Overview RCTC 10
Traffic and Revenue Statistics for RCTC 10
RCTC Traffic and Revenue Summary 12
RCTC Peak -Hour Volumes 13
RCTC Eastbound Peak -Hour Volumes 13
RCTC Westbound Peak -Hour Volumes 15
RCTC Operational Highlights 17
Financial Highlights RCTC 18
Joint Agency Trip and Revenue Statistics 19
Joint Agency Traffic Statistics 19
Joint Agency Performance Measures 20
Joint Agency Transponder Distribution 20
Incoming Email Activity 22
Operational Activity 22
etExpress
A Lanes
2
96
OPERATIONS OVERVIEW OCTA
TRAFFIC AND REVENUE STATISTICS FOR OCTA
Total traffic volume on the 91 Express Lanes for June 2021 was 1,704,291. This
represents a daily average of 56,810 vehicles. This is a 62.9 percent increase in total
traffic volume from the same period last year, which totaled 1,046,473 and was the fourth
month of the State of California's stay-at-home order due to the coronavirus (COVID-19)
pandemic. Potential toll revenue for June was $5,078,868, which represents an increase
of 46.6 percent from the prior year's total of $3,465,059. Carpool percentage for June was
22.5 percent as compared to the previous year's rate of 23.3 percent. As compared to
June 2019, traffic volume increased by 15.3 percent and revenue increased by
22.3 percent. Traffic volumes have returned to pre-COVID-19 levels.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the Orange County
Transportation Authority (OCTA) 91 Express Lanes and associated potential revenue for
the month of June 2021.
Current Month -to -Date (MTD) as of June 30, 2021
Trips
Jun -21
MTD
Actual
Jun -20
MTD
Actual
Yr 21-to-Yr 20
%
Variance
Jun -19
MTD
Actual
Yr 21-to-Yr 19
0/0
Variance
Full Toll Lanes
1,320,950
802,501
64.6%
1,050,770
25.7%
3+Lanes
383,341
243,972
57.1%
427,282
(10.3%)
Total Gross Trips
1,704,291
1,046,473
62.9%
1,478,052
15.3%
Revenue
Full Toll Lanes
$5,028,385
$3,408,166
47.5%
$4,074,814
23.4%
3+ Lanes
$50,484
$56,892
(11.3%)
$77,348
(34.7%)
Total Gross Revenue
$5,078,868
$3,465,059
46.6%
$4,152,162
22.3%
Average Revenue per Trip
Average Full Toll Lanes
$3.81
$4.25
(10.4%)
$3.88
(1.8%)
Average 3+ Lanes
$0.13
$0.23
(43.5%)
$0.18
(27.8%)
Average Gross Revenue
$2.98
$3.31
(10.0%)
$2.81
6.0%
etExpress
Lanes
3
97
The 2021 fiscal year-to-date traffic volume increased by 2.5 percent and potential toll
revenue increased by 5.3 percent, when compared with the same period last year.
Year-to-date average revenue per trip is $3.19.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the OCTA
91 Express Lanes and associated potential revenue for the months of July 2020 through
June 2021.
Fiscal Year (FY) 2020-21 Year -to -Date (YTD) as of June 30, 2021
Trips
FY 2020-21
YTD
Actual
FY 2019-20
YTD
Actual
Yr-to-Yr
0/0
Variance
Full Toll Lanes
12,029,546
11,220,034
7.2%
3+ Lanes
3,330,239
3,770,568
(11.7%)
Total Gross Trips
15,359,785
14,990,602
2.5%
Revenue
Full Toll Lanes
$48,397,791
$45,790,271
5.7%
3+ Lanes
$576,132
$719,350
(19.9%)
Total Gross Revenue
$48,973,923
$46,509,621
5.3%
Average Revenue per Trip
Average Full Toll Lanes
$4.02
$4.08
(1.5%)
Average 3+ Lanes
$0.17
$0.19
(10.5%)
Average Gross Revenue
$3.19
$3.10
2.9%
•JLan ss
4
98
OCTA Traffic and Revenue Summary
The chart below reflects the total trips breakdown between full toll trips and
high -occupancy vehicle (HOV3+) trips for FY 2020-21 on a monthly basis.
FY 2020-21 Traffic Volume Overview
1,800,000 -
1,600,000
1,400,000
1,200,000
g 1,000,000 -
m
> 800,000 -
600,000 -
400,000 -
200,000 -
0
266,506
246,847
252,671
277,766
251,333
230,637
212,829
243,739
317.537 1111
287,973
383,341
1,138,068 1.197.856
1,218,007 1.320.950
1,048,523
832,236 899.004 919.568 880.050 852,110 793,293 929.879
Jul -20 Aug -20 Sep -20 Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
■Full Toll Lanes
■ 3+ Lanes
The chart below reflects the gross potential revenue breakdown between full toll trips and
HOV3+ trips for FY 2020-21 on a monthly basis.
$5,000,000
$4,500,000
$4,000,000
$3,500,000
$3,000,000 -
re
$2,500,000 -
FY 2020-21 Revenue Summary
$2,000,000 -
$1,500,000 -
$1,000,000 -,
$4.269,601
$3,770.761
$3,673,371
3.476.583
$4,760,306
$4,721,928 $5,028,38
$4,526,675
$3,779,098
$3,619,797
$3.488.629
$3,282,650
Jul -20 Aug -20 Sep -20
Oct -20 Nov -20 Dec -20 Jan -21
Month
Feb -21 Mar -21
III Full Toll Lanes M3+ Lanes
Apr -21 May -21 Jun -21
•JLan ss
5
99
OCTA EASTBOUND PEAK -HOUR VOLUMES
Peak -hour traffic in the eastbound direction reached or exceeded 90 percent of defined
capacity 18 times during the month of June 2021. As demonstrated on the next chart,
westbound peak -hour traffic volumes top out at 82 percent of defined capacity.
Monday
05/31/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
PM Time
Price HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400-1500
$5.15
431
2,609
77%
$5.15
448
3,056
90%
$6.95
424
3,228
95%
$8.10 508
2,842
84%
1500 - 1600
$4.75
478
3,462
102%
$7.25
471
2,794
82%
$7.25
333
1,386
41%
$7.65 596
3,035
89%
1600 - 1700
$5.00
347
2,495
73%
$6.50
343
2,758
81%
$6.80
366
2,672
79%
$7.45 405
2,861
84%
1700 - 1800
$4.90
390
3,042
89%
$5.40
368
2,854
84%
$6.70
380
2,930
86%
$6.55 449
2,796
82%
1800-1900
$3.95
454
2,518
74%
$3.95
510
2,840
84%
$4.35
517
3,040
89%
$6.55 590
2,661
78%
1900 - 2000
$3.85
327
1,476
43%
$3.85
369
1,621
48%
$5.60
471
2,076
61%
$6.05 566
2,127
63%
Monday
06/07/21
Tuesday
06/08/21
Wednesday
06/09/21
Thursday
06/10/21
Friday
06/11/21
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400 - 1500
$5.15
428
2,819
83%
$5.15
423
2,722
80%
$5.15
374
2,641
78%
$6.95
451
3,183
94%
$8.10
546
2,787
82%
1500 - 1600
$5.50
504
3,169
93%
$4.75
479
3,217
95%
$7.25
519
2,737
81%
$7.25
522
2,651
78%
$7.65
577
2,967
87%
1600 - 1700
$4.35
417
3,295
97%
$5.00
348
2,557
75%
$6.50
320
2,822
83%
$6.80
367
2,883
85%
$7.45
410
2,739
81%
1700.1800
$4.80
304
2,360
69%
$4.90
388
2,870
84%
$5.40
426
2,998
88%
$6.70
393
2,759
81%
$6.55
522
2,882
85%
1800 - 1900
$5.50
495
2,438
72%
$3.95
486
2,968
87%
$3.95
479
2,730
80%
$4.35
513
2,884
85%
$6.55
600
2,731
80%
1900-2000
$3.85
327
1,257
37%
$3.85
377
1,724
51%
$3.85
420
1,695
50%
$5.60
507
2,263
67%
$6.05
517
2,035
60%
Monday
06/14/21
Tuesday
06/15/21
Wednesday
06/16/21
Thursday
06/17/21
Friday
06/18/21
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400 - 1500
$5.15
477
2,829
83%
$5.15
459
2,789
82%
$5.15
468
3,116
92%
$6.95
465
3,213
95%
$8.10
475
2,729
80%
1500 - 1600
$5.50
496
2,954
87%
$4.75
500
3,262
96%
$7.25
501
2,751
81%
$7.25
490
2,624
77%
$7.65
557
2,853
84%
1600 - 1700
$4.35
429
3,148
93%
$5.00
351
2,467
73%
$6.50
362
2,844
84%
$6.80
407
2,884
85%
$7.45
412
2,636
78%
1700-1800
$4.80
338
2,605
77%
$4.90
398
2,774
82%
$5.40
418
2,882
85%
$6.70
409
2,751
81%
$6.55
471
2,861
84%
1800 - 1900
$5.50
473
2,366
70%
$3.95
573
2,862
84%
$3.95
552
2,983
88%
$4.35
559
2,962
87%
$6.55
567
2,443
72%
1900.2000
$3.85
381
1,441
42%
$3.85
454
1,900
56%
$3.85
485
2,000
59%
$5.60
509
2,146
63%
$6.05
586
2,092
62%
Monday
06/21/21
Tuesday
06/22/21
Wednesday
06/23/21
Thursday
06/24/21
Friday
06/25/21
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400-1500
$5.15
390
2,581
76%
$5.15
465
2,791
82%
$5.15
436
3,062
90%
$6.95
500
3,248
96%
$8.10
483
2,746
81%
1500-1600
$5.50
432
2,526
74%
$4.75
468
3,278
96%
$7.25
511
2,823
83%
$7.25
491
2,693
79%
$7.65
578
3,064
90%
1600-1700
$4.35
462
3,249
96%
$5.00
392
2,531
74%
$6.50
364
2,789
82%
$6.80
349
2,682
79%
$7.45
404
2,722
80%
1700-1800
$4.80
371
2,633
77%
$4.90
378
2,755
81%
$5.40
430
2,889
85%
$6.70
393
2,534
75%
$6.55
467
2,716
80%
1800 - 1900
$5.50
533
2,562
75%
$3.95
561
3,026
89%
$3.95
549
2,857
84%
$4.35
531
2,906
85%
$6.55
532
2,655
78%
1900 - 2000
$3.85
382
1,596
47%
$3.85
402
1,799
53%
$3.85
483
2,312
68%
$5.60
526
2,375
70%
$6.05
498
2,007
59%
Monday
06/28/21
Tuesday
06/29/21
Wednesday
06/30/21
Thursday
07/01/21
Friday
07/02/21
PM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
1400 - 1500
$5.15
436
2,783
82%
$5.15
425
2,740
81%
$5.15
474
2,942
87%
1500 - 1600
$5.50
497
2,905
85%
$4.75
498
3,436
101%
$7.25
472
2,772
82%
1600-1700
$4.35
467
3,301
97%
$5.00
379
2,537
75%
$6.50
380
2,854
84%
1700 - 1800
$4.80
380
2,759
81%
$4.90
422
3,038
89%
$5.40
378
2,541
75%
1800 - 1900
$5.50
570
2,325
68%
$3.95
552
2,896
85%
$3.95
538
2,936
86%
1900 - 2000
$3.85
399
1,586
47%
$3.85
412
1,820
54%
$3.85
512
2,323
68%
tioExpress
Lanes
6
100
OCTA WESTBOUND PEAK -HOUR VOLUMES
Monday
05/31/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
AM Time
Price HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400 - 0500
$3.05
433
1,338
39%
$3.05
411
1,180
35%
$3.05
412
1,239
36%
$3.05
345
1,134
33%
0500.0600
$4.95
551
2,549
75%
$4.95
590
2,568
76%
$4.95
561
2,520
74%
$4.70
486
2,283
67%
0600-0700
$5.15
426
2,656
78%
$5.15
405
2,519
74%
$5.15
415
2,549
75%
$4.95
370
2,286
67%
0700-0800
$5.65
453
2,572
76%
$5.65
425
2,563
75%
$5.65
452
2,536
75%
$5.50
386
2,331
69%
0800 - 0900
$5.15
326
2,503
74%
$5.15
331
2,389
70%
$5.15
316
2,351
69%
$4.95
330
2,224
65%
0900 - 1000
$4.10
291
2,307
68%
$4.10
281
2,289
67%
$4.10
266
2,186
64%
$4.10
382
2,211
65%
Monday
06107121
Tuesday
06108121
Wednesday
06109121
Thursday
06/10/21
Friday
06/11/21
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
421
1,312
39%
$3.05
406
1,229
36%
$3.05
421
1,311
39%
$3.05
416
1,265
37%
$3.05
335
1,100
32%
0500-0600
$4.95
569
2,647
78%
$4.95
614
2,629
77%
$4.95
613
2,548
75%
$4.95
584
2,544
75%
$4.70
470
2,189
64%
0600 - 0700
$5.15
407
2,561
75%
$5.15
417
2,529
74%
$5.15
435
2,614
77%
$5.15
436
2,506
74%
$4.95
385
2,312
68%
0700-0800
$5.65
431
2,648
78%
$5.65
413
2,448
72%
$5.65
465
2,559
75%
$5.65
427
2,629
77%
$5.50
352
2,129
63%
0800 - 0900
$5.15
301
2,215
65%
$5.15
337
2,226
65%
$5.15
341
2,422
71%
$5.15
297
2,274
67%
$4.95
370
2,218
65%
0900-1000
$4.10
288
2,017
59%
$4.10
299
2,240
66%
$4.10
294
2,138
63%
$4.10
395
2,250
66%
$4.10
401
2,270
67%
Monday
06/14/21
Tuesday
06/15/21
Wednesday
06/16/21
Thursday
06/17/21
Friday
06118121
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400-0500
$3.05
403
1,302
38%
$3.05
430
1,305
38%
$3.05
431
1,324
39%
$3.05
405
1,292
38%
$3.05
354
1,082
32%
0500-0600
$4.95
523
2,547
75%
$4.95
558
2,500
74%
$4.95
579
2,533
75%
$4.95
564
2,501
74%
$4.70
510
2,167
64%
0600 - 0700
$5.15
404
2,528
74%
$5.15
470
2,733
80%
$5.15
443
2,642
78%
$5.15
406
2,534
75%
$4.95
416
2,271
67%
0700 - 0800
$5.65
420
2,594
76%
$5.65
426
2,642
78%
$5.65
401
2,501
74%
$5.65
399
2,530
74%
$5.50
346
2,108
62%
0800 - 0900
$5.15
310
2,287
67%
$5.15
387
2,535
75%
$5.15
296
2,168
64%
$5.15
359
2,388
70%
$4.95
362
2,179
64%
0900-1000
$4.10
335
2,156
63%
$4.10
370
2,418
71%
$4.10
380
2,288
67%
$4.10
378
2,288
67%
$4.10
414
1,990
59%
Monday
06/21/21
Tuesday
06/22/21
Wednesday
06/23/21
Thursday
06/24/21
Friday
06/25/21
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
0400 - 0500
$3.05
402
1,272
37%
$3.05
447
1,316
39%
$3.05
430
1,332
39%
$3.05
416
1,239
36%
$3.05
348
1,097
32%
0500.0600
$4.95
574
2,556
75%
$4.95
585
2,541
75%
$4.95
585
2,591
76%
$4.95
598
2,537
75%
$4.70
449
2,200
65%
0600 - 0700
$5.15
436
2,511
74%
$5.15
436
2,618
77%
$5.15
397
2,520
74%
$5.15
446
2,576
76%
$4.95
393
2,320
68%
0700 - 0800
$5.65
234
1,568
46%
$5.65
412
2,541
75%
$5.65
398
2,598
76%
$5.65
389
2,471
73%
$5.50
340
2,247
66%
0800 - 0900
$5.15
310
2,094
62%
$5.15
334
2,336
69%
$5.15
364
2,472
73%
$5.15
366
2,480
73%
$4.95
352
2,242
66%
0900 - 1000
$4.10
445
2,793
82%
$4.10
357
2,470
73%
$4.10
401
2,416
71%
$4.10
354
2,390
70%
$4.10
425
2,217
65%
Monday
06128121
Tuesday
06/29/21
Wednesday
06/30/21
Thursday
07/01/21
Friday
07/02/21
AM Time
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price
HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
Price HOV
Vol.
Cap.
0400-0500
$3.05
431
1,291
38%
$3.05
401
1,309
39%
$3.05
427
1,283
38%
0500-0600
$4.95
546
2,474
73%
$4.95
580
2,529
74%
$4.95
564
2,542
75%
0600 - 0700
$5.15
368
2,465
73%
$5.15
400
2,638
78%
$5.15
427
2,551
75%
0700.0800
$5.65
366
2,513
74%
$5.65
404
2,526
74%
$5.65
443
2,567
76%
0800-0900
$5.15
351
2,184
64%
$5.15
385
2,539
75%
$5.15
412
2,595
76%
0900 - 1000
$4.10
388
2,197
65%
$4.10
402
2,398
71%
$4.10
423
2,424
71%
• Express
A Lanes
7
101
OCTA OPERATIONAL HIGHLIGHTS
On -Road Operations
OCTA customer assistance specialists (CAS) responded to 125 calls during the month of
June. Of those calls, 81 were to assist disabled vehicles and 32 calls to remove debris.
The CAS provided assistance to 12 accidents in the Express Lanes with none of those
accidents originating in the State Route 91 general purpose lanes.
91 Express Lanes Back -Office System (BOS) Development Update
In February, Cofiroute USA, LLC (CUSA) notified OCTA and the Riverside County
Transportation Commission (RCTC) of a delay to the implementation of the new BOS for
the 91 Express Lanes for both Orange and Riverside counties as a result of the
COVID-19 pandemic. CUSA is the current operator of the 91 Express Lanes for both
OCTA and RCTC and is the firm selected for the design, development, and
implementation of the new BOS, as well as the customer service center operation, once
the current contract expires on June 30, 2021.
In April 2021, OCTA and RCTC (Agencies) provide notice to CUSA that the Agencies will
be exercising the first of the six one -month extension period, which will commence July
1, 2021 through July 31, 2021. The Agencies intend to exercise the one -month options
until the Agencies transition to the new contract. Agencies' staff are continuing to work
with CUSA to meet the revised anticipated go -live date in October 2021.
91 Express Lanes Toll Entrance Gantries Infrastructure Project Update
OCTA entered into an agreement with the California Department of
Transportation (Caltrans) to provide construction and construction management services
for the 91 Express Lanes Toll Entrance Gantries Infrastructure Project. This project entails
constructing new toll gantries infrastructure at the three entrances of the OCTA
91 Express Lanes. Caltrans advertised and awarded the project in March 2021 and May
2021, respectively. In June, the contract was executed and construction is anticipated to
begin in August. Upon completion of the infrastructure project, Kapsch TrafficCom USA,
Inc., the toll lanes system integrator for the 91 Express Lanes, will install new Electronic
Toll and Traffic Management system equipment onto the new gantries.
etExpress
Lanes 8
102
FINANCIAL HIGHLIGHTS OCTA
91 Express Lanes
Operating Statement
YTD as of : 6/30/2021
YTD Variance
Description
Actual ("6) Budget (1)
Dollar S Percent (%)
Operating revenues:
Toll Revenue
$ 44,954,613.60
$ 32.670.000.00
$ 12.284.613.60
37.6
Fee Revenue
5,445,327.90
2,320,000.00
3.125.327.90
134.7
Total operating revenues
50.399,941 50
34 990 000.00
15 409 941 50
44.0
Operating expenses:
Contracted Services
6,759,534.22
7,200,000.00
440,465.78
6.1
Administrative Fee
2,996,580.00
3,121,756.00
125,176.00
4.0
Other Professional Services
1,496,373.26
4,000,900.00
2,504,526.74
62.6
Credit Card Processing Fees
1,106,039.98
900,000.00
(206,039.98)
(22.9)
Toll Road Account Servicing
636,884.40
600,000.00
(36,884.40)
(6.1)
Other Insurance Expense
444,076.36
825,000.00
380,923.64
46.2
Toll Road Maintenance Supply Repairs
174,544.47
2,400,000.00
2,225,455.53
92.7
Patrol Services
805,514.88
1,060,000.00
254,485.12
24.0
Building Equipment Repairs and Maint
914,431.39
1,230,000.00
315,568.61
25.7
6C Transponders
-
250,000.00
250,000.00
100.0
Other Services (5)
23,294.18
62,429.00
39,134.82
62.7
Utilities
44,604.65
115,000.00
70,395.35
61.2
Office Expense
14,745.52
98,000.00
83,254.48
85.0
Bad Debt Expense
149,461.04
-
(149,461.04)
N/A
Miscellaneous (2)
46,053.91
161,670.00
115.616.09
71.5
Leases
480,925.79
485,000.00
4,074.21
0.8
Total operating expenses
16.093.064.05
22.509.755.00
6,416,690.95
28.5
Depreciation and Amortization (3)
4,216,267.68
-
(4,216,267.68)
N/A
Operating income (loss) 30,090,609.77 12.480.245.00 17,610,364.77 141.1
Nonoperating revenues (expenses):
Reimbursement from Other Agencies
875,192.41
1,250,000.00
(374.807.59)
(30.0)
Interest Income
3,344,818.33
1,471,495.00
1,873,323.33
127.3
Interest Expense
r (4,280.324.68)r
(4,400.700.00)
120,375.32
r 2.7
Other
11,462.08
-
11,462.08
N/A
Total nonoperating revenues (expenses)
(48.851.86)
(1.679.205.00)
1.630.353.14
97.1
Transfers In
-
-
-
N/A
Transfers Out (4)
(11,566,156.36)
(41,711.150.00)
30.144.993.64
72.3
Net income (loss)1 S 18,475,601.55 1 S (30,910,110.00)1 S 49,385,711.55 1 (159.8)
'Actual amounts are accounted for on the accrual basis of accounting in an enterprise fund. Budget amounts are
accounted for on a modified accrual basis of accounting.
'Miscellaneous expenses include: Bond Insurance Costs, Bank Service Charge, Transponder Materials.
'Depreciation and amortization are not budgeted items.
'Transfers Out: For M2 Project I and Project J expense reimbursements.
'Litigation settlement was accrued, the negative will be offset once the litigation payment is issued.
Actuals are preliminary pre -closing amounts as of FY 2020-21. Final numbers will be shown in the audited financial statements.
Capital Asset Activity
During the twelve months ending June 30, 2021, capital asset activities included $11,453
for the replacement of the air-conditioning units for the eastbound toll plaza, $1,491,991
for the BOS replacement project, and $2,491,662 for payment of 6C implementation costs
for the Electronic Toll and Traffic Management system.
etExpresF
Lanes
9
103
OPERATIONS OVERVIEW RCTC
TRAFFIC AND REVENUE STATISTICS FOR RCTC
Total traffic volume on the 91 Express Lanes for June 2021 was 1,445,027. This
represents a daily average of 48,168 vehicles. This is a 60.2 percent increase in total
traffic volume from the same period last year, which totaled 901,930 and was the fourth
month of the COVID-19 stay-at-home order. Potential toll revenue for June was
$4,708,887, which represents an increase of 73.9 percent from the prior year's total of
$2,708,569. Carpool percentage for June was 21 percent as compared to the previous
year's rate of 22.1 percent. As compared to June 2019, traffic volume increased by
20.5 percent and revenue increased by 0.7 percent. Traffic volumes have returned to
pre-COVID-19 levels.
Month -to -date traffic and revenue data is summarized in the table below. The following
trip and revenue statistics tables represent all trips taken on the Riverside County
Transportation Commission (RCTC) 91 Express Lanes and associated potential revenue
for the month of June 2021.
Current Month -to -Date as of June 30, 2021
Trips
JUN -21
MTD
Actual
Stantec
MTD
Projected
#
Variance
%
Variance
JUN -20
MTD
Actual
Yr 21-to-Yr 20
%
Variance
Jun -19
MTD
Actual
Yr 21-to-Yr 19
Variance
Full Toll Lanes
1,140,850
1,035,600
105,250
10.2%
702,369
62.4%
878,365
29.9%
3+ Lanes
304,177
337,829
(33,652)
(10.0%)
199,561
52.4%
320,850
(5.2%)
Total Gross Trips
1,445,027
1,373,429
71,598
5.2%
901,930
60.2%
1,199,215
20.5%
Revenue
Full Toll Lanes
$4,663,860
$4,588,114
$75,746
1.7%
$2,673,259
74.5%
$4,632,609
0.7%
3+ Lanes
$45,027
$0
$45,027
$35,310
27.5%
$42,682
5.5%
Total Gross Revenue
$4,708,887
$4,588,114
$120,773
2.6%
$2,708,569
73.9%
$4,675,291
0.7%
Average Revenue per Trip
Average Full Toll Lanes
$4.09
$4.43
($0.34)
(7.7%)
$3.81
7.3%
$5.27
(22.4%)
Average 3+ Lanes
$0.15
$0.00
$0.15
$0.18
(16.7%)
$0.13
15.4%
Average Gross Revenue
$3.26
$3.34
($0.08)
(2.4%)
$3.00
8.7%
$3.90
(16.4%)
etExpress
Lanes
10
104
The 2021 fiscal year-to-date traffic volume decreased by 0.7 percent and potential toll
revenue decreased by 19.1 percent, when compared with the same period last year.
Year-to-date average revenue per -trip is $3.36.
Fiscal year-to-date traffic and revenue data are summarized in the table below. The
following trip and revenue statistics tables represent all trips taken on the RCTC
91 Express Lanes and associated potential revenue for the months of July 2020 through
June 2021.
FY 2020-21 Year -to -Date as of June 30, 2021
Trips
FY 2020-21
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
FY 2019-20
YTD
Actual
Yr-to-Yr
cyo
Variance
Full Toll Lanes
10,352,754
12,188,900
(1,836,146)
(15.1%)
10,044,914
3.1%
3+ Lanes
2,673,031
3,967,543
(1,294,512)
(32.6%)
3,074,209
(13.0%)
Total Gross Trips
13,025,785
16,156,443
(3,130,658)
(19.4%)
13,119,123
(0.7%)
Revenue
Full Toll Lanes
$43,281,313
$52,698,686
($9,417,373)
(17.9%)
$53,676,973
(19.4%)
3+ Lanes
$452,929
$0
$452,929
$381,477
18.7%
Total Gross Revenue
$43,734,242
$52,698,686
($8,964,443)
(17.0%)
$54,058,450
(19.1%)
Average Revenue per Trip
Average Full Toll Lanes
$4.18
$4.32
($0.14)
(3.2%)
$5.34
(21.7%)
Average 3+ Lanes
$0.17
$0.00
$0.17
$0.12
41.7%
Average Gross Revenue
$3.36
$3.26
$0.10
3.1%
$4.12
(18.4%)
•JLan Express
11
105
RCTC Traffic and Revenue Summary
The chart below reflects the total trips broken down between full toll lanes and HOV3+
lanes for FY 2020-21 on a monthly basis.
The chart below reflects the gross potential revenue breakdown between full toll lanes
and HOV3+ lanes for FY 2020-21 on a monthly basis.
994, 294 1.030.130
1,070,406 1.140,850
771,951 787, 711 879.975
791.824
718.572 763,738 729,424 673,879
FY 2020.21 Revenue Summary
$5,000,000
$4,500,000
$4,000,000
S3,500,000
3
C
S3,000,000 -
N
S2.500,000 -
$2,000,000 -
$1,500,000 -
$1,000,000 -
$3,705,484
$3,450,193
$3,280,797
$3,081,096
54.210.820$4•328•32854,663,860
54,107,544
$3,133,295 53,343,629
53.109.143
$2,867.125
104
Jul -20 Aug -20 Sep -20 Oct -20 Nov -20 Dec -20 Jan -21 Feb -21 Mar -21 Apr -21 May -21 Jun -21
Month
■Full Toll Lanes ■3+Lanes
•JLan ss
12
106
RCTC PEAK -HOUR VOLUMES
In June, there were no toll rates adjusted in response to traffic volumes. RCTC evaluates
traffic volumes for peak period hours and increases or decreases rates according to the
toll rate policy.
RCTC EASTBOUND PEAK -HOUR VOLUMES
Eastbound PM Peak - County Line to McKinley
Monday
05131/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
PM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
i
$5.30 209
1055
1,264
E
$8.95
212
1125
1,337
F
$10.95
229
1,159
1,388
F
$24.95
291
1,132
1,423
F
1500 -1600
$10.95 235
1065
1,300
E
$13.95
224
971
1,195
D
$16.95
157
719
876
C
$24.95
299
991
1,290
E
1600 -1700
$6.95 172
935
1,107
D
$6.95
177
958
1,135
D
$8.95
188
944
1,132
D
$14.95
294
1,018
1,312
F
1700 -1800
$5.30 176
975
1,151
D
$5.30
176
981
1,157
D
$5.30
270
1,198
1,468
F
$7.95
244
974
1,218
E
1800 -1900
$4.20 228
798
1,026
D
$5.30
242
895
1,137
D
$5.30
211
1,007
1,218
E
$5.30
266
926
1,192
D
1900.2000
$2.25 155
543
698
B
$2.25
207
666
873
C
$2.25
237
858
1,095
D
$2.25
247
709
956
C
Monday
06/07/21
Tuesday
06/08/21
Wednesday
06/09/21
Thursday
06/10/21
Friday
06/11/21
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 -1500
$5.30 217
1,107
1,324
F
$5.30 213
1,054
1,267
E
$8.95
194
1,005
1,199
D
$10.95
237
1,173
1,410
F
$24.95
352
1,066
1,418
F
1500 -1600
$8.95 211
1,032
1,243
E
$10.95 220
990
1,210
E
$13.95
210
978
1,188
D
$16.95
226
966
1,192
D
$24.95
287
895
1,182
D
1600 - 1700
$6.95 192
999
1,191
D
$6.95 177
921
1,098
D
$6.95
178
1,009
1,187
D
$8.95
211
1,019
1,230
E
$14.95
288
989
1,277
E
1700 - 1800
$5.30 165
913
1,078
D
$5.30 177
956
1,133
D
$5.30
193
1,008
1,201
E
$5.30
199
879
1,078
D
$7.95
271
955
1,226
E
1800 - 1900
$4.20 207
812
1,019
D
$4.20 222
852
1,074
D
$5.30
211
934
1,145
D
$5.30
245
956
1,201
E
$5.30
256
1,021
1,277
E
1900-2000
$2.25 177
443
620
B
$2.25 180
692
872
C
$2.25
178
660
838
C
$2.25
236
911
1,147
D
$2.25
272
797
1,069
D
Monday
06/14121
Tuesday
06/15/21
Wednesday
06/16/21
Thursday
06/17/21
Friday
06/18/21
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 - 1500
$5.30 236
1,123
1,359
F
$5.30 239
1,105
1,344
F
$8.95
216
1,048
1,264
E
$10.95
240
1,161
1,401
F
$24.95
300
1,000
1,300
E
1500 - 1600
$8.95 219
972
1,191
D
$10.95 236
993
1,229
E
$13.95
254
975
1,229
E
$16.95
256
964
1,220
E
$24.95
319
901
1,220
E
1600 -1700
$6.95 210
997
1,207
E
$6.95 191
980
1,171
D
$6.95
214
1,048
1,262
E
$8.95
260
1,025
1,285
E
$14.95
288
905
1,193
D
1700 -1800
$5.30 167
944
1,111
D
$5.30 189
957
1,146
D
$5.30
218
1,009
1,227
E
$5.30
222
1,002
1,224
E
$7.95
243
899
1,142
D
1800 -1900
$4.20 206
876
1,082
D
$4.20 258
929
1,187
D
$5.30
280
955
1,235
E
$5.30
244
997
1,241
E
$5.30
288
840
1,128
D
1900 - 2000
$2.25 200
491
691
B
$2.25 242
931
1,173
D
$2.25
253
749
1,002
D
$2.25
240
925
1,165
D
$2.25
283
820
1,103
D
Monday
06/21/21
Tuesday
06122121
Wednesday
06123/21
Thursday
06/24/21
Friday
06/25/21
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30 209
1,111
1,320
F
$5.30 219
1,100
1,319
F
$8.95
233
1,106
1,339
F
$10.95
241
1,128
1,369
F
$24.95
280
1,090
1,370
F
1500.1600
$8.95 212
852
1,064
D
$10.95 246
1,002
1,248
E
$13.95
240
938
1,178
D
$16.95
247
952
1,199
D
$24.95
294
1,067
1,361
F
1600.1700
$6.95 239
975
1,214
E
$6.95 198
933
1,131
D
$6.95
221
986
1,207
E
$8.95
204
832
1,036
D
$14.95
286
956
1,242
E
1700.1800
$5.30 224
907
1,131
D
$5.30 199
912
1,111
D
$5.30
202
981
1,183
D
$5.30
201
936
1,137
D
$7.95
245
921
1,166
D
1800.1900
$4.20 265
853
1,118
D
$4.20 271
988
1,259
E
$5.30
267
935
1,202
E
$5.30
248
986
1,234
E
$5.30
281
930
1,211
E
1900.2000
$2.25 187
591
778
B
$2.25 208
668
876
C
$2.25
228
893
1,121
D
$2.25
308
963
1,271
E
$2.25
235
811
1,046
D
Monday
06/28/21
Tuesday
06/29/21
Wednesday
06130121
Thursday
07101121
Friday
07102121
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price
HOV
SOV
Vol. LOS
1400.1500
$5.30 253
1,088
1,341
F
$5.30 210
1,003
1,213
E
$8.95
230
1,095
1,325
F
1500.1600
$8.95 244
974
1,218
E
$10.95 193
913
1,106
D
$13.95
228
917
1,145
D
1600.1700
$6.95 236
983
1,219
E
$6.95 189
967
1,156
D
$6.95
201
985
1,186
D
1700.1800
$5.30 228
1,011
1,239
E
$5.30 193
921
1,114
D
$5.30
191
944
1,135
D
1800.1900
$4.20 311
814
1,125
D
$4.20 245
904
1,149
D
$5.30
253
874
1,127
D
1900.2000
$2.25 200
565
765
B
$2.25 213
719
932
C
$2.25
259
874
1,133
D
etExpress
A Lanes
13
107
Eastbound PM Peak - County Line to 15 SB Ontario
Monday
05/31/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
PM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30 101
739
840
C
$5.30
119
776
895
C
$5.30
121
774
895
C
$5.30
127
679
806
C
1500-1600
$5.30 111
769
880
C
$5.30
124
775
899
C
$5.30
75
485
560
B
$5.30
140
626
766
B
1600-1700
$5.30 89
671
760
B
$5.30
101
655
756
B
$5.30
91
595
686
B
$2.95
135
558
693
B
1700-1800
$2.95 95
687
782
B
$2.95
92
670
762
B
$5.30
104
786
890
C
$2.95
147
657
804
C
1800.1900
$2.95 117
671
788
B
$2.95
119
659
778
B
$2.95
128
668
796
B
$2.95
141
590
731
B
1900 - 2000
$1.95 100
457
557
B
$2.95
97
447
544
B
$2.95
143
602
745
B
$2.95
153
488
641
B
Monday
06/07/21
Tuesday
06108121
Wednesday
06/09/21
Thursday
06/10/21
Friday
06/11/21
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400-1500
$5.30 121
733
854
C
$5.30 122
750
872
C
$5.30
109
698
807
C
$5.30
109
706
815
C
$5.30
170
671
841
C
1500-1600
$5.30 132
732
864
C
$5.30 128
726
854
C
$5.30
123
713
836
C
$5.30
122
660
782
B
$5.30
151
569
720
B
1600 - 1700
$2.95 96
669
765
B
$5.30 99
677
776
B
$5.30
90
691
781
B
$5.30
101
633
734
B
$2.95
145
597
742
B
1700 - 1800
$2.95 84
645
729
B
$2.95 79
614
693
B
$2.95
91
670
761
B
$5.30
104
573
677
B
$2.95
132
644
776
B
1800-1900
$2.95 120
575
695
B
$2.95 125
670
795
B
$2.95
109
706
815
C
$2.95
119
648
767
B
$2.95
145
624
769
B
1900-2000
$1.95 95
346
441
B
$1.95 119
523
642
B
$2.95
115
480
595
B
$2.95
152
600
752
B
$2.95
150
536
686
B
Monday
06/14/21
Tuesday
06115121
Wednesday
06/16121
Thursday
06/17/21
Friday
06118121
PM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400 -1500
$5.30 123
621
744
B
$5.30 138
782
920
C
$5.30
144
806
950
C
$5.30
130
754
884
C
$5.30
133
573
706
B
1500.1600
$5.30 133
720
853
C
$5.30 109
678
787
B
$5.30
110
695
805
C
$5.30
110
693
803
C
$5.30
158
601
759
B
1600-1700
$2.95 108
648
756
B
$5.30 110
623
733
B
$5.30
108
677
785
B
$5.30
122
679
801
C
$2.95
132
599
731
B
1700 -1800
$2.95 91
640
731
B
$2.95 108
628
736
B
$2.95
115
654
769
B
$5.30
113
598
711
B
$2.95
109
563
672
B
1800-1900
$2.95 110
636
746
B
$2.95 131
641
772
B
$2.95
135
688
823
C
$2.95
119
710
829
C
$2.95
174
548
722
B
1900 - 2000
$1.95 116
350
466
B
$1.95 156
615
771
B
$2.95
139
539
678
B
$2.95
149
579
728
B
$2.95
169
494
663
B
Monday
06/21/21
Tuesday
06/22/21
Wednesday
06/23/21
Thursday
06/24/21
Friday
06/25121
PM Time
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
1400.1500
$5.30
119
710
829
C
$5.30
137
775
912
C
$5.30
124
798
922
C
$5.30
139
714
853
C
$5.30
127
654
781
B
1500.1600
$5.30
97
548
645
B
$5.30
125
703
828
C
$5.30
121
690
811
C
$5.30
125
682
807
C
$5.30
115
601
716
B
1600.1700
$2.95
120
668
788
B
$5.30
93
674
767
B
$5.30
109
605
714
B
$5.30
104
568
672
B
$2.95
175
574
749
B
1700.1800
$2.95
100
638
738
B
$2.95
90
596
686
B
$2.95
103
642
745
B
$5.30
87
556
643
B
$2.95
118
615
733
B
1800.1900
$2.95
146
634
780
B
$2.95
120
667
787
B
$2.95
133
637
770
B
$2.95
131
635
766
B
$2.95
132
594
726
B
1900.2000
$1.95
102
419
521
B
$1.95
125
545
670
B
$2.95
123
610
733
B
$2.95
138
655
793
B
$2.95
158
523
681
B
Monday
06/28/21
Tuesday
06/29/21
Wednesday
06/30/21
Thursday
07/01/21
Friday
07/02/21
PM Time
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
1400.1500
$5.30
115
657
772
B
$5.30
124
794
918
C
$5.30
129
730
859
C
1500.1600
$5.30
125
673
798
B
$5.30
100
747
847
C
$5.30
98
727
825
C
1600.1700
$2.95
126
608
734
B
$5.30
102
658
760
B
$5.30
119
627
746
B
1700.1800
$2.95
136
709
845
C
$2.95
109
627
736
B
$2.95
118
666
784
B
1800.1900
$2.95
126
592
718
B
$2.95
135
701
836
C
$2.95
137
629
766
B
1900.2000
$1.95
111
430
541
B
$1.95
126
522
648
B
$2.95
151
585
736
B
etExpress
Lanes
14
108
RCTC WESTBOUND PEAK -HOUR VOLUMES
Westbound AM Peak - McKinley to County Line
Monday
05/31/21
Tuesday
06101/21
Wednesday
06/02/21
Thursday
06/03/21
Friday
06/04/21
AM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 202
498
700
B
$5.30
255
478
733
B
$5.30
209
536
745
B
$2.25 223
491
714
B
0500 - 0600
$9.95 295
1309
1,604
F
$9.95
376
1387
1,763
F
$9.95
312
1,438
1,750
F
$6.95 294
1,337
1,631
F
0600 - 0700
$12.95 259
1377
1,636
F
$12.95
222
1319
1,541
F
$11.95
249
1,525
1,774
F
$6.95 201
1,324
1,525
F
0700 - 0800
$8.95 285
1545
1,830
F
$8.95
276
1657
1,933
F
$7.95
351
1,778
2,129
F
$5.30 262
1,733
1,995
F
0800-0900
$5.30 223
1569
1,792
F
$5.30
208
1639
1,847
F
$5.30
216
1,571
1,787
F
$2.25 222
1,385
1,607
F
0900-1000
$5.30 164
1151
1,315
E
$5.30
177
1182
1,359
F
$5.30
155
1,070
1,225
E
$2.25 216
1,064
1,280
E
Monday
06/07/21
Tuesday
06108121
Wednesday
06/09/21
Thursday
06/10/21
Friday
06111121
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
H0V
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 232
489
721
B
$5.30 240
474
714
B
$5.30
205
528
733
B
$5.30
229
480
709
B
$2.25 182
481
663
B
0500 - 0600
$9.95 347
1,384
1,731
F
$9.95 386
1,396
1,782
F
$9.95
371
1,383
1,754
F
$9.95
324
1,267
1,591
F
$6.95 292
1,154
1,446
F
0600 - 0700
$11.95 269
1,579
1,848
F
$12.95 271
1,338
1,609
F
$12.95
286
1,460
1,746
F
$11.95
270
1,402
1,672
F
$6.95 235
1,267
1,502
F
0700 - 0800
$8.95 312
1,793
2,105
F
$8.95 331
1,802
2,133
F
$8.95
334
1,765
2,099
F
$7.95
322
1,791
2,113
F
$5.30 297
1,431
1,728
F
0800 - 0900
$5.30 207
1,449
1,656
F
$5.30 226
1,651
1,877
F
$5.30
200
1,584
1,784
F
$5.30
217
1,596
1,813
F
$2.25 232
1,398
1,630
F
0900-1000
$5.30 157
954
1,111
D
$5.30 179
1,106
1,285
E
$5.30
180
1,129
1,309
E
$5.30
229
1,115
1,344
E
$2.25 211
984
1,195
D
Monday
06/14/21
Tuesday
06/15/21
Wednesday
06/16/21
Thursday
06/17/21
Friday
06/18/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 222
549
771
B
$5.30 230
512
742
B
$5.30
230
501
731
B
$5.30
215
533
748
B
$2.25 193
466
659
B
0500 - 0600
$9.95 277
1,424
1,701
F
$9.95 363
1,354
1,717
F
$9.95
303
1,344
1,647
F
$9.95
284
1,359
1,643
F
$6.95 339
1,074
1,413
F
0600 - 0700
$11.95 243
1,483
1,726
F
$12.95 308
1,668
1,976
F
$12.95
255
1,656
1,911
F
$11.95
268
1,498
1,766
F
$6.95 269
1,424
1,693
F
0700 - 0800
$8.95 322
1,710
2,032
F
$8.95 347
1,937
2,284
F
$8.95
317
1,696
2,013
F
$7.95
316
1,842
2,158
F
$5.30 260
1,541
1,801
F
0800 - 0900
$5.30 229
1,598
1,827
F
$5.30 258
1,652
1,910
F
$5.30
212
1,441
1,653
F
$5.30
237
1,617
1,854
F
$2.25 234
1,337
1,571
F
0900-1000
$5.30 204
1,134
1,338
E
$5.30 217
1,246
1,463
F
$5.30
222
1,069
1,291
E
$5.30
216
1,147
1,363
F
$2.25 243
876
1,119
D
Monday
06/21/21
Tuesday
06/22/21
Wednesday
06/23/21
Thursday
06/24/21
Friday
06/25/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$5.30 225
529
754
8
$5.30 237
479
716
B
$5.30
223
421
644
B
$5.30
199
373
572
B
$2.25
161
374
535
B
0500 - 0600
$9.95 327
1,309
1,636
F
$9.95 381
1,332
1,713
F
$9.95
318
1,087
1,405
F
$9.95
321
1,081
1,402
F
$6.95
235
1,108
1,343
E
0600 - 0700
$11.95 269
1,399
1,668
F
$12.95 273
1,516
1,789
F
$12.95
228
1,198
1,426
F
$11.95
279
1,264
1,543
F
$6.95
198
1,242
1,440
F
0700 - 0800
$8.95 277
1,461
1,738
F
$8.95 286
1,794
2,080
F
$8.95
284
1,525
1,809
F
$7.95
255
1,437
1,692
F
$5.30
197
1,432
1,629
F
0800 - 0900
$5.30 278
1,700
1,978
F
$5.30 204
1,686
1,890
F
$5.30
246
1,393
1,639
F
$5.30
211
1,393
1,604
F
$2.25
208
1,261
1,469
F
0900-1000
$5.30 259
1,397
1,656
F
$5.30 210
1,341
1,551
F
$5.30
217
1,052
1,269
E
$5.30
179
1,015
1,194
D
$2.25
192
935
1,127
D
Monday
06/28/21
Tuesday
06/29/21
Wednesday
06/30/21
Thursday
07/01/21
Friday
07/02/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
0400-0500
$5.30 208
389
597
B
$5.30 185
455
640
B
$5.30
163
431
594
B
0500-0600
$9.95 288
1,113
1,401
F
$9.95 336
1,128
1,464
F
$9.95
252
1,121
1,373
F
0600 - 0700
$11.95 197
1,208
1,405
F
$12.95 199
1,333
1,532
F
$12.95
225
1,252
1,477
F
0700 - 0800
$8.95 277
1,544
1,821
F
$8.95 271
1,524
1,795
F
$8.95
281
1,461
1,742
F
0800 - 0900
$5.30 179
1,111
1,290
E
$5.30 226
1,495
1,721
F
$5.30
266
1,503
1,769
F
0900 - 1000
$5.30 230
956
1,186
D
$5.30 195
1,090
1,285
E
$5.30
208
1,084
1,292
E
etExpress
Lanes
15
109
Westbound AM Peak - 15 North to County Line
Monday
05/31/21
Tuesday
06/01/21
Wednesday
06/02/21
Thursday
06103121
Friday
06/04/21
AM Time
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95 119
369
488
B
$2.95
71
245
316
A
$2.95
77
304
381
A
$2.95 73
247
320
A
0500-0600
$6.85 140
835
975
C
$6.85
125
779
904
C
$6.85
103
726
829
C
$5.30 80
594
674
B
0600 - 0700
$6.85 148
1005
1,153
D
$6.85
121
1037
1,158
D
$6.85
106
780
886
C
$5.30 103
779
882
C
0700-0800
$6.85 114
1061
1,175
D
$6.85
106
866
972
C
$6.85
96
762
858
C
$2.95 71
625
696
B
0800-0900
$2.95 95
936
1,031
D
$2.95
86
783
869
C
$2.95
82
823
905
C
$2.95 77
649
726
B
0900-1000
$2.95 68
699
767
B
$2.95
77
583
660
B
$2.95
67
631
698
B
$2.95 78
432
510
B
Monday
06107121
Tuesday
06108121
Wednesday
06/09/21
Thursday
06/10/21
Friday
06/11/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95 112
326
438
B
$2.95 83
296
379
A
$2.95
76
350
426
B
$2.95
97
298
395
A
$2.95 80
288
368
A
0500-0600
$6.85 106
730
836
C
$6.85 152
759
911
C
$6.85
109
716
825
C
$6.85
128
821
949
C
$5.30 99
651
750
B
0600-0700
$6.85 105
725
830
C
$6.85 115
836
951
C
$6.85
116
896
1,012
D
$6.85
120
841
961
C
$5.30 110
793
903
C
0700.0800
$6.85 97
799
896
C
$6.85 138
903
1,041
D
$6.85
142
873
1,015
D
$6.85
133
913
1,046
D
$2.95 110
743
853
C
0800.0900
$2.95 83
691
774
B
$2.95 96
677
773
B
$2.95
115
801
916
C
$2.95
92
647
739
B
$2.95 102
602
704
B
0900-1000
$2.95 91
591
682
B
$2.95 91
642
733
B
$2.95
83
633
716
B
$2.95
104
576
680
B
$2.95 114
631
745
B
Monday
06/14/21
Tuesday
06/15/21
Wednesday
06/16/21
Thursday
06/17/21
Friday
06118/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95 87
326
413
B
$2.95 95
340
435
B
$2.95
92
342
434
B
$2.95
59
336
395
A
$2.95 84
269
353
A
0500.0600
$6.85 106
782
888
C
$6.85 142
715
857
C
$6.85
124
791
915
C
$6.85
112
761
873
C
$5.30 125
641
766
B
0600-0700
$6.85 97
825
922
C
$6.85 98
782
880
C
$6.85
105
846
951
C
$6.85
113
907
1,020
D
$5.30 88
645
733
B
0700-0800
$6.85 131
904
1,035
D
$6.85 111
730
841
C
$6.85
139
900
1,039
D
$6.85
107
795
902
C
$2.95 79
672
751
B
0800.0900
$2.95 67
655
722
B
$2.95 94
871
965
C
$2.95
77
632
709
B
$2.95
120
812
932
C
$2.95 83
535
618
B
0900-1000
$2.95 90
574
664
B
$2.95 89
628
717
B
$2.95
107
701
808
C
$2.95
108
613
721
B
$2.95 120
488
608
B
Monday
06/21/21
Tuesday
06122121
Wednesday
06123/21
Thursday
06/24/21
Friday
06125/21
AM Time
Price HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol.
LOS
0400-0500
$2.95 87
313
400
A
$2.95 107
353
460
B
$2.95
113
405
518
B
$2.95
109
390
499
B
$2.95 95
365
460
B
0500.0600
$6.85 136
815
951
C
$6.85 124
738
862
C
$6.85
164
937
1,101
D
$6.85
192
974
1,166
D
$5.30 112
844
956
C
0600-0700
$6.85 127
887
1,014
D
$6.85 109
937
1,046
D
$6.85
150
1,176
1,326
E
$6.85
167
1,137
1,304
E
$5.30 119
999
1,118
D
0700 - 0800
$6.85 86
713
799
B
$6.85 123
910
1,033
D
$6.85
170
1,256
1,426
F
$6.85
161
1,163
1,324
E
$2.95 124
961
1,085
D
0800 - 0900
$2.95 32
173
205
A
$2.95 83
748
831
C
$2.95
144
1,026
1,170
D
$2.95
139
1,060
1,199
D
$2.95 110
869
979
C
0900-1000
$2.95 91
594
685
B
$2.95 109
680
789
B
$2.95
149
832
981
C
$2.95
125
761
886
C
$2.95 149
715
864
C
Monday
06/28/21
Tuesday
06/29/21
Wednesday
06/30121
Thursday
07101/21
Friday
07/02/21
AM Time
Price HOV
SOV
Vol.
LOIPrice
HOV
SOV
Vol.
LOS
Price
HOV
SOV
Vol.
LOS
Price HOV
SOV
Vol. LOS
Price HOV
SOV
Vol. LOS
0400-0500
$2.95 113
446
559
B
$2.95
96
419
515
B
$2.95
101
423
524
B
0500.0600
$6.85 159
949
1,108
D
$6.85
163
982
1,145
D
$6.85
150
1,001
1,151
D
0600 - 0700
$6.85 125
1,124
1,249
E
$6.85
128
1,236
1,364
E
$6.85
155
1,138
1,293
E
0700 - 0800
$6.85 138
1,114
1,252
E
$6.85
154
1,177
1,331
E
$6.85
163
1,241
1,404
F
0800 - 0900
$2.95 139
940
1,079
D
$2.95
156
1,087
1,243
E
$2.95
118
968
1,086
D
0900-1000
$2.95 152
686
838
C
$2.95
127
804
931
C
$2.95
144
823
967
C
etExpress
A Lanes
i6
110
CTC OPERATIONAL HIGHLIGHTS
On -Road Operations
RCTC Freeway Service Patrol responded to 98 calls during the month of June. Of those
calls, 73 were to assist disabled vehicles, 11 calls to remove debris, and 14 were in
response to accidents in the Express Lanes.
91 Express Lanes BOS Development Update
In February, CUSA notified OCTA and RCTC of a delay to the implementation of the new
BOS for the 91 Express Lanes for both Orange and Riverside counties as a result of the
COVID-19 pandemic. CUSA is the current operator of the 91 Express Lanes for both
OCTA and RCTC and is the firm selected for the design, development, and
implementation of the new BOS, as well as the customer service center operation, once
the current contract expires on June 30, 2021.
In April 2021, OCTA and RCTC (Agencies) provide notice to CUSA that the Agencies will
be exercising the first of the six one -month extension period, which will commence July
1, 2021 through July 31, 2021. The Agencies intend to exercise the one -month options
until the Agencies transition to the new contract. Agencies' staff are continuing to work
with CUSA to meet the revised anticipated go -live date in October 2021.
etExpress
A Lanes
17
111
FINANCIAL HIGHLIGHTS RCTC
RCTC 91 Express Lanes
Operating Statement
YTD as of : 6/30/2021
YTD Variance
Description
Actual
Budget
Dollar $
Percent (%)
Operating revenues:
Toll Revenue
$ 39,930,214.27
$ 25,754,400.00
$ 14,175,814.27
55.0
Fee Revenue
6,320,347.12
2,450,500.00
3,869,847.12
157.9
Total operating revenues
46,250,561.39
28,204,900.00
18,045,661.39
64.0
Operating expenses:
Salaries and Benefits
611,942.17
675,500.00
63,557.83
9.4
Legal Services
110,513.98
350,000.00
239,486.02
68.4
Advisory Services
57,833.86
75,000.00
17,166.14
22.9
Audit and Accounting Fees
37,775.00
36,000.00
(1,775.00)
(4.9)
Service Fees
5,475.33
20,000.00
14,524.67
72.6
Other Professional Services
764,452.33
2,621,000.00
1,856,547.67
70.8
Lease Expense
258,155.49
490,200.00
232,044.51
47.3
Operations
2,127,972.41
2,987,000.00
859,027.59
28.8
Utilities
64,984.02
81,600.00
16,615.98
20.4
Supplies and Materials
4,909.00
30,000.00
25,091.00
83.6
Membership and Subscription Fees
28,281.50
30,000.00
1,718.50
5.7
Office Equipment & Furniture (Non -Capital)
5,383.88
15,000.00
9,616.12
64.1
Maintenance/Repairs
126,670.76
365,100.00
238,429.24
65.3
Training Seminars and Conferences
(720.00)
2,300.00
3,020.00
131.3
Transportation Expenses
-
4,000.00
4,000.00
100.0
Lodging
-
3,500.00
3,500.00
100.0
Meals
-
500.00
500.00
100.0
Other Staff Expenses
-
500.00
500.00
100.0
Advertising
4,611.25
275,000.00
270,388.75
98.3
Program Management
75,689.76
166,100.00
90,410.24
54.4
Program Operations
7,409,400.61
8,635,700.00
1,226,299.39
14.2
Litigation Settlement
-
-
-
N/A
Fumiture & Equipment
-
305,000.00
305,000.00
100.0
Improvements
-
-
-
N/A
Bad Debt Expense
17,973.78
-
(17,973.78)
N/A
Total operating expenses
11,711,305.13
17,169,000.00
5,457,694.87
31.8
Operating income (loss) 34,539,256.26 11,035,900.00 23,503,356.26 213.0
Nonoperating revenues (expenses):
Interest Revenue
529,601.68
691,900.00
(162,298.32)
23.5
Other Miscellaneous Revenue
944,155.83
100.00
944,055.83
(944,055.8)
Interest Expense
(29,687,116.56)
(7,119,900.00)
(22,567,216.56)
317.0
Total nonoperating revenues (expenses)
(28,213,359.05)
(6,427,900.00)
(21,785,459.05)
(338.9)
Transfers In
-
-
-
N/A
Transfers Out
(643,900.00)
(1,025,300.00)
381,400.00
(37.2)
Net income (loss)I $ 5,681,997.21 1 $ 3,582,700.00 1 $ 2,099,297.21 I 58.6
1 Unaudited
etExpress
Lanes
i8
112
JOINT AGENCY TRIP AND REVENUE STATISTICS
MULTI AGENCY TRIP AND REVENUE STATISTICS
MONTH ENDING June 30, 2021
MTD
Transactions by
Agency
Transactions
Using Both
Segments
%Using Both
Segments
Revenue
Westbound
OCTA
878,371
458,036
52%
$2,339,539
RCTC
770,811
458,036
59%
$2,534,675
1-15
274,149
244,866
89%
$770,218
McKinley
496,662
213,170
43%
$1,764,457
Eastbound
OCTA
825,920
531,501
64%
$2,739,329
RCTC
674,216
531,501
79%
$2,174,212
1-15
257,131
211,763
82%
$617,734
McKinley
417,085
319,738
77%
$1,556,478
JOINT AGENCY TRAFFIC STATISTICS
Joint Agency Traffic Statistics
1,000,000
900,000
800,000
700,000
600,000
500,000
400,000
300,000
200,000
100,000
59%
OCTA RCTC OCTA RCTC
Westbound Eastbound
• OCTA Transactions • RCTC Transactions
• % of OCTA Transactions Using Both Segments 61% of RCTC Transactions Using Both Segments
•JLan Express
19
113
JOINT AGENCY PERFORMANCE MEASURES
REPORTING REQUIREMENT
Reporting
Period
PERFORMANCE STANDARD
Jun -21
Performance
CUSTOMER SERVICE
Call Wait Time**
Abandon Rate
Customer Satisfaction
VIOLATION PROCESSING
Monthly
Monthly
Monthly
Not to exceed 2 minutes
No more than 4.0%
At least 75 outbound calls
Response Time Monthly Within 2 business days of receipt
CUSA Violation Collection Rate Quarterly 70% or more
CUSA Violation Collection Rate Annually 74% or more
TRAFFIC OPERATIONS
Initial & Secondary Reviews Monthly Equal to or less than 15 days
* Rate Misread Errors Monthly Equal to or less than 0.4%
CAS Response Time Monthly 0:20 (minutes) per call
ACCOUNTING
OCTA Exceptions Monthly No more than 3
RCTC Exceptions Monthly No more than 3
INFORMATION TECHNOLOGY
Back -office System Uptime Monthly
Netw ork Uptime Monthly
99% Availability
99% Availability
2:07
3.2%
76
0.7
69%
61%
0.9
0.02%
0:19
0
0
100%
100%
CUSA = Cofiroute USA; CAS = OCTA Customer Assistance Specialists
* Plate M isread Error performance is current after a 60 -day hold -back period; therefore, percentage reported here is for two months prior to
the month of this report.
Call Wait Time was not met in June 2021as a result of decrease availability of staff due to the pandemic.
JOINT AGENCY TRANSPONDER DISTRIBUTION
T21 TRANSPONDER DISTRIBUTION
June -21 I May -21 I FY 2020-21
Tags I% of Total Tags 1% of Total Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Returned
Account Closures
Accounts Dow nsizing
Defective Transponders
Total Issued
Total Returned
295 81.0% 1,181 97.3%
7 1.9% 22 1.8%
62 17.0% 11 0.9%
364 1,214
6,113 100.0%
6,113
r
1,785 100.0%
1,785
798
15
14
827
96.5%
1.8%
1.7%
16 0.5%
r 4 0.1%
r 3,190 99.4%
3,210
•JLan Express
20
114
6C TRANSPONDER DISTRIBUTION
June -21 May -21 FY 2020-21
Tags I% of Total
Tags 1% of Total
Average To -Date
Issued
To New Accounts
Additional Tags to Existing Accounts
Replacement Transponders
Total Issued
18,544 99.4%
116 0.6%
18,660
✓ 35,117
•
61
• 1
35,179
99.8%
0.2%
0.0%
✓ 28,320 99.9%
38 0.1%
• 1 0.0%
28,359
Returned
Account Closures
Accounts Dow nsizing
Defective Transponders
Total Returned
At the end of June 2021, the 91 Express Lanes had 154,469 active customer accounts
and 588,045 transponders classified as assigned.
Number of Accounts by FY
As of June 30, 2021
180,000 -
160,000 -
140,000 -
116,813 119,782
120,000 -114,138 112,584 112,473 112,929 113,672
'
100,000 -
80,000 -
60,000 -
40,000 -
20,000 -
l►
130,048
154,469
148,054 149,803
140,694
N. ,yy y'L ti� tiC ,yh y(o N. y97 ,yoi 'V 'V
N.
of yO ,yN' y'l' Q.,y'i yo ,�i yco yA ,y� y0) ,LO1.
Fiscal Year
etExpress
Lanes
21
115
Incoming Email Activity
During June, the Anaheim Processing Center received 4,381 emails.
Operational Activity
Amid concerns about the spread of COVID-19 and following the State of California's
guidance to help reduce its spread, the 91 Express Lanes Customer Walk -In Center was
closed in March 2020 and will remain so until July 6, 2021. Operational activities in the
Anaheim and Corona locations continued to function with a combination of remote
workers and core staff located at the facilities. Core essential functions include aiding
stranded motorists, providing incident management services, and dispatching emergency
vehicles through the traffic operations center. The call center remains open to respond to
customer service and violation calls.
•JExpress
22
116
AGENDA ITEM 6H
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Toll Policy and Operations Committee
Anthony Parada, Senior Management Analyst
Jennifer Crosson, Toll Operations Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
15 Express Lanes Monthly Status Reports
TOLL POLICY AND OPERATIONS COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the 15 Express Lanes Monthly Reports for the
three months from April to June 2021.
BACKGROUND INFORMATION:
The monthly 15 Express Lanes reports for the three months from April to June 2021 are attached.
The monthly reports provide information about 15 Express Lanes performance and activity.
Attachments:
1) 15 Express Lanes Status Report for April 2021
2) 15 Express Lanes Status Report for May 2021
3) 15 Express Lanes Status Report for June 2021
Agenda Item 6H
117
ATTACHMENT 1
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
RiversideExpress
15 ExpressLanes
Status Report
April 30, 2021
118
Table of Contents
Traffic and Revenue 3
Traffic and Revenue Summary 4
Peak -Hour Volumes 5
Customer Service 6
Performance Measures 6
Customer Contact Activity 6
Operational Highlights 7
On -Road Operations 7
Operational Activity 7
Financial Highlights 8
1
RiversideExpress
2
119
TRAFFIC AND REVENUE
Total toll transactions on the 15 Express Lanes for April 2021 was 813,822. This
represents a daily average of 27,127 transactions. Potential toll revenue for April was
$957,207. Carpool percentage for April was 9.1%. The 15 Express Lanes opened on
April 13, 2021.
The first partial month traffic and revenue data is summarized in the table below. The
following transactions and revenue statistics tables represent all transactions on the
15 Express Lanes and associated potential revenue for the month of April 2021.
Current Month -to -Date as of April 30, 2021
Transactions
APR -21
MTD
Stantec
MTD
Projected
#
Variance
Variance
SOV
739,949
HOV3+
73,873
Total Gross Transactions
813,822
1,318,800
(504,978)
(38.3%)
Revenue
SOV
$957,207
HOV3+
$0
Total Gross Revenue
$957,207
$767,186
$190,021
24.8%
Average Revenue per Transaction
Average SOV
$1.29
Average HOV3+
Average Gross Revenue
$1.18
$0.58
$0.60
103.4%
Direction
SOV
HOV3+
Transactions
Total
Transactions
Expected
Revenue
%
Expected
Revenue
Northbound
354,575
35,318
389,893
47.9%
$241,356
25.2%
Southbound
385,374
38,555
423,929
52.1%
$715,851
74.8%
Totals
739,949
73,873
813,822
100.0%
$957,207
100.0%
SOV: Single Occupancy Vehicle
HOV3+: High Occupancy Vehicle
RiversideExpress
3
120
TRAFFIC AND REVENUE SUMMARY
The chart below reflects the total transactions breakdown between SOV and HOV3+ for
FY 2020-21 on a monthly basis.
The chart below reflects the gross potential revenue for FY 2020-21 on a monthly basis.
1
RiversideExpress
4
121
PEAK -HOUR VOLUMES
The 15 Express Lanes will feature dynamic pricing, which adjusts toll rates based on
traffic volumes and to maintain a free -flowing trip. In April, tolls were manually adjusted
while the dynamic pricing engine was calibrated.
Morning Peak
Northbound
4:00- 10:00 AM
1
Afternoon Peak
Southbound
2:00-8:00 PM
1
HOV3+
Highest Toll
Highest Traffic Hour
7.8%
$1.50
9.0
$9.00
5AM, 15N Cajalco /Magnolia 2PM, 15S Magnolia/Cajalco
1,067 Transactions 1,840 Transactions
RiversideExpress
5
122
CUSTOMER SERVICE
PERFORMANCE MEASURES
REPORTING REQUIREMENT PERFORMANCE STANDARD
APRIL 2020
PERFORMANCE
CUSTOMER ACCOUNTS
Transponder Fulfillment 100%within 3 business days
Payment Posting
CUSTOMER CALLS
Average Wait Time
Abandon Rate
Customer Satisfaction
100%within 2 business days
No more than 240 seconds
Less than 5%
90% minimum satisfaction rate
CORRESPONDENCE
Email Response 100% within 3 business days
Mail Response 100%within 4 business days
100% within 3 business days
100% on same business day
2 seconds monthly avg wait time
0.1% abandon rate
98% satisfaction rate
100%within 2 business days
100% within 1 business day
At the end of April 2021, Riverside Express opened 1,432 customer accounts and
assigned 2,406 transponders.
1,400
1,200 -
1,000 -
800 -
600 -
400 -
200 -
0
21
Feb -21
FY 2020-21 Number of Accounts
1,234
177
Mar -21 API -21
CUSTOMER CONTACT ACTIVITY
May -21 Jun -21
During April, RiversideExpress.com was visited by 104,857 users.
RiversideExpress
6
123
OPERATIONAL HIGHLIGHTS
ON -ROAD OPERATIONS
Freeway Service Patrol responded to 68 calls during the month of April. Of those calls,
32 were to assist disabled vehicles, 25 calls to remove debris, and 11 were in response
to accidents in the Express Lanes.
OPERATIONAL ACTIVITY
The Customer Service Center (CSC) is open and receiving customer calls regarding the
15 Express Lanes. Calls mostly consist of general inquiries about using the 15 Express
Lanes and opening an account. The Walk-in Center is not open amid concerns about the
spread of COVID-19. Operational activities on the roadway and in the CSC continue to
function, including aiding stranded motorists, providing incident management services,
dispatching emergency vehicles through the traffic operations center, and responding to
customer service and violation calls.
1
RiversideExpress
7
124
FINANCIAL HIGHLIGHTS
RCTC 15 Express Lanes
Operating Stat.
YTD as of : 4/30/2021
YTD Variance
Description
Actual
Budget
Dollar $
Percent (%)
Operating revenues:
Toll Revenue
$ 771,961.41
$ 2,521,250.00
$ (1,749,288.59)
(69.4)
Fee Revenue
15,554.00
310,666.67
(295,112.67)
(95.0)
Total operating revenues
787,515.41
2,831,916.67
(2,044,401.26)
(72.2)
Operating expenses:
Salaries and Benefits
9,883.87
401,166.67
391,282.80
97.5
Legal Services
-
83,333.33
83,333.33
100.0
Advisory Services
-
20,833.33
20,833.33
100.0
Audit and Accounting Fees
-
24,000.00
24,000.00
100.0
Service Fees
-
6,916.67
6,916.67
100.0
Other Professional Services
-
547,666.67
547,666.67
100.0
Lease Expense
-
-
-
N/A
Operations
14,270.73
522,083.33
507,812.60
97.3
Utilities
-
93,333.33
93,333.33
100.0
Supplies and Materials
310.67
1,416.67
1,106.00
78.1
Membership and Subscription Fees
-
-
-
N/A
Office Equipment & Furniture (Non -Capital)
-
12,500.00
12,500.00
100.0
Maintenance/Repairs
-
155,000.00
155,000.00
100.0
Training Seminars and Conferences
-
166.67
166.67
100.0
Transportation Expenses
5.34
-
(5.34)
N/A
Lodging
-
-
-
N/A
Meals
-
-
-
N/A
Other Staff Expenses
-
-
-
N/A
Advertising
-
291,666.67
291,666.67
100.0
Program Management
-
-
-
N/A
Program Operations
466.86
2,952,000.00
2,951,533.14
100.0
Litigation Settlement
-
-
-
N/A
Furniture & Equipment
-
2,750.00
2,750.00
100.0
Improvements
-
-
-
N/A
Bad Debt Expense
13.10
-
(13.10)
N/A
Total operating expenses
24,950.57
5,114,833.33
5,089,882.76
99.5
Operating income (loss) 762,564.84 (2,282,916.67) 3,045,481.51 (133.4)
Nonoperating revenues (expenses):
Interest Revenue
-
-
-
N/A
Other Miscellaneous Revenue
2,650.00
132,416.67
(129,766.67)
98.0
Interest Expense
-
-
-
N/A
Total nonoperating revenues (expenses)
2,650.00
132,416.67
(129,766.67)
98.0
Transfers In
-
2,229,500.00
(2,229,500.00)
100.0
Transfers Out
(1,300.00)
(95,833.33)
94,533.33
(98.6)
Net income (loss) $ 763,914.84 $ (16,833.33) $ 780,748.17 (4,638.1)
1 Unaudited
RiversideExpress
8
125
ATTACHMENT 2
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
RiversideExpress
15 ExpressLanes
Status Report
May 31, 2021
126
Table of Contents
Traffic and Revenue 3
Traffic and Revenue Summary 5
Peak -Hour Volumes 6
Customer Service 7
Performance Measures 7
Customer Contact Activity 7
Operational Highlights 8
On -Road Operations 8
Operational Activity 8
Financial Highlights 9
1
RiversideExpress
2
127
TRAFFIC AND REVENUE
Total toll transactions on the 15 Express Lanes for May 2021 was 1,550,832. This
represents a daily average of 50,027 transactions. Potential toll revenue for May was
$1,970,181. Carpool percentage for May was 9.8%.
Month -to -date traffic and revenue data is summarized in the table below. The following
transactions and revenue statistics tables represent all transactions on the
15 Express Lanes and associated potential revenue for the month of May 2021.
Current Month -to -Date as of May 31, 2021
Transactions
MAY -21
MTD
Stantec
MTD
Projected
#
Variance
Variance
SOV
1,398,718
HOV3+
152,114
Total Gross Transactions
1,550,832
1,926,371
(375,539)
(19.5%)
Revenue
SOV
$1,970,181
HOV3+
$0
Total Gross Revenue
$1,970,181
$1,406,629
$563,552
40.1%
Average Revenue per Transaction
Average SOV
$1.41
Average HOV3+
Average Gross Revenue
$1.27
$0.73
$0.54
74.0%
Direction
SOV
HOV3+
Transactions
Total
Transactions
Expected
Revenue
%
Expected
Revenue
Northbound
670,175
71,724
741,899
47.8%
$422,613
21.5%
Southbound
728,543
80,390
808,933
52.2%
$1,547,567
78.5%
Totals
1,398,718
152,114
1,550,832
100.0%
$1,970,181
100.0%
SOV: Single Occupancy Vehicle
HOV3+: High Occupancy Vehicle
RiversideExpress
3
128
Fiscal year-to-date traffic and revenue data are summarized in the table below. The following
transaction and revenue statistics represent all transactions on the 15 Express Lanes and
associated potential revenue for the months of April 2021 and May 2021. Year-to-date average
revenue per -transaction is $1.24.
FY 2020-21 Year -to -Date as of May 31, 2021
Transactions
FY2020-21
YTD
Actual
Stantec
YTD
Projected
#
Variance
Variance
SOV
2,138,667
HOV3+
225,987
Total Gross Transactions
2,364,654
3,245,171
(880,517)
Revenue
SOV
$2,927,388
HOV3+
$0
Total Gross Revenue
$2,927,388
$2,173,814
$753,573
34.7%
Average Revenue per Transaction
Average SOV
$1.37
Average HOV3+
$0.00
Average Gross Revenue
$1.24
$0.67
$0.57
85.1%
RiversideExpress
4
129
TRAFFIC AND REVENUE SUMMARY
The chart below reflects the total transactions breakdown between SOV and HOV3+ for
FY 2020-21 on a monthly basis.
The chart below reflects the gross potential revenue for FY 2020-21 on a monthly basis.
1
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130
PEAK -HOUR VOLUMES
The 15 Express Lanes will feature dynamic pricing, which adjusts toll rates based on
traffic volumes and to maintain a free -flowing trip. In May, tolls were manually adjusted
while the dynamic pricing engine was calibrated.
Morning Peak
Northbound
4:00- 10:00 AM
1
Afternoon Peak
Southbound
2:00-8:00 PM
HOV3+
Highest Toll
Highest Traffic Hour
8.2%
$1.50
10.0%
$11.00
5AM, 15N Cajalco /Magnolia 2PM, 15S Magnolia/Cajalco
1,084 Transactions 1,605 Transactions
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131
CUSTOMER SERVICE
PERFORMANCE MEASURES
REPORTING REQUIREMENT PERFORMANCE STANDARD
MAY 2020
PERFORMANCE
CUSTOMER ACCOUNTS
Transponder Fulfillment
Payment Posting
CUSTOMER CALLS
Average Wait Time
Abandon Rate
Customer Satisfaction
CORRESPONDENCE
Email Response
Mail Response
100%within 3 business days
100%within 2 business days
No more than 240 seconds
Less than 5%
90% minimum satisfaction rate
100%within 3 business days
100%within 4 business days
100%within 3 business days
100% on same business day
5 seconds monthly avg wait time
0.2% abandon rate
99% satisfaction rate
100%within 2 business days
100%within 2 business day
At the end of May 2021, Riverside Express opened 3,214 customer accounts and
assigned 5,460 transponders.
2,000 -
1,800
1,600 -
1,400
1,200 -
1,000 -
800
600 -
400 -
200 -
0
FY 2020-21 Number of Accounts
177
21
Feb -21
1,234
Mar -21 Apr -21
CUSTOMER CONTACT ACTIVITY
1,782
May 21 Jun -21
During May, RiversideExpress.com was visited by 96,893 users and the Customer
Service Center processed 1,045 pieces of correspondence.
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132
OPERATIONAL HIGHLIGHTS
ON -ROAD OPERATIONS
Freeway Service Patrol responded to 88 calls during the month of May. Of those calls, 48
were to assist disabled vehicles, 30 calls to remove debris, and 10 were in response to
accidents in the Express Lanes.
OPERATIONAL ACTIVITY
The Customer Service Center (CSC) is open and receiving customer calls regarding the
15 Express Lanes. Calls mostly consist of general inquiries about using the 15 Express
Lanes and opening an account. The Walk-in Center is not open amid concerns about the
spread of COVID-19. Operational activities on the roadway and in the CSC continue to
function, including aiding stranded motorists, providing incident management services,
dispatching emergency vehicles through the traffic operations center, and responding to
customer service and violation calls.
1
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133
FINANCIAL HIGHLIGHTS
RCTC 15 Express Lanes
Operating Statement
YTD as of : 5/31/2021
YTD Variance
Description
Actual
Budget
Dollar $
Percent (%)
Operating revenues:
Toll Revenue
$ 2,724,147.33
$ 2,768,791.67
$ (44,644.34)
(1.6)
Fee Revenue
209,850.03
452,008.33
(242,158.30)
(53.6)
Total operating revenues
2,933,997.36
3,220,800.00
(286,802.64)
(8.9)
Operating expenses:
Salaries and Benefits
33,768.27
441,283.33
407,515.06
92.3
Legal Services
-
91,666.67
91,666.67
100.0
Advisory Services
-
22,916.67
22,916.67
100.0
Audit and Accounting Fees
-
26,400.00
26,400.00
100.0
Service Fees
-
7,608.33
7,608.33
100.0
Other Professional Services
22,475.31
602,433.33
579,958.02
96.3
Lease Expense
-
-
-
N/A
Operations
116,945.56
574,291.67
457,346.11
79.6
Utilities
1,111.68
102,666.67
101,554.99
98.9
Supplies and Materials
310.67
1,558.33
1,247.66
80.1
Membership and Subscription Fees
990.00
-
(990.00)
N/A
Office Equipment & Furniture (Non -Capital)
-
13,750.00
13,750.00
100.0
Maintenance/Repairs
2,942.00
170,500.00
167,558.00
98.3
Training Seminars and Conferences
-
183.33
183.33
100.0
Transportation Expenses
5.34
-
(5.34)
N/A
Lodging
-
-
-
N/A
Meals
-
-
-
N/A
Other Staff Expenses
-
-
-
N/A
Advertising
-
320,833.33
320,833.33
100.0
Program Management
-
-
-
N/A
Program Operations
29,465.02
3,247,200.00
3,217,734.98
99.1
Litigation Settlement
-
-
-
N/A
Furniture & Equipment
-
3,025.00
3,025.00
100.0
Improvements
-
-
-
N/A
Bad Debt Expense
51.35
-
(51.35)
N/A
Total operating expenses
208,065.20
5,626,316.67
5,418,251.47
96.3
Operating income (loss) 2,725,932.16 (2,405,516.67) 5,131,448.83 (213.3)
Nonoperating revenues (expenses):
Interest Revenue
-
-
-
N/A
Other Miscellaneous Revenue
-
39,966.67
(39,966.67)
100.0
Interest Expense
-
-
-
N/A
Total nonoperating revenues (expenses)
-
39,966.67
(39,966.67)
100.0
Transfers In
-
2,452,450.00
(2,452,450.00)
100.0
Transfers Out
(128,697,140.00)
(105,416.67)
(128,591,723.33)
121,984.2
Net income (loss) $ (125,971,207.84) $ (18,516.67) $ (125,952,691.17) 680,212.6
1 Unaudited
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134
ATTACHMENT 3
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
RiversideExpress
15 ExpressLanes
Status Report
June 30, 2021
135
Table of Contents
Traffic and Revenue 3
Traffic and Revenue Summary 5
Peak -Hour Volumes 6
Customer Service 7
Performance Measures 7
Customer Contact Activity 7
Operational Highlights 8
On -Road Operations 8
Operational Activity 8
Financial Highlights 9
1
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2
136
TRAFFIC AND REVENUE
Total toll transactions on the 15 Express Lanes for June 2021 was 1,807,372. This
represents a daily average of 60,246 transactions. Potential toll revenue for June was
$2,434,136. Carpool percentage for June was 9.5%.
Month -to -date traffic and revenue data is summarized in the table below. The following
transactions and revenue statistics tables represent all transactions on the
15 Express Lanes and associated potential revenue for the month of June 2021.
Current Month -to -Date as of June 30, 2021
Transactions
JUN -21
MTD
Stantec
MTD
Projected
#
Variance
Variance
SOV
1,636,043
HOV3+
171,329
Total Gross Transactions
1,807,372
1,776,500
30,872
1.7%
Revenue
SOV
$2,434,136
HOV3+
$0
Total Gross Revenue
$2,434,136
$1,328,143
$1,105,993
83.3%
Average Revenue per Transaction
Average SOV
$1.49
Average HOV3+
Average Gross Revenue
$1.35
$0.75
$0.60
80.0%
Direction
SOV
HOV3+
Transactions
Total
Transactions
Expected
Revenue
%
Expected
Revenue
Northbound
784,975
81,926
866,901
48.0%
$499,938
20.5%
Southbound
851,068
89,403
940,471
52.0%
$1,934,198
79.5%
Totals
1,636,043
171,329
1,807,372
100.0%
$2,434,136
100.0%
SOV: Single Occupancy Vehicle
HOV3+: High Occupancy Vehicle
RiversideExpress
3
137
Fiscal year-to-date traffic and revenue data are summarized in the table below. The following
transaction and revenue statistics represent all transactions on the 15 Express Lanes and
associated potential revenue for the months of April 2021 through June 2021. Year-to-date
average revenue per -transaction is $1.29.
FY 2020-21 Year -to -Date as of June 30, 2021
Transactions
FY2020-21
YTD
Actual
Stantec
YTD
Projected
#
Variance
%
Variance
SOV
3,774,710
HOV3+
397,316
Total Gross Transactions
4,172,026
5,021,671
(849,645)
(16.9%)
Revenue
SOV
$5,361,524
HOV3+
$0
Total Gross Revenue
$5,361,524
$3,501,957
$1,859,567
53.1%
Average Revenue per Transaction
Average SOV
$1.42
Average HOV3+
$0.00
Average Gross Revenue
$1.29
$0.70
$0.59
84.3%
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4
138
TRAFFIC AND REVENUE SUMMARY
The chart below reflects the total transactions breakdown between SOV and HOV3+ for
FY 2020-21 on a monthly basis.
The chart below reflects the gross potential revenue for FY 2020-21 on a monthly basis.
1
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5
139
PEAK -HOUR VOLUMES
The 15 Express Lanes will feature dynamic pricing, which adjusts toll rates based on
traffic volumes and to maintain a free -flowing trip. In June, tolls were manually adjusted
while the dynamic pricing engine was calibrated.
Morning Peak
Northbound
4:00- 10:00 AM
1
Afternoon Peak
Southbound
2:00-8:00 PM
■
HOV3+
Highest Toll
Highest Traffic Hour
8.2%
$1.50
9.5%
$12.00
5AM, 15N Cajalco /Magnolia 2PM, 15S Magnolia/Cajalco
1,086 Transactions 1,557 Transactions
RiversideExpress
6
140
CUSTOMER SERVICE
PERFORMANCE MEASURES
REPORTING REQUIREMENT PERFORMANCE STANDARD
JUNE 2020
PERFORMANCE
CUSTOMER ACCOUNTS
Transponder Fulfillment
Payment Posting
CUSTOMER CALLS
Average Wait Time
Abandon Rate
Customer Satisfaction
100% within 3 business days 100% within 3 business days
100%within 2 business days 100%on same business day
CORRESPONDENCE
Email Response
Mail Response
No more than 240 seconds
Less than 5%
90% minimum satisfaction rate
5 seconds monthly avg wait time
0.2% abandon rate
99%satisfaction rate
100% within 3 business days 100% within 3 business days
100%within 4 business days 100%within 4 business day
At the end of June 2021, Riverside Express opened 4,734 customer accounts and
assigned 8,043 transponders.
2,000 -
1,800 -
1,600 -
1,400 -
1,200 -
1,000 -
800 -
600 -
400 -
200 -
0
21
Feb -21
FY 2020-21 Number of Accounts
177
1,234
Mar -21 Apr21
CUSTOMER CONTACT ACTIVITY
1,782
1,520
May 21 Jun -21
During June, RiversideExpress.com was visited by 27,458 users and the Customer
Service Center processed 1,757 pieces of correspondence.
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141
OPERATIONAL HIGHLIGHTS
ON -ROAD OPERATIONS
Freeway Service Patrol responded to 90 calls during the month of June. Of those calls,
53 were to assist disabled vehicles, 25 calls to remove debris, and 12 were in response
to accidents in the Express Lanes.
OPERATIONAL ACTIVITY
The Customer Service Center (CSC) is open and receiving customer calls regarding the
15 Express Lanes. Calls mostly consist of general inquiries about using the 15 Express
Lanes and opening an account. The Walk-in Center is not open amid concerns about the
spread of COVID-19. Operational activities on the roadway and in the CSC continue to
function, including aiding stranded motorists, providing incident management services,
dispatching emergency vehicles through the traffic operations center, and responding to
customer service and violation calls.
1
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8
142
FINANCIAL HIGHLIGHTS
RCTC 15 Express Lanes
Operating Statement
YTD as of : 6/30/2021
YTD Variance
Description
Actual I Budget
Dollar $
Percent (%)
Operating revenues:
Toll Revenue
$ 4,948,628.44
$ 3,020,500.00
$ 1,928,128.44
63.8
Fee Revenue
571,176.37
493,100.00
78, 076.37
15.8
Total operating revenues
5,519,804.81
3,513,600.00
2,006,204.81
57.1
Operating expenses:
Salaries and Benefits
77,079.46
481,400.00
404,320.54
84.0
Legal Services
3,564.75
100,000.00
96,435.25
96.4
Advisory Services
-
25,000.00
25,000.00
100.0
Audit and Accounting Fees
-
28,800.00
28,800.00
100.0
Service Fees
-
8,300.00
8,300.00
100.0
Other Professional Services
50,243.15
657,200.00
606,956.85
92.4
Lease Expense
-
-
-
N/A
Operations
191,777.29
626,500.00
434,722.71
69.4
Utilities
8,761.19
112,000.00
103,238.81
92.2
Supplies and Materials
530.11
1,700.00
1,169.89
68.8
Membership and Subscription Fees
990.00
-
(990.00)
N/A
Office Equipment & Furniture (Non -Capital)
294.28
15,000.00
14,705.72
98.0
Maintenance/Repairs
34,963.30
186,000.00
151,036.70
81.2
Training Seminars and Conferences
-
200.00
200.00
100.0
Transportation Expenses
5.34
-
(5.34)
N/A
Lodging
-
-
-
N/A
Meals
-
-
-
N/A
Other Staff Expenses
-
-
-
N/A
Advertising
10,082.60
350,000.00
339,917.40
97.1
Program Management
-
-
-
N/A
Program Operations
1,066,037.10
3,542,400.00
2,476,362.90
69.9
Litigation Settlement
-
-
-
N/A
Furniture & Equipment
-
3,300.00
3,300.00
100.0
Improvements
-
-
-
N/A
Bad Debt Expense
80.85
-
(80.85)
N/A
Total operating expenses
1,444,409.42
6,137,800.00
4,693,390.58
76.5
Operating income (loss) 4,075,395.39 (2,624,200.00) 6,699,595.39 (255.3)
Nonoperating revenues (expenses):
Interest Revenue
0.03
-
0.03
N/A
Other Miscellaneous Revenue
24,343.74
43,600.00
(19,256.26)
44.2
Interest Expense
(84,806.29)
-
(84,806.29)
N/A
Total nonoperating revenues (expenses)
(60,462.52)
43,600.00
(104,062.52)
238.7
Transfers In
817,293.48
2,675,400.00
(1,858,106.52)
69.5
Transfers Out
(128,830,065.71)
(115,000.00)
(128,715,065.71)
111,926.1
Net income (Ioss)I $ (123,997,839.36) 1 $ (20,200.00)1 $ (123,977,639.36)1 613,750.7
1 Unaudited
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143
AGENDA ITEM 61
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Marlin Feenstra, Project Delivery Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Quarterly Reporting of Contract Change Orders for Construction Contracts
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to receive and file the Quarterly Report of Contract Change
Orders for Construction Contracts for the past three months ended June 30, 2021.
BACKGROUND INFORMATION:
During the past quarter, April to June 2021, the Commission has had the following projects under
construction:
1. Mid County Parkway (MCP) Placentia project
2. 1-15 Railroad Canyon Interchange project
3. SR -91 Pachappa Underpass project
4. SR -60 Truck Lanes project
5. Downtown Riverside Station Layover Facility project
6. 1-15 Express Lanes project
7. SR -91 Corridor Operations project (91 COP)
8. 15/91 Express Lanes Connector
DISCUSSION:
At the direction of the Executive Committee at its March 2021 meeting, a report will be filed each
quarter listing the construction contract change orders that were issued in the previous quarter.
The following table summarizes the Contract Change Orders that occurred in the last quarter
(4th quarter of FY 2020/21).
Agenda Item 61
144
Contractor Change Orders executed in the 2nd Quarter of CY 2021
Proiect
CCO No.
Description
Amount
MCP Placentia Project
CCO 12
Treated wood waste
$10,000.00
CCD 13
Maintain existing edge drain system
25,000.00
1-15 Railroad Canyon Interchange
CCO 35
Abutment alignment adjustment
$11,407.62
Project
CCO 39
Treated wood waste
10,000.00
CCO 40
Gravel mulch spec change (Type 2)
0.00
SR -91 Pachappa Underpass Project
CCo 19
Remove existing retaining wall gutter
$6,383.56
CCO 12
Hydroseed & gravel mulch on Retaining Wall 335 slopes
(26.472.00)
CCO 21
Remove shoofly abutment apron slabs
15,000.00
CCO 20
Revised traffic arrangements for shoofly removal
0.00
CCO 15s1
Water pollution control maintenance - additional funds
5,000.00
CCO 17
Revise railroad related work at UPRR cutover
{102,322.16)
SR -60 Truck Lanes Project
CCO 01s3
Maintain traffic- additional funds
$300,000.00
CCO 08s2
In line crash cushions additional funds
50,000.00
CCO 49
Stage 2-RCB735paving conflict
75,191.96
CCO 58
55 hour EB closure for Stage 4W&Etransitions
213,167.73
CCO 59
Modifying electrical system
61,467.26
CCO 60
Pavement repairs
280,000.00
CCO 61
Drainage system 64 slope adjustment
(25,260.25)
Downtown Riverside Station Layover
CCO 08s1
Sewer modification additional work
$23,204.00
Facility Project
CCO 10s1
Backflow preventer relocation additional work
1,487.00
CCO 14
Fire repairs
4,788.00
CCO 15
Various quantity increases
16,577.00
1-15 Express Lanes Project
CCO 67
DR -21 use existing electrical services - Ontario Ave
$0.00
CCO 78s1
Supplement 1- deferred ELP striping and extended maintenance
121,235.00
-traffic drum & barricades
CCO 89s1
Supplement 1 to CCD 89 - differing site condition
at 15-91 Sep Bridge Bent2 CIDH
436,840.00
CCD 94
Extended overhead costs until Final Acceptance
777,098.00
CCD 96
Deferred ELP price sign VTMS NB 3
3,922.00
CCD 97
TCS infrastructure deficiencies at NB -3
46,900.00
CCD 98
Lane closure Liquidated Damages for 90% utilization for Dec
(5,000.00)
2020 - March 2021
CCD 99
Grading and drainage installation improvements
6,469.00
CCO 100
Grinding JPCP pavement
372,832.00
CCD 101
Deferred express lanes striping
167,999.00
CCD 102
Water meter charges at 868 E. Parkridge Ave
(8,027.00)
91 C_O_P
CCO 05
Modify traffic control on Green River Road
$373,501.00
CCO 06
Roadway ex and remove concrete pavement decrease quantities
(160,326.00)
CCO 08
Misc electrical changes
69,885.00
CCO 09
Modify mainline traffic handling plans
0.00
CCO 11
Modify closure charts
0.00
CCO 12
Additional cold plane
71,819.00
CCO 13
High mast shields
12,000.00
15/91 Express Lanes Connector
CC4 07
Update TP Attachment 9-2 for BNSF Footing Easements and TCE
$0.00
CCO 08
Pavement Rehabilitation Project Coordination Changes
0.00
CCO 09
Administrative Changes to Time Impact Analysis Language
0.00
FISCAL IMPACT:
The Contract Change Orders were executed using available contingency authorized with the
construction contract for each project.
Agenda Item 61
145
AGENDA ITEM 6J
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Martha Masters, Senior Management Analyst
Jenny Chan, Planning and Programming Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Fiscal Year 2021/22 Annual Local Transportation Fund Planning Allocations to
Western Riverside Council of Governments and Coachella Valley Association
of Governments
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to approve an allocation of Local Transportation Fund (LTF) funds
for planning in the amount of $866,250 for Western Riverside Council of Governments (WRCOG)
and $472,500 for Coachella Valley Association of Governments (CVAG) for efforts identified in
each agency's FY 2021/22 LTF Program Objectives/Work Plan (Work Plan) that supports
transportation planning programs and functions that are consistent with regional and
subregional plans, programs, and requirements.
BACKGROUND INFORMATION:
The LTF established in state law by the Transportation Development Act (TDA) is funded through
a quarter of one cent of the state's 7.25 percent sales tax (based on point of sale and returned to
source). LTF funds are used to fund transportation planning, operations, and capital projects.
The action requested at this time is specifically to allocate the planning funds to the two councils
of governments, WRCOG and CVAG. Other LTF allocations, such as those for transit and rail
operations and capital projects, were approved by the Commission in June 2021. Bicycle and
pedestrian facilities are also funded by LTF and are part of the biennial SB 821 Call for Projects.
The LTF funding is distributed by the California Department of Tax and Fee Administration to
counties on a pro rata basis, pursuant to Section 99233.2 of the TDA, providing up to 3 percent
of annual revenues to fund transportation planning and programming efforts. The Commission,
as the regional transportation planning agency, is legally responsible for apportioning the LTF
funds. Based on the projected FY 2021/22 revenues of $105 million, 3 percent of the projected
revenue, or $3.15 million, is for planning and programming. By statute, the TDA also requires
one half of these LTF funds, or $1.575 million, be allocated for planning activities within the
Western Riverside County and the Coachella Valley areas, as determined by the Commission. The
distribution formula, as confirmed by the Commission in October 2014, is as follows:
Agenda Item 6J
146
Planning Agency Percentage Apportionment/Allocation
RCTC 15 $236,250
WRCOG 55 866,250
CVAG 30 472,500
Total 100 $1,575,000
WRCOG and CVAG submitted their respective FY 2021/22 Work Plans in accordance with existing
guidelines.
WRCOG's Work Plan is divided into two program areas and includes the following activities:
1) Planning Programs — including, but not limited, to:
Riverside County Model Update
2024 Southern California Association of Government's (SCAG) Regional
Transportation Plan/Sustainable Communities Strategy (RTP/SCS)
SB 743 Implementation Assistance
Geographic Information System (GIS)/Modeling Services
Research on the impact of travel and technology on the transportation system
Transportation related climate change and climate adaptation analyses and
planning for the WRCOG subregion
2) Regional Transportation Programs
- Transportation Uniform Mitigation Fee (TUMF) Program
- Riverside County Transportation Commission Programs
CVAG's Work Plan consists of ten main program areas:
1) Transportation Department Operations;
2) Project Management and Contract Administration;
3) CV Link Project Development;
4) CV Sync Project Development;
5) Riverside County Transportation Commission Programs;
6) Planning, Programming, and Monitoring Program;
7) Miscellaneous Programs including GIS Information Services, support for the countywide
transportation model and Regional Arterial Traffic Count Program;
8) Congestion Management/Air Quality Programs;
9) TUMF Program; and
10) Governmental and Special Projects.
Staff reviewed the Work Plans and found them to be consistent with the Commission's overall
transportation programming and planning objectives and recommends approval. In addition to
the program areas and activites, the Work Plans also benefit the respective geographic regions
and are consistent with subregional and regional plans, including SCAG's RTP/SCS. WRCOG and
Agenda Item 6J
147
CVAG, in conjunction with SCAG, are responsible for subregional planning efforts that implement
and are in conformance with the RTP/SCS.
Financial Information
In Fiscal Year Budget:
Yes
Year:
FY 2021/22
Amount:
$1,338,750
Source of Funds:
LTF
Budget Adjustment:
No
GL/Project Accounting No.:
106 65 86205
Fiscal Procedures Approved:
\Iltaiiiavit
Date:
08/04/2021
Attachments:
1) WRCOG FY 2021/22 LTF Program Objectives/Work Plan
2) CVAG FY 2021/22 LTF Program Objectives/Work Plan
Approved by the Budget and Implementation Committee on August 23, 2021
In Favor: 13 Abstain: 0 No: 0
Agenda Item 6J
148
ATTACHMENT 1
Western Riverside Council of Governments
(WRCOG)
Fiscal Year 2021/2022
Local Transportation Funds Program Objectives
The Work Plan for FY 2021/2022 is divided into two Program areas: 1) Planning Programs
and 2) Regional Transportation Programs.
1. Planning Programs
California Air Resources Board
South Coast Air Quality Management District (SCAQMD)
Southern California Associations of Governments (SCAG)
California Association of Councils of Governments (CALCOG)
Local Jurisdictions within WRCOG subregion
Planning:
This program includes staff time to develop and work on nine main
projects/program areas. These are listed below and include a brief description.
A. Maintain and update the new Riverside County Transportation Analysis
Model (RIVCOM)
RIVCOM is a new transportation analysis model that provides updated socio-
economic forecasts to reflect SCAG's adopted growth forecasts, updated
roadway network and utilizes data from SCAG's most recent Regional Travel
Model to ensure consistency. This model will be utilized by jurisdictions and
consultants to produce roadway forecasts and other units of measurements,
such as Vehicle Miles Traveled, needed for analyses. WRCOG will ensure
that the model is disseminated to the appropriate parties in a timely fashion.
Updates to the model will also be conducted based on new data becoming
available and feedback from the users to ensure the model accurately reflects
existing and future conditions.
B. Support local jurisdictions on 2024 SCAG Regional Transportation
Plan/Sustainable Communities Strategy (RTP/SCS)
Staff will provide support to local jurisdictions as development of the SCAG
2024 RTP/SCS commences. This will include support to local jurisdictions on
socio-economic data (SED) forecasts, on an as -needed basis to incorporate
into the RTP/SCS. The assistance provided will be to ensure that input from
the WRCOG subregion will be included in the long-range vision plan that
aims to balance future mobility and housing needs with economic,
environmental and public health goals. The RTP/SCS is vital for the
subregion as it allows Riverside County Transportation Commission (RCTC)
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and its jurisdictions to qualify for federal funding towards transportation
projects. The RTP/SCS is supported by a combination of transportation and
land use strategies that help the region achieve state greenhouse gas
emission reduction goals and federal Clean Air Act requirements, preserve
open space areas, improve public health and roadway safety, support our
vital goods movement industry and utilize resources more efficiently.
C. Continue to assist jurisdictions with Senate Bill (SB) 743 Implementation
WRCOG conducted a SB 743 Implementation Study that assisted
stakeholders to transition from utilizing level of service methodology for
mitigation impacts to vehicle miles traveled. WRCOG will continue to assist
jurisdictions, upon request, as VMT implementation progresses in identifying
the necessary steps to implementing SB 743 and as jurisdictions begin to
receive questions from stakeholders and work through the approval process
for a development project with VMT as the transportation analysis metric.
D. GIS/Modeling Services
WRCOG will provide GIS and transportation modeling services to the
member agencies of WRCOG. This service is meant to provide GIS/modeling
capabilities and products to WRCOG member agencies on an as -needed
basis, to enhance GIS/Transportation at agencies currently managing their
own systems, and to provide quick, inexpensive services to members without
need for additional staff, consultants, software licensing, hardware needs.
Possible services include: General Plan amendments, traffic volume maps,
traffic model scenarios for new development, project mapping, demographics,
service area analysis, and SB-743 implementation.
E. Research on travel and technology and the impact on the transportation
system
WRCOG will continue to conduct research on -behalf of jurisdictions in
Western Riverside County, as requested, to help prepare and provide
information on the various challenges faced in the subregion. Changes in
demographics will have an effect on travel conditions. WRCOG will continue
to conduct research on travel behavior, especially as it relates to coming out
of the COVID-19 pandemic, travel pattern and automation in order to highlight
potential challenges the subregion may face and the opportunities
jurisdictions should strategically be in position to leverage. WRCOG will
continue to work to ensure this information is disseminated to jurisdictions
and stakeholders through its Committee structure and is presented at forums,
conferences, and panels where suitable.
F. Research, agenda preparation, and staffing for WRCOG Planning Directors
Committee
The research, agenda preparation, and staffing for the WRCOG Planning
Directors Committee will support WRCOG member agencies to obtain
information, access to research, and awareness of applicable grant
opportunities, as well as foster discussions between WRCOG member
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jurisdictions regarding the latest challenges and opportunities facing the
WRCOG subregion, in order to achieve more cost effective and efficient
solutions to planning -related matters on a monthly basis.
G. Research, agenda preparation, and staffing for WRCOG Public Works
Committee
The research, agenda preparation, and staffing for the WRCOG Public Works
Committee will support WRCOG member agencies to obtain information,
access to research, and awareness of applicable grant opportunities, as well
as foster discussions between WRCOG member jurisdictions regarding the
latest challenges and opportunities facing the WRCOG subregion, in order to
achieve more cost effective and efficient solutions to public works or
engineering -related matters on a monthly basis.
H. Outreach for WRCOG Programs and activities and engagement with
WRCOG members, partner agencies, and stakeholders
The outreach for WRCOG Programs and activities and partner agencies will
include assisting local jurisdictions and education institutions on the various
WRCOG Programs and subregional challenges faced. Housing challenges
the subregion faces are topics discussed at the various WRCOG Committees
so staff will focus on topics and issues related to housing. This focus will
include conducting outreach to the subregion's legislatures and their staff to
provide updates on the housing challenges that local jurisdictions and
agencies are facing. Staff will continue to provide content for educational
outreach on issues faced in the WRCOG subregion and WRCOG Programs
through platforms, such as the "WRCOGCAST" and "Elevate". "Elevate" is a
platform WRCOG initiated in response to the changing times that came with
the COVID-19 pandemic in order to disseminate information to local
jurisdictions and stakeholders with the hopes of providing substantive,
meaningful, and up-to-date content. Outreach will continue for the WRCOG
Public Service Fellowship, which encourages students to seek careers in
public policy and local government by gaining meaningful, hands-on
experience at WRCOG member agencies. In addition, staff will continue to
promote and attend member jurisdiction/agency events throughout the year.
I. Staff time for the implementation of the subregional Climate Action Plan,
climate -related hazards and climate adaptation analyses and planning for the
WRCOG subregion.
The staff time for the subregional Climate Action Plan, climate -related
hazards and climate adaptation efforts for the WRCOG subregion will be to
continue overseeing studies and planning efforts to identify effects of climate
change to the subregion and opportunities to mitigate these effects,
particularly as it relates to transportation infrastructure. One specific effort
that will be supported by LTF will be to conduct risk assessments on a
sample of vulnerable transportation assets in the subregion and identify the
needs of disadvantaged or vulnerable communities. This effort expands on
the previous development of design guidelines to create climate reliant
transportation infrastructure. These efforts are to assist jurisdictions better
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151
plan for project prioritization and investment on the transportation system. All
of these efforts will combine as a guidebook for WRCOG member agencies
as they conduct climate adaptation/resiliency planning. Staff will also continue
to participate in the Inland Southern California Climate Collaborative (ISC3).
ISC3 is a diverse, cross-sectoral network of agencies, organizations,
companies, and institutions working together to advance equitable solutions
to create a resilient and thriving Inland Southern California in the face of
climate related events.
Another specific effort that will be supported by LTF will be the
implementation of the subregional Climate Action Plan (CAP) that will provide
a framework for WRCOG jurisdictions that chose to participate and comply
with state legislation and greenhouse gas emission (GHG) targets through
collaborative planning. The CAP provides different strategies that
participating jurisdictions can implement to reduce GHG emissions and
improve overall health in the region. WRCOG has identified separate grant
funding to conduct a programmatic Environmental Impact Report (EIR) that
enables the CAP to succeed as a qualified greenhouse gas reduction plan.
The State of California has instituted a series of legislative changes to
environmental and land use law in an attempt to address the housing crises
and remove barriers to housing production. One of the changes made was to
include a provision in CEQA to simplify environmental documentation
requirements for developers when development occurs in a community with
an adopted qualified greenhouse reduction plan. Conducting the
programmatic EIR enables those jurisdictions that so choose to participate
the ability to remove a few barriers to housing production.
Both of these projects are partially funded through SB 1 Planning Funds.
2. Regional Transportation Programs
RCTC
Riverside Transit Agency
Caltrans
SCAG
CALCOG
This program includes staff time to develop and work on two main
projects/program areas. These are listed below and include a brief description.
Transportation Uniform Mitigation Fee Program:
This Program includes staff time to administer the TUMF Program, which
includes but is not limited to the following:
A. Program contract/agreement administration:
Review, coordinate, and finalize Reimbursement Agreements with member
agencies for funding allocations based on five-year Zone Transportation
Improvement Program (TIP).
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B. Conduct TUMF Nexus Study
California Assembly Bill 1600 requires that all local agencies in California
establish a nexus or reasonable relationship between the development
impact fee's use and the type of project for which the fee is required. In
accordance with this requirement, WRCOG plans to commence an analysis
with the TUMF Program to ensure the adequacy of the developer impact fees
and the projects included in the TUMF Network beginning in the Fall 2021.
C. Public outreach/information:
Prepare the TUMF Annual Report detailing collections for fiscal year and
projects being funded with collections. Develop Press Releases for the
TUMF Program highlighting major milestones, groundbreakings, ribbon
cuttings. Filming of groundbreakings and ribbon cuttings for TUMF funded
projects. Develop and purchase of signage for TUMF funded projects.
D. TUMF Zone Transportation Improvement Program (TIP):
Preparation and approval of five-year Zone TIPs with programmed funding for
delivery of TUMF projects. Convene meetings of the Zone at the request of
member agencies for funding additions and adjustments. Review funding
requests to ensure that allocations are within limits of the Nexus Study.
E. Preparation of annual adjustment for construction costs:
Per the TUMF Administrative Plan, annual review of the construction cost
index adjustment to the TUMF for consideration by the WRCOG Executive
Committee. Preparation of the adjustment to the TUMF Network and develop
documents for review by the WRCOG Committee structure. If approved by
the WRCOG Executive Committee, prepare TUMF Ordinance/Resolution for
member agency approval and assist local jurisdictions and stakeholders with
fee adjustment implementation.
F. Maintain TUMF payment portal:
WRCOG is collecting TUMF on behalf of agencies that have approved a
TUMF Ordinance Amendment with the option to delegate fee collection
responsibility to WRCOG. To provide efficient and effective calculation and
collection of TUMF, WRCOG developed a portal for member agency staff to
submit calculation requests and for developers to make payments that will
require maintenance and revisions.
G. Work with developers on credit and reimbursement agreements:
Coordinate with member agencies Credit Agreements with developers to
ensure that all policies and procedures are in place prior to execution of
agreements. If necessary, convene meetings with applicable stakeholders to
memorialize eligible expenses, maximum allocations of the Nexus Study and
reconciliation of projects costs.
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H. Review available data for request made my stakeholders regarding TUMF
calculations:
At the request of a stakeholder, review available data specific to land uses
that may generate trips that do not typically fall within the standard TUMF
land uses.
RCTC Programs:
This Program includes staff time to administer and assist RCTC as it relates
transportation planning and air quality programs, which includes but is not limited
to the following:
a) Participation in TUMF Program tasks as needed to assist RCTC in the
implementation of the Regional TUMF Program.
b) Participate in evaluation committees as requested; outreach assistance
with RCTC's Programs and goals, and other planning related tasks as
determined in consultation with the RCTC Executive Director.
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ATTACHMENT 2
TRANSPORTATION DEPARTMENT
PROGRAM GOALS AND OBJECTIVES
FISCAL YEAR 2021/22
The Work Plan for 2021/22 is separated into ten main program areas:
1) Transportation Department Operations
• Transportation Program Administration
• Implementation of Transportation Project Prioritization Study (TPPS),
Regional Arterial Cost Estimate (RACE) and Active Transportation Program
(ATP)
• Capital Improvement Program (CIP) Update
• Other Transportation Planning
• Operations Management and Administration
This program area performs primarily administrative functions which consist of
general transportation program administrative activities and various transportation
planning duties in support of the Transportation Department. Continued
implementation of the 2016 TPPS, RACE and ATP Program and construction of
the CV Link and CV Sync are the primary considerations this fiscal year, as well
as a cash flow analysis that will help determine the timing of future transportation
projects.
(Funded from Measure A, TUMF and Active Transportation Program Funds)
2) Project Management and Contract Administration
• Financial Cash Flow
• Project Status Tracking
• Preparation and Monitoring of Reimbursement Agreements
Includes staff time to conduct project oversight (design, environmental,
construction and close-out), preparation of reimbursement agreements for
regional arterial, interchange and bridge projects, review and approval of project
billings in accordance with project scope of work and participation in project
development team meetings and associated staff reports.
(Funded from Measure A, TUMF, LTF and Special Program Funds)
3) CV Link Project Development (Phased)
• Construction
• Project Development and Monitoring
• Cash Flow Tracking
• Grant Condition Monitoring
Includes construction of largest segment to date, staff time to conduct project
oversight of services needed for future phases (environmental compliance, right-
of-way and phased construction of later segments); review of project billings;
participation in project development team meetings and preparation of associated
155
reports. Finalizing construction plans, specifications, and cost estimates for
additional phases of the CV Link Project is also a consideration this fiscal year.
(Funded from Riverside County Regional Park and Open Space District Grant,
Caltrans Environmental Justice Grant, California Strategic Growth Council
Grant, PP&M, LTF, Sentinel Project AQMD Grant, Desert Healthcare District,
CMAQ, STIP, ATP and Measure A)
4) CV Sync Project Development (Phased)
• Construction
• Project Development and Monitoring
• Cash Flow Tracking
• Grant Condition Monitoring
Includes construction of Phase 1 and first three corridors, staff time to conduct
project oversight of consultant services (environmental compliance, right-of-way
and phased construction plans); review of project billings; participation in project
development team meetings and preparation of associated reports. Finalizing
construction plans, specifications and cost estimates and starting construction of
Phase 2 is also a consideration this fiscal year.
(Funded from CMAQ, STIP, and Measure A)
5) Riverside County Transportation Commission (RCTC) Programs
• Congestion Management Program/System (CMP/CMS)
• RCTC Technical Advisory Committee
• SB 821
• Coachella Valley Rail Program
• Local Streets & Roads
Includes staff time to support the Riverside County Congestion Management
Program; analysis of traffic patterns through the traffic count program; provide
RCTC staff regional transportation project information for the State Regional
Transportation Improvement Program (RTIP); support the RCTC Technical
Advisory Committee; support efforts for County -wide SB 821 and Local Streets
& Roads funding; Coachella Valley Passenger Rail Service Development Plan.
(Funded from LTF, STA, Proposition 1B [one-time funds] and TUMF)
6) Planning, Programming and Monitoring Program
• Regional Transportation Improvement Program/State Transportation
Improvement Program (RTIP/STIP)
This area includes staff time in support of the State Transportation Improvement
Program (STIP) and Regional Transportation Improvement Program (RTIP),
support in implementation of the CVAG Transportation Project Prioritization
Study (TPPS), coordination of updates to the Capital Improvement Plan (CIP),
and monitoring and examining impacts of implementing SB 45. TPPS activities
support the regional project construction program which includes staff time to
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develop an annual prioritized list of construction projects and required financial
resources.
(Funded from PP&M, LTF and Measure A)
7) Miscellaneous Programs
• GIS Information Services
• Maintain Transportation Model
• Regional Arterial Traffic Count Program
This area involves support to multiple programs with a focus on key project areas.
These areas include staff time and project management to maintain and provide
input for GIS Information Services, the countywide transportation demand model,
the regional arterial traffic count program, and transportation legislation review
and analysis. GIS Information Services includes staff time to provide regional
land use information to CVAG jurisdictions, developers, SCAG and Caltrans.
The countywide transportation model involves support for the RIVCOM
transportation model for forecasting projected transportation system needs to the
year 2039.
(Funded from Measure A, TUMF, and Special Program Funds)
8) Congestion Management /Air Quality Programs
• CMAQ Programs
• Conformance with SIP requirements
Involves Transportation Department staff support to CMAQ program areas. Also
includes implementation of State Implementation Plan (SIP) conformance to
CVAG regional projects.
(Funded from CMAQ and Measure A)
9) Transportation Uniform Mitigation Fee (TUMF) Program
• TUMF Program Administration
• TUMF/GIS Interface
• TUMF Audits
Includes staff time in support of the TUMF program and TUMF/GIS Interface
program. TUMF program activities include staff time to update the program,
monitor the implementation of the TUMF program in member jurisdictions, to
perform annual fiscal reviews of building permits and monthly TUMF collections,
to research, analyze and prepare reports for TUMF appeals, to enter TUMF
collections in the TUMF data base, to meet with developers on request to review
potential TUMF assessments, and to perform special TUMF analysis on request.
The TUMF/GIS Interface program requires support for continuing the
development of integrating the TUMF collection process with electronic
transmission of new development information for land use coverages. Continued
coordination with RCTC on TUMF compliance by Coachella Valley jurisdictions.
The TUMF program is a primary consideration this fiscal year.
(Funded from TUMF)
157
10) Governmental and Special Projects
• Southern California Association of Governments (SCAG)
The SCAG program includes staff time to coordinate the CVAG sub -region
SCAG Program needs, develop annual growth projections, provide input to the
Federal and Regional Transportation Improvement Plans (FTIP and RTIP), and
assist SCAG with transportation modeling refinements. Additionally, staff
performs specific transportation project work for SCAG.
(Funded from Special Program Funds)
• Special Projects
Some proposed projects may involve general fund money or special grants. Any
project not already a part of the regular work programs, will be brought through
the committee process for approval of the proposed work.
(Funded from Special Grant funds)
158
AGENDA ITEM 6K
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Eric DeHate, Transit Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Fiscal Year 2021/22 State of Good Repair Program Allocations
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to:
1) Approve Resolution No. 21-016, "Resolution of the Riverside County Transportation
Commission Approving the FY 2021/22 Project List for the California State of Good Repair
Program";
2) Approve an allocation of $4,251,328 related to Fiscal Year 2021/22 State of Good Repair
(SGR) program funds to eligible Riverside County transit operators;
3) Authorize staff to allocate increased State Controller Office (SCO) FY 2021/22 revenue
estimates up to $425,132, or 10 percent of the current estimate, to eligible Riverside
County transit operators;
4) Approve an increase of $46,928 in the FY 2021/22 budget for SGR revenues to reflect
updated SCO estimates;
5) Authorize the Executive Director, or designee, to review, approve and submit projects to
Caltrans which are consistent with SGR program guidelines and to execute and submit
required documents for the SGR program, including the Authorized Agent Form; and
6) Authorize the Executive Director, or designee, to approve administrative amendments to
the FY 2021/22 Short Range Transit Plans (SRTPs) for incorporation of the SGR funds, as
necessary.
BACKGROUND INFORMATION:
The SGR program was established through Senate Bill (SB) 1 in April 2017 and is funded from a
portion of the new Transportation Improvement Fee on vehicle registrations. SGR provides
approximately $105 million annually to transit operators in California for eligible transit
maintenance, rehabilitation, and capital projects. Funds are apportioned similar to the State
Transit Assistance program formula, utilizing two categories for funding: population and transit
operator revenues. Apportionments by population are discretionary and fall under Public
Utilities Code (PUC) 99313, and apportionments based on transit operator revenues are non -
discretionary and fall under PUC 99314. Apportionments for both PUC 99313 and 99314 are
determined by the SCO. The total estimated amount of SGR funds available to Riverside County
Agenda Item 6K
159
for FY 2021/22 is $4,251,328. Of this amount, $3,653,334 is apportioned by population under
PUC 99313, and will be sub -allocated by the Commission. PUC 99314 provides $597,994 directly
to the transit operators as determined by the SCO.
As the Regional Transportation Planning Agency for Riverside County, the Commission has the
following responsibilities:
• Receive and allocate SGR funds to transit operators based on local needs (PUC 99313) and
based on formula amounts published by the SCO (PUC 99314);
• Via board resolution, approve the annual list of SGR projects submitted by the public
transit operators and ensure funds are expended on SGR-eligible activities;
• Complete an updated authorized agent form; and
• Comply with all relevant federal and state laws, regulations, and policies for funding.
In order to receive funding for FY 2021/22, by September 1, the Commission is required to submit
to Caltrans a resolution, which confirms the Commission is an eligible project sponsor and may
receive, distribute, concur and approve the list of projects, which are to be funded under the SGR
program. Revised SGR funding amounts were released on July 30, 2021. Due to the board
meeting schedule, Caltrans approved the Commission's request to submit an approved
resolution and project list by September 30.
Staff recommends approval of Resolution No. 21-016, which is included as Attachment 1 to the
report. Sub -allocations for PUC 99313 are apportioned by the Commission based on need and
the amounts allocated to each operator is presented in Attachment 2.
It is important to note that the funding allocation is an estimate provided by the SCO. Actual
funds received are based on the Transportation Improvement Fee collected on vehicle
registrations. Most funding sources the Commission oversees have a fund balance, which
provides stability in changes to economic conditions and allows projects and programs to move
forward even during economic uncertainty. Caltrans requires all SGR funds to be programmed
and operators are encouraged to use these funds as expeditiously as possible. While Caltrans
prefers this type of programming, it can leave little to no fund balance, which can affect project
estimates.
Staff included the January 2021 estimates provided by the SCO for SGR funding allocations
concurrently with the annual SRTP allocation process approved by the Commission in June. Staff
did not include the resolution during that process anticipating a revised estimate in July from the
SCO and subsequent board authorization. The July estimate provided by the SCO, shows an
increase of 1.12 percent over the January estimate. Any increases in funding allocations to the
transit operators require staff to return to the Commission for approval. Any decreases in funding
allocations will be within the approved amount the Commission authorizes and can be amended
administratively. Due to the fluctuations in funding and revisions to the quarterly estimates
provided by the SCO, staff recommends authorization for an increase to the FY 2021/22
allocation for up to 10 percent of the current allocation in the event of an increased SCO estimate
Agenda Item 6K
160
and for the Executive Director, or designee, to approve administrative amendments to the
FY 2021/22 SRTPs for incorporation of the SGR funds, as necessary.
Financial Information
In Fiscal Year Budget:
Yes
No
Year:
FY 2021/22
FY 2021/22
Amount:
$ 4,204,400
$ 46,928
Source of Funds:
SB1 State of Good Repair
Budget Adjustment:
No
Yes
GL/Project
Accounting No.:
00222X 401 4230X 0000 242 62 4230X (SGR revenues by various geographic
area/project numbers)
Fiscal Procedures
Approved:
Date:
08/11/2021
Attachments:
1) Resolution No. 21-016
2) SGR FY 2021/22 Allocations by Operator
Approved by the Budget and Implementation Committee on August 23, 2021
In Favor: 13 Abstain: 0 No: 0
Agenda Item 6K
161
ATTACHMENT 1
RESOLUTION NO. 21-016
RESOLUTION OF THE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
APPROVING THE FY 2021/22 PROJECT LIST
FOR THE CALIFORNIA STATE OF GOOD REPAIR PROGRAM
WHEREAS, Senate Bill 1 (SB 1), the Road Repair and Accountability Act 2017, established the State
of Good Repair (SGR) program to fund eligible transit maintenance, rehabilitation and capital
project activities that maintain the public transit system in a state of good repair; and
WHEREAS, the Riverside County Transportation Commission is an eligible project sponsor and
may receive and distribute State Transit Assistance — SGR funds to eligible project sponsors (local
agencies) for eligible transit capital projects;
WHEREAS, the Riverside County Transportation Commission distributes SGR funds to eligible
project sponsors (local agencies) under its regional jurisdiction; and
WHEREAS, the Riverside County Transportation Commission concurs with and approves the
attached project list for the SGR Program funds; and
NOW, THEREFORE, BE IT RESOLVED, that the Riverside County Transportation Commission
hereby approves the SB 1 SGR Project List for FY 2021/22; and
NOW, THEREFORE, BE IT RESOLVED, by the Board of Commissioners of the Riverside County
Transportation Commission that the fund recipient agrees to comply with all conditions and
requirements set forth in the Certification and Assurances document and applicable statutes,
regulations and guidelines for all SGR funded transit capital projects.
NOW, THEREFORE, BE IT RESOLVED, that the Executive Director or designee is hereby authorized
to submit a request for Scheduled Allocation of the SB 1 SGR funds and to execute the related
grant applications, forms and agreements, including the Authorized Agent Form.
APPROVED AND ADOPTED this 15th day of September, 2021.
Jan C. Harnik, Chair
Riverside County Transportation Commission
ATTEST:
Lisa Mobley, Clerk of the Board
Riverside County Transportation Commission
162
ATTACHMENT 2
PUC 99313 Discretionary
FY 2021/22 State of Good Repair (SGR) Funding Allocation
State Controller's Office
Transmittal Letter of July 30, 2021 (Revised Estimate)
Western Riverside
Coachella Valley
Bus
Bus
Rail
Rail
Palo Verde
Valley
Total
1,488,447
1,226,421
889,279
0
49,187
3,653,334
City of Banning
22,754
City of Beaumont
56,715
City of Corona
98,000
City of Riverside
0
Riverside Transit Agency
1,310,978
PUC 99314 Non -Discretional
203,946
273,579
118,656
0
1,813
City of Banning
2,149
City of Beaumont
3,285
City of Corona
4,399
City of Riverside
5,091
Riverside Transit Agency
189,022
Total FY 21/22 SGR Funding
597,994
1,692,393
1,500,000
1,007,935
0
51,000
4,251,328
Rev. 8/4/21
FY 21/22 SGR PROPOSED PROJECT LISTING
Agency PUC 99313 PUC 99314 Total SGR
Allocation
Project
Number
Proposed Project Description
City of Banning
22,754
2,149
$24,903
22-TBD
Capitalized Preventative
Maintenance
City of Beaumont
56,715
3,285
$60,000
22-04
Mobile Lifts
Ci of Corona
98,000
4,399
$102,399
22-02
Re lacement of 2012 Buses
City of Riverside
5,091
$5,091
22 -1
Facility Access System
Palo Verde Valley Transit Ag
49,187
1,813
$51,000
23-TBD
Maintenance Infrastructure: SGR
Equipment and Facility Upgrades.
RCTC
1,226,421
273,579
$1,500,000
22-1
Rail Stations - Capital
Rehabilitation
Riverside Transit Agency
1,310,978
189,022
$1,500,000
23-TBD
Facility, Maintenance, Safety and
Revenue/Support Vehicle
Replacements, Enhancements and
Upgrades
SunLine
681,344
118,656
$800,000
23- TBD
Bus Refurbishments
SunLine
207,935
$207,935
22-06
Microgrid to Hydrogen Phase III
Grand Totals 3,653,334 597,994 $4,251,328
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AGENDA ITEM 6L
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Eric DeHate, Transit Manager
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Fiscal Year 2021-2022 Caltrans Sustainable Transportation Planning Grant
Acceptance
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to:
1) Approve Resolution No. 21-014, "Resolution of the Riverside County Transportation
Commission Accepting Funds from the California Department of Transportation
Sustainable Transportation Planning Grant Program"; and
2) Authorize the Executive Director, or designee, pursuant to legal counsel review, to
execute any required documents or amendments to the Fiscal Year (FY) 2021-2022
Sustainable Transportation Planning Grant.
BACKGROUND INFORMATION:
The California Air Resources Board (CARB) instituted the innovative clean transit (ICT) regulation
in December 2018, requiring all public transit agencies to gradually transition to a 100 -percent
zero -emission fleet by 2040. CARB requires submission of zero -emission bus rollout plans for
large public transit agencies by December 2020 and small public transit agencies by June 2023.
In November 2020, Commission staff was approached by agency staff from the smaller transit
agencies in the County, which include the cities of Banning, Beaumont, Corona, and Riverside and
the Palo Verde Valley Transit Agency, to conduct a zero -emission bus rollout plan on their behalf.
Staff applied for the California Department of Transportation (Caltrans) FY 2021-2022 Sustainable
Transportation Planning Grant (STPG) program under the Sustainable Communities Competitive -
Technical category and requested a total of $271,380 to match $202,420 in State Transportation
Improvement Program (STIP) Planning, Programming, and Monitoring (PPM) funds. The STPG
program was established through Senate Bill 1 in April 2017 and is intended to maintain and
integrate the state's multi -modal transportation system by supporting and implementing
Regional Transportation Plan /Sustainable Communities Strategies that help the state achieve its
greenhouse gas reduction targets.
Agenda Item 6L
164
DISCUSSION:
Staff was notified on June 22, 2021 that the Commission's application was selected for the award
of $271,380. One of the requirements to receive funding from the STPG program is to include a
board resolution that includes the following four (4) elements:
• Title of the project
• Title and person authorized to enter a contract with Caltrans on behalf of the applicant
• Approved resolution that is less than one year old
• Signed resolution by applicant's board
Staff recommends approval of Resolution No. 21-014, which is included as Attachment 1 to the
report. The resolution includes all of the necessary elements that Caltrans requires. Once the
Commission approves the resolution and it is signed, staff will submit this to Caltrans fulfilling the
remaining requirement for authorization of the grant.
Staff is poised to release the request for proposals in the fall for the development of the County's
smaller public transit operators' zero -emission bus rollout plans in collaboration with the agency
for submission to CARB by the June 2023 deadline.
FISCAL IMPACT:
Financial Information
In Fiscal Year Budget:
Yes
Year:
FY 2021/22
Amount:
$ 473,800
Source of Funds:
STPG and PPM Funds
Budget Adjustment:
No
GL/Project
Accounting No.:
002225 401 41502 0000 242 62 41502
002225 401 41510 0000 242 62 41510
Fiscal Procedures
Approved:
Date:
08/11/2021
Attachment: Resolution No. 21-014
Approved by the Budget and Implementation Committee on August 23, 2021
In Favor: 13 Abstain: 0 No: 0
Agenda Item 6L
165
RESOLUTION NO. 21-014
RESOLUTION OF THE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION ACCEPTING FUNDS FROM THE
CALIFORNIA DEPARTMENT OF TRANSPORTATION SUSTAINABLE TRANSPORTATION
PLANNING GRANT PROGRAM
WHEREAS, the Riverside County Transportation Commission ("Commission") is
eligible to receive Federal and/or State funding for transportation planning related
projects, through the State of California Department of Transportation ("Caltrans"); and
WHEREAS, Caltrans administers the Sustainable Transportation Planning Grant
Program; and
WHEREAS, the Commission wishes to conduct a zero -emission bus rollout and
implementation plan on behalf of the five (5) small public transit agencies in the County:
cities of Banning, Beaumont, Corona, and Riverside; and the Palo Verde Valley Transit
Agency; and
WHEREAS, the Commission has applied to Caltrans for the Fiscal Year (FY) 2021-
2022 Sustainable Transportation Planning Grant Program for the project: Riverside County
Zero -Emission Bus Rollout and Implementation Plans, and was awarded $271,380 from
this competitive call for projects; and
WHEREAS, a Restricted Grant Agreement is needed to be executed with Caltrans
before such funds can be claimed; and
WHEREAS, the Commission authorizes the Executive Director, or designee, to
execute any required documents and any amendments thereto.
NOW, THEREFORE BE IT RESOLVED that the Commission accepts the award from
Caltrans for the FY 2021-2022 Sustainable Community Competitive Technical
Transportation Planning Grants for the project: Riverside County Zero -Emission Bus
Rollout and Implementation Plans.
NOW, THEREFORE BE IT RESOLVED that the Commission wishes to enter into a
Restricted Grant Agreement with Caltrans.
NOW, THEREFORE BE IT RESOLVED that the Executive Director, or designee, be
authorized to execute any required documents or amendments to the FY 2021-2022
Sustainable Transportation Planning Grant.
This resolution shall take effect immediately upon its passage.
166
APPROVED AND ADOPTED this 15th day of September, 2021.
Jan C. Harnik, Chair
Riverside County Transportation Commission
ATTEST:
Lisa Mobley, Clerk of the Board
Riverside County Transportation Commission
167
AGENDA ITEM 7
COMMISSIONERS: PLEASE GIVE SPECIAL ATTENTION TO THE TWO
BOLD ITALICIZED PARAGRAPHS AND ATTACHMENT 2 IN THIS AGENDA
ITEM.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
Budget and Implementation Committee
Theresia Trevino, Chief Financial Officer
Michele Cisneros, Deputy Director of Finance
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Refinancing of 91 Express Lanes Toll Debt
BUDGET AND IMPLEMENTATION COMMITTEE AND STAFF RECOMMENDATION:
This item is for the Commission to:
1) Receive and file the presentation regarding the refinancing of the Commission's Toll
Revenue Senior Lien Bonds, 2013 Series A (2013A Bonds) and 2013 Transportation
Infrastructure Financing and Innovation Act (TIFIA) Loan (2013 TIFIA Loan) related to the
State Route 91 Corridor Improvement Project (91 Project) with the issuance of taxable
and tax-exempt senior lien and second lien toll revenue refunding bonds (2021 Refunding
Toll Bonds) and cash defeasance of a portion of the Commission's Toll Revenue Senior
Lien Bonds, 2013 Series B (2013B Bonds);
2) Approve the revised refinancing plan to issue the 2021 Refunding Toll Bonds to refund or
purchase, including in connection with a tender offer or bond exchange, all or a portion
of the 2013A Bonds, currently outstanding in the amount of approximately $123.8 million,
and prepay all or a portion of the 2013 TIFIA Loan, currently outstanding in the amount
of approximately $508 million;
3) Approve the cash defeasance of a portion of the Commission's 2013B Bonds, currently
outstanding in the amount of approximately $89.7 million, using funds on deposit in the
Residual Fund (currently approximating $27 million) and an amount not to exceed $7.5
million of RCTC 91 Express Lanes (91 Express Lanes) toll revenues designated as surplus
in accordance with the 2013 Toll Revenue Bonds Indenture or other legally available funds
of the Commission;
4) Authorize the Executive Director to exceed the $7.5 million contribution of 91 Express
Lanes toll revenues designated as surplus under the condition that the primary
refinancing objectives are met;
5) Adopt Resolution No. 21-015, "Resolution Authorizing the Issuance and Sale of Not to
Exceed $725,000,000 Aggregate Principal Amount of Riverside County Transportation
Commission Toll Revenue Refunding Bonds in One or More Series, the Refunding,
Agenda Item 7
168
Defeasance, and Purchase Through Tender Offer of Outstanding Bonds or Exchange
Therefor, the Execution and Delivery of One or More Supplemental Indentures, One or
More Purchase Contracts, One or More Official Statements, One or More Continuing
Disclosure Agreements, One or More Escrow Agreements, One or More Dealer Manager
Agreements, and One or More Invitations to Tender, and the Taking of All Other Actions
Necessary in Connection Therewith";
6) Approve the proposed form of the Preliminary Official Statement for the issuance of not
to exceed $725 million in 2021 Refunding Toll Bonds and authorize the Executive Director
to approve and execute the printing and distribution of the final form of the Official
Statement;
7) Ratify, confirm, and approve the proposed form of the Continuing Disclosure Agreement
related to the 2021 Refunding Toll Bonds, by and between the Riverside County
Transportation Commission and Digital Assurance Certification, L.L.C., as dissemination
agent, and authorize the Executive Director to approve and execute the final form of the
Continuing Disclosure Agreement;
8) Ratify, confirm, and approve the proposed forms of the Third Supplemental Indenture
and Fourth Supplemental Indenture for the 2021 Refunding Toll Bonds, each by and
between the Riverside County Transportation Commission and U.S. Bank National
Association (US Bank), as Trustee, and authorize the Executive Director to approve and
execute the final forms of the Third Supplemental Indenture and Fourth Supplemental
Indenture;
9) Ratify, confirm, and approve the proposed form of the Bond Purchase Agreement(s), also
referred to as Purchase Contract(s), between the Riverside County Transportation
Commission and Bank of America Securities, Inc. (BofA), as Underwriter Representative
acting on behalf of itself and Goldman, Sachs & Co. (Goldman), Wells Fargo Securities
(Wells Fargo), J.P. Morgan (JPM), and Siebert Cisneros Shank & Co., LLC (Siebert),
(collectively the Underwriters), for the 2021 Refunding Toll Bonds and authorize the Chief
Financial Officer to approve and execute the final form of the Bond Purchase Agreement;
10) Approve the proposed form of the Dealer Manager Agreement related to the tender offer
and/or bond exchange, by and between the Riverside County Transportation Commission
and BofA and Goldman, as Dealer Managers, and authorize the Executive Director to
approve and execute the final form of the Dealer Manager Agreement;
11) Approve the proposed form of the Invitation to Tender or Exchange Bonds made by the
Commission and authorize the Executive Director to approve and execute the final form
of the Invitation to Tender or Exchange Bonds;
12) Ratify, confirm, and approve the proposed form of the Escrow Agreement for the 2013A
Bonds and the proposed form of the Escrow Agreement for the 2013B Bonds, each by and
between the Commission and US Bank, as Escrow Agent, and authorize the Executive
Director to approve and execute the final Escrow Agreement;
13) Approve the estimated costs of issuance, including estimated underwriter's discount, of
$4,420,719 to be paid from the proceeds of the 2021 Refunding Toll Bonds;
14) Approve Agreement No. 05-19-510-18, Amendment No. 18 to Agreement
No. 05-19-510-00, with Orrick, Herrington, & Sutcliffe LLP (Orrick) for bond counsel
Agenda Item 7
169
services related to the issuance of the 2021 Refunding Toll Bonds for an additional
amount of $45,000 and a total amount not to exceed $3,375,000;
15) Approve Agreement No. 09-19-072-16, Amendment No. 16 to Agreement No. 09-19-072-
00, with Norton Rose Fulbright US LLP (Norton Rose) for disclosure counsel services
related to the issuance of the 2021 Refunding Toll Bonds for an additional amount of
$25,000 and a total amount not to exceed $1,047,600; and
16) Approve adjustments to the Fiscal Year 2021/22 budget in the amounts of $10.7 million
to increase bond proceeds, $360,000 to increase costs of issuance, and $37.6 million to
increase debt service expenditures for the cash defeasance of a portion of the 2013B
Bonds and prepayment of the 2013 TIFIA Loan.
BACKGROUND INFORMATION:
The Commission issued the 91 Express Lanes toll revenue debt, including the 2013 TIFIA Loan, in
July 2013 to partially finance the 91 Project in Corona. Net toll revenues, including certain
pledged reserve funds, represent the security for the toll revenue debt under the Master
Indenture, First Supplemental Indenture, and Second Supplemental Indenture (collectively,
Master Indenture). The original amounts of the toll revenue debt and the amounts outstanding
as of August 31, 2021, are summarized in Table 1. The outstanding amounts for the Commission's
2013B Bonds and the 2013 TIFIA Loan reflect the addition of compounded (or accreted) interest'.
Table 1— Outstanding 91 Express Lanes Toll Revenue Bonds
Toll Revenue Bonds
Original Amount
Outstanding at
August 31, 2021
Senior Lien Bonds:
2013 Series A Bonds (Current Interest Bonds)
2013 Series B Bonds (Capital Appreciation
Bonds)
Subordinate Lien Bonds:
2013 TIFIA Loan
Total
$ 123,825,000 $ 123,825,000
52,829,602 89,708,073
421,054,409 507,716,613
$ 597,709,011 $ 721,249,686
In addition to requirements for TIFIA approvals, reporting and administration, the 2013 TIFIA
Loan agreement requires the Commission to use 50 percent of any surplus toll revenues to
prepay the 2013 TIFIA Loan starting in June 2022. This "revenue sharing" with TIFIA reduces the
Commission's ability to use surplus toll revenues to fund additional SR -91 corridor projects. The
2013 TIFIA Loan agreement also imposes other conditions and restrictions on the Commission
related to the financing and operation of the 91 Express Lanes. Since its opening in March 2017,
the 91 Express Lanes reported strong financial results and generated surplus toll revenues to fund
1 In the case of the 2013B Bonds, the maturity value of the bonds includes the accreted interest since there are no
current interest payment requirements with respect to those obligations. For the 2013 TIFIA Loan, interest
payments are deferred until December 2021; therefore, the compounded interest is added to the principal balance.
Agenda Item 7
170
SR -91 corridor projects such as the 15/91 Express Lanes Connector and the SR -91 Corridor
Operations Project.
As stewards of the Commission's local, state, and federal resources, staff is always seeking
opportunities to advance more transportation projects in Riverside County (County) for the
benefit of the traveling public and to get people working in the County and contributing to the
local economy. Accordingly, at the March 11, 2020 meeting, the Commission approved a
refinancing plan to issue refunding bonds to refund the 2013A Bonds and prepay the 2013 TIFIA
Loan. The refinancing plan contemplated in 2020 was designed to accomplish several significant
objectives of importance to the Commission:
• Achieve debt service savings;
• Refinance 2013 TIFIA Loan with toll revenue bonds —resulting in increased flexibility and
ability, to the extent there are available surplus toll revenues, to fund and accelerate
SR -91 corridor projects included in the 2019-2029 Western County Highway Delivery Plan
approved by the Commission in July 2019;
• Eliminate 2013 TIFIA Loan covenants and administrative burden; and
• Put RCTC in greater control over the operation of the SR -91 corridor in Riverside County.
Within hours of that approval, the municipal market and other financial markets began to
deteriorate amid COVID-19 fears. Municipal bond yields and credit spreads skyrocketed,
investors began pulling back, and uncertainty took hold. Accordingly, many prospective new
issues such as the Commission's refunding bonds were pulled until the municipal market and the
economy stabilized. Staff, in consultation with its financial team, believes that the municipal
market environment and economy have stabilized such that the Commission's refinancing plan
can move forward and be completed.
Proposed Revised Refinancing Plan
The Commission successfully refinanced sales tax revenue bonds in October 2016, December
2017, and April 2018. Each transaction was a sound financial move for the Commission, and staff
anticipates similar results with this proposed refinancing, which has been revised based on
current market conditions and updated traffic and revenue projections based on COVID-19
impacts.
The proposed refinancing plan still includes the refunding of the outstanding 2013A Bonds with
fixed rate taxable bonds and the current prepayment of the outstanding 2013 TIFIA Loan with
fixed rate tax-exempt bonds issued as both senior and second lien bonds. These 2021 Refunding
Toll Bonds have maturities currently projected through June 2048, which is three years earlier
than the final maturity of the 2013 TIFIA Loan. A senior lien taxable series of the 2021 Refunding
Toll Bonds will advance refund the tax-exempt 2013A Bonds; a senior lien and second lien tax-
exempt series of the 2021 Refunding Toll Bonds will prepay on a current basis the 2013 TIFIA
Loan.
Agenda Item 7
171
While the municipal market has stabilized, the combination of current interest rates and COVID-
19 impacts on the 91 Express Lanes traffic and revenues have necessitated additional financial
engineering to achieve minimum debt service coverage levels required by the rating agencies.
One of the financial tools available is a cash defeasance of certain outstanding bonds. In a cash
defeasance, an issuer uses cash to purchase government securities for deposit in an escrow
account held by a bank or trust company as escrow agent; such securities are irrevocably pledged
to pay the outstanding bonds. The principal amount of such securities plus the interest earned
is sufficient to pay the future debt service on the outstanding bonds. As a result, such bonds are
deemed paid and no longer outstanding under the related indenture.
The proposed revised refinancing plan is anticipated to include the cash defeasance of selected
maturities of the outstanding 2013B Bonds using amounts on deposit in the Residual Fund (a
reserve fund currently approximating $27 million) and approximately $6.3 million of available 91
Express Lanes toll revenues designated as surplus. While the current financial model requires
approximately $33.3 million of cash to achieve the minimum debt service coverage ratios
expected to be required by the rating agencies, to preserve maximum flexibility staff suggests
that a maximum amount not to exceed $7.5 million of toll revenues designated as surplus be
available. While the financing team seeks to minimize the additional contribution, the amount
may increase as interest rates increase up to the date of the bond sale. Accordingly,
authorization for the Executive Director to exceed the $7.5 million contribution may be needed
under the condition that the primary refinancing objectives, listed earlier in this report, are met.
The issuance of refunding bonds such as sales tax revenue bonds is generally not considered a
complex transaction requiring significant financial development and modeling. However, the
proposed toll revenue bond refinancing requires additional modeling for the following reasons:
• Provide earlier access to potential surplus toll revenues;
• Preserve the Commission's current debt ratings of A/BBB+ (S&P Global Ratings/Fitch
Ratings) on the 91 Express Lanes toll revenue bonds; and
• Maintain conservative debt service coverage levels.
The financial team prepared a cash flow analysis comparing the projected debt service on the
existing outstanding toll revenue bonds, including the 2013 TIFIA Loan, to the issuance of the
2021 Refunding Toll Bonds and cash defeasance of a portion of the 2013B Bonds. While actual
results will vary depending on the specific market conditions at the bond sale date, the projected
refinancing results shown in the analysis are:
• An aggregate net present value savings of approximately $70.6 million; and
• An aggregate net present value savings of 11.0 percent of the refunded debt.
The projected net present value savings percentage of this refunding meets the debt
management policy threshold of 3 percent of the par value of the refunded bonds. Further, these
savings are above the metrics anticipated in 2020.
Agenda Item 7
172
The cash flow analysis does not currently contemplate obtaining a bond insurance policy to
secure the timely payment of debt service on the 2021 Refunding Bonds or obtaining one or more
reserve fund policies or sureties to fund one or more reserve funds related to the 2021 Refunding
Bonds. Should a bond insurance policy or surety be economically advantageous to the
Commission, Resolution 21-015 (Attachment 1) provides authorization for the Executive Director,
with the advice of the municipal advisor, to negotiate to commit to purchase such policies and/or
sureties, as appropriate.
Further, the refinancing provides the ability to amend provisions in the Master Indenture to
provide the Commission with greater future flexibility, including but not limited to the following:
• Provide greater flexibility to manage major repair and rehabilitation expenditures;
• Remove the cap in permitted expenditures of the Capital Expenditures Fund and expand
the definition of permitted expenditures to include SR -91 corridor projects; and
• Other changes in definitions and certain terms.
Such amendments require the consent of at least a majority of bondholders of the outstanding
bonds following the issuance of the 2021 Refunding Toll Bonds. By their purchase of the 2021
Refunding Toll Bonds, the holders of the 2021 Refunding Toll Bonds representing more than a
majority will have consented to the amendments.
Optional Enhancement to Tender and/or Exchange Bonds
The proposed revised refinancing plan includes the issuance of taxable and tax-exempt bonds.
The tax-exempt bonds generally have lower interest costs; however, federal tax law enacted in
December 2017 no longer allows the issuance of tax-exempt bonds to refund tax-exempt bonds
more than 90 days before the refunded bonds can be called (i.e., an advanced refunding).
Presently the proposed federal legislation does not include reinstatement of this authority.
Consequently, in order to advance refund the tax-exempt 2013A Bonds, the Commission will
issue taxable bonds as a replacement to these outstanding bonds at a lower interest rate. The
interest earned by investors on the taxable refunding bonds is subject to federal taxation.
In 2020, staff and the financial team considered an opportunity to enhance the refunding of the
2013A Bonds through an offer to purchase from current bondholders outstanding tax-exempt
bonds — a transaction that would permit the issuance of replacement tax-exempt bonds at a
lower rate than would otherwise be achieved as a taxable advance refunding. This opportunity
was not pursued in the refinancing plan proposed in March 2020, as few comparable transactions
had been recently completed at that time and the potential for costs savings was unclear.
Since March 2020, staff has observed that several municipal issuers have successfully used the
buyback option as part of their bond issuances and achieved greater savings. With these recent
transactions, staff and the financial team believe that savings for the Commission's proposed
refinancing may be enhanced through a buyback of outstanding bonds that permits the refunding
bonds to be issued as tax-exempt bonds on a current refunding basis. This would be
Agenda Item 7
173
accomplished through a tender and/or exchange offer to existing bondholders. The federal tax
law changes in 2017 have resulted in a lack of supply of tax-exempt bonds in the municipal
market, and staff believes the tender/exchange enhancement provides an opportunity for
Commission bondholders to retain the tax advantages of holding RCTC tax-exempt bonds.
Although there are modest additional costs associated with the buyback, most of the costs are
contingent on executing a successful buyback. Any bonds not purchased via the buyback would
still be eligible for refunding with taxable bonds, preserving the Commission's flexibility. Staff
and the financial team have analyzed and evaluated this optional enhancement; they concluded
that the buyback is likely to produce financial benefits. Further, the additional savings realized
from the buyback are expected to greatly exceed those costs.
Staff recommends approval of the proposed revised refinancing plan to:
• Refund or purchase, including in connection with a tender offer or bond exchange, the
2013A bonds and prepay the 2013 TIFIA Loan through the issuance of the 2021
Refunding Toll Bonds;
• Defease with cash, from amounts in the Residual Fund and an amount not to exceed
$7.5 million from 91 Express Lanes toll revenues designated as surplus, selected
maturities of the 2013B Bonds; and
• Authorize the Executive Director to exceed the $7.5 million contribution of 91 Express
Lanes toll revenues designated as surplus under the condition that the primary
refinancing objectives are met.
The proposed refinancing of the 91 Express Lanes toll revenue debt does not preclude future
issuances of toll revenue bonds to fund eligible projects.
Refinancing Documents
Draft documents for the issuance of the 2021 Refunding Toll Bonds will be submitted to the rating
agencies to obtain updated long-term debt ratings on the Commission's 91 Express Lanes toll
revenue debt prior to the Commission meeting. The proposed documents for this transaction
will continue to be reviewed and revised for any matters that arise as a result of Commissioner
input, rating agency reviews, and other matters. The preliminary official statement is expected
to be posted on the day of Commission approval, and the sale of bonds is currently scheduled for
October 4-5. Closing of this financing transaction, including cancellation of the TIFIA Bond, is
expected on or around October 14.
The drafts of the documents for the proposed 2021 Refunding Toll Bonds attached for the
Commission's adoption, ratification, and/or approval consist of the following:
• Resolution No. 21-015 authorizing the issuance and sale of not to exceed
$725 million aggregate principal amount of Riverside County Transportation Commission
Toll Revenue Refunding Bonds in one or more series; the refunding, defeasance and
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174
purchase through tender offer of outstanding bonds or exchange therefor; the execution
and delivery of one or more supplemental indentures, one or more purchase contracts,
one or more official statements, one or more continuing disclosure agreements and one
or more escrow agreements; one or more dealer manager agreements and one or more
invitations to tender; and the taking of all other actions necessary in connection with this
transaction (Attachment 1);
• Preliminary Official Statement (draft) for the 2021 Refunding Toll Bonds (Attachment 2);
• Continuing Disclosure Agreement (draft) between the Commission and the dissemination
agent for the 2021 Refunding Toll Bonds (Attachment 3);
• Third Supplemental Indenture (draft) between the Commission and the trustee regarding
the terms and conditions of the issuance of the senior lien 2021 Refunding Toll Bonds,
including amendments to the Master Indenture (Attachment 4);
• Fourth Supplemental Indenture (draft) between the Commission and the trustee
regarding the terms and conditions of the issuance of the second lien 2021 Refunding Toll
Bonds (Attachment 5);
• Bond Purchase Agreement (draft) between the Commission and BofA on behalf of the
Underwriters regarding the purchase of the 2021 Refunding Toll Bonds (Attachment 6);
• Dealer Manager Agreement (draft) between the Commission and BofA and Goldman
regarding the purchase of 2013A Bonds in connection with a tender offer and/or bond
exchange (Attachment 7);
• Invitation to Tender or Exchange Bonds (draft) made by the Commission related to a
tender offer and/or bond exchange (Attachment 8); and
• Escrow Agreements (draft) between the Commission and US Bank, as the escrow agent
for the refunding of the 2013A Bonds (Attachment 9) and the partial defeasance of the
2013B Bonds (Attachment 10).
Since the drafts of the Continuing Disclosure Agreement, Third Supplemental Indenture, Fourth
Supplemental Indenture, Bond Purchase Agreement, and Escrow Agreements were approved in
March 2020, Resolution No. 21-015 provides for ratification, confirmation, and approval of the
forms of these documents, including certain updates.
Staff recommends adoption of Resolution No. 21-015; approval of the proposed form of the
Official Statement, Continuing Disclosure Agreement, Third Supplemental Indenture, Fourth
Supplemental Indenture, Bond Purchase Agreement, Dealer Manager Agreement, Invitation to
Tender or Exchange Bonds, and Escrow Agreements; and authorization for the Executive
Director to approve and execute the final forms of such documents.
As part of the action to authorize the issuance of the 2021 Refunding Toll Bonds, the
Commission will approve the form of the Preliminary Official Statement and authorize its
distribution in connection with the sale of the refunding bonds, as well as the preparation of a
final Official Statement once the bonds have been priced. These offering documents are
required under state and federal securities laws regulating the offer and sale of securities
such as the 2021 Refunding Toll Bonds — and requiring all matters that would be material to an
Agenda Item 7
175
investor in the bonds to have been adequately disclosed with no omission of material facts.
Furthermore, under rules of the Securities and Exchange Commission, the underwriters cannot
purchase the bonds unless they have received a substantially final offering document, which
discloses all material information that they reasonably believe to be true and correct.
The Commissioners serving on the Board as the governing body of the issuer of the 2021
Refunding Toll Bonds are expected to read and be familiar with the information described in
the draft Preliminary Official Statement included with this staff report. The Commissioners may
employ the services of experts to take the lead in the drafting and review of the Official
Statement and to provide financial projections included in the Official Statement; however, the
Commissioners have the duty to review the information and bring to the attention of those
responsible for the preparation of the offering document any material misstatements or
omissions in the draft and to ask questions if they are unclear about the information or their
role. Some members of the financing team will be available at the meeting to respond to the
identification of any misstatements or omissions or to such questions.
Refinancing Schedule
Staff and Fieldman have developed a financing schedule that calls for the tender/exchange
invitation period end date to occur in late September, refunding bonds to be priced in early
October, and for the transaction to close in mid -October. That schedule is driven in large part
because of the attractive rates and market environment for issuers since COVID-19. Two main
factors contribute to the current strong market for issuers — historically low nominal interest
rates and cash inflows to municipal bond funds. Additionally, as many issuers are refunding
bonds and are using taxable rather than tax-exempt refunding bonds to do so, tax-exempt funds
have even more needs to reinvest.
Financing Team
Development of the proposed refinancing plan required various professional services and
investment banking firms.
In December 2019, the Commission approved a pool of five investment banking firms to provide
underwriting services to the Commission in connection with long-term debt financings. Finance
staff, in consultation with Fieldman, selected BofA (bookrunner) and Goldman, as senior
managers, and Wells, JPM, and Siebert, as co -managers, from this pool of qualified underwriters
to participate in the negotiated debt sale process. BofA and Goldman served as senior managing
underwriters in prior Commission financings and refundings. The other three firms (Wells, JPM,
and Siebert) will serve as co -managers due to the size of the proposed transaction, as a larger
group of underwriters yields additional benefits to the Commission in terms of selling the bonds.
The current estimated costs of issuance of $4,420,719, including the underwriters' discount and
tender/exchange buyback fees, are compared to the estimates approved by the Commission in
March 2020 of $3,723,592 and summarized in Table 2. The estimated costs of issuance include
approximately $358,000 of costs incurred and paid by the Commission through FY 2020/21; such
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176
costs consist of staff, general counsel, municipal advisory, rating agency, and miscellaneous. The
contingency of $40,150, or 0.9 percent of total costs of issuance, relates to any costs related to
financial and legal services, financial analysis, and other financing process matters that were not
anticipated. The total estimated costs of issuance of $4,420,719 represent approximately 0.66
percent of estimated bond proceeds of $670.4 million. This is below the Commission's debt
management policy threshold of 2 percent.
Table 2 — Total Estimated Costs of Issuance
Role/Purpose
Professional Services/Other:
Bond counsel
Disclosure counsel
Issuer counsel
Municipal advisor
Trustee/Escrow agent
Dissemination agent
Escrow verification agent
Publication and printing
Traffic and Revenue Consuttan i
Independent Engineer
Exchange/Tender (Buyback)
Issuer
Contingency
Firm March 2020
September 2021
Orrick
$ 325,000 $ 370,000
Norton Rose
155,000
180,000
Best Best & Krieger LLP
40,000
30,000
Fieldman
100,000 110,000
US Bank
13,500 13,500
S&P Global Ratings, Fitch Ratings
280,000 147,350
Digital Assurance Certification
2,500 2,500
Causey, Demgen & Moore
1,950 5,000
ImageMaster
5,000 7,500
Stantec Consulting Services, Inc.
90,000
Parsons Transportation Group, Inc. - 30,000
Various
79,000
RCTC
380,000
Various
80,609 40,150
Subtotal —Professional Fees/Other
Underwriters' discount
1,003,559 1,485,000
BofA (bookrunner) and Goldman,
as senior managers; Wells Fargo,
JPM, and Siebert, as co -managers
2,720,033 2,935,719
Total Estimated Costs of Issuance
$ 3,723,592 $ 4,420,719
At the Budget and Implementation Committee meeting, there was a discussion and request
related to the nature and cost of bond counsel, disclosure counsel, and issuer counsel legal
services. The Commission requires the specialized knowledge and legal services to ensure that
the municipal securities issued by the Commission follow state and federal laws and regulations
that protect the interests of market participants and the public. The federal laws and regulations
include compliance with securities laws (anti -fraud and disclosure provisions) established by the
Securities and Exchange Commission and with the Internal Revenue Code requirements imposed
by the Internal Revenue Service. The various legal counsels assist the Commission in participating
in working group calls to review structuring assumptions; complying with administrative tasks;
interpreting tax law, agreements, or outstanding litigation on behalf of the Commission; and
reviewing documents prepared by other counsels. As it relates to the refinancing transaction,
specific responsibilities include:
• Bond counsel provides legal analysis in connection with the structuring of the transaction
and a legal opinion on the bonds based on tax analysis of the refinancing structure;
prepares the Board resolution, supplemental indentures, and escrow agreements; and
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177
participates in negotiations with TIFIA regarding prepayment of the TIFIA loan and
prepares the related prepayment and termination acknowledgement;
• Disclosure counsel assists the Commission as the issuer in fairly disclosing all pertinent
facts related to the refinancing; prepares the official statement and continuing disclosure
agreement; prepares the materials related to and the invitation to tender and exchange
bonds; and provides negative assurance to the underwriters; and
• Issuer counsel, as the Commission's general counsel, provides an opinion on the
Commission's authority to issue debt.
For the Commission's prior sales tax and project financings, these legal services have generally
accounted for 37 to 57 percent of the costs of issuance, excluding the underwriters' discount,
depending on the complexity of the financing. For this refinancing, these specialized legal
services approximate 41 percent of the costs of issuance, excluding the underwriters' discount.
Bond counsel and disclosure counsel fees are based on discounted rates charged to their public
clients which range from 10 percent to 22 percent, depending on the staff level; such fees are
higher than issuer counsel fees due to the highly specialized nature of their services. While bond
counsel and disclosure counsel fees are contingent on the completion of the refinancing, issuer
counsel fees are paid to avoid conflicts of interest.
The Commission engaged these three legal firms beginning in mid -2019 to advise the Commission
regarding a refinancing of the 91 Express Lanes debt. Most hours were incurred through
Commission approval in March 2020; however, additional time has been incurred to refresh
documents following a long suspension and restart of the refinancing effort — including
reengineering the refinancing structure due to current market conditions. Additionally, the
optional enhancement for the tender and/or exchange was a recent development and not
contemplated last year.
Legal services related to financings as well as past design -build procurements require a team of
specialized legal advisors. Staff believes that it has negotiated fair and reasonable fees related
to this refinancing effort.
In the following section, the estimated costs of issuance are disclosed as "Finance charge of the
bonds" in accordance with state law. As the refinancing transaction and related process become
more certain, the estimated costs used in the BofA analysis and the fee estimates will continue
to be reconciled and adjusted as necessary in subsequent financial modeling iterations.
Staff recommends approval of the estimated costs of issuance of $4,420,719 for the
2021 Refunding Toll Bonds. Additionally, staff recommends approval of amendments to the
Orrick bond counsel agreement (Attachment 11) and Norton Rose disclosure counsel
agreement (Attachment 12) for an increase of $45,000 and $25,000, respectively, due to
revisions to the legal agreements and disclosure documents for the transaction. There is not
sufficient capacity in the existing agreements for the additional fees; the other professional
services agreements have sufficient capacity to absorb the above costs of issuance.
Agenda Item 7
178
Required State Disclosures
For bonds with a term greater than 13 months, California Government Code (Code) Section
5852.1 requires the governing body to obtain and disclose certain information in a public
meeting. The information needs to come from a good faith estimate from an underwriter,
municipal advisor or private lender. The information required by Code Section 5852.1 is disclosed
below and can be found in a good faith estimate summary (Attachment 13) provided by Fieldman,
the Commission's municipal advisor, based on the cash flow analysis prepared by BofA on behalf
of the Underwriters. The good faith estimate and cash flow analysis assume the 2021 Refunding
Toll Bonds are sold at an estimated $627.2 million principal amount of bonds issued based on
market interest rates prevailing at the time of preparation of this information plus an anticipated
original issuance premium of approximately $51.0 million, generating total proceeds of $678.2
million.
Required Information
Amount
True interest cost of the bonds
3.19%
Finance charge of the bonds (sum of all fees and charges paid to third parties)
$4,312,488
Amount of bond proceeds received by Commission less the finance charge and any
reserves or capitalized interest, excluding release of debt service reserve funds
$624,079,539
Total payment amount (sum of all debt service payments through the final maturity
plus any amount of the finance charge not paid from proceeds of the bonds)
$1,272,954,764
Fiscal Impact
The proposed revised refinancing plan currently anticipates estimated net present value debt
service savings of $70.6 million, which is 11.0 percent of the par amount of the refunded bonds.
This is above the minimum threshold of 3 percent per the Commission's debt policy. These
savings do not include the potential savings from the optional enhancement related to the
tender/exchange buyback. Finally, this plan eliminates the various 2013 TIFIA Loan requirements
and allows RCTC to use toll revenues designated as surplus to fund more projects on the SR -91
corridor.
Staff included the proposed refinancing in the FY 2021/22 budget; however, the following
amounts are not included in the budget:
• Additional bond proceeds anticipated in the current financial model of approximately
$10.7 million;
• $360,000 related to costs of issuance;
• $33,333,000 related to the cash defeasance of selected 2013B Bonds; and
• $4,267,000 related to the estimated 2013 TIFIA Loan prepayment amount.
Agenda Item 7
179
Accordingly, staff recommends adjustments to the FY 2021/22 budget in the amounts of $10.7
million to increase bond proceeds, $360,000 in increase costs of issuance, and
$37.6 million to increase debt service expenditures for the cash defeasance of a portion of the
2013B Bonds and 2013 TIFIA Loan prepayment.
Financial Information
In Fiscal Year Budget:
Yes
Yes
No
No
Year:
FY 2021/22
FY 2021/22
FY 2021/22
FY 2021/22
Amount:
$667,578,000 (proceeds)
$651,080,500 (expenditures)
$10,700,000 (proceeds)
$37,960,000 (expenditures)
Funds:Source of
Toll revenue refunding bonds, debt
reserves, and 91 Express Lanes toll
revenues designated as surplus
Budget Adjustment:
No
No
s
Yes
GL/Project
Accounting
No.:
591-31-59101 $627,205,000 (refunding bond proceeds)
591-31-59103 $51,073,000 (premium from bond proceeds)
591-31-96101 $174,821,500 (payment to escrow agent for refunded bonds)
591-31-9XXXX $509,798,000 (prepayment of 2013 TIFIA Loan)
591-31-96103 $2,936,000 (costs of issuance related to underwriter's discount)
591-31-65XXX $1,485,000 (costs of issuance related to professional services)
Fiscal Procedures Approved:
\14/4,40,34.
Date:
09/07/2021
Attachments: (Click on this Link to Access the Attachments)
1) Resolution No. 21-015
2) Official Statement (draft)
3) Continuing Disclosure Agreement (draft)
4) Third Supplemental Indenture (draft)
5) Fourth Supplemental Indenture (draft)
6) Bond Purchase Agreement (draft)
7) Dealer Manager Agreement (draft)
8) Invitation to Tender or Exchange Bonds (draft)
9) Escrow Agreement for 2013A Bonds (draft)
10) Escrow Agreement for 2013B Bonds (draft)
11) Orrick Agreement No. 05-19-510-18 (draft)
12) Norton Rose Agreement No. 09-19-072-16 (draft)
Agenda Item 7
180
13) SB 450 Good Faith Estimate as of August 30, 2021
Approved by the Budget and Implementation Committee on August 23, 2021
In Favor: 13 Abstain: 0 No: 0
Agenda Item 7
181
ATTACHMENT 1
OH&S Draft 08/30/21
NO. 21-015
RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED
$725,000,000 AGGREGATE PRINCIPAL AMOUNT OF RIVERSIDE COUNTY
TRANSPORTATION COMMISSION TOLL REVENUE REFUNDING BONDS IN ONE
OR MORE SERIES, THE REFUNDING, DEFEASANCE, AND PURCHASE THROUGH
TENDER OFFER OF OUTSTANDING BONDS OR EXCHANGE THEREFOR, THE
EXECUTION AND DELIVERY OF ONE OR MORE SUPPLEMENTAL INDENTURES,
ONE OR MORE PURCHASE CONTRACTS, ONE OR MORE OFFICIAL
STATEMENTS, ONE OR MORE CONTINUING DISCLOSURE AGREEMENTS, ONE
OR MORE ESCROW AGREEMENTS, ONE OR MORE DEALER MANAGER
AGREEMENTS, AND ONE OR MORE INVITATIONS TO TENDER, AND THE
TAKING OF ALL OTHER ACTIONS NECESSARY IN CONNECTION THEREWITH
WHEREAS, the Riverside County Transportation Commission (the "Commission") is a
county transportation commission duly organized and existing pursuant to the County
Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of
California (Section 130000 et seq.) (as amended, the "Act");
WHEREAS, pursuant to the Act, including Sections 130240 and 130244 thereof, the
Commission is authorized to set, levy and collect tolls, user fees, or other similar charges, payable
for use of the toll lanes and other facilities on the portion of State Highway Route 91 (the "SR -
91") between the Orange County and Riverside County line and State Highway Route 15, and to
issue bonds, notes, or other evidences of indebtedness (collectively, the "Toll Revenue Bonds")
pursuant to the terms and conditions of a resolution adopted by a two-thirds vote of the
Commission, which bonds may be payable from (i) the proceeds of such tolls (the "Toll
Revenues"), (ii) sales tax revenues, (iii) development impact fees, (iv) federal grant funds, and (v)
any other source of revenues available to the Commission;
WHEREAS, the Act authorizes Toll Revenue Bonds to be issued for the purpose of
financing the planning, design, development, financing, construction, reconstruction,
rehabilitation, improvement, acquisition, lease, operation, or maintenance, or any combination of
these, with respect to tolled and nontolled facilities, structures, onramps, connector roads, bridges,
and roadways that are on, necessary for, or related to the construction or operation of the portion
of the SR -91 between the Orange and Riverside County line to the west and State Highway Route
15 to the east (the "Project");
WHEREAS, pursuant to the Act, and as authorized pursuant to Article 10 and Article 11
of Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570
et seq.) (the "Refunding Bond Law") and other applicable provisions of the laws of the State of
California, the Commission is authorized to issue from time to time refunding bonds to refund
outstanding Toll Revenue Bonds;
WHEREAS, the Commission previously issued its Toll Revenue Senior Lien Bonds, 2013
Series A (Current Interest Obligations) (the "2013 Series A Bonds") and 2013 Series B (Capital
Appreciation Obligations) (the "2013 Series B Bonds") pursuant to a Master Indenture, dated as
4129-2095-1856.5
of June 1, 2013 (as supplemented, the "Toll Revenue Indenture"), by and between the Commission
and U.S Bank National Association, as successor trustee (the "Trustee") to finance a portion of the
cost of the Project;
WHEREAS, the Commission previously issued its Toll Revenue Subordinate Bonds, 2013
TIFIA Series (the "2013 TIFIA Series Bonds" and together with the 2013 Series A Bonds and the
2013 Series B Bonds, the "2013 Series Bonds") pursuant to the Toll Revenue Indenture,
evidencing and securing the Commission's obligation to repay from Toll Revenues a loan (the
"2013 TIFIA Loan") from the United States Department of Transportation (the "Department of
Transportation") for federal project credit assistance under the Transportation Infrastructure
Finance and Innovation Act ("TIFIA"), pursuant to the terms of a loan agreement, dated as of July
2, 2013 (the "2013 TIFIA Loan Agreement"), by and between the Commission and the Department
of Transportation;
WHEREAS, on March 11, 2020, the Commission adopted Resolution 20-001 (the "Prior
Resolution") approving the refunding of all or a portion of the 2013 Series A Bonds and the 2013
TIFIA Series Bonds by issuing toll revenue refunding bonds and approving the forms of certain
financing documents (collectively, the "Original Financing Documents");
WHEREAS, as a result of the COVID-19 pandemic and related market dislocations, the
Commission did not issue the authorized toll revenue refunding bonds at such time;
WHEREAS, given improvement in market conditions and current market opportunities,
the Commission hereby determines to ratify, confirm, and authorize the refunding or purchase,
including purchase in connection with a tender offer or bond exchange, of all or a portion of the
2013 Series Bonds by issuing toll revenue refunding bonds;
WHEREAS, in order to restructure and pay down existing debt, the Commission desires
to defease a portion of the outstanding 2013 Series B Bonds using surplus Toll Revenues or other
legally available funds of the Commission;
WHEREAS, the Commission has determined to ratify, confirm, and authorize the issuance
of one or more new series or subseries of tax-exempt or taxable bonds in an aggregate principal
amount not to exceed $725 million dollars ($725,000,000) and payable from Toll Revenues as
Senior Lien Obligations, Second Lien Obligations or Subordinate Obligations (each as defined in
the Toll Revenue Indenture) is necessary in order to finance any or all of the following purposes,
(i) refunding or purchasing, including in connection with a tender offer or bond exchange, all or a
portion of the outstanding 2013 Series A Bonds and 2013 Series B Bonds, (ii) refunding the 2013
TIFIA Series Bonds by prepaying the 2013 TIFIA Loan, (iii) funding capitalized interest, (iv)
funding one or more reserve funds, and (v) paying the costs of issuance incurred in connection
with such bonds, and the Commission has determined that such bonds in an amount not to exceed
such principal amount shall be issued, secured by the Toll Revenues and entitled, "Riverside
County Transportation Commission Toll Revenue Refunding Bonds," with such additional or
other series designations as may be necessary or beneficial to marketing the Toll Revenue
Refunding Bonds (the "Refunding Bonds");
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4129-2095-1856.5
WHEREAS, the Commission has further determined to ratify, confirm, and authorize the
Refunding Bonds to be issued pursuant to one or more supplemental indentures, each by and
between the Commission and the Trustee, and each amending and supplementing the Toll Revenue
Indenture as may be specified therein;
WHEREAS, the Commission has determined that securing the timely payment of the
principal of and interest on all or a portion of the Refunding Bonds by obtaining a municipal bond
insurance policy with respect thereto and obtaining one or more reserve fund policies or reserve
sureties to fund one or more reserve funds relating to the Refunding Bonds could be economically
advantageous to the Commission;
WHEREAS, in order to set forth the terms of the negotiated sale of the Refunding Bonds,
the Commission has determined to ratify, confirm, and authorize the use of one or more bond
purchase agreements (each, a "Purchase Contract") with BofA Securities, Inc., as representative
of the underwriters of the Refunding Bonds (collectively, the "Underwriters");
WHEREAS, in order to facilitate the potential tender or exchange of all or a portion of the
2013 Series Bonds, the Commission desires to authorize the use of one or more dealer manager
agreements (each, a "Dealer Manager Agreement") with BofA Securities, Inc. and Goldman Sachs
& Co. LLC (collectively, the "Dealer Managers") and one or more invitations to tender or
exchange (each, an "Invitation to Tender" and together with the Dealer Manager Agreement, the
"Tender Documents") with such additions or changes as may be necessary to effectuate any such
tender or exchange of the 2013 Series Bonds;
WHEREAS, the following updated versions of the Original Financing Documents,
together with new forms of the Tender Documents, have been prepared and presented to the
Commission (collectively, the "Financing Documents"):
(1) a proposed form of Third Supplemental Indenture, by and between the
Commission and the Trustee, providing for the issuance of one or more series
of Refunding Bonds (the "Third Supplemental Indenture");
(2) a proposed form of Fourth Supplemental Indenture, by and between the
Commission and the Trustee, providing for the issuance of one or more series
of Refunding Bonds (the "Fourth Supplemental Indenture");
a proposed form of Purchase Contract setting forth the terms of sale of the
Refunding Bonds;
(4) a proposed form of official statement in preliminary form to be distributed
in connection with the offering and sale of the Refunding Bonds (the
"Official Statement");
a proposed form of Continuing Disclosure Agreement to be executed and
delivered by the Commission (the "Continuing Disclosure Agreement") to
assist the Underwriters in satisfying their respective obligations under Rule
15c2-12 promulgated by the Securities and Exchange Commission;
(6) a proposed form of 2013A Escrow Agreement (the "2013A Escrow
Agreement"), by and between the Commission and the Trustee, as Escrow
Agent (the "Escrow Agent"), relating to the 2013 Series A Bonds;
(3)
(5)
3
4129-2095-1856.5
(7)
(8)
(9)
a proposed form of 2013B Escrow Agreement (the "2013B Escrow
Agreement"), by and between the Commission and the Escrow Agent,
relating to the 2013 Series B Bonds;
a proposed form of Dealer Manager Agreement, by and between the
Commission and the Dealer Managers, providing the terms of the tender or
exchange of the 2013 Series Bonds; and
a proposed form of Invitation to Tender, setting forth the 2013 Series Bonds
to be tendered and the terms of such invitation;
WHEREAS, the Commission has been presented with proposed forms of the Financing
Documents relating to the financing described herein (the "Financing"), and the Commission has
examined and approved each document and desires to authorize and direct the execution of such
documents as are specified herein and such other documents as are necessary in connection with
the Financing and to authorize and direct the consummation of the Financing;
WHEREAS, the Commission has previously adopted a restated local debt policy (the
"Debt Management Policy") that complies with California Government Code Section 8855(i), and
the Commission's sale and issuance of the Refunding Bonds as contemplated by this Resolution
is in compliance with the Debt Management Policy;
WHEREAS, pursuant to Section 5852.1 of the California Government Code, the
Commission has received certain representations and good faith estimates from Fieldman, Rolapp
& Associates, Inc., the Commission's municipal advisor (the "Municipal Advisor"), including: (a)
the true interest cost of the Refunding Bonds, (b) the sum of all fees and charges paid to third
parties with respect to the Refunding Bonds, (c) the amount of proceeds of the Refunding Bonds
expected to be received net of the fees and charges paid to third parties and any reserves or
capitalized interest paid or funded with proceeds of the Refunding Bonds, and (d) the sum total of
all debt service payments on the Refunding Bonds calculated to the final maturity of the Refunding
Bonds plus the fees and charges paid to third parties not paid with the proceeds of the Refunding
Bonds, and such good faith estimates have been disclosed in a staff report by the Commission at
this meeting; and
WHEREAS, all acts, conditions and things required by the Act, the Refunding Bond Law
and the Constitution and laws of the State of California to exist, to have happened and to have been
performed precedent to and in connection with the issuance of the Refunding Bonds and
consummation of the Financing authorized hereby do exist, have happened and have been
performed in regular and due time, form and manner as required by law, and the Commission is
now duly authorized and empowered, pursuant to each and every requirement of law, to authorize
such Financing and to authorize the execution of the Financing Documents, for the purposes, in
the manner and upon the terms provided;
NOW THEREFORE, THE RIVERSIDE COUNTY TRANSPORTATION
COMMISSION RESOLVES:
Section 1. The Commission finds and determines that the foregoing recitals are true
and correct and makes them an effective part of this Resolution by incorporating them herein by
reference.
4
4129-2095-1856.5
Section 2. The issuance by the Commission of not to exceed $725,000,000 aggregate
principal amount of Riverside County Transportation Commission Toll Revenue Refunding
Bonds, with such additional or other series designations as may be necessary or beneficial in
marketing the Refunding Bonds, in accordance with the provisions set forth in the Toll Revenue
Indenture, as supplemented and amended by one or more supplemental indentures, including
without limitation the Third Supplemental Indenture and the Fourth Supplemental Indenture, in
one or more series or subseries as tax-exempt or taxable bonds issued as Senior Lien Obligations,
Second Lien Obligations or Subordinate Obligations (each as defined in the Toll Revenue
Indenture), in order to provide funds for any or all of the following purposes, (i) refunding or
purchasing, including in connection with a tender offer or bond exchange, all or a portion of the
outstanding 2013 Series A Bonds and the 2013 Series B Bonds, (ii) refunding the 2013 TIFIA
Series Bonds by prepaying the 2013 TIFIA Loan, (iii) funding capitalized interest, (iv) funding
one or more reserve funds, and (v) paying the costs of issuance incurred in connection with such
bonds, is hereby authorized and approved; provided that the true interest cost for the Refunding
Bonds shall not exceed 6.00%.
Section 3. The proposed forms of Third Supplemental Indenture and Fourth
Supplemental Indenture presented to this meeting and the terms and conditions thereof are hereby
ratified, confirmed, and approved. The structure (which may include serial bonds and term bonds),
date, maturity date or dates (not to exceed June 1, 2051), fixed interest rate or rates, principal and
interest payment dates, denominations, forms, registration privileges, manner of execution, place
or places of payment, terms of redemption, additional series designation and number thereof and
other terms of the Refunding Bonds shall be (subject to the foregoing limitations) as provided in
the Toll Revenue Indenture, the Third Supplemental Indenture, the Fourth Supplemental Indenture
and any additional supplemental indentures executed in connection with the Financing, each as
finally executed and delivered. The Executive Director of the Commission (the "Executive
Director") is hereby authorized and directed, for and in the name and on behalf of the Commission,
to execute and deliver the Third Supplemental Indenture and the Fourth Supplemental Indenture,
together with any additional supplemental indentures as may be necessary or desirable in
connection with the Financing, in substantially said form, each with such changes therein as the
officer executing the same may require or approve, such approval to be conclusively evidenced by
the execution and delivery thereof.
Section 4. The proposed form of Purchase Contract presented to this meeting and the
terms and conditions thereof are hereby ratified, confirmed, and approved. The Executive Director
is hereby authorized and directed, for and in the name and on behalf of the Commission, to sell the
Refunding Bonds to the Underwriters pursuant to one or more Purchase Contracts, with the
Underwriters' compensation not to exceed 0.60% of the principal amount of the Refunding Bonds,
and to execute and deliver such Purchase Contract(s), in substantially said form, with such changes
therein as the officer executing the same may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
Section 5. The proposed form of Official Statement presented to this meeting is hereby
approved. The Executive Director is hereby authorized and directed to execute and deliver one or
more Official Statements in substantially said form, with such changes, insertions and deletions as
may be approved by the Executive Director, said execution being conclusive evidence of such
approval; and the Executive Director is hereby authorized to execute a certificate confirming that
5
4129-2095-1856.5
the Official Statements in preliminary form are "deemed final" by the Commission for purposes
of Securities and Exchange Commission Rule 15c2-12. The distribution by the Underwriters of
copies of the Official Statements in final form to the purchasers of the applicable Refunding Bonds
and the distribution by the Underwriters of the Official Statements in preliminary form to potential
purchasers of the applicable Refunding Bonds are hereby authorized and approved.
Section 6. The proposed form of Continuing Disclosure Agreement presented to this
meeting is hereby ratified, confirmed, and approved. The Executive Director is hereby authorized
and directed, for and in the name and on behalf of the Commission, to execute and deliver one or
more Continuing Disclosure Agreements in substantially said form, with such changes therein as
such officer executing the same may require or approve, such approval to be conclusively
evidenced by the execution and delivery thereof.
Section 7. The proposed forms of 2013A Escrow Agreement and 2013B Escrow
Agreement presented to this meeting are hereby ratified, confirmed, and approved. The Executive
Director is hereby authorized and directed, for and in the name and on behalf of the Commission,
to execute and deliver the 2013A Escrow Agreement and the 2013B Escrow Agreement, together
with any additional escrow agreements as may be necessary or desirable in connection with the
Financing, in substantially said form, with such changes therein as such officer executing the same
may require or approve, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 8. The proposed form of Dealer Manager Agreement presented to this meeting
is hereby approved. The Executive Director is hereby authorized and directed, for and in the name
and on behalf of the Commission, to execute and deliver one or more Dealer Manager Agreements
in substantially said form, with such changes therein as such officer executing the same may
require or approve to effectuate the purchase, including in connection with a tender offer or bond
exchange, of 2013 Series Bonds, such approval to be conclusively evidenced by the execution and
delivery thereof
Section 9. The proposed form of Invitation to Tender presented to this meeting is
hereby approved. The Executive Director is hereby authorized and directed, for and in the name
and on behalf of the Commission, to execute and deliver one or more Invitations to Tender in
substantially said form, with such changes therein as such officer executing the same may require
or approve to effectuate the purchase, including in connection with a tender offer or exchange, of
2013 Series Bonds, such approval to be conclusively evidenced by the execution and delivery
thereof.
Section 10. The Executive Director is hereby authorized and directed to negotiate with
bond insurance companies, and, if the Executive Director of the Commission, with the advice of
the Municipal Advisor, determines that it is economically advantageous and in the best interests
of the Commission, to commit to purchase bond insurance for one or more maturities or series of
the Refunding Bonds or purchase reserve fund insurance or reserve sureties to fund one or more
reserve funds relating to the Refunding Bonds on such terms as the Executive Director of the
Commission, with the advice of the Municipal Advisor, determines are appropriate.
6
4129-2095-1856.5
Section 11. The Commission hereby determines that the Debt Management Policy
complies with California Government Code Section 8855(i), and that the Refunding Bonds
authorized to be issued pursuant to this Resolution are consistent with such policy.
Section 12. The Commission hereby approves the execution and delivery of all
agreements, documents, certificates and instruments referred to herein with electronic signatures
as may be permitted under the California Uniform Electronic Transactions Act and digital
signatures as may be permitted under Section 16.5 of the California Government Code using
DocuSign.
Section 13. All approvals, consents, directions, notices, orders, requests and other
actions permitted or required by any of the documents authorized by this Resolution, the Prior
Resolution, the Toll Revenue Indenture, the 2013 TIFIA Loan Agreement, whether before or after
the issuance of the Refunding Bonds, including, without limitation, any purchase, including in
connection with a tender offer or bond exchange, of 2013 Series Bonds, any defeasance, any
amendment of any such documents or other agreement related thereto or to any of the
Commission's bonds, or any additional documents that may be required in order to effectuate a
tender or bond exchange in connection with the 2013 Series Bonds, and any of the foregoing that
may be necessary or desirable in connection with any policy of bond insurance or reserve
insurance, any reserve facility, any investment of proceeds of the Refunding Bonds, or in
connection with the addition, subtraction or replacement of underwriters, or any agreements with
consultants, paying agents, escrow agents or verification agents, the removal or replacement of the
Trustee, or any similar action may be given or taken by the Executive Director, the Deputy
Executive Director of the Commission or the Chief Financial Officer of the Commission, acting
singly (each, an "Authorized Officer"), without further authorization or direction by the
Commission, and each Authorized Officer, acting singly, is hereby authorized and directed to give
any such approval, consent, direction, notice, order, request, or other action and to execute such
documents and take any such action which such Authorized Officer may deem necessary or
desirable to further the purposes of this Resolution.
Section 14. All actions heretofore taken by the officers and agents of the Commission
with respect to the Financing, the Financing Documents, the issuance and sale of the Refunding
Bonds and any tender or bond exchange relating to the 2013 Series Bonds are hereby ratified,
confirmed and approved. If at the time of execution of any of the documents authorized herein,
the Executive Director is unavailable, such documents may be executed by the Deputy Executive
Director of the Commission or the Chief Financial Officer in lieu of the Executive Director. The
Chair of the Board or, in the absence of such official, a Vice Chair of the Board, is hereby
authorized to execute and deliver the Refunding Bonds, and the Chief Financial Officer of the
Commission is hereby authorized to countersign the Refunding Bonds. The Clerk of the Board is
hereby authorized to attest to the execution by an Authorized Officer of any of such documents as
said officers deem appropriate.
The officers and agents of the Commission are hereby authorized and directed, jointly and
severally, for and in the name and on behalf of the Commission, to adopt or amend written
procedures relating to its bonds and to do any and all things and to take any and all actions and to
execute and deliver any and all agreements, certificates and documents, including, without
limitation, redemption or defeasance notices, escrow agreements, offers to purchase the 2013
7
4129-2095-1856.5
Series bonds, including through tender or exchange, tender agent agreements, agreements relating
to bond exchanges, purchase/repurchase agreements, escrow agreements, including without
limitation escrow agreements providing for the defeasance of all or a portion of the outstanding
2013 Series A Bonds, 2013 Series B Bonds, or 2013 TIFIA Series Bonds, including any
termination agreements, reserve facility agreements, signature certificates, no litigation
certificates, certificates concerning the contents of the Official Statements and the representations
and warranties in the Purchase Contracts and the other Financing Documents, any tax certificates
or agreements, any agreements for depository or verification services, insurance agreements,
reimbursement agreements, investment instructions, including investments in State and Local
Government Series treasury securities and other investments permitted pursuant to the Toll
Revenue Indenture, including without limitation the Third Supplemental Indenture and Fourth
Supplemental Indenture, and any agreements for rebate compliance services, which they, or any
of them, may deem necessary or advisable in order to consummate the Financing, the issuance and
sale of the Refunding Bonds, the execution and delivery of the Financing Documents and
otherwise to carry out, give effect to and comply with the terms and intent of this Resolution, the
Act, the Refunding Bond Law, the Refunding Bonds and the other documents approved hereby.
Section 15. The custodian of record for this action shall be the Clerk of the Board of the
Commission at the Riverside County Transportation Commission, 4080 Lemon Street, 3rd Floor,
Riverside, CA.
Section 16. This Resolution shall take effect immediately upon its adoption and
approval.
APPROVED AND ADOPTED by the Riverside County Transportation Commission at
its meeting on September 15, 2021.
By:
Chair of the Board of Commissioners
ATTEST:
By:
Clerk of the Board of the Commission
8
4129-2095-1856.5
CERTIFICATE OF THE CLERK OF THE BOARD OF THE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
I, Lisa Mobley, Clerk of the Board of the Riverside County Transportation Commission
(the "Commission"), hereby certify that the foregoing is a full, true and correct copy of a resolution
duly adopted by at least a two-thirds vote of the Commission at a meeting of the governing board
of said Commission duly and regularly held in Riverside, California, on September 15, 2021, of
which meeting all of the members of said Commission had due notice.
I further certify that I have carefully compared the foregoing copy with the original minutes
of said meeting on file and of record in my office; that said copy is a full, true and correct copy of
the original resolution adopted at said meeting and entered in said minutes; and that said resolution
has not been amended, modified, rescinded or revoked in any manner since the date of its adoption,
and the same is now in full force and effect.
I further certify that an agenda of said meeting was posted at least 72 hours before said
meeting at a location in Riverside, California, freely accessible to the public and a brief general
description of the resolution to be adopted at said meeting appeared on said agenda.
IN WITNESS WHEREOF, I have executed this certificate hereto as of this date,
, 2021.
By
Clerk
4129-2095-1856.5
ATTACHMENT 2
NRF DRAFT
8/31/21
PRELIMINARY OFFICIAL STATEMENT DATED SEPTEMBER _, 2021
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NEW ISSUE -FULL BOOK -ENTRY
[DAC Logo]
Senior Lien Bonds
S&P: "[Al"
Fitch: "[BBB+]"
RATINGS:
Second Lien Bonds
S&P: "[A-1"
Fitch: "[BBB]"
(See "RATINGS" herein)
In the opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, based upon an
analysis of existing laws, regulations, rulings and court decisions, and assuming, among other matters, the accuracy
of certain representations and compliance with certain covenants, interest on the 2021 Series B Senior Bonds (as
defined below) and the 2021 Series C Second Lien Bonds (as defined below) is excluded from gross income for
federal income tax purposes under Section 103 of the Internal Revenue Code of 1986 (the "Code'). In the further
opinion of Bond Counsel, interest on the 2021 Series B Senior Bonds and the 2021 Series C Second Lien Bonds is not
a specific preference item for purposes of the federal alternative minimum tax. Bond Counsel is also of the opinion
that interest on the 2021 Series Bonds (as defined below) is exempt from State of California personal income taxes.
Bond Counsel observes that interest on the 2021 Series A Senior Bonds (as defined below) is not excluded from gross
income for federal income tax purposes. Bond Counsel expresses no opinion regarding any other tax consequences
related to the ownership or disposition of or the amount, accrual or receipt of interest on, the 2021 Series Bonds. See
"TAX MATTERS" herein.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
(RCTC 91 Express Lanes)
$[Series A Par]"
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
$[Series B Par]*
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
$[Series C Par]*
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
Dated: Date of Delivery Due: June 1, as shown on inside cover
The above -captioned respective series of bonds (collectively, the "2021 Series Bonds") will be issued as fully -registered
bonds by the Riverside County Transportation Commission (the "Commission ") pursuant to the Master Indenture, dated as of
June 1, 2013 (the "Master Indenture," and as amended and supplemented, the "Indenture"), as amended and supplemented by a
Third Supplemental Indenture, dated as of October 1, 2021 (the "Third Supplemental Indenture") and a Fourth Supplemental
Indenture, dated as of October 1, 2021 (the "Fourth Supplemental Indenture"), each by and between the Commission and U.S.
Bank National Association, as successor trustee (the "Trustee"). The 2021 Series Bonds constitute limited obligations of the
Commission payable solely from and secured by their respective liens on, pledges of, and security interests in the Trust Estate,
which consists primarily of Toll Revenues of the RCTC 91 Express Lanes (as defined herein), subject to the provisions of the
Indenture permitting the prior application thereof for the purposes described therein. Capitalized terms used on this cover page
and not otherwise defined shall have the meanings assigned to them herein or in "APPENDIX D — SUMMARY OF CERTAIN
PROVISIONS OF THE INDENTURE — Definitions."
The proceeds of the Commission's Toll Revenue Senior Lien Refunding Bonds, 2021 Series A (Federally Taxable) (the
"2021 Series A Senior Bonds") will be used to (i) refund all or a portion of the Commission's outstanding Toll Revenue Senior
Lien Bonds, 2013 Series A (Current Interest Obligations) (the "2013 Series A Senior Bonds"), (ii) fund capitalized interest with
respect to the 2021 Series A Senior Bonds, (iii) make a deposit to the 2013 Bonds Reserve Account (which will secure the 2021
Series A Senior Bonds and the 2013 Series B Senior Bonds, as defined herein), and (iv) pay certain costs of issuance of the 2021
Series A Senior Bonds, as described herein. The proceeds of the Commission's Toll Revenue Senior Lien Refunding Bonds,
2021 Series B (the "2021 Series B Senior Bonds") will be used to (i) refund and prepay a portion of the Commission's
outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series by prepaying a corresponding portion of its obligations under
the related TIFIA Loan Agreement (collectively, the "TIFIA Obligations"), (ii) pay the purchase price of 2013 Series A Senior
Bonds accepted for tender for cash, if any, (iii) refund 2013 Series A Senior Bonds tendered for exchange, if any, (iv) make a
* Preliminary, subject to change.
99223117.18
deposit to the 2021 Series B Senior Bonds Reserve Account, and (v) pay certain costs of issuance of the 2021 Series B Senior
Bonds, as described herein. The proceeds of the Commission's Toll Revenue Second Lien Bonds, 2021 Series C (the "2021
Series C Second Lien Bonds") will be used to (i) refund and prepay the remaining portion of the Commission's outstanding
TIFIA Obligations, (ii) make a deposit to the 2021 Series C Second Lien Obligations Reserve Account, and (iii) pay certain costs
of issuance of the 2021 Series C Second Lien Bonds, as described herein. See "FINANCING PLAN" and "ESTIMATED
SOURCES AND USES OF BOND PROCEEDS."
As of the date hereof, the Commission has Outstanding $123,825,000 aggregate principal amount of its 2013 Series A
Senior Bonds. As of August 31, 2021, the Commission had Outstanding approximately $89,708,073 in accreted value of its Toll
Revenue Senior Lien Bonds, 2013 Series B (Capital Appreciation Obligations) (the "2013 Series B Senior Bonds") and
$507,716,613 principal amount plus compounded interest of TIFIA Obligations, which are Subordinate Obligations under the
Indenture. Upon the issuance of the 2021 Series Bonds and deposit of other Commission funds with U.S. Bank National
Association, all or a portion of the 2013 Series A Bonds, a portion the 2013 Series B Bonds, and all of the TIFIA Obligations
will be refunded and no longer Outstanding. See "FINANCING PLAN" and "ESTIMATED SOURCES AND USES OF BOND
PROCEEDS."
Interest on the 2021 Series Bonds will accrue from the date of initial delivery thereof, and will be payable on each June
1 and December 1, commencing June 1, 2022. The 2021 Series Bonds initially are issuable only to Cede & Co., the nominee of
The Depository Trust Company, New York, New York ("DTC"), pursuant to the Book -Entry System described herein.
Beneficial ownership may be acquired in Authorized Denominations of $1,000 principal amount and any integral multiple
thereof. Debt service payments on the 2021 Series Bonds will be payable by the Trustee to DTC, which will make distribution of
the amounts so paid to the beneficial owners thereof. See "APPENDIX G — BOOK -ENTRY SYSTEM AND GLOBAL
CLEARANCE PROCEDURES."
The 2021 Series Bonds are subject to redemption prior to maturity as described herein. See "THE 2021 SERIES
BONDS — Redemption."
The Third Supplemental Indenture amends certain provisions of the Indenture. As provided in the Indenture,
purchasers of the 2021 Series Bonds are deemed to have irrevocably consented and agreed to the amendments to the
Indenture set forth in the Third Supplemental Indenture. For a detailed description of the Amendments, investors must
review the applicable portions of "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE."
This cover page contains information for quick reference only. It is not intended to be a summary of all factors
relating to an investment in the 2021 Series Bonds. Investors must read the entire Official Statement before making any
investment decision.
THE 2021 SERIES BONDS CONSTITUTE LIMITED OBLIGATIONS OF THE COMMISSION SECURED BY
AND PAYABLE SOLELY FROM THE TRUST ESTATE. NEITHER THE FULL FAITH AND CREDIT NOR THE TAXING
POWER OF THE COUNTY OF RIVERSIDE, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR
PUBLIC AGENCY THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2021
SERIES BONDS.
The 2021 Series Bonds are offered when, as and if issued and received by the Underwriters, subject to the approval of
validity by Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission, and certain other conditions. The 2021 Series
B Bonds are offered pursuant to this Official Statement and through the Dealer Managers pursuant to the Invitation to Tender or
Exchange Bonds dated September _, 2021. Certain legal matters will be passed upon for the Commission by Norton Rose
Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by Best Best & Krieger LLP, Riverside, California, the
Commission's General Counsel. Certain legal matters will be passed upon for the Underwriters and Dealer Managers by
Stradling Yocca Carlson & Rauth, a Professional Corporation, Newport Beach, California. It is anticipated that the 2021 Series
Bonds will be available for delivery through the book -entry facilities of DTC on or about October _, 2021.
BofA Securities Goldman Sachs & Co. LLC
J.P. Morgan Siebert Williams Shank & Co., LLC Wells Fargo Securities
Dated: September _, 2021
99223117.18
MATURITY SCHEDULE*
$[Series A Par]*
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
Maturity Date Principal Interest
(June 1) Amount* Rate
2026
2030
2031
2032
2033
2034
2035
Yield
CUSIP*
Price (Base No.76912D)
% Term Bonds due June 1, 20 — Yield: % — Price: % — CUSIPt
$[Series B Par]*
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
Maturity Date Principal Interest
(June 1) Amount* Rate
2026
2027
2028
2036
2037
2038
2039
2040
Yield
CUSIPt
Price (Base No.76912D)
% Term Bonds due June 1, 20 — Yield: % — Price: % — CUSIPt
* % Term Bonds due June 1, 20 — Yield: % — Price: % — CUSIPt
Preliminary, subject to change.
1 CUSIP numbers have been assigned to these issues by CUSIP Global Services, and are included solely for the convenience of the
owners of the 2021 Series Bonds. None of the Commission, the Municipal Advisor, the Underwriters or the Dealer Managers are
responsible for the selection or correctness of the CUSIP numbers set forth herein. The CUSIP number for a specific maturity is subject
to being changed after the issuance of the 2021 Series Bonds as a result of various subsequent actions, including but not limited to, a
refunding in whole or in part of such maturity, or as a result of the procurement of secondary market portfolio insurance or other similar
enhancement by investors that is applicable to all or a portion of the 2021 Series Bonds.
99223117.18
$[Series C Par]*
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
Maturity Date Principal Interest
(June 1) Amount* Rate
Yield
CUSIP§
Price (Base No.76912D)
2030
2031
2032
2033
2034
2035
2040
% Term Bonds due June 1, 20 — Yield: % — Price: % — CUSIPt
Preliminary, subject to change.
t CUSIP numbers have been assigned to these issues by CUSIP Global Services, and are included solely for the convenience of the
owners of the 2021 Series Bonds. None of the Commission, the Municipal Advisor, the Underwriters, or the Dealer Managers are
responsible for the selection or correctness of the CUSIP numbers set forth herein. The CUSIP number for a specific maturity is subject
to being changed after the issuance of the 2021 Series Bonds as a result of various subsequent actions, including but not limited to, a
refunding in whole or in part of such maturity, or as a result of the procurement of secondary market portfolio insurance or other similar
enhancement by investors that is applicable to all or a portion of the 2021 Series Bonds.
99223117.18
RCTC 91 Express Lanes
RIVERSIDE
COUNTY
-Ace
Ave
Legend 1 91 Express Lanes Extension <> CarpoolVerification Point
91 Express Lanes Entry/Exit Paints and Price Signs
99223117.18
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
BOARD MEMBERS
Jan Harnik, Chair (City of Palm Desert)
V. Manuel Perez, Vice Chair (County of Riverside)
Bob Magee 2nd Vice Chair (City of Lake Elsinore)
Kevin Jeffries (County of Riverside)
Karen Spiegel (County of Riverside)
Chuck Washington (County of Riverside)
Jeff Hewitt (County of Riverside)
Kyle Pingree (City of Banning)
Lloyd White (City of Beaumont)
Joseph DeConinck (City of Blythe)
Linda Molina (City of Calimesa)
Jeremy Smith (City of Canyon Lake)
Raymond Gregory (City of Cathedral City)
Steven Hernandez (City of Coachella)
Wes Speake (City of Corona)
Scott Matas (City of Desert Hot Springs)
Clint Lorimore (City of Eastvale)
Linda Krupa (City of Hemet)
Dana Reed (City of Indian Wells)
Waymond Fermon (City of Indio)
Brian Berkson (City of Jurupa Valley)
Kathleen Fitzpatrick (City of La Quinta)
Bill Zimmerman (City of Menifee)
Yxstain Gutierrez (City of Moreno Valley)
Scott Vinton (City of Murrieta)
Ted Hoffman (City of Norco)
Lisa Middleton (City of Palm Springs)
Michael M. Vargas (City of Perris)
Ted Weill (City of Rancho Mirage)
Chuck Conder (City of Riverside)
Alonso Ledezma (City of San Jacinto)
Matt Rahn (City of Temecula)
Ben J. Benoit, (City of Wildomar)
Mike Beauchamp (Caltrans District 8)
MANAGEMENT
Executive Director
Anne Mayer
Deputy Executive Director
John Standiford
Chief Financial Officer
Theresia Trevino'
Toll Project Delivery Director Toll Operations Director
David Thomas Jennifer Crosson
SPECIAL SERVICES
Municipal Advisor
Fieldman, Rolapp & Associates, Inc.
Irvine, California
Disclosure Counsel
Norton Rose Fulbright US LLP
Los Angeles, California
Bond Counsel
Orrick, Herrington & Sutcliffe LLP
San Francisco, California
Trustee
U.S. Bank National Association
Los Angeles, California
Verification Agent
Causey Demgen & Moore P.C.
Denver, Colorado
(1) Ms. Trevino will be retiring at the end of 2021. A replacement has not yet been named.
99223117.18
No dealer, salesman or any other person has been authorized by the Riverside County
Transportation Commission (the "Commission"), the Underwriters of the 2021 Series Bonds (the
"Underwriters"), or the Dealer Managers to give any information or to make any representations, other
than those contained in this Official Statement, and, if given or made, such other information or
representations must not be relied upon as having been authorized by the Commission, the Underwriters,
or the Dealer Managers.
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 2021 Series 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 2021 Series Bonds. Neither the delivery of this Official Statement nor
the sale of any of the 2021 Series Bonds implies that the information herein is correct as of any time
subsequent to the date hereof. 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 the implication that there has been no change in the matters described
herein since the date hereof. This Official Statement is submitted in connection with the sale of securities
referred to herein and may not be reproduced or be used, as a whole or in part, for any other purpose.
The information set forth herein has been obtained from the Commission and other sources
believed to be reliable. The information and expressions of opinions herein are subject to change without
notice and neither delivery of the 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. All summaries contained herein of the Indenture (as defined herein) or other
documents are made subject to the provisions of such documents and do not purport to be complete
statements of any or all of such provisions. All statements made herein are made as of the date of this
document by the Commission except statistical information or other statements where some other date is
indicated in the text.
The Underwriters and Dealer Managers have provided the following sentence for inclusion in this
Official Statement. The Underwriters and Dealer Managers have reviewed the information in this
Official Statement in accordance with, and as part of, their responsibilities to investors under the federal
securities laws as applied to the facts and circumstances of this transaction, but the Underwriters and
Dealer Managers do not guarantee the accuracy or completeness of such information.
This Official Statement, including any supplement or amendment hereto, is intended to be
deposited with the Municipal Securities Rulemaking Board through the Electronic Municipal Market
Access ("EMMA") website.
The Commission maintains a website with information pertaining to the Commission. However,
the information presented therein is not incorporated into this Official Statement and should not be relied
upon in making investment decisions with respect to the 2021 Series Bonds.
99223117.18
FORWARD -LOOKING STATEMENTS
Certain statements included or incorporated by reference in this Official Statement constitute
forward -looking statements. Such statements are generally identifiable by the terminology used such as
"plan," "expect," "estimate," "project," "budget," "forecast," "assume" and other similar words. The
achievement of certain results or other expectations contained in such forward -looking statements involve
known and unknown risks, uncertainties, assumptions and other factors which may cause actual results,
performance or achievements described to be materially different from any future results, performance or
achievements expressed or implied by such forward -looking statements. No assurance is given that actual
results will meet the forecasts of the Commission in any way, regardless of the level of optimism
communicated in the information. The Commission is not obligated to issue any updates or revisions to
the forward -looking statements if or when its expectations, or events, conditions or circumstances on
which such statements are based do or do not occur.
99223117.18
INFORMATION CONCERNING OFFERING RESTRICTIONS
IN CERTAIN JURISDICTIONS OUTSIDE THE UNITED STATES
REFERENCES IN THIS SECTION TO THE "ISSUER" MEAN THE RIVERSIDE COUNTY
TRANSPORTATION COMMISSION AND REFERENCES TO "2021 SERIES A SENIOR BONDS"
OR "SECURITIES" MEAN THE COMMISSION'S TOLL REVENUE SENIOR LIEN REFUNDING
BONDS, 2021 SERIES A (FEDERALLY TAXABLE).
THE INFORMATION UNDER THIS CAPTION HAS BEEN FURNISHED BY THE
UNDERWRITERS, AND THE ISSUER MAKES NO REPRESENTATION AS TO THE ACCURACY,
COMPLETENESS OR ADEQUACY OF THE INFORMATION UNDER THIS CAPTION.
COMPLIANCE WITH ANY RULES OR RESTRICTIONS OF ANY JURISDICTION
RELATING TO THE OFFERING, SOLICITATION AND/OR SALE OF THE 2021 SERIES A
SENIOR BONDS IS THE RESPONSIBILITY OF THE UNDERWRITERS, AND THE ISSUER
SHALL NOT HAVE ANY RESPONSIBILITY OR LIABILITY IN CONNECTION THEREWITH. NO
ACTION HAS BEEN TAKEN BY THE ISSUER THAT WOULD PERMIT THE OFFERING OR
SALE OF THE 2021 SERIES A SENIOR BONDS, OR POSSESSION OR DISTRIBUTION OF THIS
OFFICIAL STATEMENT OR ANY OTHER OFFERING OR PUBLICITY MATERIAL RELATING
TO THE 2021 SERIES A SENIOR BONDS, OR ANY INFORMATION RELATING TO THE
PRICING OF THE 2021 SERIES A SENIOR BONDS, IN ANY NON-U.S. JURISDICTION WHERE
ACTION FOR THAT PURPOSE IS REQUIRED.
MINIMUM UNIT SALES
THE 2021 SERIES A SENIOR BONDS WILL TRADE AND SETTLE ON A UNIT BASIS
(ONE UNIT EQUALING ONE 2021 SERIES A SENIOR BOND OF $1,000 PRINCIPAL AMOUNT).
FOR ANY SALES MADE OUTSIDE THE UNITED STATES, THE MINIMUM PURCHASE AND
TRADING AMOUNT IS 150 UNITS (BEING 150 2021 SERIES A SENIOR BONDS IN AN
AGGREGATE PRINCIPAL AMOUNT OF $150,000).
NOTICE TO PROSPECTIVE INVESTORS IN CANADA
THE 2021 SERIES A SENIOR BONDS MAY BE SOLD ONLY TO PURCHASERS
PURCHASING, OR DEEMED TO BE PURCHASING, AS PRINCIPAL THAT ARE ACCREDITED
INVESTORS, AS DEFINED IN NATIONAL INSTRUMENT 45-106 PROSPECTUS EXEMPTIONS
OR SUBSECTION 73.3(1) OF THE SECURITIES ACT (ONTARIO), AND ARE PERMITTED
CLIENTS, AS DEFINED IN NATIONAL INSTRUMENT 31-103 REGISTRATION REQUIREMENTS,
EXEMPTIONS AND ONGOING REGISTRANT OBLIGATIONS. ANY RESALE OF THE 2021 SERIES
A SENIOR BONDS MUST BE MADE IN ACCORDANCE WITH AN EXEMPTION FROM, OR IN A
TRANSACTION NOT SUBJECT TO, THE PROSPECTUS REQUIREMENTS OF APPLICABLE
SECURITIES LAWS.
SECURITIES LEGISLATION IN CERTAIN PROVINCES OR TERRITORIES OF CANADA
MAY PROVIDE A PURCHASER WITH REMEDIES FOR RESCISSION OR DAMAGES IF THIS
OFFICIAL STATEMENT (INCLUDING ANY AMENDMENT THERETO) CONTAINS A
MISREPRESENTATION, PROVIDED THAT THE REMEDIES FOR RESCISSION OR DAMAGES
ARE EXERCISED BY THE PURCHASER WITHIN THE TIME LIMIT PRESCRIBED BY THE
SECURITIES LEGISLATION OF THE PURCHASER'S PROVINCE OR TERRITORY. THE
PURCHASER SHOULD REFER TO ANY APPLICABLE PROVISIONS OF THE SECURITIES
LEGISLATION OF THE PURCHASER'S PROVINCE OR TERRITORY FOR PARTICULARS OF
99223117.18
THESE RIGHTS OR CONSULT WITH A LEGAL ADVISOR.
PURSUANT TO SECTION 3A.3 (OR, IN THE CASE OF SECURITIES ISSUED OR
GUARANTEED BY THE GOVERNMENT OF A NON -CANADIAN JURISDICTION, SECTION
3A.4) OF NATIONAL INSTRUMENT 33-105 UNDERWRITING CONFLICTS ("NI 33-105"), THE
UNDERWRITERS ARE NOT REQUIRED TO COMPLY WITH THE DISCLOSURE
REQUIREMENTS OF NI 33-105 REGARDING UNDERWRITER CONFLICTS OF INTEREST IN
CONNECTION WITH THIS OFFERING.
NOTICE TO PROSPECTIVE INVESTORS IN THE
EUROPEAN ECONOMIC AREA AND THE UNITED KINGDOM
THIS OFFICIAL STATEMENT HAS BEEN PREPARED ON THE BASIS THAT ALL
OFFERS OF THE SECURITIES TO ANY PERSON THAT IS LOCATED WITHIN A MEMBER
STATE OF THE EUROPEAN ECONOMIC AREA ("EEA") OR THE UNITED KINGDOM WILL BE
MADE PURSUANT TO AN EXEMPTION UNDER ARTICLE 1(4) REGULATION (EU) 2017/1129
(THE "PROSPECTUS REGULATION") FROM THE REQUIREMENT TO PRODUCE A
PROSPECTUS FOR OFFERS OF THE SECURITIES. ACCORDINGLY, ANY PERSON MAKING
OR INTENDING TO MAKE ANY OFFER TO ANY PERSON LOCATED WITHIN A MEMBER
STATE OF THE EEA OR THE UNITED KINGDOM OF THE SECURITIES SHOULD ONLY DO SO
IN CIRCUMSTANCES IN WHICH NO OBLIGATION ARISES FOR THE ISSUER OR ANY OF THE
INITIAL PURCHASERS TO PRODUCE A PROSPECTUS OR SUPPLEMENT FOR SUCH AN
OFFER. NEITHER THE ISSUER NOR THE INITIAL PURCHASERS HAVE AUTHORIZED, NOR
DO THEY AUTHORIZE, THE MAKING OF ANY OFFER OF SECURITIES THROUGH ANY
FINANCIAL INTERMEDIARY, OTHER THAN OFFERS MADE BY THE INITIAL PURCHASERS,
WHICH CONSTITUTE THE FINAL PLACEMENT OF THE SECURITIES CONTEMPLATED IN
THIS OFFICIAL STATEMENT.
THE OFFER OF ANY SECURITIES WHICH IS THE SUBJECT OF THE OFFERING
CONTEMPLATED BY THIS OFFICIAL STATEMENT IS NOT BEING MADE AND WILL NOT BE
MADE TO THE PUBLIC IN ANY MEMBER STATE OF THE EEA OR THE UNITED KINGDOM,
OTHER THAN: (A) TO ANY LEGAL ENTITY WHICH IS A "QUALIFIED INVESTOR" AS SUCH
TERM IS DEFINED IN THE PROSPECTUS REGULATION; (B) TO FEWER THAN 150 NATURAL
OR LEGAL PERSONS (OTHER THAN "QUALIFIED INVESTORS" AS SUCH TERM IS DEFINED
IN THE PROSPECTUS REGULATION); OR (C) IN ANY OTHER CIRCUMSTANCES FALLING
WITHIN ARTICLE 1(4) OF THE PROSPECTUS REGULATION, SUBJECT TO OBTAINING THE
PRIOR CONSENT OF THE RELEVANT UNDERWRITER FOR ANY SUCH OFFER; PROVIDED
THAT NO SUCH OFFER OF THE SECURITIES SHALL REQUIRE THE ISSUER OR THE INITIAL
PURCHASERS TO PUBLISH A PROSPECTUS PURSUANT TO ARTICLE 3 OF THE PROSPECTUS
REGULATION OR A SUPPLEMENT TO A PROSPECTUS PURSUANT TO ARTICLE 23 OF THE
PROSPECTUS REGULATION.
FOR THE PURPOSES OF THIS PROVISION, THE EXPRESSION AN "OFFER OF
SECURITIES TO THE PUBLIC" IN RELATION TO THE SECURITIES IN ANY MEMBER STATE
OF THE EEA OR THE UNITED KINGDOM MEANS THE COMMUNICATION IN ANY FORM
AND BY ANY MEANS OF SUFFICIENT INFORMATION ON THE TERMS OF THE OFFER AND
THE SECURITIES TO BE OFFERED SO AS TO ENABLE AN INVESTOR TO DECIDE TO
PURCHASE THE SECURITIES.
99223117.18
EACH SUBSCRIBER FOR OR PURCHASER OF THE 2021 SERIES A SENIOR BONDS IN
THE OFFERING LOCATED WITHIN A MEMBER STATE OR THE UNITED KINGDOM WILL BE
DEEMED TO HAVE REPRESENTED, ACKNOWLEDGED AND AGREED THAT IT IS A
"QUALIFIED INVESTOR" AS DEFINED IN THE PROSPECTUS REGULATION. THE ISSUER
AND EACH UNDERWRITER AND OTHERS WILL RELY ON THE TRUTH AND ACCURACY OF
THE FOREGOING REPRESENTATION, ACKNOWLEDGEMENT AND AGREEMENT.
PROHIBITION OF SALES TO EEA OR THE UNITED KINGDOM RETAIL INVESTORS -
THE 2021 SERIES A SENIOR BONDS ARE NOT INTENDED TO BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO AND SHOULD NOT BE OFFERED, SOLD OR
OTHERWISE MADE AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR IN THE
UNITED KINGDOM. FOR THESE PURPOSES, A RETAIL INVESTOR MEANS A PERSON WHO
IS ONE (OR MORE) OF: (I) A RETAIL CLIENT AS DEFINED IN POINT (11) OF ARTICLE 4(1) OF
DIRECTIVE 2014/65/EU (AS AMENDED, "MIFID II"); OR (II) A CUSTOMER WITHIN THE
MEANING OF DIRECTIVE (EU) 2016/97 (THE "INSURANCE DISTRIBUTION DIRECTIVE"),
WHERE THAT CUSTOMER WOULD NOT QUALIFY AS A PROFESSIONAL CLIENT AS
DEFINED IN POINT (10) OF ARTICLE 4(1) OF MIFID II. CONSEQUENTLY NO KEY
INFORMATION DOCUMENT REQUIRED BY REGULATION (EU) NO 1286/2014 (THE "PRIIPS
REGULATION") FOR OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING THEM
AVAILABLE TO RETAIL INVESTORS IN THE EEA OR IN THE UNITED KINGDOM HAS BEEN
PREPARED AND THEREFORE OFFERING OR SELLING THE NOTES OR OTHERWISE MAKING
THEM AVAILABLE TO ANY RETAIL INVESTOR IN THE EEA OR IN THE UNITED KINGDOM
MAY BE UNLAWFUL UNDER THE PRIIPS REGULATION.
NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED KINGDOM
THIS OFFICIAL STATEMENT IS FOR DISTRIBUTION ONLY TO, AND IS DIRECTED
SOLELY AT, PERSONS WHO (I) ARE OUTSIDE THE UNITED KINGDOM, (II) ARE
INVESTMENT PROFESSIONALS, AS SUCH TERM IS DEFINED IN ARTICLE 19(5) OF THE
FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS
AMENDED (THE "FINANCIAL PROMOTION ORDER"), (III) ARE PERSONS FALLING WITHIN
ARTICLE 49(2)(A) TO (D) OF THE FINANCIAL PROMOTION ORDER, OR (IV) ARE PERSONS
TO WHOM AN INVITATION OR INDUCEMENT TO ENGAGE IN INVESTMENT ACTIVITY
(WITHIN THE MEANING OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000) IN CONNECTION WITH THE ISSUE OR SALE OF ANY 2021 SERIES A SENIOR BONDS
MAY OTHERWISE BE LAWFULLY COMMUNICATED OR CAUSED TO BE COMMUNICATED
(ALL SUCH PERSONS TOGETHER BEING REFERRED TO AS "RELEVANT PERSONS"). THIS
OFFICIAL STATEMENT IS DIRECTED ONLY AT RELEVANT PERSONS AND MUST NOT BE
ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVANT PERSONS. ANY
INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS OFFICIAL STATEMENT
RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY
WITH RELEVANT PERSONS. ANY PERSON WHO IS NOT A RELEVANT PERSON SHOULD
NOT ACT OR RELY ON THIS OFFICIAL STATEMENT OR ANY OF ITS CONTENTS.
NOTICE TO PROSPECTIVE INVESTORS IN SWITZERLAND
THE 2021 SERIES A SENIOR BONDS MAY NOT BE PUBLICLY OFFERED, DIRECTLY
OR INDIRECTLY, IN SWITZERLAND WITHIN THE MEANING OF THE SWISS FINANCIAL
99223117.18
SERVICES ACT (THE "FINSA"), AND NO APPLICATION HAS BEEN OR WILL BE MADE TO
ADMIT THE 2021 SERIES A SENIOR BONDS TO TRADING ON ANY TRADING VENUE
(EXCHANGE OR MULTILATERAL TRADING FACILITY) IN SWITZERLAND. NEITHER THIS
OFFICIAL STATEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL
RELATING TO THE 2021 SERIES A SENIOR BONDS (1) CONSTITUTES A PROSPECTUS
PURSUANT TO THE FINSA OR (2) HAS BEEN OR WILL BE FILED WITH OR APPROVED BY A
SWISS REVIEW BODY PURSUANT TO ARTICLE 52 OF THE FINSA, AND NEITHER THIS
OFFICIAL STATEMENT NOR ANY OTHER OFFERING OR MARKETING MATERIAL
RELATING TO THE 2021 SERIES A SENIOR BONDS MAY BE PUBLICLY DISTRIBUTED OR
OTHERWISE MADE PUBLICLY AVAILABLE IN SWITZERLAND.
NOTICE TO PROSPECTIVE INVESTORS IN HONG KONG
WARNING. THE CONTENTS OF THIS OFFICIAL STATEMENT HAVE NOT BEEN
REVIEWED BY ANY REGULATORY AUTHORITY IN HONG KONG. YOU ARE ADVISED TO
EXERCISE CAUTION IN RELATION TO THE OFFER OF THE 2021 SERIES A SENIOR BONDS.
IF YOU ARE IN ANY DOUBT ABOUT ANY OF THE CONTENTS OF THIS DOCUMENT, YOU
SHOULD OBTAIN INDEPENDENT PROFESSIONAL ADVICE.
THIS DOCUMENT HAS NOT BEEN, AND WILL NOT BE, REGISTERED AS A
PROSPECTUS IN HONG KONG NOR HAS IT BEEN APPROVED BY THE SECURITIES AND
FUTURES COMMISSION OF HONG KONG PURSUANT TO THE SECURITIES AND FUTURES
ORDINANCE (CHAPTER 571 OF THE LAWS OF HONG KONG) ("SFO"). THE 2021 SERIES A
SENIOR BONDS MAY NOT BE OFFERED OR SOLD IN HONG KONG BY MEANS OF THIS
DOCUMENT OR ANY OTHER DOCUMENT, AND THIS DOCUMENT MUST NOT BE ISSUED,
CIRCULATED OR DISTRIBUTED IN HONG KONG, OTHER THAN TO 'PROFESSIONAL
INVESTORS' AS DEFINED IN THE SFO AND ANY RULES MADE THEREUNDER. IN
ADDITION, NO PERSON MAY ISSUE OR HAVE IN ITS POSSESSION FOR THE PURPOSES OF
ISSUE, WHETHER IN HONG KONG OR ELSEWHERE, ANY ADVERTISEMENT, INVITATION
OR DOCUMENT RELATING TO THE 2021 SERIES A SENIOR BONDS, WHICH IS DIRECTED
AT, OR THE CONTENTS OF WHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE
PUBLIC OF HONG KONG (EXCEPT IF PERMITTED TO DO SO UNDER THE SECURITIES LAWS
OF HONG KONG) OTHER THAN WITH RESPECT TO 2021 SERIES A SENIOR BONDS WHICH
ARE OR ARE INTENDED TO BE DISPOSED OF ONLY (A) TO PERSONS OUTSIDE HONG
KONG, OR (B) TO 'PROFESSIONAL INVESTORS' AS DEFINED IN THE SFO AND ANY RULES
MADE THEREUNDER.
NOTICE TO PROSPECTIVE INVESTORS IN JAPAN
THE 2021 SERIES A SENIOR BONDS HAVE NOT BEEN AND WILL NOT BE
REGISTERED UNDER ARTICLE 4, PARAGRAPH 1 OF THE FINANCIAL INSTRUMENTS AND
EXCHANGE ACT OF JAPAN (ACT NO.25 OF 1948, AS AMENDED THE "FIEA"). IN RELIANCE
UPON THE EXEMPTION FROM THE REGISTRATION REQUIREMENTS SINCE THE OFFERING
CONSTITUTES THE PRIVATE PLACEMENT TO QUALIFIED INSTITUTIONAL INVESTORS
ONLY AS PROVIDED FOR IN "I" OF ARTICLE 2, PARAGRAPH 3, ITEM 2 OF THE FIEA. A
TRANSFEROR OF THE 2021 SERIES A SENIOR BONDS SHALL NOT TRANSFER OR RESELL
THEM EXCEPT WHERE A TRANSFEREE IS A QUALIFIED INSTITUTIONAL INVESTORS AS
DEFINED UNDER ARTICLE 10 OF THE CABINET OFFICE ORDINANCE CONCERNING
99223117.18
DEFINITIONS PROVIDED IN ARTICLE 2 OF THE FIEA (THE MINISTRY OF FINANCE
ORDINANCE NO.14 OF 1993, AS AMENDED).
NOTICE TO PROSPECTIVE INVESTORS IN SOUTH KOREA
THIS OFFICIAL STATEMENT IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE
CONSIDERED AS, A PUBLIC OFFERING OF SECURITIES IN SOUTH KOREA FOR THE
PURPOSES OF THE FINANCIAL INVESTMENT SERVICES AND CAPITAL MARKETS ACT OF
KOREA. THE 2021 SERIES A SENIOR BONDS HAVE NOT BEEN AND WILL NOT BE
REGISTERED WITH THE FINANCIAL SERVICES COMMISSION OF SOUTH KOREA FOR
PUBLIC OFFERING IN SOUTH KOREA UNDER THE FINANCIAL INVESTMENT SERVICES
AND CAPITAL MARKETS ACT AND ITS SUBORDINATE DECREES AND REGULATIONS
(COLLECTIVELY, THE "FSCMA"). THE 2021 SERIES A SENIOR BONDS MAY NOT BE
OFFERED, REMARKETED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR
OFFERED, REMARKETED OR SOLD TO ANY PERSON FOR RE -OFFERING OR RESALE,
DIRECTLY OR INDIRECTLY, IN SOUTH KOREA OR TO ANY RESIDENT OF SOUTH KOREA
(AS DEFINED IN THE FOREIGN EXCHANGE TRANSACTIONS LAW OF SOUTH KOREA AND
ITS SUBORDINATE DECREES AND REGULATIONS (COLLECTIVELY, THE "FETL")) WITHIN
ONE YEAR OF THE ISSUANCE OF THE 2021 SERIES A SENIOR BONDS, EXCEPT AS
OTHERWISE PERMITTED UNDER APPLICABLE SOUTH KOREAN LAWS AND
REGULATIONS, INCLUDING THE FSCMA AND THE FETL.
NOTICE TO PROSPECTIVE INVESTORS IN TAIWAN
THE 2021 SERIES A SENIOR BONDS HAVE NOT BEEN AND WILL NOT BE
REGISTERED OR FILED WITH, OR APPROVED BY THE FINANCIAL SUPERVISORY
COMMISSION OF TAIWAN, THE REPUBLIC OF CHINA ("TAIWAN") AND/OR OTHER
REGULATORY AUTHORITY OR AGENCY OF TAIWAN PURSUANT TO RELEVANT
SECURITIES LAWS AND REGULATIONS OF TAIWAN AND MAY NOT BE ISSUED, OFFERED,
OR SOLD IN TAIWAN THROUGH A PUBLIC OFFERING OR IN CIRCUMSTANCES WHICH
CONSTITUTE AN OFFER WITHIN THE MEANING OF THE SECURITIES AND EXCHANGE ACT
OF TAIWAN OR RELEVANT LAWS AND REGULATIONS THAT REQUIRES A REGISTRATION,
FILING OR APPROVAL OF THE FINANCIAL SUPERVISORY COMMISSION AND/OR OTHER
REGULATORY AUTHORITY OR AGENCY OF TAIWAN. THE 2021 SERIES A SENIOR BONDS
MAY BE MADE AVAILABLE OUTSIDE TAIWAN FOR PURCHASE OUTSIDE TAIWAN BY
INVESTORS RESIDING IN TAIWAN DIRECTLY, BUT MAY NOT BE OFFERED OR SOLD IN
TAIWAN EXCEPT TO QUALIFIED INVESTORS VIA A TAIWAN LICENSED INTERMEDIARY
TO THE EXTENT PERMITTED BY APPLICABLE LAWS OR REGULATIONS.
99223117.18
TABLE OF CONTENTS
Page
INTRODUCTION 1
General 1
Plan of Finance 2
Sources of Payment and Security 2
Existing Obligations 3
2021 Series A Senior Bonds Designated as 2013 Bonds Reserve Account Obligations 3
2021 Series B Senior Bonds Reserve Account 3
2021 Series C Second Lien Obligations Reserve Account 4
Limited Obligations 4
Additional Obligations 4
Amendments to Indenture 4
The Commission 5
RCTC 91 Express Lanes 5
Traffic and Revenue Study 6
Engineer's Technical Report 6
COVID-19 Pandemic 6
THE 2021 SERIES BONDS 8
General 8
Book -Entry System 8
Redemption 9
SOURCES OF PAYMENT AND SECURITY FOR THE 2021 SERIES BONDS 12
Sources of Payment 12
Limited Obligations 14
Funds and Accounts; Flow of Funds under Indenture 14
2021 Series A Senior Bonds Designated as 2013 Bonds Reserve Account Obligations 24
2021 Series B Senior Bonds Reserve Account 25
2021 Series C Second Lien Obligations Reserve Account 25
Rate Covenant and Annual Budget 26
Existing Obligations 27
Additional Senior Lien Obligations 28
Additional Second Lien Obligations or Subordinate Obligations 29
AMENDMENTS TO INDENTURE 31
FINANCING PLAN 32
ESTIMATED SOURCES AND USES OF BOND PROCEEDS 35
RIVERSIDE COUNTY TRANSPORTATION COMMISSION 37
General 37
The Transportation Expenditure Plan 37
Commissioners 38
Executive Staff 38
RCTC 91 EXPRESS LANES 39
99223117.18
TABLE OF CONTENTS
(continued)
Page
OPERATION AND MAINTENANCE OF THE RCTC 91 EXPRESS LANES 41
General 41
Toll Contractors 42
Toll Operator Agreement 42
Toll Services Provider Agreement 43
Electronic Tolling 44
Toll Rates 45
Toll Violations Enforcement 45
TRAFFIC AND REVENUE ESTIMATES 46
General 46
Stantec Consulting Services Inc 47
Scope of Traffic and Revenue Study 47
ENGINEER'S TECHNICAL REPORT 48
General 48
Parsons Transportation Group Inc 48
Scope of Engineer's Technical Report 48
HISTORICAL FINANCIAL INFORMATION 49
OUTSTANDING DEBT 50
PROJECTED CASH FLOW AND DEBT SERVICE COVERAGE 50
RISK FACTORS 52
Limited Obligations 52
Rate Covenant Not a Guarantee 52
Limited Remedies Under the Indenture 52
Operating Risks 53
Bankruptcy Risks 55
Limitation on Tolling Period 58
Cybersecurity 59
Climate Change Issues and Economic Impact of Possible New and Increased Regulation 59
COVID-19 Pandemic 59
State Legislation 60
Voter Initiatives 60
Potential for TIFIA Loan 61
Forward -Looking Statements 61
FINANCIAL STATEMENTS 62
LITIGATION 62
LEGAL MATTERS 64
TAX MATTERS 64
Tax -Exempt Bonds 64
Federally Taxable Bonds 66
CONTINUING DISCLOSURE 69
99223117.18
-11-
TABLE OF CONTENTS
(continued)
Page
RATINGS 69
MUNICIPAL ADVISOR 70
VERIFICATION OF MATHEMATICAL COMPUTATIONS 70
UNDERWRITING 70
OTHER MATTERS 72
APPENDIX A —
APPENDIX B-1 —
APPENDIX B-2 —
APPENDIX C —
APPENDIX D —
APPENDIX E —
APPENDIX F —
APPENDIX G —
99223117.18
RCTC 91 EXPRESS LANES FUND FINANCIAL STATEMENTS
FOR FISCAL YEAR ENDED JUNE 30, 2020 A-1
RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND
REVENUE STUDY — INVESTMENT GRADE STUDY REFRESH 2018 B-1
STANTEC BRINGDOWN LETTER B-2
ENGINEER'S TECHNICAL REPORT C-1
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE D-1
FORM OF BOND COUNSEL OPINION E-1
FORM OF CONTINUING DISCLOSURE AGREEMENT F-1
BOOK -ENTRY SYSTEM AND GLOBAL CLEARANCE
PROCEDURES G-1
-111-
OFFICIAL STATEMENT
relating to
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
(RCTC 91 Express Lanes)
$[Series A Parl*
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
General
$[Series B Par]*
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
$[Series C Par]*
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
INTRODUCTION
This Official Statement (this "Official Statement") contains certain information relating to the
offering and sale by the Riverside County Transportation Commission (the "Commission") of its Toll
Revenue Senior Lien Refunding Bonds, 2021 Series A (Federally Taxable) (the "2021 Series A Senior
Bonds"), its Toll Revenue Senior Lien Refunding Bonds, 2021 Series B (the "2021 Series B Senior
Bonds" and, together with the 2021 Series A Senior Bonds, the "2021 Senior Bonds"), and its Toll
Revenue Second Lien Refunding Bonds, 2021 Series C (the "2021 Series C Second Lien Bonds"). The
2021 Senior Bonds and the 2021 Series C Second Lien Bonds are referred to herein collectively as the
"2021 Series Bonds."
The 2021 Series Bonds shall be issued and secured under the Master Indenture, dated as of
June 1, 2013 (the "Master Indenture"), as supplemented by the First Supplemental Indenture, dated as of
June 1, 2013 (the "First Supplemental Indenture"), the Second Supplemental Indenture, dated as of June
1, 2013 (the "Second Supplemental Indenture"), the Third Supplemental Indenture, dated as of October 1,
2021 (the "Third Supplemental Indenture"), and the Fourth Supplemental Indenture, dated as of October
1, 2021 (the "Fourth Supplemental Indenture" and, together with the Master Indenture, the First
Supplemental Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the
"Indenture"), each by and between the Commission and U.S. Bank National Association, as successor
trustee (the "Trustee"), as the same may be amended or supplemented from time to time in accordance
with the terms of the Master Indenture.
References to "Senior Lien Obligations" herein shall mean the 2021 Senior Bonds and all other
bonds identified as Riverside County Transportation Commission Toll Revenue Senior Lien Bonds, and
all obligations on a parity therewith authorized by, issued in accordance with, and at any time Outstanding
pursuant to the Indenture, including the Commission's Toll Revenue Senior Lien Bonds, 2013 Series B
(Capital Appreciation Obligations) (the "2013 Series B Senior Bonds"). References to "Second Lien
Obligations" herein shall mean the 2021 Series C Second Lien Bonds and all other bonds identified as
Riverside County Transportation Commission Toll Revenue Second Lien Bonds and all obligations on a
parity therewith authorized by, issued in accordance with, and at any time Outstanding pursuant to the
Indenture. Capitalized terms used in this Official Statement that are not otherwise defined herein have the
meanings assigned to them in "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE
INDENTURE."
* Preliminary, subject to change.
99223117.18
1
Plan of Finance
The Commission intends through this transaction to refinance all or a portion of its outstanding
2013 Series A Senior Bonds and all of its outstanding TIFIA Obligations (each as defined below) related
to the RCTC 91 Express Lanes. In connection with the transaction, the Commission intends to defease or
prepay a portion of its outstanding 2013 Series B Senior Bonds using available Commission funds.
Tender for Purchase or Exchange. On September _, 2021, the Commission, with the assistance
of BofA Securities, Inc. and Goldman Sachs & Co. LLC, as dealer managers (the "Dealer Managers"),
released an "Invitation to Tender or Exchange Bonds made by Riverside County Transportation
Commission" (the "Invitation to Tender or Exchange") inviting owners of the Commission's outstanding
Toll Revenue Senior Lien Bonds, 2013 Series A (Current Interest Obligations) (the "2013 Series A Senior
Bonds") to tender such bonds for purchase by the Commission or to exchange such bonds for the 2021
Series B Senior Bonds. See "FINANCING PLAN — Tender for Purchase or Exchange." Such purchase
will be funded by the Commission from a portion of the proceeds of the 2021 Series B Senior Bonds, as
described herein. See "ESTIMATED SOURCES AND USES OF FUNDS."
Application of Proceeds. The proceeds of the 2021 Series A Senior Bonds will be used to (i)
refund all or a portion of the Commission's outstanding 2013 Series A Senior Bonds, (ii) fund capitalized
interest with respect to the 2021 Series A Senior Bonds, (iii) make a deposit to the 2013 Bonds Reserve
Account (which will secure the 2021 Series A Senior Bonds and the 2013 Series B Senior Bonds), and
(iv) pay certain costs of issuance of the 2021 Series A Senior Bonds, as described herein.
The proceeds of the 2021 Series B Senior Bonds will be used to (i) refund and prepay a portion of
the Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series by prepaying a
corresponding portion of its obligations under the related TIFIA Loan Agreement (collectively, the
"TIFIA Obligations"), (ii) pay the purchase price of 2013 Series A Senior Bonds accepted for tender for
cash, if any, (iii) refund 2013 Series A Senior Bonds tendered for exchange, if any, (iv) make a deposit to
the 2021 Series B Senior Bonds Reserve Account, and (v) pay certain costs of issuance of the 2021 Series
B Senior Bonds, as described herein.
The proceeds of the 2021 Series C Second Lien Bonds will be used to (i) refund and prepay the
remaining portion of the Commission's outstanding TIFIA Obligations, (ii) make a deposit to the 2021
Series C Second Lien Obligations Reserve Account, and (iii) pay certain costs of issuance of the 2021
Series C Second Lien Bonds, as described herein.
See "FINANCING PLAN" and "ESTIMATED SOURCES AND USES OF BOND
PROCEEDS."
Sources of Payment and Security
The 2021 Senior Bonds are limited obligations of the Commission payable solely from and
secured solely by a first lien on, pledge of and security interest in the Trust Estate on an equal and ratable
basis with any Senior Lien Obligations issued in accordance with the provisions of the Indenture, subject
to the provisions of the Indenture permitting the prior application thereof for the purposes described
therein.
The 2021 Series C Second Lien Bonds are limited obligations of the Commission payable solely
from and secured solely by a second lien on, pledge of and security interest in the Trust Estate on an equal
and ratable basis with any Second Lien Obligations issued in accordance with the provisions of the
Indenture, subject to the provisions of the Indenture permitting the prior application thereof for the
purposes described therein.
The Trust Estate is comprised of (i) Toll Revenues, (ii) all interest or other income from
investment of money in the Funds and Accounts established under the Indenture (excluding the Rebate
99223117.18 2
Fund and the Surplus Fund and any Fund or Account established to hold the proceeds of a drawing on any
Credit Support Instrument), (iii) all Swap Revenues, and (iv) all amounts (including the proceeds of
Obligations) held in the Funds and Accounts established under the Indenture (except for amounts on
deposit in the Rebate Fund and the Surplus Fund and amounts on deposit in any Fund or Account
established to hold the proceeds of a drawing on any Credit Support Instrument). The Trust Estate does
not include toll revenues generated by the RCTC 15 Express Lanes, Sales Tax Revenues generated by the
Measure A Sales Tax levied by the Commission, proceeds of any of the Commission's sales tax revenue
bonds, state or federal grant funds or any other revenues of the Commission beyond Toll Revenues and
the other components of the Trust Estate described above. See "SOURCES OF PAYMENT AND
SECURITY FOR THE 2021 SERIES BONDS."
Existing Obligations
As of the date hereof, the Commission has Outstanding $123,825,000 aggregate principal amount
of its 2013 Series A Senior Bonds. As of August 31, 2021, the Commission had Outstanding
approximately $89,708,073 in accreted value of its 2013 Series B Senior Bonds and $507,716,613
principal amount plus compounded interest of TIFIA Obligations, which are Subordinate Obligations
under the Indenture. Upon the issuance of the 2021 Series Bonds and deposit of other Commission funds
with U.S. Bank National Association, as escrow agent (the "Escrow Agent"), all or a portion of the 2013
Series A Senior Bonds, a portion of the 2013 Series B Senior Bonds and all of the TIFIA Obligations may
be refunded and no longer Outstanding. See "FINANCING PLAN" and "ESTIMATED SOURCES AND
USES OF BOND PROCEEDS."
2021 Series A Senior Bonds Designated as 2013 Bonds Reserve Account Obligations
The 2021 Series A Senior Bonds are designated as 2013 Bonds Reserve Account Obligations
pursuant to the Third Supplemental Indenture. As such, the Trust Estate securing the 2021 Series A
Senior Bonds includes amounts held in the 2013 Bonds Reserve Account within the Senior Lien
Obligations Reserve Fund. On the date of delivery of the 2021 Series A Senior Bonds, proceeds of the
2021 Series A Senior Bonds in the amount of $ , representing the additional amount needed
to meet the 2013 Bonds Reserve Requirement following issuance of the 2021 Series A Senior Bonds and
refunding of the 2013 Series A Senior Bonds, will be deposited in the 2013 Bonds Reserve Account.
Funds held in the 2013 Bonds Reserve Account shall secure only the 2013 Bonds Reserve Account
Obligations, and such amounts shall be applied pursuant to the Indenture to make up any shortfall in the
payment of interest, principal and/or redemption price (excluding any redemption premium) due on the
2013 Bonds Reserve Account Obligations, which at closing will consist of the 2021 Series A Senior
Bonds and the 2013 Series B Senior Bonds. See "SOURCES OF PAYMENT AND SECURITY FOR
THE 2021 SERIES BONDS — 2021 Series A Bonds Designated as 2013 Bonds Reserve Account
Obligations."
2021 Series B Senior Bonds Reserve Account
The Trust Estate securing the 2021 Series B Senior Bonds includes amounts held in the 2021
Series B Senior Bonds Reserve Account within the Senior Lien Obligations Reserve Fund. On the date of
delivery of the 2021 Series B Senior Bonds, proceeds of the 2021 Series B Senior Bonds in the amount of
$ , representing the 2021 Series B Senior Bonds Reserve Requirement, will be deposited in
the 2021 Series B Senior Bonds Reserve Account. Funds held in the 2021 Series B Senior Bonds Reserve
Account shall secure only the 2021 Series B Senior Bonds Reserve Account Obligations, and such
amounts shall be applied pursuant to the Indenture to make up any shortfall in the payment of interest,
principal and/or redemption price (excluding any redemption premium) due on the 2021 Series B Senior
Bonds Reserve Account Obligations, which at closing will consist of the 2021 Series B Senior Bonds.
See "SOURCES OF PAYMENT AND SECURITY FOR THE 2021 SERIES BONDS — 2021 Series B
Senior Bonds Reserve Account."
99223117.18 3
2021 Series C Second Lien Obligations Reserve Account
The Trust Estate securing the 2021 Series C Second Lien Bonds includes amounts held in the
2021 Series C Second Lien Obligations Reserve Account within the Second Lien Obligations Reserve
Fund. On the date of delivery of the 2021 Series C Second Lien Bonds, proceeds of the 2021 Series C
Second Lien Bonds in the amount of $ , representing the 2021 Series C Second Lien Bonds
Reserve Requirement, will be deposited in the 2021 Series C Second Lien Obligations Reserve Account.
Funds held in the 2021 Series C Second Lien Obligations Reserve Account shall secure only the 2021
Series C Second Lien Obligations Reserve Account Obligations and shall be applied pursuant to the
Indenture to make up any shortfall in the payment of interest, principal and/or redemption price
(excluding any redemption premium) due on the 2021 Series C Second Lien Obligations Reserve Account
Obligations, which at closing will consist of the 2021 Series C Second Lien Bonds. See "SOURCES OF
PAYMENT AND SECURITY FOR THE 2021 SERIES BONDS — 2021 Series C Second Lien
Obligations Reserve Account."
Limited Obligations
THE 2021 SERIES BONDS CONSTITUTE LIMITED OBLIGATIONS OF THE
COMMISSION SECURED BY AND PAYABLE SOLELY FROM THE TRUST ESTATE. NEITHER
THE FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE COUNTY OF RIVERSIDE,
THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION OR PUBLIC AGENCY
THEREOF IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE
2021 SERIES BONDS.
Additional Obligations
The Indenture permits the Commission, subject to certain conditions, to issue from time to time
additional Senior Lien Obligations secured on a parity with the 2021 Senior Bonds, additional Second
Lien Obligations secured on a parity with the 2021 Series C Second Lien Bonds and additional
Subordinate Lien Obligations secured on a basis subordinate to the 2021 Senior Bonds and the 2021
Series C Second Lien Bonds, provided that, with respect to any Subordinate Obligations in the form of a
TIFIA Loan, such Subordinate Lien Obligations may be deemed to be Senior Lien Obligations following
the occurrence of a Bankruptcy Related Event. In such event, such Subordinate Lien Obligations in the
form of a TIFIA Loan would be secured by and payable from the Trust Estate on a parity with the 2021
Senior Bonds, the 2013 Series B Senior Bonds and any other Outstanding Senior Lien Obligations. After
the issuance of the 2021 Series Bonds, the Commission's outstanding Senior Lien Obligations will
include, in addition to the 2021 Senior Bonds, approximately $ in accreted value of its 2013
Series B Senior Bonds. See "SOURCES OF PAYMENT AND SECURITY FOR THE 2021 SERIES
BONDS — Additional Senior Lien Obligations" and "- Additional Second Lien Obligations or
Subordinate Obligations" and "FINANCING PLAN."
Amendments to Indenture
The Third Supplemental Indenture includes certain amendments to the Indenture arising from the
completion of construction of the RCTC 91 Express Lanes and the anticipated refunding and prepayment
of the TIFIA Obligations. Purchasers of the 2021 Series Bonds are deemed to have irrevocably
consented and agreed to the amendments to the Indenture set forth in the Third Supplemental
Indenture. Upon the issuance of the 2021 Series Bonds, such amendments will become effective
pursuant to the Indenture. For a brief description of certain of the Amendments, see "AMENDMENTS
TO INDENTURE." For a detailed description of the Amendments, potential investors must review the
applicable portions of "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF THE
INDENTURE."
99223117.18 4
The Commission
The Commission is a county transportation commission duly organized and existing pursuant to
the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State
of California (Section 130000 et seq.) (as amended, the "Act"). The Commission began to oversee the
funding and coordination of public transportation services in 1977 within the County of Riverside (the
"County"). The Commission serves as the tax authority and implementation agency for the voter -
approved Measure A Transportation Improvement Program, which imposes a '/z cent sales tax within the
County to fund transportation improvements. See "RIVERSIDE COUNTY TRANSPORTATION
COMMISSION."
The County was organized in 1893 from territory in San Bernardino and San Diego Counties and
encompasses 7,177 square miles. The County is bordered on the north by San Bernardino County, on the
east by the State of Arizona, on the south by San Diego and Imperial Counties and on the west by Orange
and San Bernardino Counties. The County is the fourth largest county (by area) in the State of California
(the "State") and stretches 185 miles from the Arizona border to within 20 miles of the Pacific Ocean.
There are 28 incorporated cities in the County.
The Commission has also been designated as the congestion management agency (the "CMA")
for the County. As the CMA, the Commission has developed a congestion management program that
more effectively utilizes transportation funds by linking land use, transportation and air quality efforts.
The Commission serves as the service authority for freeway emergencies and operates the freeway service
patrol (the "FSP") for the County. As a result of these programs, there are 158 callboxes (136 along
County roadways and 22 at Metrolink station parking lots) and 28 FSP tow trucks providing assistance to
more than 59,000 motorists annually. For additional information regarding the Commission, see
"RIVERSIDE COUNTY TRANSPORTATION COMMISSION."
Effective January 1, 2021, the Commission became the managing agency for the Western
Riverside County Regional Conservation Authority ("RCA"). The Commission is fully reimbursed by
RCA for management and oversight costs. As the managing agency, the Commission provides strong
management and places a high priority on the completion of the region's Multiple Species Habitat
Conservation Plan.
RCTC 91 Express Lanes
The RCTC 91 Express Lanes consist of two tolled express lanes of approximately eight miles in
each direction in the median of State Route 91 ("SR -91") in Riverside County, connecting with the OCTA
91 Express Lanes (as defined herein) at the Orange County/Riverside County line and continuing east to
the Interstate 15 ("I-1 S")/SR-91 interchange, as well as a tolled direct connector of one lane in each
direction from SR -91 to I-15 South, related improvements and an electronic toll collection and
enforcement system. The RCTC 91 Express Lanes opened to motorists on March 20, 2017.
The Commission is responsible for operating and maintaining the RCTC 91 Express Lanes. The
Commission contracts with Cofiroute USA, LLC ("Cofiroute") to serve as the primary operator of the
RCTC 91 Express Lanes and contracts with the California Department of Transportation ("Caltrans") to
maintain the RCTC 91 Express Lanes. Cofiroute's current management responsibilities for the RCTC 91
Express Lanes include revenue collection, customer accounts, violation enforcement, violation
processing, and incident management and response. The Commission contracts with Kapsch TrafficCom
USA Inc. ("Kapsch") to perform first line maintenance of tolling and traffic equipment for the RCTC 91
Express Lanes.
Cofiroute also serves as the operator of the OCTA 91 Express Lanes in Orange County,
California. Tolls on each of the OCTA 91 Express Lanes and the RCTC 91 Express Lanes are charged
independently. When travelling along SR -91, vehicles use either or both of such tolled express lanes, or
may use the general purpose lanes (which are free of charge). Notwithstanding their physical connection
99223117.18 5
and the use of the same Toll Operator, the OCTA 91 Express Lanes and the RCTC 91 Express Lanes are
independent enterprises and their finances are not commingled.
The Commission is also responsible for constructing, operating and maintaining tolled express
lanes along I-15 (the "RCTC 15 Express Lanes"). The RCTC 15 Express Lanes opened on April 10, 2021.
As with the OCTA 91 Express Lanes, the RCTC 91 Express Lanes and the RCTC 15 Express Lanes are
independent enterprises and their finances are not commingled.
See "RCTC 91 EXPRESS LANES" and "OPERATION AND MAINTENANCE OF THE RCTC
91 EXPRESS LANES."
Traffic and Revenue Study
The Commission has engaged Stantec Consulting Services Inc. ("Stantec") to serve as the traffic
and revenue consultant for the RCTC 91 Express Lanes. In this capacity, Stantec has prepared the "RCTC
91 Express Lanes Investment Grade Traffic and Revenue Study — Investment Grade Study Refresh 2018,"
dated November 27, 2018 (the "Investment Grade Study Refresh"), as supplemented by Stantec's
Bringdown Letter dated , 2021 (the "Bringdown Letter" and, together with the Investment
Grade Study Refresh, the "Updated Study"), which are attached hereto as APPENDIX B-1 and
APPENDIX B-2, respectively. The traffic and revenue projections reached in the Updated Study are
based on various assumptions. No assurances can be given that actual conditions will not materially
and adversely differ from such assumed conditions. The Investment Grade Study Refresh attached
hereto as APPENDIX B-1 and the Bringdown Letter attached hereto as APPENDIX B-2 each
should be read in their entirety. See also "TRAFFIC AND REVENUE ESTIMATES."
Engineer's Technical Report
The Commission has engaged Parsons Transportation Group Inc. ("Parsons") to serve as the
Commission's Express Lanes Engineer. In this capacity, Parsons has prepared an Engineer's Technical
Report dated , 2021 (the "Engineer's Technical Report"), which is attached hereto as
APPENDIX C. Matters addressed in the Engineer's Technical Report are based on various
assumptions. No assurances can be given that actual conditions will not materially and adversely
differ from such assumed conditions. The Engineer's Technical Report attached hereto as
APPENDIX C should be read in its entirety. See also "ENGINEER'S TECHNICAL REPORT."
COVID-19 Pandemic
The outbreak of "COVID-19," a respiratory disease caused by new strains of coronavirus, has
been characterized as a pandemic by the World Health Organization and is significantly affecting many
parts of the world, including the United States, California and the County. On March 4, 2020, Governor
Newsom declared a state of emergency as a result of the threat of COVID-19. Subsequently on March 19,
2020, Governor Newsom issued Executive Order No. N-33-20, a stay at home order to protect the health
and well-being of all Californians and to establish consistency across the state in order to slow the spread
of COVID-19. While the stay at home order is no longer in effect, this and other COVID-19 disruptions
resulted in lower than projected traffic volumes and revenues for the RCTC 91 Express Lanes for the
period March 2020 through March 2021.
As a result of COVID-19 related restrictions and changes in travel, the RCTC 91 Express Lanes
Walk -In Center closed in March 2020 and reopened in July 2021. Operational activities in the Anaheim
and Corona locations continued to function with a combination of remote workers and core staff located
at the facilities. Core essential functions include aiding stranded motorists, providing incident
management services, and dispatching emergency vehicles through the traffic operations center. The call
center also remained open to respond to customer service and violation calls. In April 2020, vehicle
account fees and the escalation of outstanding RCTC 91 Express Lanes violations were temporarily
suspended; such fees and collections resumed October 1, 2020. To mitigate the impact of reduced traffic
99223117.18 6
volume during COVID-19, periodic toll rate changes were made based on the Commission's approved
toll policy.
Total traffic volume on the RCTC 91 Express Lanes through the third quarter of Fiscal Year
2020-21 was 8,939,001 vehicles, a daily average of 32,624 vehicles per day, compared to 40,851 vehicles
per day during the same period in the prior fiscal year. Through the third quarter of Fiscal Year 2020-21,
Gross Potential Revenue was $30,398,830, a daily average of $110,945 (lower than the prior year's daily
average for the same period of $176,279). Total Gross Potential Revenue for the 4th quarter of Fiscal
Year 2020-21 was $13,335,412. "Gross Potential Revenue" means the maximum amount of Toll Revenue
that would be collected for vehicles crossing through toll points on the RCTC 91 Express Lanes,
multiplied by the applicable toll rate minus a High Occupancy Vehicle 3+ (three or more vehicle
occupants) discount, where applicable. Actual Toll Revenues will vary from Gross Potential Revenue
because of various factors, including violation enforcement and processing. See "HISTORICAL
FINANCIAL INFORMATION" for debt service coverage, which for the Fiscal Year ended June 30, 2021
is estimated to be 4.87 times. The following table sets forth total gross trips, total Gross Potential
Revenue and average Gross Potential Revenue per trip for the quarters shown.
Total
Gross Trins
Total
Gross Potential Revenue
Average Gross
Potential Revenue
Per Trin
Quarter
Ended Actuate') Projected(2) Actuate') Projected(2) Actuate') Projected(2)
9/30/2017 3,659,289 2,216,500 $10,771,212 $ 4,035,071 $2.94 $1.82
12/31/2017 3,581,079 2,470,357 11,375,539 4,290,957 3.18 1.74
3/31/2018 3,445,492 2,375,043 12,286,707 4,894,843 3.57 2.06
6/30/2018 3,832,442 2,430,351 13,511,275 5,666,943 3.53 2.33
9/30/2018 3,888,976 2,478,014 13,730,387 5,532,857 3.53 2.23
12/31/2018 3,737,401 2,587,343 13,681,767 5,704,900 3.66 2.20
3/31/2019 3,615,706 2,644,072 14,358,942 5,903,472 3.97 2.23
6/30/2019 3,901,139 2,864,071 15,401,169 6,439,671 3.95 2.25
9/30/2019 4,017,461 3,988,943 16,252,190 11,740,443 4.05 2.94
12/31/2019 3,859,970 3,870,886 16,954,186 11,575,029 4.39 2.99
3/31/2020 3,315,789 3,819,228 15,094,003 11,637,386 4.55 3.05
6/30/2020 1,925,903 4,101,943 5,758,071 12,646,429 2.99 3.08
9/30/2020 2,889,232 4,105,686 9,918,093 13,068,386 3.43 3.18
12/31/2020 2,983,431 3,939,343 10,055,978 12,723,414 3.37 3.23
3/31/2021 3,066,338 3,887,100 10,424,761 12,821,686 3.40 3.30
6/30/2021 4,086,784 4,224,315 13,335,412 14,085,200 3.26 3.33
(0 Source: RCTC 91 Express Lanes Traffic and Revenue Report prepared by the Commission.
(2) Source: Stantec Consulting Services (Stantec) projections through June 30, 2019 are derived from the
Stantec Investment Grade Traffic and Revenue Study, as updated June 12, 2013, and as revised in May 2016 prior to
operating; Stantec projections thereafter are derived from the Stantec "RCTC 91 Express Lanes Investment Grade
Traffic and Revenue Study, Investment Grade Study Refresh 2018."
To date, COVID-19 related disruptions have not caused any draw on debt service reserves and the
Commission continues to meet the rate covenant under the Indenture. While the Commission is unable to
predict COVID-19's ongoing impact on traffic volume on the RCTC 91 Express Lanes, such impact
could have a material adverse effect on future Toll Revenues. See "HISTORICAL FINANCIAL
INFORMATION" and "RISK FACTORS-COVID-19 Pandemic."
99223117.18 7
THE 2021 SERIES BONDS
General
The 2021 Series Bonds will be dated their date of delivery, will bear interest from that date
payable on June 1, 2022 and on each June 1 and December 1 thereafter at the rates per annum, computed
on the basis of a 360 -day year comprised of twelve 30 -day months, and will mature on June 1 in the
years, shown on the inside cover of this Official Statement. Interest on each 2021 Series Bond will be
payable to the registered owner thereof from the latest of (i) its delivery date, (ii) the most recent Interest
Payment Date to which interest has been paid thereon or duly provided for, or (iii) if the date of
authentication of such 2021 Series Bond is after a Record Date but prior to the immediately succeeding
Interest Payment Date, the Interest Payment Date immediately succeeding such date of authentication.
The 2021 Series A Senior Bonds will be issued in Authorized Denominations of $1,000 and any
integral multiple thereof. The 2021 Series B Senior Bonds and the 2021 Series C Second Lien Bonds will
be issued in Authorized Denominations of $1,000 principal amount and any integral multiple thereof.
The principal of, premium, if any, and interest on the 2021 Series Bonds will be payable in lawful
currency of the United States of America. While the 2021 Series Bonds are Book -Entry Obligations,
payment of debt service will be made to the Securities Depository or its Nominee, and in accordance with
arrangements among the Commission, the Trustee and the Securities Depository. During any period in
which the 2021 Series Bonds are not Book -Entry Obligations, the principal of and premium, if any, will
be payable by wire or check at the Principal Office of the Trustee upon the presentation and surrender of
such 2021 Series Bonds as the same become due and payable, and the interest on the 2021 Series Bonds
will be paid by wire or check drawn upon the Trustee and mailed on the applicable interest payment date
to the persons in whose names the 2021 Series Bonds are registered on the registration books maintained
by the Trustee at the close of business on the 15`h day of the month preceding the month in which such
Interest Payment Date occurs (the "Record Date") for such interest payment.
Book -Entry System
The Depository Trust Company ("DTC") will act as securities depository for the 2021 Series
Bonds. The 2021 Series Bonds will be issued as fully -registered bonds registered in the name of Cede &
Co. (DTC's partnership nominee). One fully -registered bond will be issued for each maturity of such
2021 Series Bonds, each in the aggregate principal amount of such maturity, and will be deposited with
DTC. Ultimate purchasers of 2021 Series Bonds will not receive physical certificates representing their
interest in the 2021 Series Bonds. Payment of the principal of and interest on the 2021 Series Bonds will
be made directly to DTC, or its nominee, Cede & Co., by the Trustee so long as DTC or Cede & Co. is
the registered owner of the 2021 Series Bonds. Disbursement of such payments to DTC's Participants is
the responsibility of DTC and disbursement of such payments to the Beneficial Owners is the
responsibility of DTC's Participants and Indirect Participants.
Beneficial interests in the 2021 Series A Senior Bonds may be held through DTC, Clearstream
Banking, S.A. or Euroclear Bank SA/NV as operator of the Euroclear System, directly as a participant or
indirectly through organizations that are participants in such system. See "APPENDIX G — BOOK -
ENTRY SYSTEM AND GLOBAL CLEARANCE PROCEDURES." for a description of DTC,
Clearstream Banking, S.A., Euroclear Bank SA/NV as operator of the Euroclear System, and certain of
their responsibilities, and the provisions for registration and registration of transfer of the 2021 Series A
Senior Bonds if the book -entry -only system of registration is discontinued.
99223117.18
8
Redemption -
Optional Redemption of 2021 Series A Senior Bonds. The 2021 Series A Senior Bonds are
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 on or after June 1, 20 at the principal
amount of 2021 Series A Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
Optional Redemption of 2021 Series B Senior Bonds. The 2021 Series B Senior Bonds are
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 on or after June 1, 20_ at the principal
amount of 2021 Series B Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
Optional Redemption of 2021 Series C Second Lien Bonds. The 2021 Series C Second Lien
Bonds are 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 on or after June 1,
20 at the principal amount of 2021 Series C Second Lien Bonds called for redemption plus accrued
interest to the date fixed for redemption, without premium.
Mandatory Redemption of 2021 Series A Senior Bonds From Sinking Fund Installment. The
2021 Series A Senior Bonds maturing on June 1, 20 (the "2021 Series A Senior Term Bonds") are
subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking Fund
Installments on each June 1 a Sinking Fund Installment is due in the principal amount equal to the
Sinking Fund Installment due on such date and at a redemption price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Sinking
Fund Installments for the 2021 Series A Senior Term Bond maturing on June 1, 20_ shall be due in the
amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
* Final Maturity
Mandatory Redemption of 2021 Series B Senior Bonds From Sinking Fund Installment. The
2021 Series B Senior Bonds maturing on June 1, 20_ (the "2021 Series B Senior Term Bonds") are
subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking Fund
Installments on each June 1 a Sinking Fund Installment is due in the principal amount equal to the
Sinking Fund Installment due on such date and at a redemption price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Sinking
Fund Installments for the 2021 Series B Senior Term Bond maturing on June 1, 20 shall be due in the
amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
Preliminary, subject to change.
99223117.18 9
* Final Maturity
Mandatory Redemption of 2021 Series C Second Lien Bonds From Sinking Fund Installment.
The 2021 Series C Second Lien Bonds maturing on June 1, 20_ (the "2021 Series C Second Lien Term
Bonds") are subject to mandatory redemption prior to their respective stated maturities, in part, from
Sinking Fund Installments on each June 1 a Sinking Fund Installment is due in the principal amount equal
to the Sinking Fund Installment due on such date and at a redemption price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Sinking
Fund Installments for the 2021 Series C Second Lien Term Bond maturing on June 1, 20 shall be due
in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
* Final Maturity
Selection of 2021 Series A Senior Bonds for Redemption. The Commission will designate
which maturities of 2021 Series A Senior Bonds are to be called for optional redemption. In the event
2021 Series A Senior Bonds which are Term Bonds are designated for redemption, the Commission may
designate the Sinking Fund Installments, or portions thereof, that are to be reduced as allocated to such
redemption. The Trustee shall promptly notify the Commission in writing of the 2021 Series A Senior
Bonds so selected for redemption.
If the 2021 Series A Senior Bonds are not registered in book -entry only form, any redemption of
less than all of a maturity of the 2021 Series A Senior Bonds shall be effected by the Trustee among
owners on a pro -rata basis subject to minimum Authorized Denominations of $1,000 (of principal) and
any integral multiple thereof. The particular 2021 Series A Senior Bonds to be redeemed shall be
determined by the Trustee, using such method as it shall deem fair and appropriate.
If the 2021 Series A Senior Bonds are registered in book -entry only form, and so long as DTC or
a successor Securities Depository is the sole registered owner of the 2021 Series A Senior Bonds, if less
than all of the 2021 Series A Senior Bonds of a maturity are called for prior redemption, the particular
2021 Series A Senior Bonds or portions thereof to be redeemed shall be selected on a "Pro Rata Pass -
Through Distribution of Principal" basis in accordance with DTC procedures, provided that, so long as
the 2021 Series A Senior Bonds are held in book -entry form, the selection for redemption of such 2021
Series A Senior Bonds shall be made in accordance with the operational arrangements of DTC then in
effect that at issuance provided for adjustment of the principal by a factor provided pursuant to DTC
operational arrangements. If the Trustee does not provide the necessary information and identify the
redemption as on a "Pro Rata Pass -Through Distribution of Principal" basis, the 2021 Series A Senior
Bonds shall be selected for redemption by lot in accordance with DTC procedures. Redemption
allocations made by DTC, the DTC Participants or such other intermediaries that may exist between the
Commission and the Beneficial Owners are to be made on a "Pro Rata Pass -Through Distribution of
Principal" basis as described above. If the DTC operational arrangements do not allow for the redemption
of the 2021 Series A Senior Bonds on a "Pro Rata Pass -Through Distribution of Principal" basis as
described above, then the 2021 Series A Senior Bonds shall be selected for redemption by lot in
accordance with DTC procedures.
Selection of 2021 Series B Senior Bonds and 2021 Series C Second Lien Bonds to be
Redeemed. The Commission will designate which maturities of each of the 2021 Series B Senior Bonds
and the 2021 Series C Second Lien Bonds are to be called for optional redemption. In the event 2021
Series B Senior Bonds or the 2021 Series C Second Lien Bonds which are Term Bonds are designated for
redemption, the Commission may designate the Sinking Fund Installments, or portions thereof, that are to
99223117.18 10
be reduced as allocated to such redemption. The Trustee will promptly notify the Commission in writing
of the 2021 Series B Senior Bonds or the 2021 Series C Second Lien Bonds so selected for redemption.
If less than all of the 2021 Series B Senior Bonds or 2021 Series C Second Lien Bonds of a maturity are
called for prior redemption, the Trustee shall select the 2021 Series B Senior Bonds or 2021 Series C
Second Lien Bonds of such maturity to be redeemed, from the Outstanding 2021 Series B Senior Bonds
or the Outstanding 2021 Series C Second Lien Bonds, as applicable, of such maturity not previously
called for redemption, in minimum Authorized Denominations of $1,000 principal amount and any
integral multiple thereof, by lot in any manner which the Trustee in its sole discretion shall deem
appropriate.
Notwithstanding the foregoing paragraph, so long as the 2021 Series B Senior Bonds and the
2021 Series C Second Lien Bonds are registered in the name of Cede & Co., as nominee of DTC, and less
than all of such 2021 Series B Senior Bonds or 2021 Series C Second Lien Bonds within a maturity are
being redeemed, the 2021 Series B Senior Bonds and the 2021 Series C Second Lien Bonds to be
redeemed will be determined by DTC pursuant to its procedures. Neither the Commission nor the Trustee
will have any responsibility to Direct Participants, Indirect Participants, or the persons for whom Direct
Participants act as nominees, with respect to the providing of notice of redemption or the selection of
2021 Series B Senior Bonds or the 2021 Series C Second Lien Bonds for redemption.
Notice and Conditional Redemption. Each notice of redemption of 2021 Series Bonds will be
mailed by the Trustee, not less than twenty (20) nor more than sixty (60) days prior to the redemption
date, to each Owner and to the Municipal Securities Rulemaking Board (the "MSRB"). Notice of
redemption to the Owners will be given by first class mail. Each notice of redemption will state the date
of such notice, the issue date of the 2021 Series Bonds to which such notice relates, the redemption date,
the 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, in the case of
2021 Series Bonds to be redeemed in part only, the identity of the 2021 Series Bonds to be redeemed.
Except in the case of conditional optional redemption, each such notice will also state that on said date
there will become due and payable on each of said 2021 Series Bonds the redemption price thereof,
together with interest accrued thereon to the date fixed for redemption, and that from and after such
redemption date interest thereon will cease to accrue, and will require that such 2021 Series Bonds be
then surrendered at the address or addresses of the Trustee specified in the redemption notice. Neither the
Commission nor the Trustee will have any responsibility for any defect in the CUSIP number that appears
on any 2021 Series Bond or in any redemption 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 will be liable for
any inaccuracy in such numbers. Failure of any Owner to receive any notice of redemption or any defect
therein will not affect the sufficiency of any proceedings for redemption.
Any notice of optional redemption of the 2021 Series Bonds may be conditional, and if any
condition stated in the notice of redemption will not have been satisfied on or prior to the redemption
date, said notice will be of no force and effect and the Commission will not be required to redeem the
2021 Series Bonds thereby called for redemption, such 2021 Series Bonds shall not become due and
payable, and the redemption will be cancelled and the Trustee will within a reasonable time thereafter
give notice, to the persons and in the manner in which the notice of redemption was given, that such
condition or conditions were not met and that the redemption was cancelled. In addition, the Commission
may, at its option, on or prior to the date fixed for optional redemption in any notice of redemption of the
2021 Series Bonds, rescind and cancel such notice of redemption by Written Request of the Commission
to the Trustee, and any optional redemption of 2021 Series Bonds and notice thereof will be rescinded and
cancelled and the Trustee will mail notice of such cancellation to the recipients of the notice of
redemption being cancelled. Any optional redemption of 2021 Series Bonds and notice thereof will be
rescinded and cancelled if for any reason on the date fixed for optional redemption moneys are not
available in the Redemption Fund or otherwise held in trust for such purpose in an amount sufficient to
pay in full on said date the principal of, interest, and any premium due on the 2021 Series Bonds called
99223117.18
11
for optional redemption and such failure to optionally redeem the 2021 Series Bonds called for
redemption will not be a default under the Indenture.
Effect of Redemption. Notice of redemption of such 2021 Series Bonds having been duly given
as described above, and moneys for payment of the redemption price of, together with interest accrued to
the redemption date on, the 2021 Series Bonds (or portions thereof) so called for redemption being held
by the Trustee, on the redemption date designated in such notice, the 2021 Series Bonds (or portions
thereof) so called for redemption shall become due and payable at the redemption price specified in the
Indenture, together with interest accrued thereon to the date fixed for redemption, interest on the 2021
Series Bonds so called for redemption shall cease to accrue, such 2021 Series Bonds (or portions thereof)
shall cease to be entitled to any benefit or security under the Indenture, and the Owners of such 2021
Series Bonds shall have no rights in respect thereof except to receive payment of such redemption price
and accrued interest to the date fixed for redemption.
Purchase In Lieu of Redemption. In lieu of mandatory redemption from Sinking Fund
Installments, the Commission may surrender to the Trustee for cancellation 2021 Series Bonds that are
Term Bonds purchased on the open market and such 2021 Series Bonds that are Term Bonds will be
cancelled by the Trustee. If any 2021 Series Bonds that are Term Bonds are so cancelled, the Commission
may designate the Sinking Fund Installments or portions thereof that are to be reduced as allocated to
such cancellation.
SOURCES OF PAYMENT AND SECURITY FOR THE 2021 SERIES BONDS
The information provided below regarding sources of payment and security for the 2021 Series
Bonds reflects the amendments to the Indenture that will become effective upon the issuance of the 2021
Series Bonds and that purchasers of the 2021 Series Bonds are consenting to by their purchase of such
2021 Series Bonds. See "AMENDMENTS TO INDENTURE" and "APPENDIX D — SUMMARY OF
CERTAIN PROVISIONS OF THE INDENTURE."
Sources of Payment
The 2021 Senior Bonds are limited obligations of the Commission payable solely from and
secured solely by a first lien on, pledge of and security interest in the Trust Estate on an equal and ratable
basis with any Senior Lien Obligations issued in accordance with the provisions of the Indenture,
including without limitation the 2013 Series B Senior Bonds, subject to the provisions of the Indenture
permitting the prior application thereof for the purposes described therein.
The 2021 Series C Second Lien Bonds are limited obligations of the Commission payable solely
from and secured solely by a second lien on, pledge of and security interest in the Trust Estate on an equal
and ratable basis with any Second Lien Obligations issued in accordance with the provisions of the
Indenture, subject to the provisions of the Indenture permitting the prior application thereof for the
purposes described therein.
Trust Estate. The "Trust Estate," as described in the Indenture, is composed of (i) Toll
Revenues, (ii) all interest or other income from investment of money in the Funds and Accounts
established under the Indenture (excluding the Rebate Fund and the Surplus Fund, and any Fund or
Account established to hold the proceeds of a drawing on any Credit Support Instrument), (iii) all Swap
Revenues, and (iv) all amounts (including the proceeds of Obligations) held in certain Funds and
Accounts established under the Indenture (except for amounts on deposit in the Rebate Fund and the
Surplus Fund within the Project Fund, and amounts on deposit in any Fund or Account established to hold
the proceeds of a drawing on any Credit Support Instrument). The Trust Estate does not include toll
revenues generated by the RCTC 15 Express Lanes, Sales Tax Revenues generated by the Commission's
Measure A Sales Tax or proceeds of any of the Commission's sales tax revenue bonds, State or federal
grant funds or any other revenues of the Commission beyond Toll Revenues and the other components of
the Trust Estate described above.
99223117.18
12
Toll Revenues. "Toll Revenues," as defined in the Indenture, means (a) toll revenues, user fees,
fines, rents or other similar charges payable for use of the Toll Road, as well as fines and penalties and
interest thereon collected as a result of a failure to pay any such amounts, (b) proceeds of insurance
payable to or received by the Commission with respect to the Toll Road (whether by way of claims,
return of premiums, ex gratia settlements or otherwise), including proceeds from business interruption
insurance and loss of advance profits insurance, except for proceeds of fire and other casualty insurance
that are deposited to the Insurance and Condemnation Proceeds Account of the Project Fund and actually
applied or reserved for application to the repair, restoration or replacement of the Toll Road, (c) proceeds
of any condemnation awards with respect to the Toll Road, except to the extent deposited to the Insurance
and Condemnation Proceeds Account of the Project Fund and actually applied or reserved for application
to the replacement of the Toll Road, (d) liquidated damages for delayed completion of a Project payable
to the Commission under a construction contract relating to the Toll Road or a portion thereof, (e)
proceeds of credit support provided by the Toll Operator pursuant to the Operating Agreement, and (f)
any other incidental or related fees or charges; but excluding therefrom revenues from sale of excess
right-of-way property and cash advances representing deposits against future toll payments from users or
potential users of the Toll Road.
Toll Road. "Toll Road," as defined in the Indenture, means lanes of a street, road or highway
upon which the Commission has all right, power and authority pursuant to law to impose tolls, and upon
which tolls are imposed by the Commission using any of the following tolling strategies: (a) general
purpose or generally -applicable tolls, (b) tolls that may be levied and may vary according to levels of
congestion anticipated or experienced or according to the occupancy of the vehicle, (c) any combination
of (a) and (b), and (d) any other tolling strategy the Commission may determine appropriate on a facility -
by -facility basis; and the related tolling facilities, as such tolled lanes and related facilities may from time
to time be expanded, improved, upgraded, enlarged, or enhanced, but only to the extent that: (i) the
Commission irrevocably designates in writing that such toll lanes and related facilities, and any
expansion, improvement, upgrade, enlargement or enhancement constitutes a Toll Road generating Toll
Revenues thereunder and (ii) that (x) the additional Operation and Maintenance Expenses associated with
any such expansion, improvement, upgrade, enlargement or enhancement and (y) any additional
Obligations issued to finance the costs of any such expansion, improvement, upgrade, enlargement or
enhancement, shall not result in debt service coverage ratios for the Senior Lien Obligations, Second Lien
Obligations or Subordinate Obligations lower than those described in toll and revenue covenants in the
Indenture. "Toll Road" does not include any Special Project, as defined in the Indenture. "Toll Road"
currently means the RCTC 91 Express Lanes, and the portion of the 15/91 Express Lanes Connector
project on the SR -91 that extends east of I-15. See "RCTC 91 EXPRESS LANES."
Revenue. "Revenue," as defined in the Indenture, means (i) Toll Revenues; (ii) all interest or
other income from investment of money in the Funds and Accounts established under the Indenture
(excluding the Rebate Fund, the Surplus Fund, the Operation and Maintenance Fund, and any Fund or
Account established to hold the proceeds of a drawing on any Credit Support Instrument); and (iii) all
Swap Revenues; provided that in no event shall "Revenue" include Subsidy Payments.
Net Revenue. "Net Revenue," as defined in the Indenture, means for any Fiscal Year, Revenue
less Operation and Maintenance Expenses for that Fiscal Year (excluding, in such calculations, (i) any
extraordinary or one-time revenues from Revenue for such Fiscal Year, and (ii) any extraordinary or one-
time expenses from Operation and Maintenance Expenses for such Fiscal Year, but only if and to the
extent such extraordinary or one-time expenses are paid or payable from extraordinary or one-time
revenues being excluded from Revenue for such Fiscal Year) as set forth in (a) the audited financial
statements of the Commission for Fiscal Years for which audited financial statements are available, (b) to
the extent that audited financial statements are not available, the unaudited financial statements of the
Commission for Fiscal Years for which unaudited financial statements are available or (c) to the extent
that neither audited financial statements nor unaudited financial statements are available, projections of
the Commission. Net Revenue shall not include any amount on deposit in the Senior Lien Obligations
Reserve Fund, the Second Lien Obligations Reserve Fund or the Subordinate Obligations Reserve Fund.
Additionally, when calculating Net Revenue for purposes of incurring additional Obligations and setting
99223117.18 13
toll rates, Net Revenue shall only include the amounts received under clauses (b), (c) and (d) of the
definition of Toll Revenues to the extent that any such amounts are applied to, or reserved for, the
payment of principal of or interest on Obligations.
Limited Obligations
THE 2021 SERIES BONDS CONSTITUTE LIMITED OBLIGATIONS OF THE
COMMISSION SECURED BY AND PAYABLE SOLELY FROM THE TRUST ESTATE. 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
IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR INTEREST ON THE 2021 SERIES
BONDS.
The 2021 Series Bonds are not secured by a mortgage or deed of trust on, or other security
interest in, the RCTC 91 Express Lanes.
Funds and Accounts; Flow of Funds under Indenture
The Indenture establishes the following Funds and Accounts, which are established and created
and maintained in trust by the Trustee:
• Toll Revenue Fund
• Project Fund, and within the Project Fund, the Senior Lien Obligations Account, the
Second Lien Obligations Account, the Subordinate Obligations Account, the Design
Build Contractor Payments Account and the Insurance and Condemnation Proceeds
Account
• Rebate Fund
• Senior Lien Obligations Fund and, within the Senior Lien Obligations Fund, the Senior
Lien Obligations Interest Account and the Senior Lien Obligations Principal Account
• Senior Lien Obligations Reserve Fund and, within the Senior Lien Obligations Reserve
Fund, the 2013 Bonds Reserve Account and the 2021 Series B Senior Bonds Reserve
Account
• Second Lien Obligations Fund and, within the Second Lien Obligations Fund, the Second
Lien Obligations Interest Account and the Second Lien Obligations Principal Account
• Second Lien Obligations Reserve Fund and, within the Second Lien Obligations Reserve
Fund, the 2021 Series C Second Lien Obligations Reserve Account
• Subordinate Obligations Fund and, within the Subordinate Obligations Fund, the
Subordinate Obligations Interest Account, the Subordinate Obligations Principal Account
and the Subordinate Obligations Prepayment Account
• Subordinate Obligations Reserve Fund
• Repair and Rehabilitation Fund
• Capital Expenditures Fund
• Residual Fund
The Indenture also establishes the Operation and Maintenance Fund and the Surplus Fund, which
are created and maintained by the Commission. The funds in the Operation and Maintenance Fund shall
be applied by the Commission to pay Operation and Maintenance Expenses in accordance with the terms
of the Indenture. See "Operation and Maintenance Fund" below. The funds in the Surplus Fund are not
subject to the lien and pledge of the Indenture, and the Commission has the exclusive right to withdraw or
otherwise dispose of or transfer funds on deposit in the Surplus Fund to any account (or to such Person)
99223117.18
14
as directed by the Commission in writing in its sole discretion. See "Residual Fund; Surplus Fund"
below.
Deposit of Toll Revenues. As long as any Obligations or Reserve Facility Costs remain unpaid,
the Commission assigns and will cause Toll Revenues to be transmitted by the Toll Operator on at least a
weekly basis directly to the Trustee for deposit in the Toll Revenue Fund. Investment income on amounts
held by the Trustee in the Toll Revenue Fund shall also be deposited in the Toll Revenue Fund. All
moneys at any time held in the Toll Revenue Fund shall be held in trust for the benefit of the holders of
the Obligations and shall be disbursed, allocated and applied solely for the uses and purposes set forth in
the Indenture. Subject only to the provisions of the Indenture permitting the application thereof for or to
the purposes and on the terms and conditions set forth in the Indenture, the Trustee shall be entitled to and
shall collect and receive all of the Revenue (including Toll Revenues), and any Revenue collected or
received by or on behalf of the Commission shall be deemed to be held, and to have been collected or
received, by or on behalf of the Commission as the agent of the Trustee and shall forthwith be paid by the
Commission to the Trustee.
Toll Revenue Fund. The Trustee shall make the following transfers and payments from the Toll
Revenue Fund in the amounts, at the times and only for the purposes specified below and in the following
order of priority (it being agreed that no amount shall be transferred on any date pursuant to any clause
below until amounts sufficient as of that Monthly Funding Date (to the extent applicable) for all the
purposes specified under the prior clauses shall have been transferred or set aside):
First, on each Monthly Funding Date, to the Operation and Maintenance Fund, the amount
necessary to increase the balance of the Operation and Maintenance Fund to an amount equal to the
Operation and Maintenance Expenses then due and payable, plus one -sixth (1/6) of the Operations and
Maintenance Expenses projected in accordance with the most recently -adopted Annual Operating Budget
of the Commission to be due and payable during the Fiscal Year continuing or commencing on the day
after such Monthly Funding Date;
Second, on each Monthly Funding Date, any payments then due and payable by the Commission
to the Rebate Fund or any similar rebate fund established with respect to any future tax-exempt borrowing
transaction under the Indenture;
Third, (x) on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, to the Senior Lien Obligations Interest Account the sum of (A)(1) in the case of
Outstanding Senior Lien Obligations with semiannual interest payment dates, one -sixth (1/6) of the
amount of the interest payable on such Senior Lien Obligations on the next interest payment date; (2) in
the case of Outstanding Senior Lien Obligations with quarterly interest payment dates, one-third (1/3) of
the amount of the interest payable on such Senior Lien Obligations on the next interest payment date; and
(3) in the case of Outstanding Senior Lien Obligations with monthly interest payment dates, the amount
of interest payable on such Senior Lien Obligations on the next interest payment date; plus (B) the sum of
any continuing shortfall in transfers required to have been made to the Senior Lien Obligations Interest
Account on any preceding Monthly Funding Date; plus (C) if such Monthly Funding Date is also an
interest payment date or the last Monthly Funding Date before an interest payment date on any Senior
Lien Obligations, any other amount required to make the amount credited to the Senior Lien Obligations
Interest Account equal to the amount payable on such Senior Lien Obligations on such interest payment
date; and (y) on each Monthly Funding Date, to the applicable Swap Parties, scheduled Hedging
Obligations due under any Qualified Swap Agreements, if any, net of any scheduled amounts payable to
the Commission with respect to such scheduled Hedging Obligations;
Fourth, on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, commencing twelve months before the first annual principal payment date
(including any mandatory sinking fund redemption date) or six months before the first semi-annual
principal payment date (including any mandatory sinking fund redemption date), to the Senior Lien
Obligations Principal Account, the sum of (A)(1) in the case of Outstanding Senior Lien Obligations with
99223117.18 15
annual principal or mandatory sinking fund payment dates, one -twelfth (1/12) of the principal and
mandatory sinking fund redemptions due on such Senior Lien Obligations; and (2) in the case of
Outstanding Senior Lien Obligations with semi-annual principal or mandatory sinking fund payment
dates, one -sixth (1/6) of the principal and mandatory sinking fund redemptions due on such Senior Lien
Obligations; and (B) the sum of any shortfall in transfers required to have been made to the Senior Lien
Obligations Principal Account on any previous Monthly Funding Date; and (C) if the Monthly Funding
Date is also a principal payment date (or mandatory sinking fund redemption date) or the last Monthly
Funding Date before a principal payment date (or mandatory sinking fund redemption date) on any Senior
Lien Obligations, any other amount required to make the amount credited to the Senior Lien Obligations
Principal Account equal to the amount of principal due on such Senior Lien Obligations on such principal
payment date or mandatory sinking fund redemption date;
Fifth, on each Monthly Funding Date, to the Senior Lien Obligations Reserve Fund (or the
applicable Account therein) the amount necessary so that the balance therein equals the applicable Senior
Lien Obligations Reserve Requirement; provided, however, that in the event that the Trustee shall have
withdrawn moneys in the Senior Lien Obligations Reserve Fund or any Account therein for the purpose
of paying principal of or interest on the applicable Senior Lien Obligations when due as provided in the
Indenture, the Trustee shall limit such deposit to the Senior Lien Obligations Reserve Fund or the
applicable Account therein, on each of the next twelve Monthly Funding Dates after such withdrawal, to
an amount equal to one -twelfth (1/12th) of the aggregate amount of each such withdrawal until the amount
on deposit in the Senior Lien Obligations Reserve Fund (or the applicable Account therein) is equal to the
applicable Senior Lien Obligations Reserve Requirement; provided further however, that in the event
such requirements cannot be fully funded, the funds available shall be transferred to each Account in the
Senior Lien Obligations Reserve Fund ratably in accordance with its respective shortfall;
Sixth, (x) on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, to the Second Lien Obligations Interest Account the sum of (A)(1) in the case of
Outstanding Second Lien Obligations with semiannual interest payment dates, one -sixth (1/6) of the
amount of the interest payable on such Second Lien Obligations on the next interest payment date; (2) in
the case of Outstanding Second Lien Obligations with quarterly interest payment dates, one-third (1/3) of
the amount of the interest payable on such Second Lien Obligations on the next interest payment date;
and (3) in the case of Outstanding Second Lien Obligations with monthly interest payment dates, the
amount of interest payable on such Second Lien Obligations on the next interest payment date; plus (B)
the sum of any continuing shortfall in transfers required to have been made to the Second Lien
Obligations Interest Account on any preceding Monthly Funding Date; plus (C) if such Monthly Funding
Date is also an interest payment date or the last Monthly Funding Date before an interest payment date on
any Second Lien Obligations, any other amount required to make the amount credited to the Second Lien
Obligations Interest Account equal to the amount payable on such Second Lien Obligations on such
interest payment date, and (y) on each Monthly Funding Date, to the applicable Swap Parties, scheduled
payments due under any Hedging Obligations, if any, net of any scheduled amounts payable to the
Commission with respect to such scheduled Hedging Obligations, under any Swaps entered into in
connection with such Second Lien Obligations;
Seventh, on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, commencing twelve months before the first annual principal payment date
(including any mandatory sinking fund redemption date) or six months before the first semi-annual
principal payment date (including any mandatory sinking fund redemption date), to the Second Lien
Obligations Principal Account, the sum of (A)( 1) in the case of Outstanding Second Lien Obligations
with annual principal or mandatory sinking fund payment dates, one -twelfth (1/12) of the principal and
mandatory sinking fund redemptions due on such Second Lien Obligations; and (2) in the case of
Outstanding Second Lien Obligations with semi-annual principal or mandatory sinking fund payment
dates, one -sixth (1/6) of the principal and mandatory sinking fund redemptions due on such Second Lien
Obligations; and (B) the sum of any shortfall in transfers required to have been made to the Second Lien
Obligations Principal Account on any previous Monthly Funding Date; and (C) if the Monthly Funding
Date is also a principal payment date (or mandatory sinking fund redemption date) or the last Monthly
99223117.18 16
Funding Date before a principal payment date (or mandatory sinking fund redemption date) on any
Second Lien Obligations, any other amount required to make the amount credited to the Second Lien
Obligations Principal Account equal to the amount of principal due on such Second Lien Obligations on
such principal payment date or mandatory sinking fund redemption date;
Eighth, on each Monthly Funding Date, to the Second Lien Obligations Reserve Fund (or the
applicable Account therein), the amount necessary so that the balance therein equals the applicable
Second Lien Obligations Reserve Requirement; provided, however, that in the event that the Trustee shall
have withdrawn moneys in the Second Lien Obligations Reserve Fund therein for the purpose of paying
principal of or interest on the applicable Second Lien Obligations when due as provided in the Indenture,
the Trustee shall limit such deposit to the Second Lien Obligations Reserve Fund, on each of the next
twelve Monthly Funding Dates after such withdrawal, to an amount equal to one -twelfth (1/12th) of the
aggregate amount of each such unreplenished withdrawal until the amount on deposit in the Second Lien
Obligations Reserve Fund is equal to the applicable Second Lien Obligations Reserve Requirement;
provided, further however, that in the event such requirements cannot be fully funded, the funds available
shall be transferred to each Account in the Second Lien Obligations Reserve Fund ratably in accordance
with its respective shortfall;
Ninth, (x) on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, to the Subordinate Obligations Interest Account the sum of (A)(1) in the case of
Outstanding Subordinate Obligations with semi-annual interest payment dates, one -sixth (1/6) of the
interest payable on such Subordinate Obligations on the next interest payment date; (2) in the case of
Outstanding Subordinate Obligations with quarterly interest payment dates, one-third (1/3) of the amount
of the interest payable on such Subordinate Obligations on the next interest payment date; and (3) in the
case of Outstanding Subordinate Obligations with monthly interest payment dates, the interest payable on
such Subordinate Obligations on the next interest payment date; plus (B) the sum of any continuing
shortfall in transfers required to have been made to the Subordinate Obligations Interest Account on any
preceding Monthly Funding Date; plus (C) if such Monthly Funding Date is also an interest payment date
or the last Monthly Funding Date before an interest payment date on any Subordinate Obligations, any
other amount required to make the amount credited to the Subordinate Obligations Interest Account equal
to the interest payable on such Subordinate Obligations on such interest payment date; provided, however,
that with respect to Subordinate Obligations in the form of or securing payment of a TIFIA Loan, only the
interest component of TIFIA Mandatory Debt Service shall be set aside pursuant to this Ninth clause;
Tenth, on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable, commencing twelve months before the first annual principal payment date
(including any mandatory sinking fund redemption date) or six months before the first semi-annual
principal payment date (including any mandatory sinking fund redemption date), to the Subordinate
Obligations Principal Account the sum of (A)(1) in the case of Outstanding Subordinate Obligations with
annual principal payment dates, one -twelfth (1/12) of the principal due on such Subordinate Obligations
on the next principal payment date; and (2) in the case of Outstanding Subordinate Obligations with semi-
annual principal payment dates, one -sixth (1/6) of the principal redemptions due on such Subordinate
Obligations on the next principal payment date; plus (B) the sum of any shortfall in transfers required to
have been made to the Subordinate Obligations Principal Account on any previous Monthly Funding
Date; plus (C) if the Monthly Funding Date is also a principal payment date or the last Monthly Funding
Date before a principal payment date (or mandatory sinking fund redemption date) on any Subordinate
Obligations, any other amount required to make the amount credited to the Subordinate Obligations
Principal Account equal to the amount of principal due on such Subordinate Obligations on such principal
payment date or mandatory sinking fund redemption date; provided, however, that with respect to
Subordinate Obligations in the form of or securing payment of a TIFIA Loan, only the principal
component of TIFIA Mandatory Debt Service shall be set aside pursuant to this Tenth clause;
Eleventh, on each Monthly Funding Date, to the Subordinate Obligations Reserve Fund (or the
applicable Account therein), the amount, if any, necessary to increase the balance therein (taking into
account amounts then on deposit therein) to the Subordinate Obligations Reserve Requirement;
99223117.18 17
Twelfth, in the event the Commission has Subordinate Obligations Outstanding in the form of or
securing payment of a TIFIA Loan, on each Monthly Funding Date commencing on the Monthly Funding
Date that is six months prior to the date on which TIFIA Scheduled Debt Service is first due and payable,
to the Subordinate Obligations Interest Account, an amount which equals one -sixth (1/6) of the TIFIA
Scheduled Debt Service (excluding any amounts to be applied to TIFIA Mandatory Debt Service in
accordance with the Ninth and Tenth clauses above) due and payable on the immediately succeeding
payment date for such TIFIA Loan;
Thirteenth, on each Monthly Funding Date, to the extent sufficient funds are then available after
application of funds for the purposes specified in the prior clauses First through Twelfth, to the Repair
and Rehabilitation Fund, an amount equal to the Scheduled Repair and Rehabilitation Fund Required
Deposit for such Monthly Funding Date. If sufficient funds are not then available on a particular Monthly
Funding Date, after application of funds for the purposes specified in the prior clauses First through
Twelfth, to fund the Scheduled Repair and Rehabilitation Fund Required Deposit or if the Commission
has elected to defer all or a portion of the Scheduled Repair and Rehabilitation Fund Required Deposit for
a prior Monthly Funding Date or Monthly Funding Dates, the Commission may use funds on each
subsequent Monthly Funding Date to satisfy the cumulative shortfall in the Scheduled Repair and
Rehabilitation Fund Required Deposit from previous Monthly Funding Dates;
Fourteenth, on each Monthly Funding Date, to the Capital Expenditures Fund to the extent
necessary to fund such Fund so that the balance therein (taking into account all amounts then on deposit
therein) equals the aggregate amount of Capital Expenditures Fund Permitted Expenditures as set forth in
a Written Request of the Commission, which amount may be $0 if no Written Request of the Commission
is provided prior to such Monthly Funding Date;
Fifteenth, on each Monthly Funding Date and on each other date on which the following amounts
shall be due and payable to the counterparties to Qualified Swap Agreements or Swaps, an amount equal
to any Hedging Termination Obligations payable upon a termination of any such Qualified Swap
Agreements or Swaps; and
Sixteenth, on each Monthly Funding Date, and only to the extent funds are then available after
application of funds for the purposes specified in the prior First through Fifteenth clauses, on such
Monthly Funding Date, to the Residual Fund, all remaining amounts, if any.
Amounts in the Residual Fund shall be applied as described in "Residual Fund; Surplus Fund"
below.
To the extent that on any Calculation Date or any other date of determination requested by the
Commission the Commission determines that (i) the amounts on deposit in the Senior Lien Obligations
Reserve Fund are in excess of the applicable Senior Lien Obligations Reserve Requirement, (ii) the
amounts on deposit in the Second Lien Obligations Reserve Fund are in excess of the applicable Second
Lien Obligations Reserve Requirement, (iii) the amounts on deposit in the Subordinate Obligations
Reserve Fund are in excess of the applicable Subordinate Obligations Reserve Requirement, (iv) the
amounts on deposit in the Repair and Rehabilitation Fund are certified by the Commission to be in excess
of what is required for expected Repair and Rehabilitation Fund Permitted Expenditures, or (v) the
amounts on deposit in the Capital Expenditures Fund are certified by the Commission to no longer be
needed for making Capital Expenditures Fund Permitted Expenditures, then in each such case, as
applicable, the excess amounts shall be transferred into the Toll Revenue Fund.
Insurance and Condemnation Proceeds Account. Proceeds of fire and other casualty insurance
payable to or received by the Commission with respect to the Toll Road (whether by way of claims,
return of premiums, ex gratia settlements or otherwise), and proceeds of any condemnation awards
payable to or received by the Commission with respect to the Toll Road shall be transferred to the Trustee
and deposited by the Trustee into the Insurance and Condemnation Proceeds Account. Amounts on
deposit in the Insurance and Condemnation Proceeds Account may be used by the Commission to pay the
99223117.18 18
costs of restoration, repair or rehabilitation of the Toll Road or portion thereof to which such insurance or
condemnation proceeds relate; provided, however, that any portion of such amounts that the Commission
elects not to use for such restoration, repair or rehabilitation of the Toll Road or that are in excess of the
amount needed for such restoration, repair or rehabilitation of the Toll Road, as evidenced by a Certificate
of the Commission delivered to the Trustee, shall be transferred to the Redemption Fund and applied to
the prepayment of principal of Outstanding Highest Priority Obligations. Funds therein shall be disbursed
pursuant to a Funds Transfer Certificate in accordance with the provisions of the Indenture.
Operation and Maintenance Fund. Upon receipt of amounts transferred to the Operation and
Maintenance Fund under the Indenture, the Commission shall thereafter apply the funds in the Operation
and Maintenance Fund for the payment of Operation and Maintenance Expenses in accordance with the
most recently adopted annual budget of the Commission, as prescribed by the Indenture.
Capital Expenditures Fund. The Trustee shall cause amounts in the Toll Revenue Fund, to the
extent available, to be deposited into the Capital Expenditures Fund on each Monthly Funding Date. On
any date on which Capital Expenditures Fund Permitted Expenditures are due and payable or reasonably
expected to become due and payable in accordance with the Indenture, monies on deposit in the Capital
Expenditures Fund shall be applied by the Trustee pursuant to a Written Request of the Commission to
pay such Capital Expenditures Fund Permitted Expenditures. Any amounts on deposit in the Capital
Expenditures Fund that are certified by the Commission as no longer needed for making Capital
Expenditures Fund Permitted Expenditures, shall be applied in accordance with the Indenture.
If, after transferring any funds then on deposit in the Residual Fund in accordance with the
Indenture, on the Business Day prior to an interest payment date or principal payment date, the amount
then on deposit in the Senior Lien Obligations Fund, the Second Lien Obligations Fund or the
Subordinate Obligations Fund is insufficient to pay the principal of, and/or interest on, the related Senior
Lien Obligations, Second Lien Obligations and/or Subordinate Obligations secured thereby then due, the
Trustee shall make the following transfers from amounts on deposit in the Capital Expenditures Fund in
the following order of priority; first, to the Senior Lien Obligations Fund, the amount necessary to pay
principal and interest due and payable on such interest payment date or principal payment date on the
Senior Lien Obligations; second, to the Second Lien Obligations Fund, the amount necessary to pay
principal and interest due and payable on such interest payment date or principal payment date on the
Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount necessary to pay
principal and interest due and payable on such interest payment date or principal payment date on the
Subordinate Obligations.
Any amounts on deposit in the Capital Expenditures Fund that are certified by the Commission to
no longer be needed for making Capital Expenditures Fund Permitted Expenditures will be transferred to
the Toll Revenue Fund.
Senior Lien Obligations Reserve Fund. On the date of issuance of any Series of Senior Lien
Obligations that has a Senior Lien Obligations Reserve Requirement, the Senior Lien Obligations Reserve
Requirement for those Senior Lien Obligations shall be deposited in the Senior Lien Obligations Reserve
Fund in an Account solely for the benefit of those Senior Lien Obligations. Alternatively, the
Supplemental Indenture for any Series of Senior Lien Obligations may establish a pooled Senior Lien
Obligations Reserve Requirement for that Series of Senior Lien Obligations and any one or more
subsequently issued Series of Senior Lien Obligations with the same pooled Senior Lien Obligations
Reserve Requirement, in which case the Senior Lien Obligations Reserve Requirement for such Series of
Senior Lien Obligations shall be deposited in the Senior Lien Obligations Reserve Fund in an Account
solely for the benefit of those Senior Lien Obligations and any additional Senior Lien Obligations with
the same pooled Senior Lien Obligations Reserve Requirement, and on the date of issuance of any such
additional Senior Lien Obligations, there shall be deposited in the Account the amount necessary to
increase the balance in the Account to an amount equal to the Senior Lien Obligations Reserve
Requirement for all Senior Lien Obligations secured by that Account.
99223117.18
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The Third Supplemental Indenture establishes the 2021 Series B Senior Bonds Reserve Account
within the Senior Lien Obligations Reserve Fund, to be funded in the amount of the 2021 Series B Senior
Bonds Reserve Requirement, solely for the benefit of the holders of the 2021 Series B Senior Bonds and
any Senior Lien Bonds issued to refinance all or a portion of the 2021 Series B Senior Bonds. The Third
Supplemental Indenture also designates the 2021 Series A Senior Bonds as 2013 Bonds Reserve Account
Obligations and as such the 2021 Series A Senior Bonds will be secured by the 2013 Bonds Reserve
Account together with the 2013 Series B Senior Bonds.
Monies on deposit in each Account within the Senior Lien Obligations Reserve Fund shall be
applied by the Trustee as follows:
(1) If on any (x) interest payment date for Senior Lien Obligations secured by an
Account within the Senior Lien Obligations Reserve Fund, (y) principal payment date for such
Senior Lien Obligations or (z) redemption date on which such Senior Lien Obligations are subject
to mandatory sinking fund redemption, the amount on deposit in the applicable Account of the
Senior Lien Obligations Fund, determined after taking into account all amounts transferred to
such Account of the Senior Lien Obligations Fund in accordance with clauses Third and Fourth
of the clauses describing the Indenture flow of funds, and amounts transferred from the following
Funds in the following order of priority, the Residual Fund, the Capital Expenditures Fund, the
Repair and Rehabilitation Fund and the Toll Revenue Fund in accordance with the Indenture on
or prior to such date, is not sufficient to pay interest and/or principal and/or the redemption price
(excluding any redemption premium) due on such Senior Lien Obligations, then moneys shall be
transferred to the Senior Lien Obligations Interest Account and/or the Senior Lien Obligations
Principal Account, as applicable, from the applicable Account of the Senior Lien Obligations
Reserve Fund which, together with moneys then on deposit in the applicable Account of the
Senior Lien Obligations Fund, will be sufficient to pay interest and/or principal and/or the
redemption price (excluding any redemption premium) due on such Senior Lien Obligations on
such date. Moneys shall be transferred first to the Senior Lien Obligations Interest Account until
such Account, together with any available funds then on deposit in the Senior Lien Obligations
Interest Account is sufficiently funded with respect to such Senior Lien Obligations and
thereafter, to the Senior Lien Obligations Principal Account until such Account, together with any
available funds then on deposit in the Senior Lien Obligations Principal Account is sufficiently
funded with respect to such Senior Lien Obligations.
(2) Upon the maturity of the Senior Lien Obligations secured by funds on deposit in
an Account of the Senior Lien Obligations Reserve Fund or upon the earlier redemption of all or
any portion of such Senior Lien Obligations, the Commission may direct the Trustee to transfer
amounts on deposit in the applicable Account within the Senior Lien Obligations Reserve Fund to
the Senior Lien Obligations Principal Account for application to the final payment of principal of
all or a portion of the Senior Lien Obligations secured thereby or to an escrow account
established for defeasance of such Senior Lien Obligations pursuant to the Indenture, provided
that, if less than all of the Senior Lien Obligations mature or are redeemed, the amount remaining
on deposit in such Account of the Senior Lien Obligations Reserve Fund following any such
transfer shall not be less than the Senior Lien Obligations Reserve Requirement applicable to the
Senior Lien Obligations secured thereby to remain Outstanding.
(3) Except as provided in paragraph (2) above, any amounts on deposit in an
Account of the Senior Lien Obligations Reserve Fund in excess of the applicable Senior Lien
Obligations Reserve Requirement shall be transferred to the Toll Revenue Fund.
The Senior Lien Obligations Reserve Requirement for any Series of Senior Lien Obligations may
be permitted or required by the Supplemental Indenture establishing the Senior Lien Obligations Reserve
Requirement to be funded in whole or in part with a Reserve Facility. The terms and conditions for any
Reserve Facility shall be set forth in the Reserve Facility or the Supplemental Indenture establishing the
Senior Lien Obligations Reserve Requirement to be met in whole or in part by the Reserve Facility,
99223117.18 20
provided that those terms and conditions shall conform to and be consistent with the provisions set forth
in the Indenture. The Trustee shall withdraw cash (and liquidate investments to produce cash) and draw
on Reserve Facilities in or with respect to any Account in the Senior Lien Obligations Reserve Fund to
fund payments of principal of and interest on Senior Lien Obligations supported by such Account in the
Senior Lien Obligations Reserve Fund in the manner and in the order specified in the Indenture and in the
applicable Supplemental Indenture. The Indenture shall not be discharged until all Reserve Facility Costs
owing to a Reserve Facility Provider have been paid in full.
If the Commission subsequently incurs a Subordinate Obligation in the form of or securing
payment of a TIFIA Loan that is secured by an Account within the Subordinate Obligations Reserve
Fund, upon the occurrence of a Bankruptcy Related Event of which the Trustee shall be notified in
writing, such Account within the Subordinate Obligations Reserve Fund will become an Account within
the Senior Lien Obligations Reserve Fund, will be funded on a parity with any other Accounts within the
Senior Lien Obligations Reserve Fund and will be available only to pay principal and interest on the
Parity Obligation in the form of or securing payment of such TIFIA Loan. The Parity Obligation in the
form of or securing payment of a TIFIA Loan will not be secured by any other Account within the Senior
Lien Obligations Reserve Fund.
Second Lien Obligations Reserve Fund. On the date of issuance of any Series of Second Lien
Obligations that has a Second Lien Obligations Reserve Requirement, the Second Lien Obligations
Reserve Requirement for those Second Lien Obligations shall be deposited in the Second Lien
Obligations Reserve Fund in an Account solely for the benefit of those Second Lien Obligations.
Alternatively, the Supplemental Indenture for any Series of Second Lien Obligations may establish a
pooled Second Lien Obligations Reserve Requirement for that Series of Second Lien Obligations and any
one or more subsequently issued Series of Second Lien Obligations with the same pooled Second Lien
Obligations Reserve Requirement, in which case the Second Lien Obligations Reserve Requirement for
such Series of Second Lien Obligations shall be deposited in the Second Lien Obligations Reserve Fund
in an Account solely for the benefit of those Second Lien Obligations and any additional Second Lien
Obligations with the same pooled Second Lien Obligations Reserve Requirement, and on the date of
issuance of any such additional Second Lien Obligations, there shall be deposited in the Account the
amount necessary to increase the balance in the Account to an amount equal to the Second Lien
Obligations Reserve Requirement for all Second Lien Obligations secured by that Account.
The Fourth Supplemental Indenture establishes the 2021 Series C Second Lien Obligations
Reserve Account within the Second Lien Obligations Reserve Fund, to be funded in the amount of the
2021 Series C Second Lien Obligations Reserve Requirement, solely for the benefit of the holders of the
2021 Series C Second Lien Bonds and any Second Lien Obligations issued to refinance all or a portion of
the 2021 Series C Second Lien Bonds.
Monies on deposit in each Account within the Second Lien Obligations Reserve Fund shall be
applied by the Trustee as follows:
(1) If on any (x) interest payment date for Second Lien Obligations secured by an
Account within the Second Lien Obligations Reserve Fund, (y) principal payment date for such
Second Lien Obligations or (z) redemption date on which such Second Lien Obligations are
subject to mandatory sinking fund redemption, the amount on deposit in the applicable Account
of the Second Lien Obligations Fund, determined after taking into account all amounts transferred
to such Account of the Second Lien Obligations Fund in accordance with clauses Sixth and
Seventh of the clauses describing the Indenture flow of funds, and amounts transferred from the
following Funds in the following order of priority, the Residual Fund, the Capital Expenditures
Fund, the Repair and Rehabilitation Fund and the Toll Revenue Fund in accordance with the
Indenture on or prior to such date, is not sufficient to pay interest and/or principal and/or the
redemption price (excluding any redemption premium) due on such Second Lien Obligations,
then moneys shall be transferred to the Second Lien Obligations Interest Account and/or the
Second Lien Obligations Principal Account, as applicable, from the applicable Account of the
99223117.18 21
Second Lien Obligations Reserve Fund which, together with moneys then on deposit in the
applicable Account of the Second Lien Obligations Fund, will be sufficient to pay interest and/or
principal and/or the redemption price (excluding any redemption premium) due on such Second
Lien Obligations on such date. Moneys shall be transferred first to the Second Lien Obligations
Interest Account until such Account, together with any available funds then on deposit in the
Second Lien Obligations Interest Account is sufficiently funded with respect to such Second Lien
Obligations and thereafter, to the Second Lien Obligations Principal Account until such Account,
together with any available funds then on deposit in the Second Lien Obligations Principal
Account is sufficiently funded with respect to such Second Lien Obligations.
(2) Upon the maturity of the Second Lien Obligations secured by funds on deposit in
an Account of the Second Lien Obligations Reserve Fund or upon the earlier redemption of all or
any portion of such Second Lien Obligations, the Commission may direct the Trustee to transfer
amounts on deposit in the applicable Account within the Second Lien Obligations Reserve Fund
to the Second Lien Obligations Principal Account for application to the final payment of principal
of all or a portion of the Second Lien Obligations secured thereby or to an escrow account
established for defeasance of such Second Lien Obligations pursuant to the Indenture, provided
that, if less than all of the Second Lien Obligations mature or are redeemed, the amount
remaining on deposit in such Account of the Second Lien Obligations Reserve Fund following
any such transfer shall not be less than the Second Lien Obligations Reserve Requirement
applicable to the Second Lien Obligations secured thereby to remain Outstanding.
(3) Except as provided in paragraph (2) above, any amounts on deposit in an
Account of the Second Lien Obligations Reserve Fund in excess of the applicable Second Lien
Obligations Reserve Requirement shall be transferred to the Toll Revenue Fund.
The lien on the Second Lien Obligations Reserve Fund (and all earnings thereon) shall apply only
to the Second Lien Obligations and the related interest of the Holder of such Second Lien Obligations
with respect to amounts on deposit in such Fund from time to time, and such amounts shall be solely for
the benefit of such Holder of Second Lien Obligations until such funds have been disbursed in accordance
with the Indenture.
The Second Lien Obligations Reserve Requirement for any Series of Second Lien Obligations
may be permitted or required by the Supplemental Indenture establishing the Second Lien Obligations
Reserve Requirement to be funded in whole or in part with a Reserve Facility. The terms and conditions
for any Reserve Facility shall be set forth in the Reserve Facility or the Supplemental Indenture
establishing the Second Lien Obligations Reserve Requirement to be met in whole or in part by the
Reserve Facility, provided that those terms and conditions shall conform to and be consistent with the
provisions set forth in the Indenture. The Trustee shall withdraw cash (and liquidate investments to
produce cash) and draw on Reserve Facilities in or with respect to any Account in the Second Lien
Obligations Reserve Fund to fund payments of principal of and interest on Second Lien Obligations
supported by such Account in the Second Lien Obligations Reserve Fund in the manner and in the order
specified in the Indenture and in the applicable Supplemental Indenture. The Indenture shall not be
discharged until all Reserve Facility Costs owing to a Reserve Facility Provider have been paid in full.
Repair and Rehabilitation Fund. The Trustee shall, in accordance with clause Thirteenth of the
clauses describing the Indenture flow of funds, cause amounts in the Toll Revenue Fund, to the extent
available, to be deposited into the Repair and Rehabilitation Fund from time to time in an amount equal to
the Scheduled Repair and Rehabilitation Fund Required Deposit. Any amounts on deposit in the Repair
and Rehabilitation Fund certified by the Commission as no longer being needed for Repair and
Rehabilitation Fund Permitted Expenditures shall be transferred to the Toll Revenue Fund.
On each date on which Repair and Rehabilitation Fund Permitted Expenditures are due and
payable or reasonably expected to become due and payable, monies on deposit in the Repair and
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Rehabilitation Fund shall be applied by the Trustee pursuant to a Written Request of the Commission to
pay such Repair and Rehabilitation Fund Permitted Expenditures.
If, after transferring any funds then on deposit in the Residual Fund and in the Capital
Expenditures Fund in accordance with the Indenture, on the Business Day prior to an interest payment
date or principal payment date, the amount then on deposit in the Senior Lien Obligations Fund, the
Second Lien Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of,
and/or interest on, the related Senior Lien Obligations, Second Lien Obligations and/or Subordinate
Obligations secured thereby then due, the Trustee shall make the following transfers from amounts on
deposit in the Repair and Rehabilitation Fund in the following order of priority; first, to the Senior Lien
Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest
payment date or principal payment date on the Senior Lien Obligations; second, to the Second Lien
Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest
payment date or principal payment date on the Second Lien Obligations and third, to the Subordinate
Obligations Fund, the amount necessary to pay principal and interest due and payable on such interest
payment date or principal payment date on the Subordinate Obligations.
Residual Fund; Surplus Fund. If on the Business Day prior to an interest payment date or
principal payment date, the amount then on deposit in the Senior Lien Obligations Fund, the Second Lien
Obligations Fund or the Subordinate Obligations Fund is insufficient to pay the principal of, and/or
interest on, the related Senior Lien Obligations, Second Lien Obligations and/or Subordinate Obligations
secured thereby then due, the Trustee shall make the following transfers from amounts on deposit in the
Residual Fund in the following order of priority; first, to the Senior Lien Obligations Fund, the amount
necessary to pay principal and interest due and payable on such interest payment date or principal
payment date on the Senior Lien Obligations; second, to the Second Lien Obligations Fund, the amount
necessary to pay principal and interest due and payable on such interest payment date or principal
payment date on the Second Lien Obligations and third, to the Subordinate Obligations Fund, the amount
necessary to pay principal and interest due and payable on such interest payment date or principal
payment date on the Subordinate Obligations.
Funds on deposit in the Surplus Fund and funds credited to such Fund will not be subject to the
lien and pledge of the Indenture, and the Commission will have the exclusive right to withdraw or
otherwise dispose of or transfer funds on deposit in the Surplus Fund to any account (or to such Person)
as directed by the Commission in writing in its sole discretion.
A graphical summary of the flow of Toll Revenues described above is presented in the following
chart.
[Remainder of page intentionally left blank.]
99223117.18
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RCTC 91 EXPRESS LANES
TOLL REVENUES FLOW OF FUNDS
Toll Revenue Fund
Operation and
Maintenance Fund
Rebate Fund
Senior Lien
Obligations
Interest Account
Senior Lien
Obligations
Principal Account
Senior Lien
Obligations
Reserve Fund
Second Lien
Obligations
Interest Account
Second Lien
Obligations Principal
Account
Second Lien
Obligations Reserve
Fund
Subordinate
Obligations
Interest Account
Subordinate
Obligations Principal
Account
Subordinate
Obligations Reserve
Fund
Repair and
Rehabilitation Fund
Capital Expenditures
Fund
Hedging Termination
Obligations
._._._._._.r ._._._._._.
Residual Fund
Surplus
Fund
Funds and Accounts held by the Trustee
Funds and Accounts held by the Commission or amounts paid directly to
obligors
2021 Senior Bonds and 2013 Series B Senior Bonds debt service payable from amounts
deposited in Senior Lien Obligations Funds and Accounts.
2021 Series C Second Lien Bonds debt service payable from amounts deposited in Second
Lien Obligations Funds and Accounts.
99223117.18
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2021 Series A Senior Bonds Designated as 2013 Bonds Reserve Account Obligations
The 2021 Series A Senior Bonds are designated as 2013 Bonds Reserve Account Obligations
pursuant to the Third Supplemental Indenture. As such, the Trust Estate securing the 2021 Series A
Senior Bonds includes amounts held in the 2013 Bonds Reserve Account within the Senior Lien
Obligations Reserve Fund. On the date of delivery of the 2021 Series A Senior Bonds, proceeds of the
2021 Series A Senior Bonds in the amount of $ , representing the additional amount needed
to meet the 2013 Bonds Reserve Requirement following issuance of the 2021 Series A Senior Bonds and
refunding of the 2013 Series A Senior Bonds, will be deposited in the 2013 Bonds Reserve Account.
Funds held in the 2013 Bonds Reserve Account shall secure only the 2013 Bonds Reserve Account
Obligations, which at closing will consist of the 2021 Series A Senior Bonds and the 2013 Series B
Senior Bonds, and such amounts shall be applied pursuant to the Indenture to make up any shortfall in the
payment of interest, principal and/or redemption price (excluding any redemption premium) due on the
2013 Bonds Reserve Account Obligations.
The First Supplemental Indenture defines "2013 Bonds Reserve Requirement" to mean, with
respect to the 2013 Bonds Reserve Account Obligations, which at closing will consist of the 2021 Series
A Senior Bonds and the 2013 Series B Senior Bonds, an amount, calculated as of the most recent Issue
Date of 2013 Bonds Reserve Account Obligations, equal to the least of (i) Maximum Annual Debt
Service on the Outstanding 2013 Bonds Reserve Account Obligations, (ii) one hundred twenty-five
percent (125%) of average Annual Debt Service on the 2013 Bonds Reserve Account Obligations, or (iii)
ten percent (10%) of the original principal amount of the 2013 Bonds Reserve Account Obligations.
2021 Series B Senior Bonds Reserve Account
The Trust Estate securing the 2021 Series B Senior Bonds includes amounts held in the 2021
Series B Senior Bonds Reserve Account within the Senior Lien Obligations Reserve Fund. On the date of
delivery of the 2021 Series B Senior Bonds, proceeds of the 2021 Series B Senior Bonds in the amount of
$ , representing the 2021 Series B Senior Bonds Reserve Requirement, will be deposited in
the 2021 Series B Senior Bonds Reserve Account. Funds held in the 2021 Series B Senior Bonds Reserve
Account shall secure only the 2021 Series B Senior Bonds Reserve Account Obligations, and such
amounts shall be applied pursuant to the Indenture to make up any shortfall in the payment of interest,
principal and/or redemption price (excluding any redemption premium) due on the 2021 Series B Senior
Bonds Reserve Account Obligations, which at closing will consist of the 2021 Series B Senior Bonds.
The Third Supplemental Indenture defines "2021 Series B Senior Bonds Reserve Requirement"
to mean, with respect to the 2021 Series B Senior Bonds and any other 2021 Series B Senior Bonds
Reserve Account Obligations, an amount, calculated as of the most recent Issue Date of 2021 Series B
Senior Bonds Reserve Account Obligations, equal to the least of (i) Maximum Annual Debt Service on
the Outstanding 2021 Series B Senior Bonds Reserve Account Obligations, (ii) one hundred twenty-five
percent (125%) of average Annual Debt Service on the 2021 Series B Senior Bonds Reserve Account
Obligations, or (iii) ten percent (10%) of the original principal amount of the 2021 Series B Senior Bonds
Reserve Account Obligations.
2021 Series C Second Lien Obligations Reserve Account
The Trust Estate securing the 2021 Series C Second Lien Bonds includes amounts held in the
2021 Series C Second Lien Obligations Reserve Account within the Second Lien Obligations Reserve
Fund. On the date of delivery of the 2021 Series C Second Lien Bonds, proceeds of the 2021 Series C
Second Lien Bonds in the amount of $ , representing the 2021 Series C Second Lien Bonds
Reserve Requirement, will be deposited in the 2021 Series C Second Lien Obligations Reserve Account.
Funds held in the 2021 Series C Second Lien Obligations Reserve Account shall secure only the 2021
Series C Second Lien Obligations Reserve Account Obligations, and such amounts shall be applied
pursuant to the Indenture to make up any shortfall in the payment of interest, principal and/or redemption
99223117.18
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price (excluding any redemption premium) due on the 2021 Series C Second Lien Obligations Reserve
Account Obligations, which at closing will consist of the 2021 Series C Second Lien Bonds.
The Fourth Supplemental Indenture defines "2021 Series C Second Lien Bonds Reserve
Requirement" to mean, with respect to the 2021 Series C Second Lien Bonds and any other 2021 Series C
Second Lien Obligations Reserve Account Obligations, an amount, calculated as of the most recent Issue
Date of 2021 Series C Second Lien Obligations Reserve Account Obligations, equal to the least of (i)
Maximum Annual Debt Service on the Outstanding 2021 Series C Second Lien Obligations Reserve
Account Obligations, (ii) one hundred twenty-five percent (125%) of average Annual Debt Service on the
2021 Series C Second Lien Obligations Reserve Account Obligations, or (iii) ten percent (10%) of the
original principal amount of the 2021 Series C Second Lien Obligations Reserve Account Obligations
with respect to all Outstanding 2021 Series C Second Lien Bonds.
Rate Covenant and Annual Budget
The Commission covenants that it shall at all times, beginning in the first full Fiscal Year
following the Substantial Completion Date for the RCTC 91 Express Lanes, establish, levy, maintain and
collect tolls in connection with the Toll Road and establish such charges for use of the property
constituting part of the Toll Road, including, without limitation and as permitted by law, leasehold
payments, concession payments, rents and other charges, as shall be sufficient, collectively, to produce
Net Revenue in each Fiscal Year, equal to or in excess of the ratios set forth in each of (1), (2), and (3)
below:
(1) one hundred fifty percent (150%) of the Annual Debt Service in such Fiscal Year
on all Outstanding Senior Lien Obligations;
(2) one hundred thirty percent (130%) of the Annual Debt Service in such Fiscal
Year on all Outstanding Senior Lien Obligations, Second Lien Obligations and Subordinate
Obligations; and
(3) one hundred percent (100%) of the Annual Debt Service in such Fiscal Year on
all Outstanding Obligations, plus the amounts required to be deposited into the Senior Lien
Obligations Reserve Fund, the Second Lien Obligations Reserve Fund, the Subordinate
Obligations Reserve Fund, the Capital Expenditures Fund and the Repair and Rehabilitation Fund
and any other Fund established by a Supplemental Indenture to be funded by Revenue.
In making the calculations in (1), (2), and (3) above, the Commission may take into consideration
as a credit against Annual Debt Service any amounts received, or reasonably expected to be received, in
the Fiscal Year from or as a result of any additional security irrevocably granted or pledged to the
Bondholders by the Commission with respect to the Obligations in accordance with the Indenture;
provided, that if such grant or pledge is not for the benefit of all Obligations, the amounts expected to be
received may only be taken into account when making the calculation with respect to the Obligations
receiving the benefit of such grant or pledge.
Beginning in the first full Fiscal Year following the Substantial Completion Date for the RCTC
91 Express Lanes, the Commission covenants: (i) to compute projected Net Revenue for each Fiscal Year
and the projected ratios described in (1), (2) and (3) above (each, a "Coverage Ratio") within ten Business
Days after the beginning of that Fiscal Year (such date of computation being hereinafter referred to as a
"Coverage Calculation Date"); (ii) to furnish promptly to the Trustee a Certificate of the Commission
setting forth the results of such computations; and (iii) if any Coverage Ratio is less than the applicable
rate requirement, to take such action as promptly as practicable after the Coverage Calculation Date
(including, without limitation, increasing Toll Revenues through toll increases) as the Commission
projects is necessary to cause each projected Coverage Ratio for each Fiscal Year to equal or exceed the
rate requirement for each such Fiscal Year.
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Within 60 days after the end of each Fiscal Year, the Commission will file with the Trustee a
report setting forth the Net Revenue for such Fiscal Year. The failure of toll rates to yield an amount
sufficient to achieve each Coverage Ratio shall not be deemed to constitute an Event of Default so
long as the Commission complies with the requirements set forth below. If any such report indicates
that the Net Revenue for such Fiscal Year was less than the amount required, then as soon as practicable
after delivering such report to the Trustee and the Commission shall take such actions as it deems
appropriate for the current Fiscal Year for purposes of meeting or exceeding such requirement. If any
such report indicates that the Net Revenue for such Fiscal Year was less than the amount required for a
second consecutive Fiscal Year, then as soon as practicable after delivering such report to the Trustee and
the Commission shall employ a Traffic Consultant to review and analyze the operations of the Toll Road
and to submit to the Commission's Board (the "Board"), as soon as practicable (but not later than such
date as will enable the Board to act upon it within 180 days after the end of the Fiscal Year in question), a
written report which shall include the actions that the Traffic Consultant recommends should be taken by
the Commission with respect to (i) revising the toll rates or the Commission's toll rate policies, (ii)
altering its methods of operation, or (iii) taking other action projected to produce the amount so required
to comply in each year with each Coverage Ratio (or, if less, the maximum amount deemed feasible by
the Traffic Consultant and that the Traffic Consultant estimates will not adversely affect the amount of
Net Revenue). Promptly upon its receipt of such written report (and, in any case, within 180 days after
the end of the Fiscal Year in question), after giving due consideration thereto, the Commission will revise
the toll rates or toll policies, as permitted by law, alter its methods of operation, or take such other action
as it deems appropriate. Such revisions, alterations, or actions need not comply with the recommendations
of the Traffic Consultant so long as Net Revenue projected by the Traffic Consultant to be produced by
the revisions, alterations or actions then taken by the Commission are at least equal to the amount
required under the Indenture.
The Commission further covenants that such toll rates for traffic using the Toll Road will be
established and maintained in a reasonable way to cover all traffic (other than vehicles used for
maintaining the Toll Road; police, fire, and other public emergency vehicles; buses owned and operated
by any public agency; vehicles with multiple passengers or which allow for a limited number of
passengers, including motorcycles, according to policies determined by the State or the Commission;
electric, hybrid -electric and other vehicles that meet emission -reduction policies determined by the State
or the Commission; vehicles which are otherwise exempt from payment of tolls under State or federal
law; and any vehicles during a public emergency declared by the Commission) consistent with the
requirements hereof, but with such classifications as the Commission may deem appropriate.
Notwithstanding any provision to the contrary, nothing in the Indenture shall be deemed to
require the Commission to collect tolls and other fees with respect to which the Commission has
determined, based upon a report from a Traffic Consultant, that the costs of collection would exceed the
amount of tolls and other fees expected to be collected; and provided further that nothing contained in the
Indenture shall prevent the Commission from temporarily reducing or eliminating tolls and other fees in
connection with programs which it intends to use to increase Net Revenue.
The Commission covenants that, for each Fiscal Year, it will take such actions as may be required
of it to prepare and will adopt an annual budget in accordance with applicable law, including the Act, and
the Toll Agreements. The Commission further covenants that it will provide to the Trustee (A) no later
than 30 days prior to the commencement of each Fiscal Year, an operating plan and a preliminary budget,
and (B) not later than the first day of each Fiscal Year, a copy of the Commission's final budget (such
copy of the final budget being referred to herein as the "Annual Operating Budget"). The Trustee shall
have no responsibility to review such preliminary budget or Annual Operating Budget and shall only
retain such documents as a repository for the holders of the Obligations.
Existing Obligations
As of the date hereof, the Commission has Outstanding $123,825,000 aggregate principal amount
of its 2013 Series A Senior Bonds. As of August 31, 2021, the Commission had Outstanding
99223117.18 27
approximately $89,708,073 in accreted value of its 2013 Series B Senior Bonds and $507,716,613
principal amount plus compounded interest of TIFIA Obligations, which are Subordinate Obligations
under the Indenture. Upon the issuance of the 2021 Series Bonds and deposit of other Commission funds
with the Escrow Agent, all or a portion of the 2013 Series A Senior Bonds, a portion of the 2013 Series B
Senior Bonds, and all of the TIFIA Obligations may be refunded and no longer Outstanding. See
"FINANCING PLAN" and "ESTIMATED SOURCES AND USES OF BOND PROCEEDS."
Additional Senior Lien Obligations
Upon the issuance of the 2021 Senior Bonds and the application of proceeds thereof, the
Commission's outstanding Senior Lien Obligations will include, in addition to the 2021 Senior Bonds,
approximately $ in accreted value of the 2013 Series B Senior Bonds (as of 1, 2021).
See "FINANCING PLAN." Additional Senior Lien Obligations may be issued if from time to time the
requirements described in clauses (a), (b) or (c) below are met.
(a) The Senior Lien Obligations are issued for purposes of refunding Outstanding Senior
Lien Obligations by providing funds for the payment of any or all of the following:
(1) The Bond Obligation, redemption or purchase price (including premium, if any)
of the Outstanding Senior Lien Obligations to be refunded;
(2) All expenses incident to the calling, retiring or paying of such Outstanding
Senior Lien Obligations, the Costs of Issuance of such refunding Senior Lien Obligations, and
any termination payments or other payments to the holders of obligations of the Commission
entered into pursuant to California Government Code Section 5922 (or any similar statute) related
to such Outstanding Obligations;
(3) Interest on all Outstanding Senior Lien Obligations to be refunded to the date
such Senior Lien Obligations will be called for redemption or paid at maturity; and
(4) Interest on the refunding Senior Lien Obligations from the date thereof to the
date of payment or redemption of the Senior Lien Obligations to be refunded;
provided that the Commission delivers a Certificate of the Commission to the effect that the
Commission projects that the Average Annual Debt Service on all Outstanding Obligations after
the issuance of the proposed additional Senior Lien Obligations will be less than the Average
Annual Debt Service on all Outstanding Obligations prior to the issuance of such proposed Senior
Lien Obligations; and provided further, that, if the maturity date of such additional Senior Lien
Obligations to be issued extends to a date later than the stated final maturity date of the
Obligations being refunded, then Net Revenue in each Fiscal Year from and after the stated final
maturity date of such refunded Obligations is projected to be not less than one hundred thirty
percent (130%) of the Annual Debt Service payable in each such Fiscal Year with respect to all
Outstanding Obligations, including the proposed additional Senior Lien Obligations.
Additionally, while the Commission has Outstanding Obligations in the form of or
securing payment of a TIFIA Loan, the Commission shall have received the written consent of
the TIFIA Lender, if required under the applicable TIFIA Loan Agreement, to such issuance.
(b) The Commission delivers a report of the Traffic Consultant to the effect that, as of the
date of issuance of the additional Senior Lien Obligations:
(1) Net Revenue during the preceding Calculation Period ending not more than
ninety (90) days prior to the date of delivery of the proposed additional Senior Lien Obligations,
was sufficient to satisfy the Toll Road rate covenant of the Indenture (which report may assume
99223117.18
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that a revision of the tolls that was approved and implemented by the Commission subsequent to
the beginning of such Calculation Period had been in effect for the entire Calculation Period), and
(2) projected Net Revenue for each Fiscal Year over the term of the proposed
additional Senior Lien Obligations is expected to be sufficient to satisfy the Toll Road rate
covenant of the Indenture in each Fiscal Year. In calculating projected Net Revenue, the Traffic
Consultant shall take into account amounts projected to be received from any change in toll
policy (provided that no additional approvals need to be obtained and no additional requirements
need to be satisfied in order to implement any such toll policy) and any additional toll lanes and
facilities to be designated as included within the definition of Toll Road.
Additionally, while the Commission has Outstanding Obligations in the form of or
securing payment of a TIFIA Loan, the Commission shall have received the written consent of
the TIFIA Lender, if required under the applicable TIFIA Loan Agreement, to such issuance.
(c) The Senior Lien Obligations constitute Completion Obligations; provided, however, that
prior to the incurrence of such Completion Obligations, the Commission shall furnish to the Trustee: (i) a
certificate of a licensed architect or Consulting Engineer estimating the costs of completing the facilities
for which such Completion Obligations are to be incurred, (ii) a Certificate of the Commission certifying
that the amount of such Completion Obligations to be incurred will be sufficient, together with other
funds, if applicable, to complete construction of the facilities as estimated by the architect or Consulting
Engineer in respect of which such Completion Obligation is to be incurred and pay capitalized interest, if
any, on Commission Obligations Outstanding during the completion period, and (iii) written evidence
from the applicable credit rating agency or agencies that such Senior Lien Obligations will be rated at an
investment grade rating by such credit rating agency; provided, further, that, while the Commission has
outstanding Obligations in the form of or securing payment of a TIFIA Loan held by the TIFIA Lender,
the Commission has received the written consent of the TIFIA Lender in accordance with the applicable
TIFIA Loan Agreement to such issuance.
Additional Second Lien Obligations or Subordinate Obligations
Upon the issuance of the 2021 Series C Second Lien Bonds and the application of proceeds
thereof, the Commission's outstanding Second Lien Obligations will consist of solely the 2021 Series C
Second Lien Bonds, and the Commission will have no Subordinate Obligations Outstanding. See
"FINANCING PLAN." Additional Second Lien Obligations or Subordinate Obligations (including
Subordinate Obligations in the form of or securing payment of one or more TIFIA Loans) may be issued
if from time to time the requirements described in clauses (a), (b) or (c) below are met.
(a) The Second Lien Obligations or Subordinate Obligations, as applicable, are issued for
purposes of refunding Outstanding Senior Lien Obligations, Outstanding Second Lien Obligations or
Outstanding Subordinate Obligations by providing funds for the payment of any or all of the following:
(1) The Bond Obligation, redemption or purchase price (including premium, if any)
of the Outstanding Senior Lien Obligations, Outstanding Second Lien Obligations or Outstanding
Subordinate Obligations to be refunded;
(2) All expenses incident to the calling, retiring or paying of such Outstanding
Senior Lien Obligations, Outstanding Second Lien Obligations or Outstanding Subordinate
Obligations, the Costs of Issuance of such refunding Second Lien Obligations or Subordinate
Obligations, and any termination payments or other payments to the holders of obligations of the
Commission entered into pursuant to California Government Code Section 5922 (or any similar
statute) related to such Outstanding Senior Lien Obligations, Outstanding Second Lien
Obligations or Outstanding Subordinate Obligations;
99223117.18
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(3) Interest on all Outstanding Senior Lien Obligations, Outstanding Second Lien
Obligations or Outstanding Subordinate Obligations to be refunded to the date such Senior Lien
Obligations, Second Lien Obligations or Subordinate Obligations will be called for redemption or
paid at maturity;
(4) Interest on the refunding Second Lien Obligations or Subordinate Obligations
from the date thereof to the date of payment or redemption of the Senior Lien Obligations,
Second Lien Obligations or Subordinate Obligations to be refunded;
provided that the Commission delivers a Certificate of the Commission to the effect that the
Commission projects that the Average Annual Debt Service on all Outstanding Obligations after
the issuance of the proposed additional Second Lien Obligations or Subordinate Obligations will
be less than the Average Annual Debt Service on all Outstanding Obligations prior to the
issuance of such proposed Second Lien Obligations or Subordinate Obligations; and provided
further, that, if the maturity date of such additional Second Lien Obligations or Subordinate
Obligations to be issued extends to a date later than the stated final maturity date of the
Obligations being refunded, then Net Revenue in each Fiscal Year from and after the stated final
maturity date of such refunded Obligations is projected to be not less than one hundred thirty
percent (130%) of the Annual Debt Service payable in each such Fiscal Year with respect to all
Outstanding Obligations, including the proposed additional Second Lien Obligations or
Subordinate Obligations.
Additionally, while the Commission has Outstanding Obligations in the form of or
securing payment of a TIFIA Loan, the Commission shall have received the written consent of
the TIFIA Lender, if required under the applicable TIFIA Loan Agreement, to such issuance.
(b) The Commission delivers a report of the Traffic Consultant to the effect that, as of the
date of issuance of the additional Second Lien Obligations or Subordinate Obligations:
(1) Net Revenue during the preceding Calculation Period ending not more than
ninety (90) days prior to the date of delivery of the proposed additional Second Lien Obligations
or Subordinate Obligations, was sufficient to satisfy the Toll Road rate covenant of the Indenture
(which report may assume that a revision of the tolls that was approved and implemented by the
Commission subsequent to the beginning of such Calculation Period had been in effect for the
entire Calculation Period), and
(2) projected Net Revenue for each Fiscal Year over the term of the proposed
additional Second Lien Obligations or Subordinate Obligations is expected to be sufficient to
satisfy the Toll Road rate covenant of the Indenture in each Fiscal Year. In calculating projected
Net Revenue, the Traffic Consultant shall take into account amounts projected to be received
from any change in toll policy (provided that no additional approvals need to be obtained and no
additional requirements need to be satisfied in order to implement any such toll policy) and any
additional toll lanes and facilities to be designated as included within the definition of Toll Road.
Additionally, while the Commission has Outstanding Obligations in the form of or
securing payment of a TIFIA Loan, the Commission shall have received the written consent of
the TIFIA Lender, if required under the applicable TIFIA Loan Agreement, to such issuance.
(c) Such Second Lien Obligations or Subordinate Obligations constitute Completion
Obligations; provided, however, that prior to the incurrence of such Completion Obligations, the
Commission shall furnish to the Trustee: (i) a certificate of a licensed architect or Consulting Engineer
estimating the costs of completing the facilities for which such Completion Obligations are to be incurred
and pay capitalized interest, if any on Commission Obligations Outstanding during the completion period,
and (ii) a Certificate of the Commission certifying that the amount of such Completion Obligations to be
incurred will be sufficient, together with other funds, if applicable, to complete construction of the
99223117.18 30
facilities as estimated by the architect or Consulting Engineer in respect of which such Completion
Obligation is to be incurred; provided, further, that, while the Commission has outstanding Obligations in
the form of or securing payment of a TIFIA Loan held by the TIFIA Lender, the Commission has
received the written consent of the TIFIA Lender in accordance with the applicable TIFIA Loan
Agreement to such issuance.
AMENDMENTS TO INDENTURE
The Third Supplemental Indenture includes certain amendments to the Indenture (collectively, the
"Amendments") arising from the completion of construction of the RCTC 91 Express Lanes and the
anticipated refunding and prepayment of the TIFIA Obligations. Pursuant to the Indenture, the Holders of
at least a majority in aggregate Bond Obligation of the Obligations Outstanding may consent to
amendments thereto. As provided in the Indenture, purchasers of the 2021 Series Bonds are deemed to
have irrevocably consented and agreed to the amendments to the Indenture set forth in the Third
Supplemental Indenture. Upon the issuance of the 2021 Series Bonds, the Amendments will become
effective pursuant to the Indenture. For a detailed description of the Amendments, potential investors
must review the applicable portions of "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS OF
THE INDENTURE."
The Amendments include changes to the rate covenant and the additional bonds test, and provide
for the elimination of required deposits to the Repair and Rehabilitation Fund, the Capital Expenditures
Fund and the Residual Fund, as well as the elimination of the Commission Equity Account and the Sales
Tax Revenue Bond Account. The Amendments, among other things, also amend and restate the definition
of "Scheduled Repair and Rehabilitation Fund Required Deposit" and add the following definitions of
"Repair and Rehabilitation Fund Current Fiscal Year Required Balance," "Repair and Rehabilitation Fund
Required Balance," and "Repair and Rehabilitation Fund Supplemental Balance":
"Repair and Rehabilitation Fund Current Fiscal Year Required Balance" means an
amount equal to the aggregate Repair and Rehabilitation Fund Permitted Expenditures
that the Commission projects will become due prior to the end of the current Fiscal Year,
less the amount of any federal, State or local grants that the Commission has budgeted to
pay for any portion of such Repair and Rehabilitation Fund Permitted Expenditures in the
current Fiscal Year and which the Commission reasonably expects to receive during such
Fiscal Year.
"Repair and Rehabilitation Fund Required Balance" means, for each Monthly
Funding Date, the sum of (a) one hundred percent (100%) of the Repair and
Rehabilitation Fund Permitted Expenditures that the Commission projects to become due
and payable in the Fiscal Year immediately succeeding the Fiscal year in which such
Monthly Funding Date occurs, plus (b) sixty-six percent (66%) of the Repair and
Rehabilitation Fund Permitted Expenditures that the Commission projects to become due
and payable in the Fiscal Year that is two Fiscal Years immediately succeeding the Fiscal
year in which such Monthly Funding Date occurs, plus (c) thirty-three percent (33%) of
the Repair and Rehabilitation Fund Permitted Expenditures that the Commission projects
to become due and payable in the Fiscal Year that is three Fiscal Years immediately
succeeding the Fiscal year in which such Monthly Funding Date occurs.
"Repair and Rehabilitation Fund Supplemental Balance" means, for each Monthly
Funding Date, the sum of (a) one hundred percent (100%) of the Commission's
forecasted shortfall, if any, in Net Revenues available to fund the Repair and
Rehabilitation Fund Required Balance in the Fiscal Year immediately succeeding the
Fiscal Year in which such Monthly Funding Date occurs, less any amounts that the
Commission reasonably expects to be available and budgeted from other sources of
funding for the purpose of paying the Repair and Rehabilitation Fund Permitted
Expenditures in such succeeding Fiscal Year, plus (b) sixty-six percent (66%) of the
99223117.18 31
Commission's forecasted shortfall, if any, in Net Revenues available to fund the Repair
and Rehabilitation Fund Required Balance in the Fiscal Year that is two Fiscal Years
immediately succeeding the Fiscal Year in which such Monthly Funding Date occurs,
less any amounts that the Commission reasonably expects to be available and budgeted
from other sources of funding for the purpose of paying the Repair and Rehabilitation
Fund Permitted Expenditures in such succeeding Fiscal Year, plus (c) thirty-three percent
(33%) of the Commission's forecasted shortfall, if any, in Net Revenues available to fund
the Repair and Rehabilitation Fund Required Balance in the Fiscal Year that is three
Fiscal Years immediately succeeding the Fiscal Year in which such Monthly Funding
Date occurs, less any amounts that the Commission reasonably expects to be available
and budgeted from other sources of funding for the purpose of paying the Repair and
Rehabilitation Fund Permitted Expenditures in such succeeding Fiscal Year.
"Scheduled Repair and Rehabilitation Fund Required Deposit" means, for each
Monthly Funding Date, one -sixth (1/6) of the amount, if any, necessary to make the funds
on deposit in the Repair and Rehabilitation Fund, less the Repair and Rehabilitation Fund
Current Fiscal Year Required Balance, equal to the sum of (i) the Repair and
Rehabilitation Fund Required Balance for such Fiscal Year, plus (ii) the Repair and
Rehabilitation Fund Supplemental Balance for such Fiscal Year, if any.
FINANCING PLAN
Application of Proceeds. The Commission intends through this transaction to refinance all or a
portion of its outstanding 2013 Series A Senior Bonds and all of its outstanding TIFIA Obligations related
to the RCTC 91 Express Lanes. As part of the transaction, the Commission intends to defease or prepay a
portion of its outstanding 2013 Series B Senior Bonds using available Commission funds. See
"ESTIMATED SOURCES AND USES OF BOND PROCEEDS."
The proceeds of the 2021 Series A Senior Bonds will be used to (i) refund all or a portion of the
Commission's outstanding 2013 Series A Senior Bonds, (ii) fund capitalized interest with respect to the
2021 Series A Senior Bonds, (iii) make a deposit to the 2013 Bonds Reserve Account (which will secure
the 2021 Series A Senior Bonds and the 2013 Series B Senior Bonds), and (iv) pay certain costs of
issuance of the 2021 Series A Senior Bonds, as described herein.
The proceeds of the 2021 Series B Senior Bonds will be used to (i) refund and prepay a portion of
the Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series by prepaying a
corresponding portion of its obligations under the TIFIA Obligations, (ii) pay the purchase price of 2013
Series A Senior Bonds accepted for tender for cash, if any, (iii) refund 2013 Series A Senior Bonds
tendered for exchange, if any, (iv) make a deposit to the 2021 Series B Senior Bonds Reserve Account,
and (v) pay certain costs of issuance of the 2021 Series B Senior Bonds, as described herein.
The proceeds of the 2021 Series C Second Lien Bonds will be used to (i) refund and prepay the
remaining portion of the Commission's outstanding TIFIA Obligations, (ii) make a deposit to the 2021
Series C Second Lien Obligations Reserve Account, and (iii) pay certain costs of issuance of the 2021
Series C Second Lien Bonds, as described herein.
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Tender for Purchase or Exchange - 2013 Series A Senior Bonds. On September , 2021, the
Commission, with the assistance of the Dealer Managers, released the Invitation to Tender or Exchange,
inviting owners of the Commission's outstanding 2013 Series A Senior Bonds to tender such bonds for
purchase by the Commission and cancellation or to exchange such bonds for a portion of the 2021 Series
B Senior Bonds. Any purchase of 2013 Series A Senior Bonds will be funded by the Commission from a
portion of the proceeds of the 2021 Series A Senior Bonds. See "ESTIMATED SOURCES AND USES
OF FUNDS." The 2013 Series A Senior Bonds subject to tender for purchase or exchange are listed in the
table below.
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds
2013 Series A (Current Interest Bonds)
Maturity Date Par Amount CUSIP
(June 1) Outstanding (Base No. 76912D)
2044 $39,315,000 AA6
2048 84,510,000 AB4
Owners of the 2013 Series A Senior Bonds must review the Invitation to Tender or Exchange for
further information regarding the Commission's offer. The Invitation to Tender or Exchange provides that
all tenders for purchase or exchange must be made on or before (the "Expiration Date").
Immediately following the Expiration Date, the Commission will determine whether to accept the 2013
Series A Senior Bonds tendered for purchase or exchange. The Commission anticipates that, subject to
market conditions, all 2013 Series A Senior Bonds that are not tendered for purchase or exchange will be
refunded from proceeds of 2021 Series A Senior Bonds, together with other available moneys, as
described below.
Refunding of 2013 Series A Senior Bonds. The 2013 Series A Senior Bonds were issued
pursuant to the Master Indenture, as supplemented by the First Supplemental Indenture, in the aggregate
principal amount of $123,825,000, all of which remains Outstanding. Pursuant to the terms of an Escrow
Agreement, dated as of October 1, 2021 (the "2013 Series A Senior Bonds Escrow Agreement"), by and
between the Commission and U.S. Bank National Association, as escrow agent (the "Escrow Agent"), a
portion of the proceeds of the 2021 Series A Senior Bonds, together with other available moneys
(collectively, the "Escrow Deposit"), will be deposited into the Escrow Fund established under the
Escrow Agreement (the "Escrow Fund") to refund and defease any 2013 Series A Senior Bonds not
subject to tender and purchase or exchange, as described above.
The Escrow Deposit will be sufficient to purchase Defeasance Securities, the principal and
interest of which when due will provide moneys that, together with uninvested moneys deposited with the
Escrow Agent, will be sufficient to pay (i) the interest on the 2013 Series A Senior Bonds being redeemed
through June 1, 2023 (the "Redemption Date") and (ii) the principal amount of the 2013 Series A Senior
Bonds being redeemed plus accrued and unpaid interest thereon (the "Redemption Price") on the
Redemption Date. Upon the Escrow Agent's receipt of the Escrow Deposit and purchase of the
Defeasance Securities, the 2013 Series A Senior Bonds being redeemed will also be defeased and will no
longer be Outstanding under the Indenture.
Defeasance of 2013 Series B Senior Bonds. The Commission expects to deposit available funds
with the Escrow Agent pursuant to the terms of an Escrow Agreement, dated as of October 1, 2021 (the
"2013 Series B Senior Bonds Escrow Agreement"), by and between the Commission and the Escrow
Agent, for the defeasance or prepayment of the 2013 Series B Senior Bonds maturing in the years
* Preliminary, subject to change.
99223117.18 33
Prepayment of TIFIA Obligations. To finance a portion of the construction costs of the RCTC
91 Express Lanes, the Commission borrowed approximately $421,054,409 plus compounded interest
under a TIFIA Loan Agreement with the United States Department of Transportation, evidenced by the
Commission's Toll Revenue Subordinate Bonds, 2013 TIFIA Series (collectively, the "TIFIA
Obligation"). The current outstanding amount of the TIFIA Obligation is $507,716,613 principal amount
plus compounded interest (as of August 31, 2021). The Commission intends to apply a portion of the
proceeds of the 2021 Series B Senior Bonds and the 2021 Series C Second Lien Bonds to prepay the
TIFIA Obligation in full, on the date of issuance of the 2021 Series Bonds. See "ESTIMATED
SOURCES AND USES OF BOND PROCEEDS."
Verification. Causey Demgen & Moore P.C., certified public accountants (the "Verification
Agent"), will deliver a report stating that the firm has verified the accuracy of mathematical computations
concerning the adequacy of the amounts deposited in the Escrow Fund to defease the 2013 Series A
Senior Bonds. See "VERIFICATION OF MATHEMATICAL COMPUTATIONS."
[Remainder of page intentionally left blank.]
99223117.18
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ESTIMATED SOURCES AND USES OF BOND PROCEEDS
The estimated sources and uses of the 2021 Series Bonds, and other available amounts, are presented below.
2021 Series A 2021 Series B 2021 Series C
Senior Bonds Senior Bonds Second Lien Bonds Total
Sources
Principal Amount $ $ $ $
Premium/(Discount)
Commission Contribution
Residual Fund Scheduled Retained Balance
Series 2013A Debt Service Fund Release
Subordinate Obligations Reserve Fund Release
Total Sources $ $ $ $
Uses
Purchase of Tendered 2013 Series A Senior Bonds $ $ $ $
2013 Series A Senior Bonds Escrow Deposit
2013 Series B Senior Bonds Escrow Deposit(1)
Prepayment of TIFIA Obligations
2013 Bonds Reserve Account Deposit
2021 Series B Senior Bonds Reserve Account Deposit
2021 Series C Second Lien Bonds Reserve
Account Deposit
2021 Series A Senior Bonds Capitalized
Interest Account Deposit
Underwriters' Discount
Costs of Issuance
Total Uses $ $ $ $
(1) Deposit to be made from a Commission contribution and Residual Fund scheduled retained balance.
99223117.18
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DEBT SERVICE REQUIREMENTS
The following table is the annualized debt service schedule for the 2021 Series Bonds assuming no redemption other than mandatory
sinking fund redemption.
2021 Series A 2021 Series B 2021 Series C
Fiscal Senior Bonds Senior Bonds Second Lien Bonds Grand
Year Principal Interest(1) Principal Interest Principal Interest Total
2022 $ $ $ $ $ $ $
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
Totals $ $ $ $ $ $ $
(1) Interest is capitalized through , 20 .
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RIVERSIDE COUNTY TRANSPORTATION COMMISSION
General
The Commission is a county transportation commission duly organized and existing pursuant to
the County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State
of California (Section 130000 et seq.) (as amended, the "Act"). The Commission began to oversee the
funding and coordination of public transportation services in 1977 within the County of Riverside (the
"County"). The Commission serves as the tax authority and implementation agency for the voter -
approved Measure A Transportation Improvement Program, which imposes a 1/2 cent sales tax within the
County to fund transportation improvements. The County was organized in 1893 from territory in San
Bernardino and San Diego Counties and encompasses 7,177 square miles. The County is bordered on the
north by San Bernardino County, on the east by the State of Arizona, on the south by San Diego and
Imperial Counties and on the west by Orange and San Bernardino Counties. The County is the fourth
largest county (by area) in the State of California (the "State") and stretches 185 miles from the Arizona
border to within 20 miles of the Pacific Ocean. There are 28 incorporated cities in the County.
The Commission is charged with a number of important responsibilities in serving the residents
of the County. Administering the sales tax program has been by far the most prominent of these
responsibilities. The Commission, which has the responsibility of placing future transportation ballot
measures before the public, was successful in November 2002 in obtaining more than two-thirds voter
approval of the Measure A Sales Tax.
In addition to the Commission's Measure A responsibilities, the Commission has also been
designated as the congestion management agency for the County. As the CMA, the Commission has
developed a congestion management program that more effectively utilizes transportation funds by
linking land use, transportation and air quality efforts.
The Commission serves as the Service Authority for Freeway Emergencies and operates the
freeway service patrol (the "FSP") for the County. As a result of these programs, there are 158 callboxes
(136 along County roadways and 22 at Metrolink station parking lots) and 28 FSP tow trucks providing
assistance to more than 59,000 motorists annually.
In 1998, the State Legislature gave new authority to the Commission by changing the way
funding is distributed from the State Transportation Improvement Program, which is funded through state
and federal gas taxes. In simple terms, counties no longer apply to the State for funding their most urgent
transportation needs. Instead, State transportation dollars are given directly as an entitlement, leaving the
decision making about transportation spending up to the designated county transportation commission
like the Commission. While this gives the Commission greater control over how transportation dollars
are spent, it also requires a much higher level of local communication and participation to determine how
these dollars are spent throughout a county with many transportation needs. The Commission has the
responsibility to program funds received under the California Transportation Development Act, a
statewide source of funding for transit purposes, primarily to the County's major public transit providers,
although the Commission has no responsibility to provide transit services.
The Transportation Expenditure Plan
On November 5, 2002, 69.2% of the voters of the County approved Measure "A" — The Riverside
County Transportation Commission Transportation Expenditure Plan (the "Expenditure Plan") and Retail
Transaction and Use Tax Ordinance (the "Ordinance"), which renewed a half -cent sales tax for
transportation levied by the Commission within the County through 2039.
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The Ordinance provides that sales tax revenues generated by Measure A ("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 funds (including proceeds of bonds secured by such sales tax revenues) be allocated for highway
and regional arterial projects, local streets and roads, transit and commuter rail, new corridors and
economic development. In the Western County, $370 million is to be used for new corridor projects,
$1.020 billion for highway projects, $300 million for regional arterial projects, $390 million for public
transit, $970 million for local street and road improvements, $270 million for bond financing costs, and
the remaining $40 million for economic development projects. In the Coachella Valley, fifty percent is to
be earmarked for its highway and regional arterial system, thirty-five percent for local streets and roads,
and the remaining fifteen percent for transit. All Palo Verde Valley funds are designated for the
maintenance of local streets and roads.
Sales Tax Revenues and proceeds of bonds payable from Sales Tax Revenues may not be
expended on improvements to the RCTC 91 Express Lanes directly relating to the tolled lanes, but may
instead be expended on ancillary projects authorized in the Expenditure Plan, including general purpose
lane construction and right-of-way acquisition.
Commissioners
Section 130053 of the California Public Utilities Code specifies that the Commission consists of
five members of the County Board of Supervisors, one member from each incorporated city in the County
(each of whom must be a mayor or member of the City Council) and one non -voting member appointed
by the governor of the State of California. The role of the Commission is to act as a policy -making board
for Riverside County transportation activities.
To enhance County -wide participation and improve its decision -making, the Commission made a
major change in its structure in 1999 by expanding the Board from eight members to 30. The Board
expanded in 2008, 2010 and 2011 with the addition of four members in total representing newly
incorporated cities. The current Board now has 34 members. The expanded Commission ensures better
representation throughout the County and provides the participatory framework for continued success in
carrying out these responsibilities.
Executive Staff
The Commission's key staff members, the position held by each and a brief statement of the
background of each staff member are set forth below.
Anne Mayer, Executive Director. Anne Mayer was appointed in October 2007 as the Executive
Director of the Commission. She is responsible for overall management of the Commission including
execution of operational policies and procedures and all personnel decisions. Ms. Mayer joined the
Commission in May 2005 as Deputy Executive Director. Prior to joining the Commission, she was the
District 8 Director for the California Department of Transportation ("Caltrans"). Ms. Mayer is a
Professional Engineer in the State of California with over 38 years of experience in the public works field.
Ms. Mayer holds a civil engineering degree from Michigan State University.
John Standiford, Deputy Executive Director. In January 2008, John Standiford was appointed
as Deputy Executive Director for the Commission. He joined the Commission in 1999 and was the Public
Affairs Director prior to his current appointment. Mr. Standiford also served as the Manager of
Government and Media Relations for the OCTA, where he worked for more than seven years. Earlier in
his career, Mr. Standiford worked for three state legislators from the Los Angeles area. He received his
bachelor and master's degrees from the University of California, Irvine.
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Theresia Trevino, Chief Financial Officer. Ms. Trevino joined the Commission as the Chief
Financial Officer in January 2004. Ms. Trevino will be retiring at the end of 2021; a replacement has not
yet been named. Her responsibilities include financial, budget, procurement, investment and debt
management of a multi -modal program that includes highway, transit, rail, motorist assistance, and
tolling. Ms. Trevino manages one of the largest self-help transportation sales tax financing programs in
California and the toll revenue financing program. Ms. Trevino previously worked as Manager of
Accounting and Financial Reporting for the OCTA. Ms. Trevino's 19 -year public accounting career
included 16 years with Ernst & Young LLP. As Senior Manager in its Assurance and Advisory Business
Services practice serving government clients, she led the development of the Southern California practice.
She is a Certified Public Accountant in California and completed the Leadership Academy of the
International Bridge, Tunnel and Turnpike Association. Ms. Trevino received a bachelor of science
degree in accounting from Loyola Marymount University with Magna Cum Laude Honors.
David Thomas, Toll Project Delivery Director. David Thomas was appointed as the Toll
Project Delivery Director in 2021 after having served as the Toll Project Manager since joining the
Commission in 2011. He is responsible for managing the toll project delivery which includes the
planning, design, and construction of the Commission's tolled express lane facilities. He previously
worked in consulting engineering and for Caltrans as a project manager and design manager delivering
various transportation projects of all sizes in California. Mr. Thomas has 31 years of experience in
transportation infrastructure and is a Professional Engineer in the State of California. He holds a bachelor
of science degree in civil engineering from the California State University at Long Beach and a masters of
science degree in civil engineering from the University of California at Irvine.
Jennifer Crosson, Toll Operations Director. Jennifer Crosson was appointed as the Toll
Operations Director in 2021 after having served as the Toll Operations Manager since joining the
Commission in 2015. She is responsible for managing the toll operations which includes the development
and operation of the Commission's current and future tolled express lane facilities. Prior to joining the
Commission, she was a senior consultant in the national toll practice at Jacobs Engineering and spent 17
years as a staff at the Transportation Corridor Agencies. Ms. Crosson has over 27 years of experience
developing and operating toll roads and express lanes. She holds a bachelor of science degree in
accounting from the University of Southern California and is a Certified Public Accountant (inactive).
RCTC 91 EXPRESS LANES
The RCTC 91 Express Lanes, constructed by the Commission along the median of State Route 91
("SR -91") in Riverside County, consist of two tolled express lanes in each direction running
approximately eight miles, between the Orange County/Riverside County line to the west and Interstate
15 ("1-15") that constitute a part of the Riverside SR -91 Corridor Improvement Project, and the portion of
the 15/91 Express Lanes Connector project on the SR -91 that extends east of I-15, related improvements
and an electronic toll collection and enforcement system. At the Orange County/Riverside County line,
the RCTC 91 Express Lanes connect with the tolled express lanes (the "OCTA 91 Express Lanes")
operated by the Orange County Transportation Authority ("OCTA"), using a two-mile long mixing area
(allowing vehicles to use either or both sections of the tolled lanes). The portion of SR -91 that includes
the 91 Express Lanes provides motorists with two tolled express lanes and five general purpose lanes in
each direction.
The RCTC 91 Express Lanes have fully automated tolling, including the application of managed
lane variable pricing based on the day and time of travel. The variable pricing approach adjusts toll rates
based on the number of vehicles on the road in a manner designed to maintain "free flow" conditions.
Toll rates may be changed in accordance with the toll policy approved by the Commission's Board
without the need to have separate Board approval for each increase. Tolls on each of the OCTA 91
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Express Lanes and the RCTC 91 Express Lanes are charged independently. When travelling along SR -91,
vehicles may use either or both of such tolled express lanes, or may use the general purpose lanes (which
are free of charge).
The RCTC 91 Express Lanes opened to motorists on March 20, 2017. Ridership on the RCTC 91
Express Lanes and the revenues generated have exceeded forecasts made in the original Traffic and
Revenue Study and Engineer's Technical Report prepared in connection with the issuance of the
Commission's toll revenue bonds in 2013. See "TRAFFIC AND REVENUE ESTIMATES" and
"ENGINEER'S TECHNICAL REPORT."
Construction costs for the RCTC 91 Express Lanes totaled approximately $1.4 billion, and were
partially financed through the issuance pursuant to the Master Indenture, First Supplemental Indenture
and Second Supplemental Indenture of $123,825,000 in aggregate principal amount of the 2013 Series A
Senior Bonds, $52,829,601.60 in initial principal amount of the 2013 Series B Senior Bonds, and the
proceeds of a TIFIA Loan in the initial principal amount of $421,054,409 plus compounded interest,
evidenced by the Commission's Toll Revenue Subordinate Bonds, 2013 TIFIA Series. The Commission
intends to refund all of the 2013 Series A Senior Bonds and prepay the TIFIA Obligations in full with
proceeds of the 2021 Series Bonds. See "FINANCING PLAN" herein.
Since completion of construction of the RCTC 91 Express Lanes, the Commission has completed
a westbound SR -91 "weave lane" between the express lanes and general purpose lanes and is currently
constructing a project to widen the westbound SR -91 general purpose lanes at the Orange
County/Riverside County line that is expected to be completed in late 2021. Other SR -91 corridor
projects are also advancing consistent with a regional agreement to prioritize and sequence these projects
in the corridor. A design -build contract for the I-15/SR-91 Express Lanes Connector (described below)
was awarded by the Commission at its March 2020 meeting. This project is scheduled for lane opening in
2023. The proposed SR-241/SR-91 Express Connector (241/91 EC) project has completed environmental
approvals and is now continuing to develop interagency agreements, toll operations planning, and final
design work.
In addition to the RCTC 91 Express Lanes, the Commission is also responsible for the
construction, operation and maintenance of tolled express lanes along I-15 running north and south from
SR -91 (the "RCTC 15 Express Lanes"). The Commission is currently undertaking the construction of a
direct connector project between the RCTC 91 Express Lanes to and from the northern segment of the
RCTC 15 Express Lanes (the "Express Lanes Connector"). The Express Lanes Connector will provide for
a seamless trip between the RCTC 91 Express Lanes and the northern segment of the RCTC 15 Express
Lanes. The toll system for the Express Lanes Connector will be designed to identify when and where a
vehicle enters the system in order to determine the combined toll for the inter -facility trip. This project
also includes operational improvements to extend the eastbound SR -91 outside general purpose lane and
the eastern end of the RCTC 91 Express Lanes approximately %2 mile east to Promenade Avenue to help
with vehicle merging in the area. In July 2021, the Commission issued a directive to the design -builder to
add a second express lane to the eastern end of the RCTC 91 Express Lanes.
The total cost of the Express Lanes Connector is approximately $270,000,000, of which
$180,000,000 will be funded through an appropriation of the State Legislature pursuant to Senate Bill
132. The remainder of the cost will be paid with surplus funds of the RCTC 91 Express Lanes. The
Commission entered into a design -build contract in the total amount of approximately $165,000,000 for
construction of the Express Lanes Connector in March 2020, with completion expected in 2023. The
Express Lanes Connector will be part of the RCTC 15 Express Lanes facility from a cost and operations
standpoint, but its users traverse both the RCTC 91 Express Lanes as well as the RCTC 15 Express Lanes
facility. As such, the toll paid by users of the Express Lanes Connector should be partly allocated to the
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RCTC 91 Express Lanes and partly allocated to the RCTC 15 Express Lanes facility. An analysis
undertaken by Stantec informed a Commission decision to allocate 70% of the toll revenue from Express
Lanes Connector users to the RCTC 91 Express Lanes. This allocation is expected to maintain the level of
toll revenue that the RCTC 91 Express Lanes would generate if the Express Lanes Connector were not
built. This toll revenue will constitute Toll Revenues under the Indenture. This 70% revenue stream is
reflected in Stantec's Updated Study. See "APPENDIX B-1 — RCTC 91 EXPRESS LANES
INVESTMENT GRADE TRAFFIC AND REVENUE STUDY —INVESTMENT GRADE STUDY
REFRESH 2018" and "APPENDIX B-2 — STANTEC BRINGDOWN LETTER."
Other I-15 corridor projects include preliminary engineering and environmental studies to support
an Environmental Impact Report and Environmental Assessment for the proposed I-15 Express Lanes
Project Southern Extension and interagency development with the San Bernardino County Transportation
Authority ("SBCTA") to extend the RCTC 15 Express Lanes north to the Riverside/San Bernardino
county line as part of SBCTA's express lanes program. The Commission is developing interagency
agreements and contributing to toll operations planning and final design with SBCTA, which is currently
in the design development phase.
OPERATION AND MAINTENANCE OF THE RCTC 91 EXPRESS LANES
General
The operation and maintenance of the RCTC 91 Express Lanes is performed primarily by two
contractors: Cofiroute USA LLC ("Cofiroute" or "Toll Operator") and Kapsch TrafficCom USA
("Kapsch" or "Toll Services Provider"). Cofiroute provides the back office system, customer service
operations and traffic operations center services. Cofiroute is responsible for transaction processing,
customer service, violation processing and incident management. Cofiroute provides these services for
both the Commission and OCTA pursuant to an agreement among OCTA, RCTC and Cofiroute. The
existing agreement was executed on May 24, 2013 and ended on September 30, 2020. The replacement
agreement was executed on January 28, 2020 (the "Toll Operator Agreement") and becomes effective on
September 30, 2020. The Toll Operator Agreement has an initial term that expires January 31, 2027, with
an option on the part of OCTA and RCTC to extend the term for two 3 -year periods. Notwithstanding
their physical connection and the use of the same toll operator, the OCTA 91 Express Lanes and the
RCTC 91 Express Lanes are independent enterprises and their finances are not commingled.
The Commission contracted with Kapsch in 2018 pursuant to change orders to an existing Toll
Services Contract for the I-15 Express Lanes Project, dated January 26, 2017 (collectively, the "Toll
Services Provider Agreement") to replace the former roadside system for the RCTC 91 Express Lanes,
including the technology to monitor vehicles, read transponders, record toll transactions and transmit
transactions to back office facilities. Replacement of the former roadside system enabled the Commission
to comply with State regulations requiring the acceptance of 6C transponders and will facilitate tolling
between the RCTC 91 Express Lanes, the future RCTC 15 Express Lanes and the future Express Lanes
Connector. Under the Toll Services Provider Agreement, Kapsch is responsible for the design,
procurement, installation, testing, operations, and maintenance of the new roadside toll collection system
for the RCTC 91 Express Lanes, the future RCTC 15 Express Lanes and the future Express Lanes
Connector. Kapsch also provides the roadside toll collections system and operation and maintenance for
the OCTA 91 Express Lanes.
The Commission is responsible for roadway maintenance of the RCTC 91 Express Lanes
infrastructure (e.g. pavement, barriers, channelizers, sign structures, etc.) pursuant to terms of a Toll
Facilities Agreement between the Commission and Caltrans. The Commission in turn contracts with
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Caltrans to perform this maintenance. Caltrans is also responsible for the operations and maintenance for
all SR -91 roadway elements outside the RCTC 91 Express Lanes.
Toll Contractors
Cofiroute, headquartered in Irvine, California, is a wholly -owned subsidiary of Cofiroute S.A.,
headquartered in Paris, France. Cofiroute S.A. is the largest private toll road operator in France, with
operations in Germany and the United Kingdom as well. Cofiroute S.A. is part of the VINCI Group, a
public company with more than 180,000 employees in over 100 countries.
Kapsch is an international provider of intelligent transportation systems in more than 50 countries
around the globe. As part of the Kapsch Group, Kapsch, with headquarters in Vienna, has subsidiaries and
branches in more than 30 countries. Kapsch has about 5,000 employees.
The Commission's payments to Cofiroute and Kapsch are a primary component of Operation and
Maintenance Expenses of the RCTC 91 Express Lanes. See "APPENDIX C — ENGINEER'S
TECHNICAL REPORT" for a detailed discussion of such Operation and Maintenance Expenses.
Toll Operator Agreement
Under the Toll Operator Agreement, Cofiroute is required to perform all aspects of the core
services for the RCTC 91 Express Lanes in the functional areas outlined below:
• Program Management and Administration, Information Systems Technology and
Telecommunication
• Customer Service, Violations Enforcement and Processing
• Traffic Operations Center
• Incident Management
• Emergency Services Coordination
Cofiroute also manages the posting of toll rates on the changeable message signs along the RCTC
91 Express Lanes and reports on traffic volumes, providing the basis for quarterly toll rate adjustments to
ensure that congestion on the RCTC 91 Express Lanes is managed.
Cofiroute is required by the Toll Operator Agreement to provide the following insurance
coverage:
• Commercial General Liability with a minimum limit of $5,000,000 per occurrence and
$10,000,000 general aggregate
• Automobile Liability with a combined single limit of not less than $5,000,000
• Workers' Compensation with a minimum limit of $1,000,000 each accident
• Commercial Crime with limits of not less than $5,000,000 per claim covering employee
dishonesty, forgery and alteration, monies and securities, and computer crime;
• Technology Errors and Omissions including privacy and network security liability
coverage, with limits of not less than $15,000,000 per incident and in the annual
aggregate
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The Technology Errors and Omissions coverage includes Privacy and Network Security (Cyber
Liability) insurance covering liability arising from (a) hostile action, or a threat of hostile action
("ransomware"), (b) "malware" including computer viruses, Trojan horses, worms and any other type of
malicious or damaging code, (c) dishonest, fraudulent, malicious, or criminal use of a computer system by
a person, whether identified or not, and whether acting alone or in collusion with other persons, (d) and
certain other matters specified in the Toll Operator Agreement. In addition to the Technology Errors and
Omissions coverage and Commercial Crime coverage (which includes computer crime) referenced above,
the Toll Operator Agreement contains various provisions that relate to liability for a cyber-security event.
Responsibility for such an event depends on specific facts, however, the agreement provides, among other
things, that Cofiroute is responsible for revenue lost due to the fault of contractor, including revenue lost
due to a data security breach. The Toll Operator Agreement also provides that Cofiroute bears all risk of
loss to the back office system, except for damage and loss caused by the sole negligence or willful
misconduct of OCTA, the Commission or by force majeure. In addition, the agreement includes a broad,
and uncapped negligence -based indemnity from Cofiroute.
As security for the performance of its obligations under the Toll Operator Agreement, Cofiroute
is required to provide an Operation and Maintenance Bond and a Performance Bond issued by sureties
authorized to do business in the State with an A.M Best Rating of A-, Class VIII, or better, or as
otherwise approved by OCTA and the Commission in their sole discretion. Initially, such Operation and
Maintenance Bond shall be in the amount of $30.9 million (decreasing annually to $10.8 million in the
third year of the contract) and such Performance Bond shall be in the amount of $14.3 million.
Toll Services Provider Agreement
Under the Toll Services Provider Agreement, Kapsch is responsible for the design, procurement,
installation, and testing of the roadside toll collection system for the RCTC 91 Express Lanes. Kapsch
completed installation of this toll collection system in 2019 and remains responsible for its operation and
maintenance. Kapsch provides 24 -hour continuous coverage for maintenance related activities for the
roadside toll collection system, including all hardware, equipment, software and firmware maintenance
for the toll points. Kapsch is required by the Toll Services Provider Agreement, which covers work on
both the RCTC 91 Express Lanes and the RCTC 15 Express Lanes, to provide the following insurance
coverage:
• Commercial General Liability with a minimum limit of $1,000,000 per occurrence and
$2,000,000 general aggregate
• Business Automobile Liability with a combined single limit of not less than $10,000,000
• Workers' Compensation with a minimum limit of $1,000,000 each accident
• Umbrella or Excess Liability Insurance to provide a total liability limit of not less than
$10,000,000 on an occurrence basis at least as broad as primary coverages for
commercial general liability, business automobile liability and employer's liability
• Commercial Crime with limits of not less than $5,000,000 per claim covering employee
dishonesty, forgery and alteration, monies and securities, and computer crime;
• Technology Errors and Omissions including privacy and network security liability
coverage, with limits of not less than $10,000,000 per incident and in the annual
aggregate
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" P r o f e s s i o n a l L i a b i l i t y , u n l e s s e x p l i c i t l y c o v e r e d u n d e r T e c h n o l o g y E r r o r s a n d O m i s s i o n s ,
w i t h l i m i t s n o t l e s s t h a n $ 5 , 0 0 0 , 0 0 0 p e r c l a i m a n d i n t h e a g g r e g a t e
T h e T o l l S e r v i c e s A g r e e m e n t p r o v i d e s f o r K a p s c h t o p a y l i q u i d a t e d d a m a g e s i f c e r t a i n K e y
P e r f o r m a n c e I n d i c a t o r s a r e n o t m e t . T o s e c u r e s u c h p a y m e n t a n d p e r f o r m a n c e , K a p s c h i s r e q u i r e d t o
p r o v i d e a n O p e r a t i o n s a n d M a i n t e n a n c e B o n d a n d a P e r f o r m a n c e B o n d i s s u e d b y s u r e t i e s a u t h o r i z e d t o
d o b u s i n e s s i n t h e S t a t e w i t h a n A . M . B e s t R a t i n g o f A - , C l a s s V I I , o r b e t t e r , o r a s o t h e r w i s e a p p r o v e d b y
R C T C i n i t s s o l e d i s c r e t i o n . S u c h O p e r a t i o n s a n d M a i n t e n a n c e B o n d s h a l l b e i n t h e a m o u n t o f
$ 3 9 , 9 0 6 , 2 8 1 a n d s u c h P e r f o r m a n c e B o n d s h a l l b e i n t h e a m o u n t o f $ 1 8 , 7 0 4 , 1 4 4 .
T h e o b l i g a t i o n s o f K a p s c h u n d e r t h e T o l l S e r v i c e s P r o v i d e r A g r e e m e n t a r e g u a r a n t e e d b y i t s
p a r e n t , K a p s c h T r a f f i c C o m A G , p u r s u a n t t o a G u a r a n t y t o r e m a i n i n f u l l f o r c e a n d e f f e c t d u r i n g t h e t e r m
o f t h e T o l l S e r v i c e s P r o v i d e r A g r e e m e n t , w h e r e b y K a p s c h T r a f f i c C o m A G g u a r a n t e e s t o R C T C f u l l a n d
p r o m p t p a y m e n t a n d p e r f o r m a n c e w h e n d u e o f a l l o b l i g a t i o n s o f K a p s c h u n d e r t h e T o l l S e r v i c e s
A g r e e m e n t .
E l e c t r o n i c T o l l i n g
T h e R C T C 9 1 E x p r e s s L a n e s i n c l u d e a n a l l - e l e c t r o n i c t o l l c o l l e c t i o n s y s t e m . A l l u s e r s a r e
r e q u i r e d t o h a v e a p r e p a i d a c c o u n t w i t h a t o l l i n g a g e n c y t h a t w i l l i s s u e a F a s T r a k t r a n s p o n d e r t o t h e
c u s t o m e r . F a s T r a k t r a n s p o n d e r s a r e f u l l y i n t e r o p e r a b l e w i t h a l l t o l l r o a d s a n d e x p r e s s l a n e s i n C a l i f o r n i a .
T h e R C T C 9 1 E x p r e s s L a n e s w e r e d e s i g n e d t o m a k e t h e t r a n s i t i o n f r o m u s i n g t h e O C T A 9 1 E x p r e s s
L a n e s t o t h e R C T C 9 1 E x p r e s s L a n e s a s s e a m l e s s a s p o s s i b l e ( a l t h o u g h t w o s e p a r a t e t o l l s w i l l b e c h a r g e d
t o v e h i c l e s e l e c t i n g t o u s e b o t h o f s u c h t o l l e d e x p r e s s l a n e s ) .
T o l l s a r e c o l l e c t e d a l o n g t h e r o u t e b e t w e e n s p e c i f i c p o i n t s , k n o w n a s t o l l p o i n t s . A t e a c h t o l l
p o i n t , a n o v e r h e a d a n t e n n a r e a d s t h e t r a n s p o n d e r i d e n t i f i c a t i o n , e n c r y p t i n g t h e n u m b e r f o r s e c u r i t y
c a u s i n g a c h a r g e t o b e l e v i e d t o t h e c u s t o m e r ' s a c c o u n t f o r t h e t o l l a m o u n t . E a c h t o l l p o i n t i s a l s o a
l o c a t i o n a t w h i c h c a m e r a s r e c o r d i m a g e s o f a v e h i c l e ' s l i c e n s e p l a t e f o r v i o l a t i o n e n f o r c e m e n t p u r p o s e s .
T o l l t r a n s p o n d e r t e c h n o l o g y i s p r e s c r i b e d b y S t a t e r e g u l a t i o n a n d o v e r s e e n b y C a l t r a n s . I n 2 0 1 7 ,
C a l t r a n s a m e n d e d i t s r e g u l a t i o n s t o c h a n g e t h e c u r r e n t t r a n s p o n d e r t e c h n o l o g y , w h i c h h a d b e e n i n p l a c e
s i n c e 1 9 9 3 , t o a n e w t e c h n o l o g y r e f e r r e d t o a s 6 C . T h i s a m e n d e d r e g u l a t i o n w a s s u p p o r t e d b y t h e
C o m m i s s i o n a n d a l l o t h e r o p e r a t i n g t o l l a g e n c i e s i n t h e S t a t e . T h e r e g u l a t i o n r e q u i r e d t o l l a g e n c i e s t o
b e g i n t r a n s i t i o n i n g t o 6 C t e c h n o l o g y b y J a n u a r y 2 0 1 9 . T h e n e w t e c h n o l o g y o f f e r s s e v e r a l b e n e f i t s ,
i n c l u d i n g s m a l l e r , m o r e p h y s i c a l l y a p p e a l i n g t r a n s p o n d e r s ( s o m e i n t h e f o r m o f a s t i c k e r ) t h a t d o n o t
r e q u i r e b a t t e r i e s , a n d c o s t s a v i n g s t h a t c a n b e p a s s e d o n t o c u s t o m e r s . I n s t e a d o f a c u s t o m e r a c c o u n t w i t h
a s i n g l e t r a n s p o n d e r t h a t i s s h a r e d a m o n g v e h i c l e s , t h e n e w 6 C t e c h n o l o g y m a k e s i t f e a s i b l e f o r t h e
C o m m i s s i o n t o r e q u i r e e a c h v e h i c l e t o h a v e i t s o w n t r a n s p o n d e r , t h e r e b y i n c r e a s i n g t h e n u m b e r o f
t r a n s p o n d e r s p e r a c c o u n t . T h e C o m m i s s i o n ' s r e v i s e d a c c o u n t f e e p o l i c y i n c l u d e s s u c h a r e q u i r e m e n t a n d
s p e c i f i e s d e c r e a s e d a d m i n i s t r a t i v e f e e s t o a l l o w i t t o r e m a i n c o m p e t i t i v e w i t h o t h e r t o l l a g e n c i e s . T h e
C o m m i s s i o n e s t i m a t e s t h a t i t s r e v i s e d a c c o u n t f e e p o l i c y w i l l d e c r e a s e a n n u a l r e v e n u e s f o r t h e R C T C 9 1
E x p r e s s L a n e s b y a p p r o x i m a t e l y $ 7 6 3 , 0 0 0 o n a v e r a g e , f o r e a c h y e a r t h r o u g h c a l e n d a r y e a r 2 0 4 0 .
C o f i r o u t e i s r e s p o n s i b l e f o r t h e c o l l e c t i o n , c o u n t i n g , h a n d l i n g , s t o r a g e , t r a n s f e r r i n g t o t h e
C o m m i s s i o n ' s a n d O C T A ' s a r m o r e d c a r s e r v i c e , a n d v e r i f i c a t i o n o f t h e d i s p o s i t i o n o f a l l c o l l e c t e d f u n d s .
T h i s i n c l u d e s c a s h p a y m e n t s , p a y m e n t s b y c r e d i t c a r d , c h e c k , o r o t h e r s o u r c e s a s s o c i a t e d w i t h b o t h R C T C
9 1 E x p r e s s L a n e s a c c o u n t s a n d c o l l e c t i o n s f r o m v i o l a t i o n s a n d / o r f i n e s . U n d e r t h e T o l l O p e r a t o r
A g r e e m e n t , t h e T e c h n o l o g y E r r o r s a n d O m i s s i o n s c o v e r a g e i n c l u d e s P r i v a c y a n d N e t w o r k S e c u r i t y
( C y b e r L i a b i l i t y ) i n s u r a n c e c o v e r i n g l i a b i l i t y a r i s i n g f r o m ( a ) h o s t i l e a c t i o n , o r a t h r e a t o f h o s t i l e a c t i o n
( " r a n s o m w a r e " ) , ( b ) " m a l w a r e " i n c l u d i n g c o m p u t e r v i r u s e s , T r o j a n h o r s e s , w o r m s a n d a n y o t h e r t y p e o f
9 9 2 2 3 1 1 7 . 1 8
4 4
malicious or damaging code, (c) dishonest, fraudulent, malicious, or criminal use of a computer system by
a person, whether identified or not, and whether acting alone or in collusion with other persons, (d) and
certain other matters specified in the Toll Operator Agreement. See "RISK FACTORS — Cybersecurity."
Pursuant to the Toll Operator Agreement, the Commission, OCTA and Bank of the West, as
custodian (the "Custodian"), have entered into a Master Custodial Account Agreement, dated as of
January 31, 2017 (the "Custodial Account Agreement"), which governs the custody and processing of all
toll revenues generated on the OCTA 91 Express Lanes and the RCTC 91 Express Lanes. The Custodian
holds all prepaid funds of Express Lanes customers in a single master account in trust for such customers
until such time as the customers utilize either the OCTA 91 Express Lanes or the RCTC 91 Express
Lanes, and will transfer funds either to OCTA's bank account or to the Trustee on behalf of RCTC as it
receives toll transaction information from Cofiroute. Aside from collecting funds for accounts funded
without the use of credit cards and collecting toll violation payments, Cofiroute does not have access to or
any beneficial interest in funds generated by toll transactions on the RCTC 91 Express Lanes.
Toll Rates
In June 2012, the Commission adopted an "enhanced" toll policy. Under this policy, tolls were to
be set by time of day, based on traffic demand observed during the prior three-month period. The toll
rates were to be reset quarterly and different rates would be applicable from time to time throughout each
weekday and on weekends. The Commission's enhanced toll policy was similar to OCTA's toll policy as
it tied toll increases to traffic volumes, but allowed for increases of off-peak toll rates once certain volume
thresholds were exceeded. This enhanced toll policy was helpful in mitigating the impact of COVID-19
during Fiscal Year 2020-21. For a discussion of measures implemented in response to the COVID-19
pandemic, see "INTRODUCTION — COVID-19 Pandemic."
During the first 16 months of operation, the RCTC 91 Express Lanes experienced demand that
materially exceeded original projections, leading to frequent toll rate adjustments. As a result, in October
2018 the Commission amended its toll policy to (i) provide for separate tolling for each express lane in
each direction, (ii) adjust peak volume pricing triggers and peak toll amounts, in order to optimize
throughput at free flow speeds and balance capacity and demand to serve customers who pay tolls as well
as carpoolers with three or more occupants in the vehicle who are offered discounted tolls, and (iii)
establish annual inflation adjustments tied to the Consumer Price Index for the region. See "APPENDIX
B-1 — RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND REVENUE STUDY —
INVESTMENT GRADE STUDY REFRESH 2018" and "APPENDIX B-2 — STANTEC BRINGDOWN
LETTER."
Toll Violations Enforcement
According to California statutes, where video imaging or a photo is used for enforcement, the toll
agency can pursue the vehicle's owner for collection of the toll plus penalties. Such enforcement
measures are to be taken when the vehicle owner is not a registered program customer, has insufficient
funds in his or her account, or has a closed account.
Pursuant to the toll collection system of the RCTC 91 Express Lanes, vehicle and license plate
images are captured whenever a vehicle passes under a toll gantry. Cofiroute and Kapsch are responsible
for performing image reviews to identify and verify license plate numbers. Such license plate numbers
may be linked to valid accounts resulting in the related transaction being posted as a toll charge to the
account and no violation notice being issued. If the numbers are not linked to valid accounts and it is
determined that a violation has occurred, Cofiroute's back office system will send the information to the
State Department of Motor Vehicles ("DMV") to obtain the owner's vehicle registration information,
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including name and address. Under the Toll Operator Agreement, Cofiroute will be responsible for
mailing all violation notices, for tracking violations to completion, and for all violation payment
processing. Unpaid violation notices result in a lien on the vehicle registration, if registered in California.
If violation notices are ignored and violation payments remain uncollected for longer than the requisite
90 -day notice period, the Commission has the right to have Cofiroute engage a collection agency. The
escalation of violations to the collection agency was suspended from April 2020 through September 2020.
Escalation of violations resumed on October 1, 2020. For those cases that are deemed uncollectible after
all reasonable efforts are made to achieve collection, Cofiroute provides the Commission with
information as to the amount of the write-off. See "PROJECTED CASH FLOW AND DEBT SERVICE
COVERAGE," "RISK FACTORS — Operating Risks — Less Than Projected Non -Toll Revenue" and
"APPENDIX C — ENGINEER'S TECHNICAL REPORT."
TRAFFIC AND REVENUE ESTIMATES
General
The Commission has relied on the RCTC 91 Express Lanes Investment Grade Traffic and
Revenue Study — Investment Grade Study Refresh 2018, dated November 27, 2018 (the "Investment
Grade Study Refresh"), as supplemented by Stantec's Bringdown Letter dated , 2021 (the
"Bringdown Letter," and together with the Investment Grade Study Refresh, the "Updated Study"),
prepared by Stantec Consulting Services Inc. ("Stantec") for its projection of gross revenues generated by
the RCTC 91 Express Lanes. See "PROJECTED CASH FLOW AND DEBT SERVICE COVERAGE,"
"APPENDIX B-1 — RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND REVENUE
STUDY —INVESTMENT GRADE STUDY REFRESH 2018" and "APPENDIX B-2 — STANTEC
BRINGDOWN LETTER." This section includes a brief summary of selected provisions of the Updated
Study and is not a full statement of the contents of the Updated Study. Accordingly, the following
summary is qualified in its entirety by reference to and is subject to the full text of the Updated Study.
The Updated Study is expressly subject to the limitations and disclaimers set forth therein, including
qualifications and assumptions made, procedures followed, matters considered and any limitation on the
scope of work contained therein. The following table sets forth historical traffic and revenue, i.e. gross
potential toll revenue, since the RCTC 91 Express Lanes opened.
RCTC 91 Express Lanes
Historical Gross Potential Toll Revenue and Full Toll Transactions
Fiscal Year 2017 through Fiscal Year 2021
Fiscal Year
(ending June 30)
2017(1) $ 9.62 3.27
2018 47.94 11.30
2019 57.17 11.42
2020 54.06(2) 10.04
2021 43.73(3) 10.35
Gross Potential Annual Full Toll
Toll Revenue Transactions
(millions) (millions)
Source: The Commission.
(1) Reflects traffic and revenue totals through 103 days of Fiscal Year 2016-17, since the RCTC 91 Express Lanes
opened for service on March 20, 2017.
(2) Investment Grade Study Refresh year to date gross potential toll revenue projection for this fiscal year was $47.60
million.
(3) Investment Grade Study Refresh year to date gross potential toll revenue projection for this fiscal year was $52.70
million.
99223117.18
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Stantec Consulting Services Inc.
Stantec Consulting Services Inc. has a professional staff of approximately 22,000 employees and
350 offices across six continents and has been serving public and private clients since 1954. Stantec has a
group of approximately 3,000 transportation professionals of which approximately 40 professionals are
actively involved with toll facility clients. Stantec's toll facility experience includes working with more
than 100 clients in more than 30 states and internationally. Stantec's investment grade traffic and revenue
reports have been the basis for the sale of over $55 billion in revenue bonds.
Scope of Traffic and Revenue Study
During the initial phases of construction of the RCTC 91 Express Lanes, the Commission
engaged Stantec to serve as traffic and revenue consultant. Stantec prepared the "Riverside County 91
Express Lanes Extension Investment Grade Study" dated May 9, 2012, as supplemented by Stantec's
Supplemental Letter dated June 12, 2013 (collectively, the "Original Study"). The Original Study formed
the basis for projections used in connection with the issuance and sale of the Commission's 2013 Senior
Bonds.
The Commission subsequently engaged Stantec in 2018 to update the Original Study, leading
Stantec to prepare the Investment Grade Study Refresh. The Investment Grade Study Refresh was
developed as part of an effort to re -assess the near -term and long-term potential of the RCTC 91 Express
Lanes, and to assess the revenue impacts of proposed corridor improvements. The Investment Grade
Study Refresh includes forecasts of likely toll traffic and revenue for the RCTC 91 Express Lanes from
fiscal years 2018-19 through 2065-66. The Bringdown Letter provides a further update of the Investment
Grade Study Refresh, including impacts related to COVID-19.
The Updated Study, among other things, (i) accounts for actual RCTC 91 Express Lanes
operating results since March 2017; (ii) updates relevant employment, population and household data;
(iii) analyzes new regional projects that affect the traffic network and new regional land development; and
(iv) accounts for actual express lane traffic capacities. The Updated Study includes projections for a base
case scenario, as well as a sensitivity analysis involving four alternate scenarios assuming various
corridor improvements or toll policy changes are implemented.
Since the Investment Grade Study Refresh, the Commission has accelerated an improvement to
the RCTC 91 Express Lanes that widens the westbound SR -91 general purpose lanes. The Bringdown
Letter concludes that given the timing of that improvement, as well as historical traffic and revenue
performance, other anticipated improvements and the growth of employment, households and other
economic indicators, the sensitivity case known as "Option 4M" provides the most appropriate
projections of RCTC 91 Express Lanes performance. See "APPENDIX B-2 — STANTEC BRINGDOWN
LETTER." With regard to operating results, the Updated Study observes that from the start, utilization
of the RCTC 91 Express Lanes has outpaced expectations. The Original Study estimated that weekday
toll transactions in Fiscal Year 2019-20 would be 27,650 vehicles per day. Currently, the RCTC 91
Express Lanes see weekday utilization in excess of vehicles per day, and weekday full toll
transactions in excess of vehicles per day. This high utilization is due primarily to the fact
that the SR -91 corridor (both express lanes and general purpose lanes) is heavily traveled, carrying over
300,000 vehicles per day.
The Updated Study notes actual gross revenues generated by the RCTC 91 Express Lanes of
nearly $48 million in Fiscal Year 2017-18, and Option 4M thereof forecasts gross revenues of $47.66
million in Fiscal Year 2019-20, increasing to $63.93 million in Fiscal Year 2024-25, while annual full toll
transactions are forecasted to grow to 11.93 million in the same period.
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Gross revenues are roughly 8% greater than the corresponding amounts forecasted in the Original
Study for the forecast period of Fiscal Year 2018-19 through Fiscal Year 2065-66. See "RISK FACTORS
— Operating Risks — Less Than Projected Use of RCTC 91 Express Lanes," "APPENDIX B-1 — RCTC 91
EXPRESS LANES INVESTMENT GRADE TRAFFIC AND REVENUE STUDY —INVESTMENT
GRADE STUDY REFRESH 2018" and "APPENDIX B-2 — STANTEC BRINGDOWN LETTER."
ENGINEER'S TECHNICAL REPORT
This section includes a brief description of the scope of the Engineer's Technical Report and is
not a full statement of the contents of the Engineer's Technical Report. Accordingly, the following
summary is qualified in its entirety by reference to and is subject to the full text of the Engineer's
Technical Report. The Engineer's Technical Report is expressly subject to the limitations and
disclaimers set forth therein, including qualifications and assumptions made, procedures followed,
matters considered and any limitation on the scope of work contained therein.
General
The Commission has engaged Parsons Transportation Group, Inc. ("Parsons") to serve as the
Commission's Express Lanes Engineer. In this capacity, Parsons has prepared an Engineer's Technical
Report dated , 2021 (the "Engineer's Technical Report") attached hereto as APPENDIX C,
which provides a development history of the RCTC 91 Express Lanes and confirms that construction,
right-of-way acquisition and related work is complete, discusses the tolling strategy and other information
relevant to the operations, maintenance, rehabilitation and repair of the RCTC 91 Express Lanes,
forecasts non -toll revenues and operational expenses of the RCTC 91 Express Lanes and discusses major
toll operations risks. Parsons prepared the Engineer's Technical Report dated June 12, 2013 in connection
with the issuance and sale of the 2013 Senior Bonds.
Parsons Transportation Group Inc.
Parsons is a construction management and professional services firm with six offices in Southern
California, employing more than 500 transportation professionals with experience in planning,
preliminary engineering, environmental, final design, transportation technology, design -build and
program management with emphasis on freeway corridors. Parsons is a wholly -owned subsidiary of
Parsons Corporation, which was founded in 1944. Parsons Corporation is an engineering, construction,
technical and management services firm with offices across 34 states and 15 countries, with more than
14,000 employees worldwide.
Scope of Engineer's Technical Report
The Engineer's Technical Report analyzes operations of the RCTC 91 Express Lanes. This
analysis includes estimated projections of Non -Toll Revenue and Operation and Maintenance Expenses
and a discussion of the operational and maintenance aspects of the toll lanes of the RCTC 91 Express
Lanes. While the Engineer's Technical Report distinguishes between Toll Transaction Revenue, which is
generated by usage of the RCTC 91 Express Lanes by transponder account holders, and Non -Toll
Revenue, which is based on RCTC 91 Express Lanes account program fees and toll violation fees, both
Toll Transaction Revenue and Non -Toll Revenue as described in the Engineer's Technical Report
constitute Toll Revenues, as defined in the Indenture.
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HISTORICAL FINANCIAL INFORMATION
Set forth below is a table showing net revenues and Senior Lien Bonds debt service coverage for the RCTC 91 Express Lanes for the
period from the start of revenue service on March 20, 2017 to June 30, 2017 and for the full fiscal years ended June 30, 2018 through June 30,
2021. The numbers presented for the Fiscal Year ended June 30, 2021 are not audited and represent the Commission's estimates to the date hereof
for such fiscal year.
RCTC 91 Express Lanes Net Revenues(')
Fiscal Year Ended June 30
2021
(Unaudited)(2) 2020 2019 2018 2017(3)
Revenues:
Toll Revenue $39,930,214 $49,706,034 $49,318,361 $42,313,699 $ 8,195,904
Non -toll revenue 7,264,503 6,734,335 9,105,100 8,133,125 1,929,391
Interest income, including
unrealized gains (losses) 528,024 3,896,708 2,764,137 (32,662) 3,435
Total Revenues $47,722,741 $60,337,077 $61,187,598 $50,414,162 $10,128,730
Expenses:
Management and operational services $10,522,150 $10,288,241 $ 9,664,844 $ 9,136,307 $2,691,372
Other 2,479,014 3,464,523 3,029,518 2,638,622 613,012
Total Expenses $13,001,164 $13,752,764 $12,694,362 $11,774,929 $3,304,384
Net Revenues $34,721,577 $46,584,313 $48,493,236 $38,639,233 $6,824,346
Senior Lien Bonds Debt Service) $7,119,938 $7,119,938 $7,119,938 $3,559,969 -
Senior Lien Bonds
Debt Service Coverage
4.88 6.54 6.81 10.85 N/A
Source: The Commission.
(1) Amounts are derived from audited financial statements of RCTC 91 Express Lanes Fund unless otherwise noted. See "FINANCIAL STATEMENTS" and
"APPENDIX A — RCTC 91 EXPRESS LANES FUND FINANCIAL STATEMENTS FOR FISCAL YEAR ENDED JUNE 30, 2020."
(2)
(3)
(4)
Information is preliminary based on currently available data and is subject to change.
2017 represents partial fiscal year; RCTC 91 Express Lanes opened for revenue service on March 20, 2017.
Interest due on the 2013 Series A Toll Revenue Bonds through December 1, 2017 was paid from the 2013 Series A Capitalized Interest Account.
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OUTSTANDING DEBT
2013 Series A 2013 Series B
Fiscal Senior Bonds Senior Bonds Grand
Year Principal Interest(') Principal Interest Total
2022 $ $ $ $ $
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
Totals $ $ $ $ $
PROJECTED CASH FLOW AND DEBT SERVICE COVERAGE
The following table presents projected Net Revenue and debt service coverage on the 2021 Senior
Bonds and 2021 Series C Second Lien Bonds. Actual operating results, and therefor Net Revenue,
achieved during the projection period may vary from those presented below and such variations may be
material. See "RISK FACTORS — Operating Risks" and "— Forward -Looking Statements." See also
"APPENDIX B-1 — RCTC 91 EXPRESS LANES INVESTMENT GRADE TRAFFIC AND REVENUE
STUDY —INVESTMENT GRADE STUDY REFRESH 2018," "APPENDIX B-2 — STANTEC
BRINGDOWN LETTER" and "APPENDIX C — ENGINEER'S TECHNICAL REPORT."
[TABLE REVISION TO COME FROM MA OR SENIOR MANAGERS]
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Projected Cash Flow and Debt Service Coverage*
(Dollars in Thousands)
Net Series C
Operations and Net Senior Bonds Second Lien
Fiscal Gross Maintenance Net Senior Bonds Debt Service Bonds Aggregate Debt
Year Revenues Expenses Revenue) Debt Service) Coverage Debt Service) Service Coverage
2022 $ $ (3) $
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
2045
2046
2047
2048
2049
2050
2051
Totals
Sources: The Commission; Updated Study (for toll revenue); Engineer's Technical Report (for Operations and Maintenance Expenses and non -toll revenue).
* All figures shown are preliminary and subject to change.
(1) Totals may not add due to rounding.
(2) Includes post -refunding debt service on the undefeased 2013 Series B Senior Bonds.
(3) A portion of interest on the 2021 Series A Senior Bonds will be capitalized through , 20 . See "ESTIMATED SOURCES AND USES OF BOND PROCEEDS."
(4) To be paid from release of debt service reserve funds.
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RISK FACTORS
The following is a discussion of certain risk factors that should be considered in evaluating an
investment in the 2021 Series Bonds. This discussion does not purport to be either comprehensive or
definitive. The order in which risks are presented is not intended to reflect either the likelihood that a
particular event will occur or the relative significance of such an event. Moreover, there may well be
other risks associated with an investment in the 2021 Series Bonds in addition to those set forth herein.
Limited Obligations
The 2021 Series Bonds are limited obligations of the Commission payable solely from and
secured solely by a lien on and pledge of the Trust Estate, which consists primarily of Toll Revenues.
Other than the pledge of the Trust Estate, the Commission has not mortgaged, assigned or pledged any
interest in any real or personal property or improvements, including any interest in the RCTC 91 Express
Lanes or any expansions or extensions thereto, as security for payment of the 2021 Series Bonds.
Rate Covenant Not a Guarantee
The ability of the Commission to pay the debt service with respect to the 2021 Series Bonds
depends on the ability of the Commission to generate Toll Revenues at the levels required by the
Indenture, which in turn depends on use of the Toll Road by a sufficient number of toll -paying vehicles.
Although the Commission has covenanted in the Indenture to establish toll rates at specified levels as
more particularly described herein (see "SOURCES OF PAYMENT AND SECURITY FOR THE 2021
SERIES BONDS — Rate Covenant and Annual Budget"), and expects that sufficient Toll Revenues will
be generated through the imposition and collection of such tolls, the Commission's covenant does not
constitute a guarantee that sufficient Net Revenues will be available to pay debt service with respect to
the 2021 Series Bonds.
Limited Remedies Under the Indenture
The remedies available to owners of the 2021 Series Bonds upon an Event of Default under the
Indenture are limited to the seeking of specific performance or a writ of mandamus or other suit, action or
proceeding compelling and requiring the Commission and its officers to observe and perform any
covenant, condition or obligation prescribed in the Indenture. NO ACCELERATION REMEDY IS
AVAILABLE TO OWNERS OF THE 2021 SERIES BONDS. Therefore, owners of the 2021 Series
Bonds will be able to collect principal and interest that become due after an Event of Default only from
the Trust Estate (after payment of Trustee costs and Operation and Maintenance Expenses) included in
the pledge under the Indenture and only when such principal and interest is scheduled to be paid. The
remedies available under the Indenture depend in many respects upon regulatory and judicial actions that
are often subject to discretion and delay. Under existing law, such remedies may not be readily available.
In addition, enforcement of such remedies (i) may be subject to general principles of equity which may
permit the exercise of judicial discretion, (ii) are subject to the exercise in the future by the State and its
agencies and political subdivisions of the police power inherent in the sovereignty of the State, (iii) are
subject, in part, to the provisions of the United States Bankruptcy Code and other applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws relating to or affecting the enforcement of
creditors' rights generally, now or hereafter in effect, and (iv) are subject to the exercise by the United
States of the powers delegated to it by the federal Constitution. The various legal opinions to be delivered
concurrently with the delivery of the 2021 Series Bonds will be qualified to the extent that the
enforceability of certain legal rights related to the 2021 Series Bonds is subject to limitations imposed by
bankruptcy, reorganization, insolvency or other similar laws affecting the rights of creditors generally and
by equitable remedies and proceedings generally.
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Operating Risks
The ability for the RCTC 91 Express Lanes to generate Toll Revenues in amounts sufficient to
pay debt service on the 2021 Series Bonds when due is subject to and could be materially and adversely
affected by the risks inherent in the operation of any toll facility. In addition, disruption of the RCTC 91
Express Lanes automated toll systems may result in a decrease in toll revenues, thereby adversely
impacting the Commission's ability to pay debt service on the 2021 Series Bonds. The ability to repay the
2021 Series Bonds will be dependent on the volume of traffic that utilizes the RCTC 91 Express Lanes, as
well as the ability of the Toll Operator's computer systems to accurately process data. Toll Revenues to
be generated through such use will be influenced by numerous factors, including, among others, the
ability to manage toll violations; the ability to control expenses; the availability of adequately trained
personnel; population, employment and income trends within the region; the congestion on alternative
freeways, highways, and streets; time savings experienced by utilizing the RCTC 91 Express Lanes; the
toll rates; the availability and price of fuel; and the construction of new or improved competitive
roadways or other transit facilities.
Demographic and Economic Changes. As past recessions have shown, macro -economic and
demographic conditions can have a dramatic impact on economic activity, including the willingness and
ability of consumers to use the RCTC 91 Express Lanes. Adverse changes to population, household and
employment levels and growth and income levels will directly affect the use of the RCTC 91 Express
Lanes.
No Non -Compete Provisions. When travelling along SR -91, vehicles will be able to use either or
both of the OCTA 91 Express Lanes or the RCTC 91 Express Lanes or may use the general purpose lanes
(which do not require payment of a toll). The Indenture contains no restrictions on the ability of the
Commission or Caltrans to construct new or improved roadways or other transit facilities that may
compete with the RCTC 91 Express Lanes.
Motor Fuel Prices and Taxes. There is no assurance that motor fuel will remain in adequate
supply or that motor fuel prices and federal and State motor fuel taxes will not increase. Increases in
motor fuel prices could adversely affect the Toll Revenues of the RCTC 91 Express Lanes. Additionally,
if motor fuel prices increase, it could have a material adverse effect on the economy of the regions served
by the RCTC 91 Express Lanes and the Toll Revenues of the RCTC 91 Express Lanes.
Changes in Law. The operation of the RCTC 91 Express Lanes is subject to various laws,
regulations and policies, including, among others, laws governing environmental protections and tax
regulations. To the extent that the Commission or any other parties that are involved with the RCTC 91
Express Lanes are required to expend additional funds not budgeted in order to be in compliance with
new or amended laws, regulations or policies, such unanticipated expenditures could have a negative
impact on the Toll Revenues generated by the RCTC 91 Express Lanes. Laws, regulations and policies
governing, among other things, air pollution, noise abatement and control, hazardous waste, solid waste,
water quality and endangered species may become more stringent in the future, possibly requiring
additional compliance efforts and having a material adverse effect on the operation of the RCTC 91
Express Lanes.
Additionally, political pressure or legislative action could affect the ability of the Commission,
Caltrans, the U.S. Department of Transportation or the Federal Highway Administration to budget for or
tax or spend in respect of toll roads and other highway and transportation projects, or shift the focus of
government spending to other modes of transportation, resulting in decreased use of the RCTC 91
Express Lanes. Further, action by the State Legislature to continue or expand the exemption enjoyed by
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electric vehicles or certain carpools from paying all or a portion of tolls on tolled express lanes in the
State could have a material adverse effect on Toll Revenues generated by the RCTC 91 Express Lanes.
Less Than Projected Use of RCTC 91 Express Lanes. The revenue forecasts in the Updated
Study are based upon certain assumptions described in such reports and upon certain additional
assumptions described therein. See "APPENDIX B-1 — RCTC 91 EXPRESS LANES INVESTMENT
GRADE TRAFFIC AND REVENUE STUDY —INVESTMENT GRADE STUDY REFRESH 2018" and
"APPENDIX B-2 — STANTEC BRINGDOWN LETTER." Based upon such assumptions, Stantec has
expressed its opinion that such revenue forecasts are reasonable and have been prepared in accordance
with accepted practice for such studies. As provided in therein, however, such reports are not a guarantee
of any future events or trends and the forecasts therein are subject to future economic and social
conditions and demographic developments that cannot be predicted with certainty. Further, any of the
estimates and assumptions in such reports are inherently subject to significant economic and competitive
uncertainties and contingencies, many of which are beyond the control of the Commission. Failure to
achieve or realize any of the assumptions described above may have a material adverse effect upon the
amount of Toll Revenues actually generated.
Higher Than Projected Maintenance Costs. Successful operation of the RCTC 91 Express
Lanes requires timely and complete maintenance. Although the Commission has covenanted in the
Indenture to keep the RCTC 91 Express Lanes in good repair, no assurance can be given that sufficient
funds will be available to adequately maintain the RCTC 91 Express Lanes. Any significant deterioration
in the RCTC 91 Express Lanes may result in increased operating costs and in reduced usage (or
temporary lane closures) and may adversely affect the amount of Net Revenue available to pay debt
service with respect to the 2021 Series Bonds.
Less Than Projected Non -Toll Revenue. A component of Toll Revenues is described in the
Engineer's Technical Report as "Non -Toll Revenue" or "NTR." Non -Toll Revenue is defined as sources
of revenue not directly tied to transactions, but derived primarily through administration of various
customer convenience programs, violation administration, and interest income from investment of funds.
There is no assurance that the actual amount of Non -Toll Revenue will reach estimated levels or increase
at the rate projected in the Engineer's Technical Report. The Commission and OCTA could modify its
customer convenience programs, or institute other pricing and promotion policies, that adversely affect
Non -Toll Revenue. In addition, the generation of Non -Toll Revenue could be adversely affected by
legislative or judicial action limiting toll violation penalties or FasTrak account fees. Weak economic
conditions may decrease the number of customer accounts, or increase the number of uncollectible
accounts, which also would adversely affect Non -Toll Revenue. The establishment of lower cost user
programs by other toll agencies in the region could also decrease the number of customer accounts and
adversely affect the generation of Non -Toll Revenue. In addition, ineffective enforcement mechanisms
used against toll violators may adversely affect the generation of Non -Toll Revenue. That portion of Non -
Toll Revenue consisting of interest income could be adversely affected by decreases (or less than
projected increases) in short-term interest rates. Finally, the projection of Non -Toll Revenue in the
Engineer's Technical Report is based on the current provisions of the RCTC/OCTA Cooperative
Agreement, dated December 16, 2011 (the "RCTC/OCTA Cooperative Agreement") specifying a fifty-
fifty percentage split of certain non -toll revenues (the "Percentage Revenue Split"). The RCTC/OCTA
Cooperative Agreement expressly provides for a re-evaluation of the Percentage Revenue Split on or
before ten years from the opening date of the RCTC 91 Express Lanes and every ten years thereafter.
There is no assurance that the Commission and OCTA will continue to agree on the same Percentage
Revenue Split. See "APPENDIX C — ENGINEER'S TECHNICAL REPORT."
Technological and Societal Changes. Neither the Commission nor Stantec can predict the
technological and societal changes that may affect the use of the RCTC 91 Express Lanes during the
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period that the 2021 Series Bonds remain Outstanding. Societal changes or other contingencies such as
the COVID-19 may include, for example, the increased use of telecommuting. For example, in January
2021 the Riverside County Board of Supervisors updated its telecommuting program for County
employees. Since the growth in traffic on the RCTC 91 Express Lanes can be expected to be sensitive to
changes in overall SR -91 corridor usage, higher levels of telecommuting could have an adverse impact on
usage of the RCTC 91 Express Lanes. Technological advancements may include broadening the use of
electric and/or autonomous vehicles which, together with more stringent air quality standards, could
change the characteristics of vehicles on the road. Existing State law, the Caltrans/RCTC Toll Facility
Agreement, dated as of May 14, 2012 (the "Caltrans/RCTC Toll Facility Agreement"), and the
RCTC/OCTA Cooperative Agreement provide for free or discounted usage of the RCTC 91 Express
Lanes by such zero emission vehicles. Increased use of commercial ride -sharing services might decrease
traffic congestion and, therefore, the use of the RCTC 91 Express Lanes as a result of reduced car
ownership or surge pricing which possibly delays or diverts peak hour demands. Increased popularity of
carpooling through organized services or companies that facilitate the matching of commuters in order to
share rides during peak traffic times, either for free or for a fee (depending on the service provider), could
also reduce the use of and revenues generated from the RCTC 91 Express Lanes as a result of fewer
commuters traveling to work on an individual basis. The development of new types of switchable
transponders and other technological advances may significantly change the way Toll Revenues are
collected. Other technologies or societal changes could have a similar detrimental effect on the RCTC 91
Express Lanes and the generation of Toll Revenues.
Seismic or Other Casualty to the RCTC 91 Express Lanes. In the event of an earthquake, or
other similar significant damage to the RCTC 91 Express Lanes, complete closure of the RCTC 91
Express Lanes might be required during the time needed for repair. During development of the RCTC 91
Express Lanes, the geological survey determined that the Chino Fault needed to be considered for
potential rupture. This fault runs perpendicular to SR -91 at the Burlington Northern Santa Fe Railroad
Prado Overhead Bridge between Auto Center Drive and the SR -71 interchange. Although certain
insurance proceeds may be available to the Commission in the event of an earthquake, there can be no
assurances that the occurrence of an earthquake causing damage to the RCTC 91 Express Lanes will not
materially adversely affect the amount of Toll Revenues available to pay debt service with respect to the
2021 Series Bonds.
Fires. In recent years, portions of California have experienced wildfires that have burned
thousands of acres and destroyed thousands of homes and structures, even in areas not previously thought
to be prone to wildfires. Such areas affected by wildfires are more prone to flooding and mudslides that
can further lead to the destruction of property and road and freeway closures. The Commission cannot
predict the potential impact of any particular fire incident on the RCTC 91 Express Lanes.
Fuel Availability and Pricing. Another factor which may affect the traffic on the RCTC 91
Express Lanes is the cost of fuel and its availability. Over the past 25 years, the price and availability of
crude oil has been negatively impacted from time to time to the point of disrupting normal travel patterns
on the nation's highways and toll roads. Any serious supply disruption could be expected to result in
fluctuations in forecasted annual revenues.
Bankruptcy Risks
The Commission. The Commission is authorized to file for bankruptcy under Chapter 9 of the
United States Bankruptcy Code under certain circumstances and provided that it satisfies certain
requirements under the Bankruptcy Code and State law. An involuntary bankruptcy petition cannot be
filed against the Commission. Should the Commission file for bankruptcy, there could be adverse effects
on the holders of the 2021 Series Bonds.
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If the toll revenues are "special revenues" under the Bankruptcy Code, then toll revenues
collected after the date of the bankruptcy filing should be subject to the lien of the Indenture. "Special
revenues" are defined in the Bankruptcy Code to include receipts derived from the ownership or operation
of projects or systems that are or are intended to be primarily used to provide transportation services.
Bankruptcy courts have significant discretion in the characterization of revenues as "special revenues."
While the Toll Revenues appear to satisfy this definition and thus be "special revenues," no assurance can
be given that a court would hold that the Toll Revenues are special revenues. The Toll Revenues that are
pledged by the Commission to the Trustee include revenues other than toll revenues. The portion of the
Toll Revenues (as defined in the Indenture) that are not toll revenues may or may not be "special
revenues."
If any or all of the Toll Revenues are determined not to be special revenues, then any such
amounts collected after the commencement of the bankruptcy case will likely not be subject to the lien of
the Indenture. The holders of the 2021 Series Bonds may not be able to assert a claim against any
property of the Commission other than the Toll Revenues, and if any or all of the Toll Revenues are no
longer subject to the lien of the Indenture, then there may be limited, if any, funds from which the holders
of the 2021 Series Bonds are entitled to be paid.
The Bankruptcy Code provides that special revenues can be applied to necessary operating
expenses of the project or system, before they are applied to other obligations. This rule applies regardless
of the provisions of the transaction documents. Thus, the Commission may be able to use Toll Revenues
to pay necessary operating expenses of the RCTC 91 Express Lanes that are greater or different than the
Operation and Maintenance Expenses defined in the Indenture, before the remaining Toll Revenues are
made available to the Trustee to pay amounts owed to the holders of the 2021 Series Bonds. It is not clear
precisely which expenses would constitute necessary operating expenses.
If the Commission is in bankruptcy, the parties (including the Trustee and the Holders of the 2021
Series Bonds) may be prohibited from taking any action to collect any amount from the Commission or to
enforce any obligation of the Commission, unless the permission of the bankruptcy court is obtained.
These restrictions may also prevent the Trustee from making payments to the Holders of the 2021 Series
Bonds from funds in the Trustee's possession. The Commission may be able to require that all Toll
Revenues be paid directly to it, notwithstanding the provisions of the transaction documents that require
the Toll Revenues to be paid directly to the Trustee. The Indenture's Rate Covenant (see "SOURCES OF
PAYMENT AND SECURITY FOR THE 2021 SERIES BONDS — Rate Covenant and Annual Budget")
may not be enforceable in bankruptcy by the Trustee or the Holders of the 2021 Series Bonds.
If the Commission has any Toll Revenues in its possession when it files for bankruptcy and such
Toll Revenues have been commingled with other moneys, then the Trustee and the Holders of the 2021
Series Bonds may not have a lien on such moneys and the Commission may not be required to turn over
such moneys to the Trustee. If the Commission has possession of Toll Revenues (whether collected
before or after commencement of the bankruptcy) and if the Commission does not voluntarily turn over
such Toll Revenues to the Trustee, it is not entirely clear what procedures the Trustee and the Holders of
the 2021 Series Bonds would have to follow to attempt to obtain possession of such Toll Revenues, how
much time it would take for such procedures to be completed, or whether such procedures would
ultimately be successful. Under such circumstances, there may be delays or reductions in payments on the
2021 Series Bonds.
The Commission may be able to borrow additional money that is secured by a lien on any of its
property (including the Toll Revenues), which lien could have priority over the lien of the Indenture, as
long as the bankruptcy court determines that the rights of the Trustee and the Holders of the 2021 Series
Bonds will be adequately protected. The Commission may be able to cause Toll Revenues to be released
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to it, free and clear of the lien of the Indenture, as long as the bankruptcy court determines that the rights
of the Trustee and the holders of the 2021 Series Bonds will be adequately protected.
The Commission may be able to reject the existing Toll Operator Agreement and Toll Services
Provider Agreement and enter into agreements with a new toll operator or new toll services provider,
regardless of any restrictions in the transaction documents.
The Commission may be able, without the consent and over the objection of the Trustee and the
Holders of the 2021 Series Bonds, to alter the priority, interest rate, payment terms, collateral, maturity
dates, payment sources, covenants (including tax -related covenants), and other terms or provisions of the
Indenture and the 2021 Series Bonds, as long as the bankruptcy court determines that the alterations are
fair and equitable.
There may be delays in payments on the 2021 Series Bonds while the court considers any of these
issues. There may be other possible effects of a bankruptcy of the Commission that could result in delays
or reductions in payments on the 2021 Series Bonds, or result in losses to the Holders of the 2021 Series
Bonds. Regardless of any specific adverse determinations in a Commission bankruptcy proceeding, the
fact of a Commission bankruptcy proceeding could have an adverse effect on the liquidity and value of
the 2021 Series Bonds.
Toll Operator and Toll Services Provider. If the Toll Operator or the Toll Services Provider
were to go into bankruptcy, it may stop performing its functions with respect to the RCTC 91 Express
Lanes, and it may be difficult to find a third party to act as successor for either such company.
Alternatively, the Toll Operator or the Toll Services Provider, as applicable, may take the position that
unless the amount of its compensation is increased or the terms of its obligations are otherwise altered, it
will stop performing its functions as operator. If it would be difficult to find a third party to act as
operator, the parties, as a practical matter, may have no choice but to agree to the demands of the Toll
Operator. The Toll Operator may also have the power, with the approval of the bankruptcy court, to
assign its rights and obligations as operator to a third party without the consent, and even over the
objection, of the parties, and without complying with the requirements of the applicable documents.
If the Toll Operator or the Toll Services Provider, as applicable, is in bankruptcy, then the parties
may be prohibited from taking any action to enforce any obligations of the Toll Operator or the Toll
Services Provider, as applicable, under the applicable documents or to collect any amount owing by the
applicable documents, unless the permission of the bankruptcy court is obtained.
If the Toll Operator or the Toll Services Provider, as applicable, is in bankruptcy, then, despite
the terms of the documents, the parties may be prohibited from terminating the company and appointing a
successor.
The Trustee and the Holders of the 2021 Series Bonds may not have a perfected or priority
interest in any Toll Revenues that are in the Toll Operator's possession at the time of the commencement
of the bankruptcy. The Toll Operator may not be required to remit to the Trustee any Toll Revenues that
are in its possession at the time it goes into bankruptcy. To the extent that the Toll Operator has
commingled Toll Revenues with its own funds, the holders of the 2021 Series Bonds may be required to
return to the Toll Operator as avoidable transfers payments received on the 2021 Series Bonds that are
traceable to funds received from the Toll Operator.
There may be delays in payments on the 2021 Series Bonds while the court considers any of these
issues. There may be other possible effects of a bankruptcy of the Toll Operator or the Toll Services
Provider, as applicable, that could result in delays or reductions in payments on the 2021 Series Bonds, or
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result in losses to the holders of the 2021 Series Bonds. Regardless of any specific adverse determinations
in a Toll Operator or the Toll Services Provider, as applicable, bankruptcy proceeding, the fact of a Toll
Operator or the Toll Services Provider, as applicable, bankruptcy proceeding could have an adverse effect
on the liquidity and value of the 2021 Series Bonds.
Third Parties in Possession of Funds. It is contemplated that there will be arrangements in place
where cash advances received by a third party, which may be a business organization (such as the
Custodian under the Custodial Account Agreement) or a governmental entity (including OCTA), may be
applied to the payment of tolls by a user of the RCTC 91 Express Lanes. See "OPERATION AND
MAINTENANCE OF THE RCTC 91 EXPRESS LANES — Electronic Tolling." Such cash advances are
not subject to the lien of the Indenture until they are paid to the Commission. The Indenture requires that
such business organization or governmental entity must agree to take such actions as the Commission
may determine are reasonably necessary to assure that the Commission will receive timely payment of
such tolls. Nonetheless, no assurance can be given that, should such a third party go into bankruptcy or
become insolvent, such agreement will be effective to assure that the Commission will receive timely
payment of such tolls.
If a third party in possession of cash advances is in bankruptcy, then the parties may be prohibited
from taking any action to enforce any obligations of the third party under the applicable documents or to
collect any amount owing by the third party under the applicable documents, unless the permission of the
bankruptcy court is obtained.
Should a third party in possession of cash advances go into bankruptcy, the Commission, the
Trustee, and the Holders of the 2021 Series Bonds may not have a lien on, or other interest in, the moneys
held by such third party and the third party may not be required to turn over to the Commission or the
Trustee such moneys. While such agreements may provide that the third party holds such cash advances
in trust, no assurance can be given that a court will not conclude that the relevant agreement does not in
fact create a valid trust arrangement. Users of the RCTC 91 Express Lanes may assert that because they
have already paid the third party, they are entitled to use the RCTC 91 Express Lanes without paying a
second time, regardless of whether the third party turns over funds to the Commission or the Trustee.
Under such circumstances, there could be delays or reductions in payments on the 2021 Series Bonds.
The Holders of the 2021 Series Bonds may be required to return to such third party as avoidable
transfers payments received on the 2021 Series Bonds that are traceable to funds received from such third
party.
There may be delays in payments on the 2021 Series Bonds while the court considers any of these
issues. There may be other possible effects of a bankruptcy of a third party in possession of cash
advances that could result in delays or reductions in payments on the 2021 Series Bonds, or result in
losses to the Holders of the 2021 Series Bonds. Regardless of any specific adverse determinations in a
bankruptcy proceeding of such a third party, the fact of such a bankruptcy proceeding could have an
adverse effect on the liquidity and value of the 2021 Series Bonds.
Limitation on Tolling Period
The RCTC 91 Express Lanes are located on freeway right-of-way owned by Caltrans and leased
to the Commission pursuant to the Caltrans/RCTC Toll Facility Agreement. The term of the
Caltrans/RCTC Toll Facility Agreement is 50 years commencing as of the first day on which the RCTC
91 Express Lanes opened for public use and toll operations, which was March 20, 2017, and at the end of
such period, the Commission shall have no further authority to impose or collect a toll. Moreover, at the
end of the term of the Caltrans/RCTC Toll Facility Agreement, all property of the Commission related to
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the RCTC 91 Express Lanes, including signs, gantries and other tolling equipment, shall automatically
become the property of Caltrans. The Caltrans/RCTC Toll Facility Agreement further provides that the
term of the Caltrans/RCTC Toll Facility Agreement shall not be extended, unless authorized by the State
Legislature.
Cybersecurity
The Commission, like many other public and private entities, relies on computer and other digital
networks and systems to conduct its operations and finances. As a recipient and provider of personal,
private or other electronic sensitive information, the Commission is potentially subject to multiple cyber
threats including, but not limited to, hacking, viruses, malware, ransomware and other attacks on
computer and other sensitive digital networks and systems. Entities or individuals may attempt to gain
unauthorized access to the Commission's systems for the purposes of misappropriating assets or
information or causing operational disruption or damage.
No assurances can be given that the security and operational control measures of the Commission
will be successful in guarding against any and each cyber threat or breach. The cost of remedying damage
or disruption caused by cyber-attacks could be substantial and in excess of any applicable insurance
coverage.
Climate Change Issues and Economic Impact of Possible New and Increased Regulation
In 2006, the California legislature passed Assembly Bill 32, the "California Global Warming
Solutions Act of 2006," which requires the Statewide level of greenhouse gas ("GHG") emissions to be
reduced to 1990 levels by 2020 and directs the California Air Resources Board ("CARB") to serve as the
lead agency to implement the law. On October 20, 2011, CARB made the final adjustments to its
implementation plan for Assembly Bill 32 (the "California Cap -and -Trade Program" or the "Program")
which was implemented and became effective in January 2012. The Program covers regulated entitles
emitting 25,000 million metric tons of carbon dioxide equivalent per year or more and entities in certain
listed industries, including major industrial sources, electricity generating facilities, fuel suppliers, and,
since January 1, 2015, fuel distributors. While various studies anticipated that the Program would cause
an immediate increase in the price of gasoline, its impacts are difficult to observe due to market
fluctuations in the price of gasoline caused by other determinants.
The Program's effects on economic activity and transportation mode choices in the County and
surrounding areas, both of which may affect Toll Revenues, are difficult to predict. Further, the
Commission is unable to predict if any additional federal, State and local laws and regulations with
respect GHG emissions or other environmental issues will be adopted, or what effects such laws and
regulations will have on the underlying factors that influence vehicle traffic volume on the RCTC 91
Express Lanes. The effects, while unknown, could be material.
COVID-19 Pandemic
In recent years, public health authorities have warned of threats posed by outbreaks of disease and
other public health threats. On February 11, 2020 the World Health Organization ("WHO") announced
the official name for the outbreak of a new disease ("COVID-19") caused by a strain of novel
coronavirus, an upper respiratory tract illness which has since spread across the globe. The WHO has
declared the COVID-19 outbreak to be a pandemic, and states of emergency were declared by the
President of the United States, the Governor of the State, the Board and various local authorities.
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Beginning in early 2020, to mitigate the public health impacts from COVID-19, the County
implemented and revised, from time to time, shelter -in -place ("Shelter -in -Place") emergency orders,
which directed individuals to stay home, except for limited travel for the conduct of essential services.
The outbreak resulted in the imposition of restrictions on mass gatherings, universities and schools. Many
retail establishments (including restaurants, bars and nightclubs, entertainment venues and gyms) were
closed or restricted in response to the Shelter -in -Place orders.
The Governor of the State announced similar Shelter -in -Place emergency orders effective for the
entire State. On August 28, 2020, the State adopted a color coded, four -tiered framework to guide
restrictions and reopening statewide, depending on improvements or declines in public health indicators.
For a time, the State imposed additional restrictions based on hospital intensive care unit capacity.
The spread of COVID-19 and the public health responses by government authorities contributed
to negative economic impacts throughout the world, including the County. On June 8, 2020 the National
Bureau of Economic Research announced that the U.S. officially entered into a recession in February
2020 that lasted approximately two months.
In response to improving public health indicators, the County began to incrementally ease
restrictions beginning in January 2021. On June 15, 2021, the State generally eliminated the four -tier
classification system, with the aim of bringing the State back to pre -pandemic operations. There can be no
assurances, however, against a resurgence of the disease and imposition of similar or more restrictive
public health restrictions in response. Variants of the coronavirus responsible for COVID-19 could lead to
greater disease rates. The longer -term effectiveness of vaccines is yet unproven, and future vaccination
rates cannot be predicted with certainty. Thus, the duration, severity and economic effects of the
pandemic remain uncertain in many respects. The Commission cannot predict the impact on Toll
Revenues from COVID-19 or other public health emergencies in the future.
State Legislation
State legislation is introduced from time to time that could affect the finances or operations of the
RCTC 91 Express Lanes, including the level and expenditure of tolls. The Commission cannot predict
whether any such legislation will be introduced or enacted in future legislative sessions.
Voter Initiatives
In 1996, the voters of the State approved Proposition 218, a constitutional initiative, entitled the
"Right to Vote on Taxes Act" ("Proposition 218"). Proposition 218 added Articles XIII C and XIII D to
the California Constitution and contains a number of interrelated provisions affecting the ability of local
governments to levy and collect both existing and future taxes, assessments, fees and charges.
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
government. Proposition 218 also provides for broad initiative powers to reduce or repeal any local tax,
assessment, fee or charge.
In 2010, the voters of the State approved Proposition 26, another constitutional initiative, entitled
the "Supermajority Vote to Pass New Taxes and Fees Act" ("Proposition 26"). Proposition 26, among
other things, added a definition of "tax" as used in Article XIII A, which contains certain limitations with
respect to changes in State statute that results in any taxpayer paying a higher tax, and Article XIII C of
the California Constitution. The Commission does not believe that the levy and collection of tolls for use
of the RCTC 91 Express Lanes are taxes subject to the voter approval provisions of Propositions 26 and
218.
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The Supreme Court of California, in the case of Bighorn -Desert View Water Agency v. Verjil, 39
Cal. 4th 205 (2006), also held that the initiative power described in Article XIII C applies to any local
taxes, assessments, fees and charges as defined in Articles XIII C and XIII D. Article XIII D defines
"fee" or "charge" to mean a levy (other than ad valorem or special taxes or assessments) imposed by a
local government "upon a parcel or upon a person as an incident of property ownership," including a user
fee for a "property related service." However, the Court also found that the terms "fee" and "charge" in
section 3 of Article XIII C may not be subject to a "property related" qualification. The Commission
does not believe that any toll charged for use of the RCTC 91 Express Lanes is a "fee" or "charge" as
defined in Article XIII C or XIII D. If ultimately found to be applicable to such tolls, the initiative power
could be used to rescind or reduce the levy and collection of such tolls under Proposition 218. Any
attempt by voters to use the initiative provisions under Proposition 218 in a manner which would prevent
the payment of debt service on the Commission's toll revenue bonds arguably violates the Impairment of
Contract Clause of the United States Constitution and accordingly should be precluded. The Commission
cannot predict the potential financial impact on the financial condition of the Commission and the
Commission's ability to pay the principal of and interest on the 2021 Series Bonds as and when due, as a
result of the exercise of the initiative power under Proposition 218.
Potential for TIFIA Loan
The Commission may seek a TIFIA loan or may seek other assistance from the federal
government in connection with future capital improvements to the RCTC 91 Express Lanes. No
assurances can be given that the Commission would be successful in obtaining additional financial
support from the federal government. In the event that the Commission receives a TIFIA loan, under
current TIFIA requirements, it is the Commission's intention that the TIFIA loan would be a Subordinate
Obligation and the Commission would be required to comply with the requirements for the issuance of
additional Subordinate Obligations. See "SOURCES OF PAYMENT AND SECURITY FOR THE 2021
SERIES BONDS — Additional Second Lien Obligations or Subordinate Obligations." Current TIFIA
regulations may require that the lien on revenues securing the TIFIA loan become a senior lien (on parity
with the 2021 Senior Bonds) upon the occurrence of a Bankruptcy Related Event (as defined in the
Indenture). Furthermore, in such event, if the principal amount of such TIFIA loan is greater than a
majority in principal amount of the Senior Bonds then Outstanding, the TIFIA Lender (or its transferee)
would likely be entitled to exercise remedies under the Indenture without the consent of the Holders of
the 2021 Senior Bonds or the 2021 Series C Second Lien Bonds.
Forward -Looking Statements
This Official Statement and Appendices hereto contain "forward -looking statements," which
generally can be identified with words or phrases such as "anticipates," believes," "could," "estimates,"
"expects," "foresees," "may," "plan," "predict," "should," "will" or other words or phrases of similar
import. All statements included in this Official Statement and Appendices hereto that any person expects
or anticipates will, should or may occur in the future, including but not limited to, the projections in the
Updated Study and the Engineer's Technical Report, are forward -looking statements. These statements
are based on assumptions and analysis made by the Commission, Stantec and Parsons, as applicable, in
light of their experience and perception of historical trends, current conditions and expected future
developments as well as other factors they believe are appropriate in the circumstances. However,
whether actual results and developments will conform with expectations and predictions is subject to a
number of risks and uncertainties, including, without limitation, the information discussed under this
"RISK FACTORS" caption of this Official Statement as well as additional factors beyond the
Commission's control. The important risk factors and assumptions described under that caption and
elsewhere in this Official Statement could cause actual results to differ materially from those expressed in
any forward -looking statement. All of the forward -looking statements made in this Official Statement and
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any Appendices hereto are qualified by these cautionary statements. There can be no assurance that the
actual results or developments anticipated will be realized or, even if substantially realized, that they will
have the expected consequences to or effects on the Commission's revenues or operations. All subsequent
forward -looking statements attributable to the Commission or persons acting on their behalf are expressly
qualified in their entirety by the factors and assumptions described above and in any documents
containing those forward -looking statements. All forward -looking statements included in this Official
Statement are based on information available to the Commission and the other aforementioned entities on
the date hereof, and neither the Commission nor any of such other aforementioned entities assumes any
obligation to update any such forward -looking statements.
The forward -looking statements herein are necessarily based on various assumptions and
estimates that are inherently subject to numerous risks and uncertainties, including risks and uncertainties
relating to the possible invalidity of the underlying assumptions and estimates and possible changes or
developments in social, economic, business, industry, market, legal and regulatory circumstances and
conditions and actions taken or omitted to be taken by third parties, including customers, suppliers,
business partners and competitors, and legislative, judicial and other governmental authorities and
officials. Assumptions related to the foregoing involve judgments with respect to, among other things,
future economic, competitive and market conditions and future business decisions, all of which are
difficult or impossible to predict accurately and, therefore, there can be no assurance that the forward -
looking statements included in this Official Statement will prove to be accurate.
FINANCIAL STATEMENTS
The financial statements of the Commission's RCTC 91 Express Lanes Fund for the Fiscal Year
ended June 30, 2020, included in APPENDIX A of this Official Statement, have been audited by Eide
Bailly LLP, certified public accountants, as stated in their report therein. Eide Bailly LLP, the
Commission's independent auditor, has not been engaged to perform, and has not performed, since the
date of its report included therein, any procedures on the financial statements addressed in that report.
Eide Bailly LLP also has not performed any procedures relating to this Official Statement. The
Commission represents that, except as described herein, there has been no material adverse change in the
financial position of the RCTC 91 Express Lanes Fund since June 30, 2020.
LITIGATION
There is not now pending any litigation restraining or enjoining the issuance or delivery of the
2021 Series Bonds or questioning or affecting the validity of the 2021 Series Bonds or the proceedings
and authority under which they are to be issued. Neither the creation, organization or existence of the
Commission, nor the title of the present members of the Commission to their respective offices, is being
contested.
There are presently two proposed class action lawsuits pending in federal and state courts
challenging the notices issued on behalf of the Commission that are sent to toll violators on the RCTC 91
Express Lanes (collectively, the "Cofiroute Lawsuits"). The first is Harvey J. Thompson v. Cofiroute
USA, LLC, et. al., Orange County Superior Court, Case No. 30-2019-01108804-CU-MC-CXC, Appeal
Case No. G059301 ("Thompson"). Thompson alleges, on behalf of the proposed class, that he was issued
a toll road violation. Upon receipt of the violation, Thompson protested the violation, and it was
determined that Thompson did not commit a toll road violation, or the violation was otherwise waived. In
sending the determination letter to Thompson, Thompson claims that the letter issued contained improper
marketing material. This lawsuit is filed on behalf of all motorists who received similar letters from
February 7, 2018 to the present.
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The second complaint is Sanket Thakur v. Cofiroute USA, LLC, et al., United States District
Court, Case No. 8:19-CV-02233-AG-JDEx, Appeal No. 21-55364 ("Thakur"). Thakur alleges, on behalf
of the proposed class, that the Commission referenced the wrong code section when issuing toll road
violation notices. Specifically, Thakur alleges that the notices issued by the Commission referenced
Vehicle Code section 23302.5, when they should have referenced Vehicle Code section 23302. As a
result, Thakur alleges that the Toll Road violation notices were invalid, and thus the use of personally
identifiable information (i.e., name and address) to send the toll road violation notices was improper.
Thakur alleges that because the notices were improper, the Commission's inclusion of an "advertisement"
to sign up for a FasTrak constitutes impermissible advertising. Here, the proposed class consists of all
motorists, who reside outside California, that received a toll road violation notice with this advertisement
between October 15, 2017 and October 31, 2018.
In both Cofiroute Lawsuits, the crux of the respective Plaintiffs' arguments is that the
Commission violated Section 31490 of the Streets and Highway Code, which states that if "personally
identifiable information has been knowingly sold or provided" a plaintiff may bring a lawsuit to recover
penalties of $2,500 to $4,000 for each violation. In both Cofiroute Lawsuits, the class has not yet been
certified, and both matters are up on appeal after the Commission received judgments in its favor.
Specifically, in Thompson, the Commission received judgment in its favor after prevailing on a demurrer.
Plaintiffs appealed, and the matter is currently pending in the California Court of Appeal. With regard to
Thakur, the Commission received judgment in its favor after a successful motion to dismiss. Plaintiffs
appealed, and the matter is currently pending in the Ninth Circuit Court of Appeal. In addition to the
Commission, Section 31490 actions have been filed in various courts throughout the State against other
toll agencies, including OCTA, the Bay Area Toll Authority, the Foothill/Eastern Transportation Corridor
Agency, the San Joaquin Hills Transportation Corridor Agency, the Los Angeles County Metropolitan
Authority and the San Diego Association of Governments. The Commission believes that the toll road
violation notices sent to violators on the RCTC 91 Express Lanes were proper, and that there was no
improper advertising contained in the notices. While the Commission is unable to predict the outcome of
the Cofiroute Lawsuits, the Commission does not expect any such outcome to materially and adversely
affect its ability to pay debt service on the 2021 Series Bonds.
In 2018, two suits were filed in San Francisco Superior Court challenging toll increases on certain
state-owned bridges in the San Francisco Bay Area. The plaintiffs in the Toll Increase Challenges,
including the Howard Jarvis Taxpayers Association (collectively, "HJTA Plaintiffs"), alleged that such
toll increases were, in fact, tax increases requiring either a two-thirds vote of members of each of the two
houses of the State Legislature or, alternatively, approval of two-thirds of voters in an election authorizing
such toll increases, under Article Section 3 of Article XIIIA of the California Constitution or Section 1 of
Article XIIIC of the California Constitution, respectively. Defendants, California State Legislature, Bay
Area Toll Authority and Metropolitan Transportation Commission (collectively, "Bay Area Toll
Defendants"), responded to the Toll Increase Challenges, arguing that such toll increases were charges for
entrance to or use of state property imposed by the State Legislature in accordance with Section 3 of
Article XIIIA of the California Constitution. On April 3, 2019, and on July 11, 2019, the San Francisco
Superior Court granted the Bay Area Toll Defendants' respective motions for judgment on the pleadings
without leave to amend in the Toll Increase Challenges, and subsequently the respective judgments were
entered by the San Francisco Superior Court (collectively, the "Bay Area Toll Judgments").
HJTA Plaintiffs have appealed the Bay Area Toll Judgments to the California Court of Appeal,
First Appellate District, which appeal remains pending. The Commission cannot predict the outcome of
such appeal or the impact, if any, that such outcome may have on tolls charged on the RCTC 91 Express
Lanes or the Commission's toll policies. The Commission believes that tolls on the RCTC 91 Express
Lanes are charged in accordance with all applicable law. See "RISK FACTORS — State Legislation" and
"— Voter Initiatives."
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LEGAL MATTERS
The validity of the 2021 Series Bonds and certain other legal matters are subject to the approving
opinion of Orrick, Herrington & Sutcliffe LLP, Bond Counsel to the Commission. A complete copy of the
proposed form of Bond Counsel's opinion is contained in APPENDIX E hereto. Bond Counsel
undertakes no responsibility for the accuracy, completeness or fairness of this Official Statement.
Compensation paid to Bond Counsel, Disclosure Counsel and Underwriters' Counsel is conditioned upon
the successful issuance of the 2021 Series Bonds. Certain legal matters will be passed upon for the
Commission by Norton Rose Fulbright US LLP, Los Angeles, California, as Disclosure Counsel, and by
Best Best & Krieger LLP, Riverside, California, the Commission's General Counsel. Certain legal
matters will be passed upon for the Underwriters by their counsel, Stradling Yocca Carlson & Rauth, a
Professional Corporation, Newport Beach, California.
TAX MATTERS
Tax -Exempt Bonds
In the opinion of Orrick, Herrington & Sutcliffe LLP, bond counsel to the Commission ("Bond
Counsel"), based upon an analysis of existing laws, regulations, rulings and court decisions, and
assuming, among other matters, the accuracy of certain representations and compliance with certain
covenants, interest on the 2021 Series B Senior Bonds and the 2021 Series C Second Lien Bonds
(collectively, the "Tax -Exempt Bonds") is excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986 (the "Code") and is exempt from State of
California personal income taxes. Bond Counsel is of the further opinion that interest on the Tax -Exempt
Bonds is not a specific preference item for purposes of the federal alternative minimum tax. A complete
copy of the proposed form of opinion of Bond Counsel is set forth in APPENDIX E hereto.
To the extent the issue price of any maturity of the Tax -Exempt Bonds is less than the amount to
be paid at maturity of such Tax -Exempt Bonds (excluding amounts stated to be interest and payable at
least annually over the term of such Tax -Exempt Bonds), the difference constitutes "original issue
discount," the accrual of which, to the extent properly allocable to each Beneficial Owner thereof, is
treated as interest on the Tax -Exempt Bonds which is excluded from gross income for federal income tax
purposes and State of California personal income taxes. For this purpose, the issue price of a particular
maturity of the Tax -Exempt Bonds is the first price at which a substantial amount of such maturity of the
Tax -Exempt Bonds is sold to the public (excluding bond houses, brokers, or similar persons or
organizations acting in the capacity of underwriters, placement agents or wholesalers). The original issue
discount with respect to any maturity of the Tax -Exempt Bonds accrues daily over the term to maturity of
such Tax -Exempt Bonds on the basis of a constant interest rate compounded semiannually (with straight-
line interpolations between compounding dates). The accruing original issue discount is added to the
adjusted basis of such Tax -Exempt Bonds to determine taxable gain or loss upon disposition (including
sale, redemption, or payment on maturity) of such Tax -Exempt Bonds. Beneficial Owners of the Tax -
Exempt Bonds should consult their own tax advisors with respect to the tax consequences of ownership of
Tax -Exempt Bonds with original issue discount, including the treatment of Beneficial Owners who do not
purchase such Tax -Exempt Bonds in the original offering to the public at the first price at which a
substantial amount of such Tax -Exempt Bonds is sold to the public.
Tax -Exempt Bonds purchased, whether at original issuance or otherwise, for an amount higher
than their principal amount payable at maturity (or, in some cases, at their earlier call date) ("Premium
Bonds") will be treated as having amortizable bond premium. No deduction is allowable for the
amortizable bond premium in the case of obligations, like the Premium Bonds, the interest on which is
excluded from gross income for federal income tax purposes. However, the amount of tax-exempt interest
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received, and a Beneficial Owner's basis in a Premium Bond, will be reduced by the amount of
amortizable bond premium properly allocable to such Beneficial Owner. Beneficial Owners of Premium
Bonds should consult their own tax advisors with respect to the proper treatment of amortizable bond
premium in their particular circumstances.
The Code imposes various restrictions, conditions and requirements relating to the exclusion from
gross income for federal income tax purposes of interest on obligations such as the Tax -Exempt Bonds.
The Commission has made certain representations and covenanted to comply with certain restrictions,
conditions and requirements designed to ensure that interest on the Tax -Exempt Bonds will not be
included in federal gross income. Inaccuracy of these representations or failure to comply with these
covenants may result in interest on the Tax -Exempt Bonds being included in gross income for federal
income tax purposes, possibly from the date of original issuance of the Tax -Exempt Bonds. The opinion
of Bond Counsel assumes the accuracy of these representations and compliance with these covenants.
Bond Counsel has not undertaken to determine (or to inform any person) whether any actions taken (or
not taken), or events occurring (or not occurring), or any other matters coming to Bond Counsel's
attention after the date of issuance of the Tax -Exempt Bonds may adversely affect the value of, or the tax
status of interest on, the Tax -Exempt Bonds. Accordingly, the opinion of Bond Counsel is not intended
to, and may not, be relied upon in connection with any such actions, events or matters.
Although Bond Counsel is of the opinion that interest on the Tax -Exempt Bonds is excluded from
gross income for federal income tax purposes and is exempt from State of California personal income
taxes, the ownership or disposition of, or the accrual or receipt of amounts treated as interest on, the Tax -
Exempt Bonds may otherwise affect a Beneficial Owner's federal, state or local tax liability. The nature
and extent of these other tax consequences depends upon the particular tax status of the Beneficial Owner
or the Beneficial Owner's other items of income or deduction. Bond Counsel expresses no opinion
regarding any such other tax consequences.
Current and future legislative proposals, if enacted into law, clarification of the Code or court
decisions may cause interest on the Tax -Exempt Bonds to be subject, directly or indirectly, in whole or in
part, to federal income taxation or to be subject to or exempted from state income taxation, or otherwise
prevent Beneficial Owners from realizing the full current benefit of the tax status of such interest. The
introduction or enactment of any such legislative proposals or clarification of the Code or court decisions
may also affect, perhaps significantly, the market price for, or marketability of, the Tax -Exempt Bonds.
Prospective purchasers of the Tax -Exempt Bonds should consult their own tax advisors regarding the
potential impact of any pending or proposed federal or state tax legislation, regulations or litigation, as to
which Bond Counsel is expected to express no opinion.
The opinion of Bond Counsel is based on current legal authority, covers certain matters not
directly addressed by such authorities, and represents Bond Counsel's judgment as to the proper treatment
of the Tax -Exempt Bonds for federal income tax purposes. It is not binding on the Internal Revenue
Service ("IRS") or the courts. Furthermore, Bond Counsel cannot give and has not given any opinion or
assurance about the future activities of the Commission or about the effect of future changes in the Code,
the applicable regulations, the interpretation thereof or the enforcement thereof by the IRS. The
Commission has covenanted, however, to comply with the requirements of the Code.
Bond Counsel's engagement with respect to the Tax -Exempt Bonds ends with the issuance of the
Tax -Exempt Bonds, and, unless separately engaged, Bond Counsel is not obligated to defend the
Commission or the Beneficial Owners regarding the tax-exempt status of the Tax -Exempt Bonds in the
event of an audit examination by the IRS. Under current procedures, parties other than the Commission
and its appointed counsel, including the Beneficial Owners, would have little, if any, right to participate in
the audit examination process. Moreover, because achieving judicial review in connection with an audit
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examination of tax-exempt bonds is difficult, obtaining an independent review of IRS positions with
which the Commission legitimately disagrees, may not be practicable. Any action of the IRS, including
but not limited to selection of the Tax -Exempt Bonds for audit, or the course or result of such audit, or an
audit of bonds presenting similar tax issues may affect the market price for, or the marketability of, the
Tax -Exempt Bonds, and may cause the Commission or the Beneficial Owners to incur significant
expense.
Federally Taxable Bonds
In the opinion of Bond Counsel to the Commission, based upon an analysis of existing laws,
regulations, rulings and court decisions, and assuming, among other matters, the accuracy of certain
representations and compliance with certain covenants, interest on the 2021 Series A Senior Bonds (the
"Federally Taxable Bonds") is exempt from State of California personal income taxes. Interest on the
Federally Taxable Bonds is not excluded from gross income for federal income tax purposes under
Section 103 of the Code. Bond Counsel expresses no opinion regarding any other tax consequences
relating to the ownership or disposition of, or the amount, accrual, or receipt of interest on, the Federally
Taxable Bonds. The proposed form of opinion of Bond Counsel is contained in APPENDIX E hereto.
The following discussion summarizes certain U.S. federal tax considerations generally applicable
to holders of the Federally Taxable Bonds that acquire their Federally Taxable Bonds in the initial
offering. The discussion below is based upon laws, regulations, rulings, and decisions in effect and
available on the date hereof, all of which are subject to change, possibly with retroactive effect.
Prospective investors should note that no rulings have been or are expected to be sought from the IRS
with respect to any of the U.S. federal tax consequences discussed below, and no assurance can be given
that the IRS will not take contrary positions. Further, the following discussion does not deal with U.S. tax
consequences applicable to any given investor, nor does it address the U.S. tax considerations applicable
to all categories of investors, some of which may be subject to special taxing rules (regardless of whether
or not such investors constitute U.S. Holders), such as certain U.S. expatriates, banks, REITs, RICs,
insurance companies, tax-exempt organizations, dealers or traders in securities or currencies, partnerships,
S corporations, estates and trusts, investors that hold their Federally Taxable Bonds as part of a hedge,
straddle or an integrated or conversion transaction, investors whose "functional currency" is not the U.S.
dollar, or certain taxpayers that are required to prepare certified financial statements or file financial
statements with certain regulatory or governmental agencies. Furthermore, it does not address (i)
alternative minimum tax consequences, (ii) the net investment income tax imposed under Section 1411 of
the Code, or (iii) the indirect effects on persons who hold equity interests in a holder. This summary also
does not consider the taxation of the Federally Taxable Bonds under state, local or non-U.S. tax laws. In
addition, this summary generally is limited to U.S. tax considerations applicable to investors that acquire
their Federally Taxable Bonds pursuant to this offering for the issue price that is applicable to such
Federally Taxable Bonds (i.e., the price at which a substantial amount of the Federally Taxable Bonds are
sold to the public) and who will hold their Federally Taxable Bonds as "capital assets" within the
meaning of Section 1221 of the Code.
As used herein, "U.S. Holder" means a beneficial owner of a Federally Taxable Bond that for
U.S. federal income tax purposes is an individual citizen or resident of the United States, a corporation or
other entity taxable as a corporation created or organized in or under the laws of the United States or any
state thereof (including the Commission of Columbia), an estate the income of which is subject to U.S.
federal income taxation regardless of its source or a trust where a court within the United States is able to
exercise primary supervision over the administration of the trust and one or more United States persons
(as defined in the Code) have the authority to control all substantial decisions of the trust (or a trust that
has made a valid election under U.S. Treasury Regulations to be treated as a domestic trust). As used
herein, "Non-U.S. Holder" generally means a beneficial owner of a Federally Taxable Bond (other than a
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partnership) that is not a U.S. Holder. If a partnership holds Federally Taxable Bonds, the tax treatment of
such partnership or a partner in such partnership generally will depend upon the status of the partner and
upon the activities of the partnership. Partnerships holding Federally Taxable Bonds, and partners in such
partnerships, should consult their own tax advisors regarding the tax consequences of an investment in the
Federally Taxable Bonds (including their status as U.S. Holders or Non-U.S. Holders).
Prospective investors should consult their own tax advisors in determining the U.S. federal, state,
local or non-U.S. tax consequences to them from the purchase, ownership and disposition of the Federally
Taxable Bonds in light of their particular circumstances.
U.S. Holders
Interest. Interest on the Federally Taxable Bonds generally will be taxable to a U.S. Holder as
ordinary interest income at the time such amounts are accrued or received, in accordance with the U.S.
Holder's method of accounting for U.S. federal income tax purposes.
Federally Taxable Bonds purchased for an amount in excess of the principal amount payable at
maturity (or, in some cases, at their earlier call date) will be treated as issued at a premium. A U.S. Holder
of a Federally Taxable Bond issued at a premium may make an election, applicable to all debt securities
purchased at a premium by such U.S. Holder, to amortize such premium, using a constant yield method
over the term of such Federally Taxable Bond.
Sale or Other Taxable Disposition of the Federally Taxable Bonds. Unless a nonrecognition
provision of the Code applies, the sale, exchange, redemption, retirement (including pursuant to an offer
by the Commission) or other disposition of a Federally Taxable Bond will be a taxable event for U.S.
federal income tax purposes. In such event, in general, a U.S. Holder of a Federally Taxable Bond will
recognize gain or loss equal to the difference between (i) the amount of cash plus the fair market value of
property received (except to the extent attributable to accrued but unpaid interest on the Federally Taxable
Bond, which will be taxed in the manner described above) and (ii) the U.S. Holder's adjusted U.S. federal
income tax basis in the Federally Taxable Bond (generally, the purchase price paid by the U.S. Holder for
the Federally Taxable Bond, decreased by any amortized premium). Any such gain or loss generally will
be capital gain or loss. In the case of a non -corporate U.S. Holder of the Federally Taxable Bonds, the
maximum marginal U.S. federal income tax rate applicable to any such gain will be lower than the
maximum marginal U.S. federal income tax rate applicable to ordinary income if such U.S. holder's
holding period for the Federally Taxable Bonds exceeds one year. The deductibility of capital losses is
subject to limitations.
Defeasance of the Federally Taxable Bonds. If the Commission defeases any Federally Taxable
Bond, the Federally Taxable Bond may be deemed to be retired and "reissued" for U.S. federal income
tax purposes as a result of the defeasance. In that event, in general, a holder will recognize taxable gain or
loss equal to the difference between (i) the amount realized from the deemed sale, exchange or retirement
(less any accrued qualified stated interest which will be taxable as such) and (ii) the holder's adjusted U.S.
federal income tax basis in the Federally Taxable Bond.
Information Reporting and Backup Withholding. Payments on the Federally Taxable Bonds
generally will be subject to U.S. information reporting and possibly to "backup withholding." Under
Section 3406 of the Code and applicable U.S. Treasury Regulations issued thereunder, a non -corporate
U.S. Holder of the Federally Taxable Bonds may be subject to backup withholding at the current rate of
24% with respect to "reportable payments," which include interest paid on the Federally Taxable Bonds
and the gross proceeds of a sale, exchange, redemption, retirement or other disposition of the Federally
Taxable Bonds. The payor will be required to deduct and withhold the prescribed amounts if (i) the payee
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fails to furnish a U.S. taxpayer identification number ("T/V") to the payor in the manner required, (ii) the
IRS notifies the payor that the TIN furnished by the payee is incorrect, (iii) there has been a "notified
payee underreporting" described in Section 3406(c) of the Code or (iv) the payee fails to certify under
penalty of perjury that the payee is not subject to withholding under Section 3406(a)(1)(C) of the Code.
Amounts withheld under the backup withholding rules may be refunded or credited against the U.S.
Holder's federal income tax liability, if any, provided that the required information is timely furnished to
the IRS. Certain U.S. holders (including among others, corporations and certain tax-exempt
organizations) are not subject to backup withholding. A holder's failure to comply with the backup
withholding rules may result in the imposition of penalties by the IRS.
Non-U.S. Holders
Interest. Subject to the discussions below under the headings "Information Reporting and Backup
Withholding" and "Foreign Account Tax Compliance Act," payments of principal of, and interest on, any
Federally Taxable Bond to a Non-U.S. Holder, other than (1) a controlled foreign corporation, a such term
is defined in the Code, which is related to the Commission through stock ownership and (2) a bank which
acquires such Federally Taxable Bond in consideration of an extension of credit made pursuant to a loan
agreement entered into in the ordinary course of business, will not be subject to any U.S. federal
withholding tax provided that the beneficial owner of the Federally Taxable Bond provides a certification
completed in compliance with applicable statutory and regulatory requirements, which requirements are
discussed below under the heading "Information Reporting and Backup Withholding," or an exemption is
otherwise established.
Disposition of the Federally Taxable Bonds. Subject to the discussions below under the headings
"Information Reporting and Backup Withholding" and "FATCA," any gain realized by a Non-U.S.
Holder upon the sale, exchange, redemption, retirement (including pursuant to an offer by the
Commission or a deemed retirement due to defeasance of the Federally Taxable Bond) or other
disposition of a Federally Taxable Bond generally will not be subject to U.S. federal income tax, unless
(i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business
within the United States; or (ii) in the case of any gain realized by an individual Non-U.S. Holder, such
holder is present in the United States for 183 days or more in the taxable year of such sale, exchange,
redemption, retirement (including pursuant to an offer by the Commission) or other disposition and
certain other conditions are met.
U.S. Federal Estate Tax. A Federally Taxable Bond that is held by an individual who at the time
of death is not a citizen or resident of the United States will not be subject to U.S. federal estate tax as a
result of such individual's death, provided that, at the time of such individual's death, payments of interest
with respect to such Federally Taxable Bond would not have been effectively connected with the conduct
by such individual of a trade or business within the United States.
Information Reporting and Backup Withholding. Subject to the discussion below under the
heading "FATCA," under current U.S. Treasury Regulations, payments of principal and interest on any
Federally Taxable Bonds to a holder that is not a United States person will not be subject to any backup
withholding tax requirements if the beneficial owner of the Federally Taxable Bond or a financial
institution holding the Federally Taxable Bond on behalf of the beneficial owner in the ordinary course of
its trade or business provides an appropriate certification to the payor and the payor does not have actual
knowledge that the certification is false. If a beneficial owner provides the certification, the certification
must give the name and address of such owner, state that such owner is not a United States person, or, in
the case of an individual, that such owner is neither a citizen nor a resident of the United States, and the
owner must sign the certificate under penalties of perjury. The current backup withholding tax rate is
24%.
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Foreign Account Tax Compliance Act ("FATCA")—U.S. Holders and Non-U.S. Holders
Sections 1471 through 1474 of the Code impose a 30% withholding tax on certain types of
payments made to foreign financial institutions, unless the foreign financial institution enters into an
agreement with the U.S. Treasury to, among other things, undertake to identify accounts held by certain
U.S. persons or U.S.-owned entities, annually report certain information about such accounts, and
withhold 30% on payments to account holders whose actions prevent it from complying with these and
other reporting requirements, or unless the foreign financial institution is otherwise exempt from those
requirements. In addition, FATCA imposes a 30% withholding tax on the same types of payments to a
non -financial foreign entity unless the entity certifies that it does not have any substantial U.S. owners or
the entity furnishes identifying information regarding each substantial U.S. owner. Under current
guidance, failure to comply with the additional certification, information reporting and other specified
requirements imposed under FATCA could result in the 30% withholding tax being imposed on payments
of interest on the 2021 Series Bonds. In general, withholding under FATCA currently applies to payments
of U.S. source interest (including OID) and, under current guidance, will apply to certain "passthru"
payments no earlier than the date that is two years after publication of final U.S. Treasury Regulations
defining the term "foreign passthru payments." Prospective investors should consult their own tax
advisors regarding FATCA and its effect on them.
The foregoing summary is included herein for general information only and does not discuss all
aspects of U.S. federal taxation that may be relevant to a particular holder of Federally Taxable Bonds in
light of the holder's particular circumstances and income tax situation. Prospective investors are urged to
consult their own tax advisors as to any tax consequences to them from the purchase, ownership and
disposition of Federally able Bonds, including the application and effect of state, local, non-U.S., and
other tax laws.
CONTINUING DISCLOSURE
The Commission has agreed to execute the Continuing Disclosure Agreement and will covenant
therein for the benefit of the beneficial owners of the 2021 Series Bonds to provide certain financial
information and operating data relating to the Commission and the Toll Revenues by not later than nine
months after the end of the Commission's prior fiscal year (the "Annual Reports"), and to provide notices
of the occurrence of certain enumerated events (the "Listed Events"). The Annual Reports and notices of
Listed Events will be filed with the MSRB. See "APPENDIX F — FORM OF CONTINUING
DISCLOSURE AGREEMENT."
During Fiscal Year 2018-19, Fitch Ratings upgraded its rating on the 2013 Series A Senior Bonds
and the 2013 Series B Senior Bonds. The Commission filed a Listed Event notice for this rating change,
but such notice was not filed timely.
RATINGS
The 2021 Senior Bonds have received ratings of "[A]" from S&P Global Ratings and "[BBB+]"
from Fitch Ratings, and the 2021 Series C Second Lien Bonds have received ratings of "[A-]" from S&P
Global Ratings and "[BBB]" from Fitch Ratings. An explanation of the significance of each such rating
may be obtained from the agency furnishing the rating. The ratings reflect only the views of such agencies
at the time such ratings are given, and the Commission makes no representation as to the appropriateness
of the ratings. Generally, rating agencies base their ratings on the information and materials so furnished
and on investigations, studies, and assumptions by the rating agencies. There is no assurance that a
particular rating will be maintained for any given period of time or that it will not be lowered or
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withdrawn entirely if, in the judgment of the agency originally establishing the rating, circumstances so
warrant.
Except as described under the caption "CONTINUING DISCLOSURE" herein, neither the
Commission nor any of the Underwriters has undertaken any responsibility to bring to the attention of the
registered owners of the 2021 Series Bonds any proposed revision or withdrawal of the ratings of the
2021 Series Bonds or to oppose any such proposed revision or withdrawal. Any such change in or
withdrawal of such ratings could have an adverse effect on the market price or marketability of the 2021
Series Bonds.
MUNICIPAL ADVISOR
The Commission has retained Fieldman, Rolapp & Associates, Inc., Irvine, California, as
Municipal Advisor in connection with the authorization and delivery of the 2021 Series Bonds. The
Municipal Advisor is not obligated to undertake, and has not undertaken to make, an independent
verification or assume responsibility for the accuracy, completeness or fairness of the information
contained in this Official Statement. The Municipal Advisor is an independent municipal advisory firm
and is not engaged in the business of underwriting, trading or distributing municipal securities or other
public securities. A portion of the compensation paid to the Municipal Advisor is contingent upon the
successful issuance of the 2021 Series Bonds.
VERIFICATION OF MATHEMATICAL COMPUTATIONS
The Verification Agent, Causey Demgen & Moore P.C., will verify the accuracy of mathematical
computations concerning the adequacy of the maturing principal amounts of and interest earned on the
Defeasance Securities deposited in the Escrow Account, together with amounts held as cash therein, to
provide for payment of debt service on, and the redemption price of, the 2013 Series A Senior Bonds to
the Redemption Date.
The report of the Verification Agent will include the statement that the scope of its engagement
was limited to verifying the mathematical accuracy of the computations contained in such schedules
provided to it and that the Verification Agent has no obligation to update its report because of events
occurring, or data or information coming to its attention, after the date of its report.
UNDERWRITING
The Underwriters of the 2021 Series Bonds listed on the cover page hereof (collectively, the
"Underwriters"), have agreed, subject to certain conditions, to purchase (i) the 2021 Senior Bonds at the
purchase price of $ (representing the aggregate principal amount of the 2021 Senior Bonds,
less original issue discount/plus net bond premium of $ , less an underwriter's discount of
$ ), and (ii) the 2021 Series C Second Lien Bonds at the purchase price of $
(representing the aggregate principal amount of the 2021 Series C Second Lien Bonds, less original issue
discount/plus net bond premium of $ , less an underwriter's discount of $ ).
The Bond Purchase Agreement for the 2021 Series Bonds provides that the Underwriters will
purchase all of the 2021 Series Bonds if any are purchased. The 2021 Series Bonds may be offered and
sold by the Underwriters to certain dealers and others at yields lower than such public offering yields
indicated on the inside cover hereof, and such public offering yields may be changed, from time to time,
by the Underwriters.
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Certain of the outstanding 2013 Series A Senior Bonds may be tendered or exchanged for
purchase (as described under the caption "FINANCING PLAN") through the Dealer Managers under the
terms of the Invitation to Tender or Exchange.
The following six paragraphs have been provided by the Underwriters and the Dealer Managers,
as applicable, for inclusion in this Official Statement and the Commission does not assume any
responsibility for the accuracy or completeness of such statements or information.
BofA Securities, Inc., one of the Underwriters and Dealer Managers of the 2021 Series Bonds,
has entered into a distribution agreement with its affiliate Merrill Lynch, Pierce, Fenner & Smith
Incorporated ("MLPF&S"). As part of this arrangement, BofA Securities, Inc. may distribute securities to
MLPF&S, which may in turn distribute such securities to investors through the financial advisor network
of MLPF&S. As part of this arrangement, BofA Securities, Inc. may compensate MLPF&S as a dealer
for their selling efforts with respect to the 2021 Series Bonds.
J.P. Morgan Securities LLC ("JPMS"), one of the Underwriters of the 2021 Series Bonds, has
entered into negotiated dealer agreements (each, a "Dealer Agreement") with each of Charles Schwab &
Co., Inc. ("CS&Co.") and LPL Financial LLC ("LPL") for the retail distribution of certain securities
offerings at the original issue prices. Pursuant to each Dealer Agreement, each of CS&Co. and LPL may
purchase 2021 Series Bonds from JPMS at the original issue price less a negotiated portion of the selling
concession applicable to any 2021 Series Bonds that such firm sells.
Wells Fargo Corporate & Investment Banking (which may be referred to elsewhere as "CIB,"
"Wells Fargo Securities" or "WFS") are the trade names used for the corporate banking, capital markets
and investment banking services of Wells Fargo & Company and its subsidiaries, including Wells Fargo
Bank, National Association ("WFBNA"), a member of NFA, which conducts its municipal securities
sales, trading and underwriting operations through the Wells Fargo Bank, N.A. Municipal Finance Group,
a separately identifiable department of WFBNA, registered with the U.S. Securities and Exchange
Commission as a municipal securities dealer pursuant to Section 15B(a) of the Securities Exchange Act of
1934.
WFBNA, one of the underwriters of the 2021 Series Bonds, has entered into an agreement (the
"WFA Distribution Agreement") with its affiliate, Wells Fargo Clearing Services, LLC (which uses the
trade name "Wells Fargo Advisors") ("WFA"), for the distribution of certain municipal securities
offerings, including the 2021 Series Bonds. Pursuant to the WFA Distribution Agreement, WFBNA will
share a portion of its underwriting or remarketing agent compensation, as applicable, with respect to the
2021 Series Bonds with WFA. WFBNA has also entered into an agreement (the "WFSLLC Distribution
Agreement") with its affiliate Wells Fargo Securities, LLC ("WFSLLC"), for the distribution of municipal
securities offerings, including the 2021 Series Bonds. Pursuant to the WFSLLC Distribution Agreement,
WFBNA pays a portion of WFSLLC's expenses based on its municipal securities transactions. WFBNA,
WFSLLC, and WFA are each wholly -owned subsidiaries of Wells Fargo & Company.
The Underwriters and the Dealer Managers and their respective affiliates are full service financial
institutions engaged in various activities, which may include sales and trading, commercial and
investment banking, advisory, investment management, investment research, principal investment,
hedging, market making, brokerage and other financial and non -financial activities and services. Certain
of the Underwriters and the Dealer Managers and their respective affiliates have provided, and may in the
future provide, a variety of these services to the Commission and to persons and entities with
relationships with the Commission, for which they received or will receive customary fees and expenses.
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In the ordinary course of their various business activities, the Underwriters and the Dealer
Managers and their respective affiliates, officers, directors and employees may purchase, sell or hold a
broad array of investments and actively trade securities, derivatives, loans, commodities, currencies,
credit default swaps and other financial instruments for their own account and for the accounts of their
customers, and such investment and trading activities may involve or relate to assets, securities and/or
instruments of the Commission (directly, as collateral securing other obligations or otherwise) and/or
persons and entities with relationships with the Commission. The Underwriters and the Dealer Managers
and their respective affiliates may also communicate independent investment recommendations, market
color or trading ideas and/or publish or express independent research views in respect of such assets,
securities or instruments and may at any time hold, or recommend to clients that they should acquire, long
and/or short positions in such assets, securities and instruments.
OTHER MATTERS
The financial data and other information contained herein have been obtained from the
Commission's records, financial statements, and other sources that are believed to be reliable. There is no
guarantee that any of the assumptions or estimates contained herein will be realized. All of the summaries
do not purport to be complete statements of such provisions and reference is made to such documents for
further information. Reference is made to original documents in all respects. Copies may be obtained
from the Commission.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Executive Director
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APPENDIX A
RCTC 91 EXPRESS LANES FUND FINANCIAL STATEMENTS
FOR FISCAL YEAR ENDED JUNE 30, 2020
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APPENDIX B-1
RCTC 91 EXPRESS LANES
INVESTMENT GRADE TRAFFIC AND REVENUE STUDY
INVESTMENT GRADE STUDY REFRESH 2018
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APPENDIX B-2
STANTEC BRINGDOWN LETTER
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APPENDIX C
ENGINEER'S TECHNICAL REPORT
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APPENDIX D
SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE
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APPENDIX E
FORMS OF BOND COUNSEL OPINIONS
[Closing Date]
Riverside County Transportation Commission
Riverside, California
Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable) and 2021 Series B
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
(Final Opinion)
Ladies and Gentlemen:
We have acted as bond counsel to the Riverside County Transportation Commission (the "Issuer") in
connection with issuance of $ aggregate principal amount of Riverside County Transportation
Commission Toll Revenue Senior Lien Refunding Bonds, 2021 Series A (Federally Taxable) (the "2021
Series A Senior Bonds"), $ aggregate principal amount of Riverside County Transportation
Commission Toll Revenue Senior Lien Refunding Bonds, 2021 Series B (the "2021 Series B Senior
Bonds"), and $ aggregate principal amount of Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bonds, 2021 Series C (the "2021 Series C Second Lien Bonds" and
collectively with the 2021 Series A Senior Bonds and the 2021 Series B Senior Bonds, the "Bonds"),
issued pursuant to a Master Indenture, dated as of June 1, 2013, as supplemented and amended by a First
Supplemental Indenture, dated as of June 1, 2013, as supplemented and amended by a Second
Supplemental Indenture, dated as of June 1, 2013, as supplemented and amended by a Third
Supplemental Indenture, dated as of October 1, 2021, and as supplemented and amended by a Fourth
Supplemental Indenture, dated as of October 1, 2021 (collectively referred to as the "Indenture"), each
between the Issuer and U.S. Bank National Association, as successor trustee (the "Trustee"). Capitalized
terms not otherwise defined herein shall have the meanings ascribed thereto in the Indenture.
In such connection, we have reviewed the Indenture, the Tax Certificate of the Issuer, dated the date
hereof (the "Tax Certificate"), opinions of counsel to the Issuer and the Trustee, certificates of the Issuer,
the Trustee and others, and such other documents, opinions and matters to the extent we deemed
necessary to render the opinions set forth herein.
The opinions expressed herein are based on an analysis of existing laws, regulations, rulings and court
decisions and cover certain matters not directly addressed by such authorities. Such opinions may be
affected by actions taken or omitted or events occurring after original delivery of the Bonds on the date
hereof. We have not undertaken to determine, or to inform any person, whether any such actions are
taken or omitted or events do occur or any other matters come to our attention after original delivery of
the Bonds on the date hereof. Accordingly, this letter speaks only as of its date and is not intended to, and
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may not, be relied upon or otherwise used in connection with any such actions, events or matters. Our
engagement with respect to the Bonds has concluded with their issuance, and we disclaim any obligation
to update this letter. We have assumed the genuineness of all documents and signatures presented to us
(whether as originals or as copies) and the due and legal execution and delivery thereof by, and validity
against, any parties other than the Issuer. We have assumed, without undertaking to verify, the accuracy
of the factual matters represented, warranted or certified in the documents and of the legal conclusions
contained in the opinions, referred to in the second paragraph hereof. Furthermore, we have assumed
compliance with all covenants and agreements contained in the Indenture and the Tax Certificate,
including (without limitation) covenants and agreements compliance with which is necessary to assure
that future actions, omissions or events will not cause interest on the 2021 Series B Senior Bonds and the
2021 Series C Second Lien Bonds to be included in gross income for federal income tax purposes. We
call attention to the fact that the rights and obligations under the Bonds, the Indenture and the Tax
Certificate and their enforceability may be subject to bankruptcy, insolvency, receivership,
reorganization, arrangement, fraudulent conveyance, moratorium and other laws relating to or affecting
creditors' rights, to the application of equitable principles, to the exercise of judicial discretion in
appropriate cases and to the limitations on legal remedies against county transportation commissions in
the State of California. We express no opinion with respect to any indemnification, contribution,
liquidated damages, penalty (including any remedy deemed to constitute or having the effect of a
penalty), right of set-off, arbitration, judicial reference, choice of law, choice of forum, choice of venue,
non -exclusivity of remedies, waiver or severability provisions contained in the foregoing documents, nor
do we express any opinion with respect to the state or quality of title to or interest in any of the assets
described in or as subject to the lien of the Indenture or the accuracy or sufficiency of the description
contained therein of, or the remedies available to enforce liens on, any such assets. Our services did not
include financial or other non -legal advice. Finally, we undertake no responsibility for the accuracy,
completeness or fairness of the Official Statement, dated , 2021 or other offering material
relating to the Bonds and express no opinion with respect thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we are of the
following opinions:
1. The Bonds constitute the valid and binding limited obligations of the Issuer.
2. The Indenture has been duly executed and delivered by, and constitutes the valid and binding
obligation of, the Issuer.
3. Interest on the 2021 Series B Senior Bonds and the 2021 Series C Second Lien Bonds
(collectively, the "Tax -Exempt Bonds") is excluded from gross income for federal income tax purposes
under Section 103 of the Internal Revenue Code of 1986. Interest on the Tax -Exempt Bonds is not a
specific preference item for purposes of the federal alternative minimum tax. Interest on the Bonds is
exempt from State of California personal income taxes. We express no opinion regarding other tax
consequences related to the ownership or disposition of, or the amount, accrual or receipt of interest on,
the Bonds.
Faithfully yours,
ORRICK, HERRINGTON & SUTCLIFFE LLP
per
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APPENDIX F
FORM OF CONTINUING DISCLOSURE AGREEMENT
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APPENDIX G
BOOK -ENTRY SYSTEM AND GLOBAL CLEARANCE PROCEDURES
DTC Book -Entry -Only System
The information in this Appendix G concerning The Depository Trust Company, New York, New
York ("DTC"), and DTC's book -entry system has been obtained from DTC and the Commission and the
Trustee take no responsibility for the completeness or accuracy thereof. The Commission and the Trustee
cannot and do not give any assurances that DTC, Direct Participants (as defined below) or Indirect
Participants (as defined below) will distribute to the Beneficial Owners (a) payments of interest, principal
or premium, if any, with respect to the 2021 Series Bonds, (b) certificates representing ownership interest
in or other confirmation of ownership interest in the 2021 Series Bonds, or (c) redemption or other notices
sent to DTC or Cede & Co., its nominee, as the registered owner of the 2021 Series Bonds, or that they
will do so on a timely basis, or that DTC, Direct Participants or Indirect Participants will act in the
manner described in this Appendix G. Investors wishing to use the facilities of any of the Clearing
Systems are advised to confirm the continued applicability of the rules, regulations and procedures of the
relevant Clearing System.
The Commission and the Trustee are not responsible or liable for the failure of DTC or any DTC
Direct or Indirect Participant to make any payment or give any notice to a Beneficial Owner with respect
to the 2021 Series Bonds or an error or delay relating thereto. The current "Rules" applicable to DTC are
on file with the Securities and Exchange Commission and the current "Procedures" of DTC to be
followed in dealing with DTC's Direct and Indirect Participants are on file with DTC.
DTC will act as securities depository for the 2021 Series Bonds. The 2021 Series Bonds will be
issued as fully -registered securities registered in the name of Cede & Co. (DTC's partnership nominee) or
such other name as may be requested by an authorized representative of DTC. One fully -registered
certificate will be issued for each maturity of the 2021 Series Bonds, in the aggregate principal amount of
such maturity, and will be deposited with DTC.
DTC, the world's largest securities depository, is a limited -purpose trust company organized
under the New York Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation" within the meaning of
the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions
of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over
3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money
market instruments (from over 100 countries) that DTC's participants ("Direct Participants") deposit
with DTC. DTC also facilitates the post -trade settlement among Direct Participants of sales and other
securities transactions in deposited securities, through electronic computerized book -entry transfers and
pledges between Direct Participants" accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly -owned
subsidiary of The Depository Trust & Clearing Corporation ("DTCC'). DTCC is the holding company for
DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are
registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the
DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship
with a Direct Participant, either directly or indirectly ("Indirect Participants"). DTC has an S&P Global
Ratings rating of AA+. The DTC Rules applicable to Direct and Indirect Participants are on file with the
99223117.18
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Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. The
information on such website is not incorporated herein by reference.
Purchases of 2021 Series Bonds under the DTC book -entry system must be made by or through
Direct Participants, which will receive a credit for the 2021 Series Bonds on DTC's records. The
ownership interest of each actual purchaser of each 2021 Series 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. Beneficial Owners are, however, expected to receive written
confirmations providing details of the transaction, as well as periodic statements of their holdings, from
the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction.
Transfers of ownership interests in the 2021 Series Bonds are to be accomplished by entries made on the
books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will
not receive certificates representing their ownership interests in the 2021 Series Bonds, except in the
event that use of the book -entry system for the 2021 Series Bonds is discontinued.
To facilitate subsequent transfers, all 2021 Series Bonds deposited by Direct Participants with
DTC are registered in the name of DTC's partnership nominee, Cede & Co., or such other name as may
be requested by an authorized representative of DTC. The deposit of the 2021 Series Bonds with DTC
and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in
beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the 2021 Series Bonds;
DTC's records reflect only the identity of the Direct Participants to whose accounts such 2021 Series
Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants
will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial
Owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial Owners of the 2021 Series Bonds may
wish to take certain steps to augment the transmission to them of notices of significant events with respect
to the 2021 Series Bonds, such as redemptions, tenders, defaults, and proposed amendments to the 2021
Series Bond documents. For example, Beneficial Owners of the 2021 Series Bonds may wish to ascertain
that the nominee holding the 2021 Series Bonds for their benefit has agreed to obtain and transmit notices
to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and
addresses to the registrar and request that copies of notices be provided directly to them.
Redemption notices (if applicable) shall be sent to DTC. If less than all of the 2021 Series Bonds
are being redeemed, DTC's practice is to determine by lot the amount of the interest of each Direct
Participant in such issue to be redeemed.
Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to
the 2021 Series Bonds unless authorized by a Direct Participant in accordance with DTC's MMI
Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Commission as soon as
possible after the record date. The Omnibus Proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the 2021 Series Bonds are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
Payments of principal of, premium, if any, and interest on the 2021 Series Bonds will be made to
Cede & Co., or such other nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit Direct Participants" accounts upon DTC's receipt of funds and corresponding detail
information from the Commission or the Trustee, on the payable date in accordance with their respective
holdings shown on DTC's records. Payments by Direct or Indirect Participants to Beneficial Owners will
99223117.18
G-2
be governed by standing instructions and customary practices, as is the case with securities held for the
accounts of customers in bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DTC, the Trustee, or the Commission, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of principal of, premium, if any, and interest
on the 2021 Series Bonds to Cede & Co. (or such other nominee as may be requested by an authorized
representative of DTC) is the responsibility of the Commission or the Trustee, disbursement of such
payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to
the Beneficial Owners will be the responsibility of Direct and Indirect Participants.
DTC may discontinue providing its services as securities depository with respect to the 2021
Series Bonds at any time by giving notice to the Trustee and the Commission. Under certain
circumstances, in the event that a successor depository is not obtained, 2021 Series Bond certificates are
required to be printed and delivered.
The Commission may decide to discontinue use of the system of book -entry transfers for the
2021 Series Bonds through DTC (or a successor securities depository). In that event, 2021 Series Bond
certificates will be printed and delivered as provided in the Indenture. In addition, the following
provisions would apply: the principal or redemption price of the 2021 Series Bonds will be payable upon
presentation thereof, at the principal corporate trust office of the Trustee, in San Francisco, California;
interest on the 2021 Series Bonds will be payable by check mailed on each interest payment date to the
registered owners thereof as shown on the registration books of the Trustee as of the close of business on
the 15th day of the calendar month immediately preceding the applicable interest payment date (the
"record date"), except that in the case of an owner of $1,000,000 or more in aggregate principal amount
of 2021 Series Bonds, upon written request of such owner to the Trustee received at least 10 days prior to
the record date for the payment of interest, specifying the account or accounts to which such payment
shall be made (which request shall remain in effect until revoked by such owner in a subsequent writing
delivered to the Trustee), such interest shall be paid in immediately available funds by wire transfer to
such account or accounts on the following interest payment date; and the 2021 Series Bonds will be
transferable and exchangeable on the terms and conditions provided in the Indenture.
The information in this Appendix G concerning DTC and DTC's book -entry system has been
obtained from sources the Commission believes to be reliable, but the Commission takes no responsibility
for the accuracy thereof.
Global Clearance Procedures
Beneficial interests in the 2021 Series A Senior Bonds may be held through DTC, Clearstream
Banking, S.A. ("Clearstream") or Euroclear Bank SA/NV ("Euroclear") as operator of the Euroclear
System, directly as a participant or indirectly through organizations that are participants in such system.
Euroclear and Clearstream. Euroclear and Clearstream each hold securities for their customers
and facilitate the clearance and settlement of securities transactions by electronic book -entry transfer
between their respective account holders. Euroclear and Clearstream provide various services including
safekeeping, administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Euroclear and Clearstream also deal with domestic securities markets in several
countries through established depositary and custodial relationships. Euroclear and Clearstream have
established an electronic bridge between their two systems across which their respective participants may
settle trades with each other.
99223117.18
G-3
Euroclear and Clearstream customers are worldwide financial institutions, including underwriters,
securities brokers and dealers, banks, trust companies and clearing corporations. Indirect access to
Euroclear and Clearstream is available to other institutions that clear through or maintain a custodial
relationship with an account holder of either system, either directly or indirectly.
Clearing and Settlement Procedures. The 2021 Series A Senior Bonds sold in offshore
transactions will be initially issued to investors through the book -entry facilities of DTC, or Clearstream
and Euroclear in Europe if the investors are participants in those systems, or indirectly through
organizations that are participants in the systems. For any of such 2021 Series A Senior Bonds, the record
holder will be DTC's nominee. Clearstream and Euroclear will hold omnibus positions on behalf of their
participants through customers' securities accounts in Clearstream's and Euroclear's names on the books
of their respective depositories.
The depositories, in turn, will hold positions in customers' securities accounts in the
depositories' names on the books of DTC. Because of time zone differences, the securities account of a
Clearstream or Euroclear participant as a result of a transaction with a participant, other than a depository
holding on behalf of Clearstream or Euroclear, will be credited during the securities settlement processing
day, which must be a business day for Clearstream or Euroclear, as the case may be, immediately
following the DTC settlement date. These credits or any transactions in the securities settled during the
processing will be reported to the relevant Euroclear participant or Clearstream participant on that
business day. Cash received in Clearstream or Euroclear as a result of sales of securities by or through a
Clearstream participant or Euroclear participant to a DTC Participant, other than the depository for
Clearstream or Euroclear, will be received with value on the DTC settlement date but will be available in
the relevant Clearstream or Euroclear cash account only as of the business day following settlement in
DTC.
Transfer Procedures. Transfers between participants will occur in accordance with DTC rules.
Transfers between Clearstream participants or Euroclear participants will occur in accordance with their
respective rules and operating procedures. Cross -market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or indirectly through Clearstream participants or
Euroclear participants, on the other, will be effected by DTC in accordance with DTC rules on behalf of
the relevant European international clearing system by the relevant depositories; however, cross -market
transactions will require delivery of instructions to the relevant European international clearing system by
the counterparty in the system in accordance with its rules and procedures and within its established
deadlines in European time.
The relevant European international clearing system will, if the transaction meets its settlement
requirements, deliver instructions to its depository to take action to effect final settlement on its behalf by
delivering or receiving securities in DTC, and making or receiving payment in accordance with normal
procedures for same day funds settlement applicable to DTC. Clearstream participants or Euroclear
participants may not deliver instructions directly to the depositories.
The Commission will not impose any fees in respect of holding the 2021 Series A Senior Bonds;
however, holders of book -entry interests in the 2021 Series A Senior Bonds may incur fees normally
payable in respect of the maintenance and operation of accounts in DTC, Euroclear and Clearstream.
Initial Settlement. Interests in the 2021 Series A Senior Bonds will be in uncertified book -entry
form. Purchasers electing to hold book -entry interests in the 2021 Series A Senior Bonds through
Euroclear and Clearstream accounts will follow the settlement procedures applicable to conventional
Eurobonds. Book -entry interests in the 2021 Series A Senior Bonds will be credited to Euroclear and
Clearstream participants' securities clearance accounts on the business day following the date of delivery
99223117.18
G-4
of the 2021 Series A Senior Bonds against payment (value as on the date of delivery of the 2021 Series A
Senior Bonds). DTC participants acting on behalf of purchasers electing to hold book -entry interests in
the 2021 Series A Senior Bonds through DTC will follow the delivery practices applicable to securities
eligible for DTC's Same Day Funds Settlement system. DTC participants' securities accounts will be
credited with book -entry interests in the 2021 Series A Senior Bonds following confirmation of receipt of
payment to the Commission on the date of delivery of the 2021 Series A Senior Bonds.
Secondary Market Trading. Secondary market trades in the 2021 Series A Senior Bonds will be
settled by transfer of title to book -entry interests in Euroclear, Clearstream or DTC, as the case may be.
Title to such book -entry interests will pass by registration of the transfer within the records of Euroclear,
Clearstream or DTC, as the case may be, in accordance with their respective procedures. Book -entry
interests in the 2020B Bonds may be transferred within Euroclear and within Clearstream and between
Euroclear and Clearstream in accordance with procedures established for these purposes by Euroclear and
Clearstream. Book -entry interests in the 2021 Series A Senior Bonds may be transferred within DTC in
accordance with procedures established for this purpose by DTC. Transfer of book -entry interests in the
2021 Series A Senior Bonds between Euroclear or Clearstream and DTC may be effected in accordance
with procedures established for this purpose by Euroclear, Clearstream and DTC.
Special Timing Considerations. Investors should be aware that investors will only be able to
make and receive deliveries, payments and other communications involving the 2021 Series A Senior
Bonds through Euroclear or Clearstream on days when those systems are open for business. In addition,
because of time -zone differences, there may be complications with completing transactions involving
Clearstream and/or Euroclear on the same business day as in the United States. U.S. investors who wish
to transfer their interests in the 2021 Series A Senior Bonds, or to receive or make a payment or delivery
of the 2021 Series A Senior Bonds, on a particular day, may find that the transactions will not be
performed until the next business day in Luxembourg if Clearstream is used, or Brussels if Euroclear is
used.
Clearing Information. It is expected that the 2021 Series A Senior Bonds will be accepted for
clearance through the facilities of Euroclear and Clearstream. The CUSIP numbers for the 2021 Series A
Senior Bonds are set forth on the inside cover of the Official Statement.
General. Neither Euroclear nor Clearstream is under any obligation to perform or continue to
perform the procedures referred to above, and such procedures may be discontinued at any time.
NEITHER THE COMMISSION NOR THE UNDERWRITERS WILL HAVE ANY
RESPONSIBILITY FOR THE PERFORMANCE BY EUROCLEAR OR CLEARSTREAM OR THEIR
RESPECTIVE DIRECT OR INDIRECT PARTICIPANTS OR ACCOUNT HOLDERS OF THEIR
RESPECTIVE OBLIGATIONS UNDER THE RULES AND PROCEDURES GOVERNING THEIR
OPERATIONS OR THE ARRANGEMENTS REFERRED TO ABOVE.
99223117.18
G-5
ATTACHMENT 3
DRAFT OF
8/6/21
CONTINUING DISCLOSURE AGREEMENT
by and between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent
Dated as of October 1, 2021
Relating to
$
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
$
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
$
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
99429405.8 1001082458
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"),
dated as of October 1, 2021, is by and between the RIVERSIDE COUNTY
TRANSPORTATION COMMISSION, a public entity duly established and existing under the
laws of the State of California (the "Commission"), and DIGITAL ASSURANCE
CERTIFICATION, L.L.C., as Dissemination Agent (the "Dissemination Agent").
WITNESSETH:
WHEREAS, the Commission has issued $ in aggregate principal amount of
Riverside County Transportation Commission Toll Revenue Senior Lien Refunding Bonds, 2021
Series A (Federally Taxable) (the "2021 Series A Senior Bonds"), $ in aggregate initial
principal amount of Riverside County Transportation Commission Toll Revenue Senior Lien
Refunding Bonds, 2021 Series B (the "2021 Series B Senior Bonds") and $ in
aggregate principal amount of Riverside County Transportation Commission Toll Revenue
Second Lien Refunding Bonds, 2021 Series C (the "2021 Series C Second Lien Bonds," and
together with the 2021 Series A Senior Bonds and the 2021 Series B Senior Bonds, the "2021
Series Bonds") pursuant to a Master Indenture, dated as of June 1, 2013, between the
Commission and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by
a First Supplemental Indenture, dated as of June 1, 2013, a Second Supplemental Indenture,
dated as of June 1, 2013, a Third Supplemental Indenture, dated as of October 1, 2021, and a
Fourth Supplemental Indenture, dated as of October 1, 2021, each between the Commission and
the Trustee (collectively, the "Indenture"); and
WHEREAS, this Disclosure Agreement is being executed and delivered by the
Commission and the Dissemination Agent for the benefit of the owners and beneficial owners of
the 2021 Series Bonds and in order to assist the underwriters of the 2021 Series Bonds in
complying with the Rule (as defined herein);
NOW, THEREFORE, for and in consideration of the mutual promises and covenants
herein contained, the parties hereto 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 2021 Series Bonds and in order to assist the
Participating Underwriters in complying with SEC Rule 15c2-12.
Section 2. Definitions. Capitalized undefined terms used herein shall have the
meanings ascribed thereto in the Indenture. In addition, the following capitalized terms shall
have the following meanings:
"Annual Operating Budget" means any annual operating budget provided by the
Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Annual Report" means any annual report provided by the Commission pursuant to, and
as described in, Sections 3 and 4 of this Disclosure Agreement.
99429405.8 1
"Annual Toll Road Report" means any annual toll road report provided by the
Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Disclosure Representative" means the Chief Financial Officer of the Commission, or
such other officer or employee of the Commission as the Executive Director of the Commission
or the Chief Financial Officer of the Commission shall designate in writing to the Dissemination
Agent and the Trustee from time to time.
"Dissemination Agent" means an entity selected and retained by the Commission, or
any successor thereto selected by the Commission. The initial Dissemination Agent shall be
Digital Assurance Certification, L.L.C.
"Effective Date" means October , 2021.
"EMMA" shall mean the Municipal Securities Rulemaking Board's Electronic
Municipal Market Access System for Municipal Securities disclosures, maintained on the
internet at http://emma.msrb.org.
"Financial Obligation" shall mean, for purposes of the Listed Events set out in Section
5(a)(10) and Section 5(b)(8), a (i) debt obligation; (ii) derivative instrument entered into in
connection with, or pledged as security or a source of payment for, an existing or planed debt
obligation; or (iii) guarantee of (i) or (ii). The term "Financial Obligation" shall not include
municipal securities (as defined in the Securities Exchange Act of 1934, as amended) as to which
a final official statement (as defined in the Rule) has been provided to the MSRB consistent with
the Rule.
"Fiscal Year" shall mean the period beginning on July 1 of each year and ending on the
next succeeding June 30, or any twelve-month or fifty-two week period hereafter selected by the
Commission, with notice of such selection or change in fiscal year to be provided as set forth
herein.
"Listed Events" means any of the events listed in Section 5 hereof.
"MSRB" means the Municipal Securities Rulemaking Board established pursuant to
Section 15B(b)(1) of the Securities Exchange Act of 1934 or any other entity designated or
authorized by the SEC to receive reports pursuant to the Rule. Until otherwise designated by the
MSRB or the SEC, filings with the MSRB are to be made through the EMMA website of the
MSRB, currently located at http://emma.msrb.org.
"Official Statement" means the Official Statement, dated , 2021, relating to the
2021 Series Bonds.
"Participating Underwriters" means the underwriters of the 2021 Series Bonds
required to comply with the Rule in connection with the offering of the 2021 Series Bonds.
"Reports" means, collectively, the Annual Toll Road Report, the Annual Operating
Budget, the Traffic and Operating Report and the Traffic and Revenue Report.
"Repository" means, until otherwise designated by the SEC, EMMA.
99429405.8 2
"Rule" means Rule 15c2-12 adopted by the SEC under the Securities Exchange Act of
1934, as the same may be amended from time to time.
"SEC" means the Securities and Exchange Commission.
"Toll Road" means the tolled lanes and facilities (including structures, on -ramps,
connector roads, bridges, and roadways that are on, necessary for, or related to operation of the
Toll Road) on that portion of SR -91 between the Orange County/Riverside County line and
Interstate 15 that constitute the RCTC 91 Express Lanes, as described in the Official Statement.
"Traffic and Operating Report" means any traffic and operating report provided by the
Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
"Traffic and Revenue Report" means any traffic and revenue report provided by the
Commission pursuant to, and as described in, Sections 3 and 4 of this Disclosure Agreement.
Section 3. Provision of Reports. So long as any 2021 Series Bonds remain
outstanding pursuant to the Indenture, the Commission shall provide, or shall cause the
Dissemination Agent to provide, to the MSRB, through EMMA:
(a) not later than 210 days after the end of each Fiscal Year, commencing
with the report for the 2020-21 Fiscal Year, an Annual Toll Road Report that is consistent
with the requirements of Section 4 of this Disclosure Agreement. If the Fiscal Year
changes for the Commission, the Commission shall give notice of such change in the
manner provided under Section 5(e) hereof;
(b) (A) no later than 30 days prior to the commencement of each Fiscal
Year, an operating plan and a preliminary budget and (B) not later than the first day of
each Fiscal Year, a final budget (collectively, an "Annual Operating Budget"), in each
case commencing with the operating plan, preliminary budget and final budget for the
2022-23 Fiscal Year, that is consistent with the requirements of Section 4 of this
Disclosure Agreement;
(c) Not later than ninety (90) days after the end of each fiscal quarter,
commencing with the report for the quarter ending September 30, 2021, a Traffic and
Operating Report that is consistent with the requirements of Section 4 of this Disclosure
Agreement;
(d) Not later than sixty (60) days after the end of each fiscal quarter,
commencing with the report for the quarter ending September 30, 2021, a Traffic and
Revenue Report that is consistent with the requirements of Section 4 of this Disclosure
Agreement;
(e) The Reports must be submitted in electronic format, accompanied by
such identifying information as provided by the MSRB. Any or all of the Reports 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 audited financial statements may be submitted separately from
99429405.8 3
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.
(f) Not later than two (2) Business Days prior to the dates specified in
subsections (a) through (f) above for providing Reports to each Repository, the
Commission shall provide such Report to the Dissemination Agent. If by any such date,
the Dissemination Agent has not received a copy of the related Report from the
Commission, the Dissemination Agent shall contact the Commission to determine if the
Commission is in compliance with this Section 3.
(g) If the Dissemination Agent is unable to verify that an Annual Report,
an Annual Toll Road Report, an Annual Operating Budget, a Traffic and Operating
Report or a Traffic and Revenue Report of the Commission has been provided to each
Repository by the applicable date required in subsections (a) through (f) above, the
Dissemination Agent shall send a notice to each Repository in substantially the form
attached hereto as Exhibit A; and
(h) The Dissemination Agent shall:
(1) determine the electronic filing address of, and then -current
procedures for submitting Reports to the MSRB each year prior to
the date for providing any such Report; and
(2) to the extent known to the Dissemination Agent file a report with
the Commission and (if the Dissemination Agent is not the
Trustee) the Trustee certifying that each Report has been provided
pursuant to this Disclosure Agreement, and stating the date such
Report was provided.
Section 4. Content of Reports.
(a) The Commission's Annual Toll Road Report shall contain or include
by reference the following the debt service schedule for the 2021 Series Bonds, if there
have been any unscheduled redemptions, retirements or defeasances, and the debt service
on any additional parity bonds issued, in each case during the prior Fiscal Year.
(b) The Commission's Annual Toll Road Report shall contain or include
by reference the audited financial statements of the Commission's 91 Express Lanes
Fund 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 for the 91 Express Lanes Fund are not available by the time the Annual Toll
Road Report is required to be filed pursuant to Section 3(b), the Annual Toll Road Report
shall contain unaudited financial statements, and the audited financial statements shall be
filed in the same manner as the Annual Toll Road Report when they become available.
(c) The Commission's Annual Operating Budget shall consist of an
operating plan and preliminary budget and a final operating budget, in each case, on a
99429405.8
4
cash flow basis, of projected Revenues, Operating and Maintenance Expenses, Repair
and Rehabilitation Fund Permitted Expenditures, interest, and other costs for the next
Fiscal Year.
(d) The Commission's Traffic and Operating Report shall include: (A) the
operating data for the Commission's 91 Express Lanes for the previous financial quarter,
including total Revenue received and total Operating and Maintenance Expenses and
Capital Expenditures Fund Permitted Expenditures incurred, (B) the variances for such
period between the Revenue actually received and the budgeted Revenue as shown in the
Annual Operating Budget, together with a brief narrative explanation of the reasons for
any such variance of 20% or more, and (C) the variances for such period between the
actual Operating and Maintenance Expenses incurred and the budgeted Operating and
Maintenance Expenses as shown in the Annual Operating Budget, together with a brief
narrative explanation of the reasons for any such variance of 20% or more.
(e) The Commission's Traffic and Revenue Report shall include: (A)
quarterly traffic and revenue statistics on an actual and projected basis with a comparison
to the prior year's quarter, including number of trips, revenue and average revenue per
trip for full toll lanes, 3+ lanes and gross totals and averages, and (B) fiscal year-to-date
traffic and revenue statistics on an actual and projected basis with a comparison to the
prior fiscal year, including number of trips, revenue and average revenue per trip for full
toll lanes, 3+ lanes and gross totals and averages.
(f) 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 public entities related thereto, which have been submitted to each
Repository or the SEC. If the document included by reference is a final official statement,
it must be available from the MSRB. The Commission shall clearly identify each such
other document so included by reference.
(g) The contents, presentation and format of the Reports may be modified
from time to time as determined in the judgment of the Commission to conform to
changes in accounting or disclosure principles or practices and legal requirements
followed by or applicable to the Commission or to reflect changes in the business,
structure, operations, legal form of the Commission or any mergers, consolidations,
acquisitions or dispositions made by or affecting the Commission; provided that any such
modifications shall comply with the requirements of the Rule.
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 2021 Series Bonds (excluding, with respect to item (5) below, the 2021 Series A
Bonds) and, in a timely manner not more than ten (10) Business Days after the event:
(1) principal and interest payment delinquencies;
(2) defeasances;
99429405.8 5
(3) tender offers;
(4) rating changes;
(5) adverse tax opinions or the issuance by the Internal Revenue
Service of proposed or final determinations of taxability or Notices
of Proposed Issue (IRS Form 5701-TEB);
(6) unscheduled draws on the debt service reserves reflecting financial
difficulties;
(7) unscheduled draws on credit enhancements reflecting financial
difficulties;
(8) substitution of credit or liquidity providers or their failure to
perform; or
(9) bankruptcy, insolvency, receivership or similar proceedings.
(10) default, event of acceleration, termination event, modification of
terms, or other similar event under the terms of a Financial
Obligation of the Commission, any of which reflect financial
difffculties.
For these purposes, any event described in the immediately preceding paragraph (9) is
considered to occur when any of the following occur: the appointment of a receiver, fiscal agent,
or similar officer for the Commission in a proceeding under the United States Bankruptcy Code
or in any other proceeding under state or federal law in which a court or governmental authority
has assumed jurisdiction over substantially all of the assets or business of the Commission, or if
such jurisdiction has been assumed by leaving the existing governing body and officials or
officers in possession but subject to the supervision and orders of a court or governmental
authority, or the entry of an order confirming a plan of reorganization, arrangement, or
liquidation by a court or governmental authority having supervision or jurisdiction over
substantially all of the assets or business of the Commission.
(b) Pursuant to 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 2021 Series Bonds, if material, in a timely manner not later than ten (10) Business
Days after the occurrence of the event:
(1) unless described in Section 5(a)(5), other material notices or
determinations by the Internal Revenue Service with respect to the
tax status of the 2021 Series Bonds or other material events
affecting the tax status of the 2021 Series Bonds (excluding, in
each case, the 2021 Series A Senior Bonds);
(2)
(3)
99429405.8
modifications to the rights of Holders;
optional, unscheduled or contingent Bond calls;
6
(4) release, substitution or sale of property securing repayment of the
Bonds;
(5) non-payment related defaults;
(6) consummation of a merger, consolidation or acquisition involving
the Commission or the sale of all or substantially all of the assets
of the obligated persons, other than in the ordinary course of
business, the entry into a definitive agreement to undertake such an
action or the termination of a definitive agreement relating to any
such actions, other than pursuant to its terms; or
(7)
(8)
appointment of a successor or additional trustee or the change of
the name of a trustee; or
incurrence of a Financial Obligation of the Commission, or
agreement to covenants, events of default, remedies, priority rights,
or other similar terms of a Financial Obligation of the
Commission, any of which affect security holders.
(c) Upon the occurrence of a Listed Event described in Section 5(a), or
upon the occurrence of a Listed Event described in Section 5(b) which the Commission
determines would be material under applicable federal securities laws, the Commission
shall within ten business days of occurrence file a notice of such occurrence with the
MSRB. Notwithstanding the foregoing, notice of the Listed Event described in Section
5(b)(3) need not be given under this subsection any earlier than the notice (if any) of the
underlying event is given to Holders of affected Bonds pursuant to the Indenture. If the
Commission determines that knowledge of the occurrence of a Listed Event described in
subsection (b) of this Section 5 would be material under applicable federal securities law,
the Commission shall promptly notify the Dissemination Agent in writing and instruct the
Dissemination Agent to report the occurrence to the MSRB in a timely manner not more
than ten (10) Business Days after the event.
(d) The Commission intends to comply with the Listed Events described in
Section 5(a)(10) and Section 5(b)(8), and the definition of "Financial Obligation" in
Section 1, with reference to the Rule, any other applicable federal securities laws and the
guidance provided by the SEC in Release No. 34-83885 dated August 20, 2018 (the
"2018 Release"), and any further amendments or written guidance provided by the SEC
or its staff with respect to the amendments to the Rule effected by the 2018 Release.
(e) 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 MSRB.
Section 6. Filings with the MSRB. All information, operating data, financial
statements, notices and other documents provided to the MSRB in accordance with this
Disclosure Agreement shall be provided in an electronic format prescribed by the MSRB and
shall be accompanied by identifying information as prescribed by the MSRB.
99429405.8 7
Section 7. Termination of Reporting Obligation. The Commission's obligations
under this Disclosure Agreement shall terminate upon the legal defeasance or payment in full of
all of the 2021 Series Bonds. If such termination occurs prior to the final maturity of the 2021
Series Bonds, the Commission shall give notice of such termination in the same manner as for a
Listed Event under Section 5.
Section 8. Dissemination Agent. The Commission may, from time to time, appoint
or engage another Dissemination Agent to assist it in carrying out its obligations under this
Disclosure Agreement, and may discharge any such Dissemination Agent, with or without
appointing a successor Dissemination Agent. If at any time there is not any other designated
Dissemination Agent, the Trustee shall be the Dissemination Agent; provided, it shall receive
written notice of such designation at the time of such designation.
Section 9. Amendment; Waiver. Notwithstanding any other provision of this
Disclosure Agreement, the Commission may amend this Disclosure Agreement, provided no
amendment increasing or affecting the obligations or duties of the Dissemination Agent shall be
made without the consent of such party, and any provision of this Disclosure Agreement may be
waived if such amendment or waiver is supported by an opinion of counsel expert in federal
securities laws acceptable to the Commission to the effect that such amendment or waiver would
not, in and of itself, cause the undertakings herein to violate the Rule if such amendment or
waiver had been effective on the date hereof but taking into account any subsequent change in or
official interpretation of the Rule.
Section 10. 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 or notice of occurrence of a Listed Event, in addition to that
which is required by this Disclosure Agreement.
Section 11. Default. In the event of a failure of the Commission or the Dissemination
Agent to comply with any provision of this Disclosure Agreement, the Trustee shall, at the
written request of any Participating Underwriter or of the holders of at least twenty-five percent
(25%) of the aggregate Bond Obligation of the 2021 Series Bonds then Outstanding (but only to
the extent funds in an amount satisfactory to the Trustee have been provided to it or it has been
otherwise indemnified to its satisfaction from any cost, liability, expense or additional charges
and fees of the Trustee whatsoever, including, without limitation, reasonable fees and expenses
of its attorneys), or any Holder or beneficial owner of the 2021 Series 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 the 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.
99429405.8 8
Section 12. Duties, Immunities and Liabilities of Dissemination Agent. The
Dissemination Agent shall not be responsible for the form or content of any Report as provided
in Section 4 above, or any notice of Listed Event. The Dissemination Agent shall receive
reasonable compensation for its services provided under this Disclosure Agreement. 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 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 2021 Series Bonds.
Section 13. Notices. Any notices or communications to or among any of the parties to
the Disclosure Agreement or the Trustee may be given as follows:
To the Commission: Riverside County Transportation Mail:
Commission
4080 Lemon Street, 3rd Floor P.O. Box 12008
Riverside, California 92501 Riverside, California 92502
Tel: (951) 787-7141
Fax: (951) 787-7920
To the Dissemination Agent: Digital Assurance Certification, L.L.C.
390 North Orange Avenue, Suite 1750
Orlando, Florida 32801
Tel: (407) 515-1100
Fax: (407) 515-6513
To the Trustee: U.S. Bank National Association
633 West 5th Street, 24th Floor
Los Angeles, California 90071
Tel: (213) 615-6023
Fax: (213) 615-6197
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.
Any notice or communication may also be sent by electronic mail, receipt of which shall be
confirmed.
Section 14. 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 2021 Series Bonds, and shall create no rights in any
other person or entity.
99429405.8 9
Section 15. 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.
99429405.8
10
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Theresia Trevino
Chief Financial Officer
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent
By:
Authorized Representative
99429405.8
11
EXHIBIT A
NOTICE TO REPOSITORIES OF FAILURE TO FILE ANNUAL REPORT
Name of Issuer: Riverside County Transportation Commission (the "Commission")
Name of Issue: $ Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable);
$ Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds, 2021 Series B; and
$ Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bonds, 2021 Series C
(collectively, the "2021 Series Bonds")
Date of Issuance: October , 2021
NOTICE IS HEREBY GIVEN that the Commission has not provided [an/a] [Annual
Report] [Annual Toll Road Report] [Annual Operating Budget] [Traffic and Operating Report]
[Traffic and Revenue Report] with respect to the above -captioned 2021 Series Bonds as required
by this Continuing Disclosure Agreement, dated as of October 1, 2021, between the Commission
and the Dissemination Agent. The Commission anticipates that the Annual Report will be filed
by
Dated: , 20
DIGITAL ASSURANCE CERTIFICATION, L.L.C.,
as Dissemination Agent, on behalf of the Commission
cc: Riverside County Transportation Commission
99429405.8
A-1
ATTACHMENT 4
OH&S Draft
09/02/21
THIRD SUPPLEMENTAL INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of [ ] 1, 2021
Relating to the
Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable) and 2021 Series B
(Supplementing the Master Indenture
Dated as of June 1, 2013)
4156-9429-0465.15
ARTICLE XXIV
DEFINITIONS
Section 24.01 Definitions
2
Section 24.02 Rules of Construction 4
ARTICLE XXV
FINDINGS, DETERMINATIONS AND DIRECTIONS
Findings and Determinations 4
Recital in Bonds 4
Effect of Findings and Recital 5
ARTICLE XXVI
AUTHORIZATION OF 2021 SENIOR BONDS
Principal Amount, Designation and Series 5
Purpose 5
Form, Denomination, Numbers and Letters 5
Date, Maturities and Interest Rates 6
Conditions to Delivery of 2021 Senior Bonds 7
Disposition of Proceeds of 2021 Senior Bonds 7
ARTICLE XXVII
REDEMPTION OF 2021 SENIOR BONDS
Optional Redemption of 2021 Series A Senior Bonds 8
Optional Redemption of 2021 Series B Senior Bonds 9
Fund Installments 9
Mandatory Redemption of 2021 Series B Senior Bonds From Sinking
Fund Installments 10
Selection of 2021 Series A Senior Bonds for Redemption 10
Selection of 2021 Series B Senior Bonds for Redemption 11
Purchase in Lieu of Redemption 11
ARTICLE XXVIII
ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Section 25.01
Section 25.02
Section 25.03
Section 26.01
Section 26.02
Section 26.03
Section 26.04
Section 26.05
Section 26.06
Section 27.01
Section 27.02
Section 27.03
Section 27.04
Section 27.05
Section 27.06
Section 27.07
Section 28.01
Section 28.02
Section 28.03
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Mandatory Redemption of 2021 Series A Senior Bonds From Sinking
Funds and Accounts 12
2021 Senior Bonds Costs of Issuance Account 12
Designation of 2021 Series A Senior Bonds as 2013 Bonds Reserve
Account Obligations; 2013 Bonds Reserve Requirement 12
-i-
Section 28.04
Section 28.05
Section 28.06
Section 29.01
Section 29.02
Section 29.03
Section 29.04
Section 29.05
Section 29.06
Section 29.07
Section 29.08
Section 29.09 Execution in Counterparts
ARTICLE XXX
AMENDMENTS TO INDENTURE
2021 Series B Senior Bonds Reserve Account 13
2021 Series A Senior Bonds Capitalized Interest Account 13
2021 Series A Senior Bonds Purchase Fund 13
ARTICLE XXIX
MISCELLANEOUS
Severability 14
Parties Interested Herein 14
Headings Not Binding 14
Notice Addresses 14
Notices to Rating Agencies 14
Indenture to Remain in Effect 14
Effective Date of Third Supplemental Indenture 14
Electronic Signature 15
15
Section 30.01 Amendments to Indenture 15
EXHIBIT A FORM OF 2021 SENIOR LIEN SERIES [A][B] BOND A-1
EXHIBIT B NOTICE ADDRESSES B-1
EXHIBIT C PURCHASED 2013 BONDS & WIRE INSTRUCTIONS C-1
SCHEDULE I 2013A REFUNDED BONDS & 2013-1 TIFIA SERIES REFUNDED
BONDS I-1
4156-9429-0465.15
THIS THIRD SUPPLEMENTAL INDENTURE, dated as of [ ] 1, 2021
(this "Third Supplemental Indenture"), between the RIVERSIDE COUNTY
TRANSPORTATION COMMISSION, a public entity duly existing under the laws of the State
of California (the "Commission") and U.S. BANK NATIONAL ASSOCIATION, a national
banking association duly organized and existing under the laws of the United States of America,
as successor trustee (together with any successor thereto, the "Trustee").
WITNESSETH:
WHEREAS, this Third Supplemental Indenture is supplemental to the Master
Indenture, dated as of June 1, 2013 (as supplemented and amended from time to time pursuant to
its terms, the "Indenture"), between the Commission and the Trustee;
WHEREAS, the Indenture provides that the Commission may issue Senior Lien
Bonds from time to time as authorized by a Supplemental Indenture, which Senior Lien Bonds
are to be secured by the Trust Estate in accordance with the Indenture;
WHEREAS, the Commission desires to provide at this time for the issuance of
Senior Lien Bonds secured by the Trust Estate, such Bonds to be designated "Riverside County
Transportation Commission Toll Revenue Senior Lien Refunding Bonds, 2021 Series A
(Federally Taxable)" (the "2021 Series A Senior Bonds") and "Riverside County Transportation
Commission Toll Revenue Senior Lien Refunding Bonds, 2021 Series B" (the "2021 Series B
Senior Bonds" and, together with the 2021 Series A Senior Bonds, the "2021 Senior Bonds"),"
for the purposes of (i) refunding [or purchasing, including in connection with a tender offer or
bond exchange,] all of the Commission's outstanding Toll Revenue Senior Lien Bonds, 2013
Series A (the "2013A Refunded Bonds"), (ii) refunding a portion of the Commission's
outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series (the "2013-1 TIFIA Series
Refunded Bonds") by prepaying the 2013 TIFIA Loan Agreement in part (which, together with
the proceeds of the 2021 Series C Second Lien Bonds, will prepay the 2013 TIFIA Loan
Agreement in full), (iii) funding the required cash deposits to the 2013 Bonds Reserve Account
and the 2021 Series B Senior Bonds Reserve Account, (iv) funding capitalized interest on the
2021 Series A Senior Bonds, and (v) paying the costs of issuance incurred in connection with the
2021 Senior Bonds, all as provided in this Third Supplemental Indenture;
WHEREAS, the Commission desires to issue the 2021 Series A Senior Bonds as
Bonds the interest on which is included in gross income for federal tax purposes; and
WHEREAS, by their purchase of the 2021 Series Bonds, Holders of the 2021
Series Bonds have consented to the amendments contained in this Third Supplemental Indenture
as described in the official statement for the 2021 Series Bonds, and the Commission has
prepared and filed a Certificate of the Commission (as defined in the Indenture), stating that
Holders of a majority in aggregate Bond obligation of the Obligations Outstanding as of the
issuance of the 2021 Series Bonds have consented to such amendments;
NOW, THEREFORE, the parties hereto hereby agree as follows:
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ARTICLE XXIV
DEFINITIONS
Section 24.01 Definitions.
(a) Definitions. Unless the context otherwise requires, or as otherwise
provided in subsection (b) of this Section, all terms defined in the Indenture shall have the same
meanings, respectively, in this Third Supplemental Indenture.
(b) Additional Definitions. Unless the context otherwise requires, the
following terms shall, for all purposes of this Third Supplemental Indenture, have the following
meanings:
"Authorized Denominations" means, with respect to the 2021 Senior Bonds,
$1,000 principal amount and any integral multiple thereof.
"Fourth Supplemental Indenture" means that certain Fourth Supplemental
Indenture, dated of even date herewith, by and between the Commission and the Trustee.
"Interest Payment Date" means, with respect to the 2021 Senior Bonds, June 1
and December 1 of each year until the redemption or maturity of such 2021 Senior Bonds,
commencing with June 1, 2022.
"Issue Date" means, with respect to the 2021 Senior Bonds, the date on which the
2021 Senior Bonds are first delivered to the purchasers thereof.
["Purchased 2013 Bonds" means the Commission's Toll Revenue Senior Lien
Bonds, 2013 Series A purchased in connection with a tender offer or exchange as further
described in Exhibit C.]
"Record Date" means, with respect to the 2021 Senior Bonds, the fifteenth (15th)
day (whether or not a Business Day) of the month preceding the month in which such Interest
Payment Date occurs.
"Refunding Bond Law" means Article 10 and Article 11 of Chapter 3 of Part 1
of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.).
"Third Supplemental Indenture" means this Third Supplemental Indenture,
dated as of [ ] 1, 2021.
"2013A Refunded Bonds" means all of the outstanding Riverside County
Transportation Commission Toll Revenue Senior Lien Bonds, 2013 Series A identified on
Schedule I hereto.
"2013-1 TIFIA Series Refunded Bonds" means a portion of the outstanding
Riverside County Transportation Commission Toll Revenue Subordinate Bonds, 2013 TIFIA
Series identified on Schedule I hereto.
4156-9429-0465.15
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"2013A Refunded Bonds Escrow Agent" means U.S. Bank National
Association, a national banking association duly organized and existing under the laws of the
United States of America, as trustee and as escrow agent, and its successors and assigns pursuant
to the terms of the 2013A Refunded Bonds Escrow Agreement.
"2013A Refunded Bonds Escrow Agreement" means the 2013A Refunded
Bonds Escrow Agreement, dated as of [ ] 1, 2021, between the Commission and the
2013A Refunded Bonds Escrow Agent, relating to the 2013A Refunded Bonds.
"2013A Refunded Bonds Escrow Fund" means the 2013A Refunded Bonds
Escrow Fund, which shall be an irrevocable fund, established under the 2013A Refunded Bonds
Escrow Agreement.
"2021 Senior Bonds" means, collectively, the 2021 Series A Senior Bonds and
the 2021 Series B Senior Bonds.
"2021 Senior Bonds Costs of Issuance Account" means the 2021 Senior Bonds
Costs of Issuance Account established within the Senior Lien Obligations Account within the
Project Fund pursuant to Section 28.01.
"2021 Series Bonds" means, collectively, the 2021 Senior Bonds and the 2021
Series C Second Lien Bonds.
"2021 Series Bonds Continuing Disclosure Agreement" means the Continuing
Disclosure Agreement, dated as of [ ] 1, 2021, by and between the Commission and
Digital Assurance Certification, L.L.C., as dissemination agent, relating to the 2021 Series
Bonds.
"2021 Series A Senior Bonds" means the Riverside County Transportation
Commission Toll Revenue Senior Lien Refunding Bonds, 2021 Series A (Federally Taxable),
authorized by Article XXVI of this Indenture.
"2021 Series A Senior Bonds Capitalized Interest Account" means the 2021
Series A Senior Bonds Capitalized Interest Account established within the Senior Lien
Obligations Interest Account within the Senior Lien Obligations Fund pursuant to Section 28.01.
["2021 Series A Senior Bonds Purchase Fund" means the 2021 Series A Senior
Bonds Purchase Fund established pursuant to Section 28.01.]
"2021 Series B Senior Bonds" means the Riverside County Transportation
Commission Toll Revenue Senior Lien Refunding Bonds, 2021 Series B, authorized by
Article XXVI of this Indenture.
"2021 Series B Senior Bonds Reserve Account" means the 2021 Series B Senior
Bonds Reserve Account established within the Senior Lien Obligations Reserve Fund pursuant to
Section 28.01.
4156-9429-0465.15
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"2021 Series B Senior Bonds Reserve Account Obligations" means the 2021
Series B Senior Bonds and any Senior Lien Obligations that are in the future designated as 2021
Series B Senior Bonds Reserve Account Obligations in the Supplemental Indenture providing for
their issuance.
"2021 Series B Senior Bonds Reserve Requirement" means, with respect to the
2021 Series B Senior Bonds Reserve Account Obligations, an amount, calculated as of the most
recent Issue Date of 2021 Series B Senior Bonds Reserve Account Obligations, equal to the least
of (i) Maximum Annual Debt Service on the Outstanding 2021 Series B Senior Bonds Reserve
Account Obligations, (ii) one hundred twenty-five percent (125%) of average Annual Debt
Service on the 2021 Series B Senior Bonds Reserve Account Obligations, or (iii) ten percent
(10%) of the original principal amount of the 2021 Series B Senior Bonds Reserve Account
Obligations.
"2021 Series B Senior Bonds Tax Certificate" shall mean that certain Tax
Certificate executed on behalf of the Commission in connection with the issuance of the 2021
Series B Senior Bonds and relating to the requirements of the Code.
"2021 Series C Second Lien Bonds" means the Riverside County Transportation
Commission Toll Revenue Second Lien Refunding Bonds, 2021 Series C, authorized by
Article XXXIII of this Indenture as set forth in the Fourth Supplemental Indenture.
Section 24.02 Rules of Construction. Words of the masculine gender shall
be deemed and construed to include correlative words of the feminine and neuter genders.
Unless the context shall otherwise indicate, words importing the singular number shall include
the plural number and vice versa, and words importing persons shall include corporations and
associations, including public bodies, as well as natural persons. Defined terms shall include any
variant of the terms set forth in this Article XXIV.
The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar
terms, as used in this Third Supplemental Indenture, refer to the Indenture.
ARTICLE XXV
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 25.01 Findings and Determinations. The Commission hereby finds
and determines that the 2021 Senior Bonds shall be issued pursuant to Article XXVI hereof and
upon the issuance of the 2021 Senior Bonds, any and all acts, conditions and things required to
exist, to happen and to be performed, precedent to and in the issuance thereof, will exist, will
have happened and will have been performed, in due time, form and manner, as required by the
Constitution and statutes of the State.
Section 25.02 Recital in Bonds. There shall be included in each of the
definitive 2021 Senior Bonds, and also in each of the temporary 2021 Senior Bonds, if any are
issued, a certification and recital 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
that 2021 Senior Bond, and in the issuing of that 2021 Senior Bond, exist, have happened and
4156-9429-0465.15
-4-
have been performed in due time, form and manner, as required by the Constitution and statutes
of the State, the Act and the Refunding Bond Law, and that said 2021 Senior Bond, together with
all other indebtedness of the Commission secured by the Trust Estate, is within every debt and
other limit prescribed by the Constitution and statutes of the State, the Act and the Refunding
Bond Law, and that such certification and recital shall be in such form as is set forth in the forms
of the 2021 Senior Bonds attached hereto as Exhibit A.
Section 25.03 Effect of Findings and Recital. From and after the issuance of
the 2021 Senior Bonds, the findings and determinations herein shall be conclusive evidence of
the existence of the facts so found and determined in any action or proceeding in any court in
which the validity of the 2021 Senior Bonds is at issue, and no bona fide purchaser of any such
2021 Senior Bond containing the certification and recital shall be required to see to the existence
of any fact, or to the performance of any condition, or to the taking of any proceeding, required
prior to such issuance, or to the application of the purchase price for such 2021 Senior Bonds.
ARTICLE XXVI
AUTHORIZATION OF 2021 SENIOR BONDS
Section 26.01 Principal Amount, Designation and Series. Pursuant to the
provisions of this Indenture, the Act and the Refunding Bond Law, a Series of Senior Lien Bonds
entitled to the benefit, protection and security of such provisions, including without limitation the
grant of the Trust Estate in the Indenture, is hereby authorized in the aggregate initial principal
amount of $[ ]. Such Senior Lien Bonds shall be issued as fixed rate Current
Interest Obligations and shall be designated as, and shall be distinguished from the Senior Lien
Bonds of all other Series by the title, "Riverside County Transportation Commission Toll
Revenue Senior Lien Refunding Bonds, 2021 Series A (Federally Taxable)." Pursuant to the
provisions of this Indenture, the Act and the Refunding Bond Law, a Series of Senior Lien Bonds
entitled to the benefit, protection and security of such provisions, including without limitation the
grant of the Trust Estate in the Indenture, is hereby authorized in the aggregate principal amount
of $[ ]. Such Senior Lien Bonds shall be issued as fixed rate Current Interest
Obligations and shall be designated as, and shall be distinguished from the Senior Lien Bonds of
all other Series by the title, "Riverside County Transportation Commission Toll Revenue Senior
Lien Refunding Bonds, 2021 Series B."
Section 26.02 Purpose. The 2021 Senior Bonds are issued for the purposes
of (i) refunding the 2013A Refunded Bonds, (ii) refunding the 2013-1 TIFIA Series Refunded
Bonds by prepaying the 2013 TIFIA Loan Agreement in part (which together with the proceeds
of the 2021 Series C Second Lien Bonds will prepay the 2013 TIFIA Loan Agreement in full),
(iii) funding the required cash deposits to the 2013 Bonds Reserve Account and the 2021 Series
B Senior Bonds Reserve Account, (iv) funding capitalized interest on the 2021 Series A Senior
Bonds, and (v) paying the costs of issuance incurred in connection with the 2021 Senior Bonds.
Section 26.03 Form., Denomination, Numbers and Letters. The 2021
Senior Bonds shall be issued as Book -Entry Bonds in fully registered form in Authorized
Denominations and shall be numbered by Series from one upward in consecutive numerical
order preceded by the letter "R" prefixed to the number. The 2021 Series A Senior Bonds and
4156-9429-0465.15
-5-
the certificate of authentication shall be substantially in the form attached hereto as Exhibit A,
which form is hereby approved and adopted as the form of the 2021 Series A Senior Bonds and
as the form of the certificate of authentication. The 2021 Series B Senior Bonds and the
certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which
form is hereby approved and adopted as the form of the 2021 Series B Senior Bonds and as the
form of the certificate of authentication.
Section 26.04 Date, Maturities and Interest Rates.
(a) The 2021 Series A Senior Bonds shall be issued as fixed rate Current
Interest Obligations in the aggregate principal amount of $[ ]. The 2021 Series A
Senior Bonds shall be dated their Issue Date, shall bear interest from that date, payable on June
1, 2022, and semiannually thereafter on June 1 and December 1 of each year, at the following
rates per annum, computed on the basis of a 360 -day year comprised of twelve 30 -day months,
and shall mature on June 1 in the following years and in the following amounts:
Maturity Date
(June 1)
*Term Bond Final Maturity
Principal Amount Interest Rate
(b) Interest on the 2021 Series A Senior Bond shall be payable to the Owner
thereof from the latest of: (i) its Issue Date; (ii) the most recent Interest Payment Date to which
interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such
Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the
Interest Payment Date immediately succeeding such date of authentication.
(c) As long as the 2021 Series A Senior Bonds are Book -Entry Bonds,
principal of and premium, if any, and interest on the 2021 Series A Senior Bonds shall be
payable by wire transfer to the Securities Depository in lawful money of the United States of
America.
(d) If the 2021 Series A Senior Bonds cease to be Book -Entry Bonds,
principal of and premium, if any, on the 2021 Series A Senior Bonds shall be payable when due
upon presentation and surrender thereof at the Principal Office of the Trustee and interest shall
be payable by first class mail on each interest payment date to the Owners thereof as of the close
of business on the Record Date; provided, however, that Owners of $1,000,000 or more in
aggregate principal amount of 2021 Series A Senior Bonds may, at any time prior to a Record
Date, give the Trustee written instructions for payment of such interest on each succeeding
interest payment date by wire transfer.
(e) The 2021 Series B Senior Bonds shall be issued as Current Interest
Obligations in the aggregate principal amount of $[ ]. The 2021 Series B Senior
Bonds shall be dated their Issue Date, shall bear interest from that date, payable on June 1, 2022,
4156-9429-0465.15
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and semiannually thereafter on June 1 and December 1 of each year, at the following rates per
annum, computed on the basis of a 360 -day year comprised of twelve 30 -day months, and shall
mature on June 1 in the following years and in the following amounts:
Maturity Date
(June 1)
*Term Bond Final Maturity
Principal Amount Interest Rate
(f) Interest on the 2021 Series B Senior Bond shall be payable to the Owner
thereof from the latest of: (i) its Issue Date; (ii) the most recent Interest Payment Date to which
interest has been paid thereon or duly provided for, or (iii) if the date of authentication of such
Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date, the
Interest Payment Date immediately succeeding such date of authentication.
(g) As long as the 2021 Series B Senior Bonds are Book -Entry Bonds,
principal of and premium, if any, and interest on the 2021 Series B Senior Bonds shall be
payable by wire transfer to the Securities Depository in lawful money of the United States of
America.
(h) If the 2021 Series B Senior Bonds cease to be Book -Entry Bonds,
principal of and premium, if any, on the 2021 Series B Senior Bonds shall be payable when due
upon presentation and surrender thereof at the Principal Office of the Trustee and interest shall
be payable by first class mail on each interest payment date to the Owners thereof as of the close
of business on the Record Date; provided, however, that Owners of $1,000,000 or more in
aggregate principal amount of 2021 Series B Senior Bonds may, at any time prior to a Record
Date, give the Trustee written instructions for payment of such interest on each succeeding
interest payment date by wire transfer.
Section 26.05 Conditions to Delivery of 2021 Senior Bonds. Each of the
2021 Senior Bonds shall be executed and delivered as authorized by this Third Supplemental
Indenture and the Indenture, including Article II thereof, upon the receipt of payment therefor
from the purchaser thereof.
Section 26.06 Disposition of Proceeds of 2021 Senior Bonds. The net
proceeds from the sale of the 2021 Senior Bonds in the amount of $[ ] shall be received by
the Trustee and deposited or transferred by the Trustee as follows:
(a) $[ ] deposited into the 2021 Senior Bonds Costs of Issuance
Account;
(b) $[ ] deposited into the 2021 Series A Senior Bonds Capitalized
Interest Account;
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(c) $[ ] deposited into the 2013 Bonds Reserve Account, being the
additional amount needed to satisfy the 2013 Bonds Reserve Requirement at the time of issuance
of the 2021 Series A Senior Bonds, which are designed as 2013 Bonds Reserve Account
Obligations as set forth in Section 28.03;
(d) $[ ] deposited into the 2021 Series B Senior Bonds Reserve
Account, representing the 2021 Series B Senior Bonds Reserve Requirement at the time of
issuance of the 2021 Series B Senior Bonds;
(e) [ ] deposited into the 2021 Series A Senior Bonds Purchase Fund
to be used for paying the purchase price of the Purchased 2013 Bonds, and on the Issue Date,
upon deposit into the 2021 Series A Senior Bonds Purchase Fund, the Trustee shall wire such
amount to DTC to purchase the Purchased 2013 Bonds in accordance with Section 28.06 hereof;
(f) $[ ] shall be immediately transferred to the 2013A Refunded
Bonds Escrow Agent for deposit into the 2013A Refunded Bonds Escrow Fund pursuant to the
2013A Refunded Bonds Escrow Agreement; and
(g) $[ ] shall be immediately transferred to the TIFIA Lender for
prepayment of the 2013 TIFIA Loan Agreement in part. Such amount, together with a portion of
the proceeds from the 2021 Series C Second Lien Bonds and certain funds on deposit in the
Subordinate Obligations Reserve Account (2013 TIFIA Loan), as set forth in Section 33.06(c)
and Section 33.07 of the Fourth Supplemental Indenture, will be applied to optionally prepay the
2013 TIFIA Loan Agreement in full.
ARTICLE XXVII
REDEMPTION OF 2021 SENIOR BONDS
Section 27.01 Optional Redemption of 2021 Series A Senior Bonds.
(a) The 2021 Series A Senior Bonds 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 on or after June 1, 20[_] at the principal amount of
2021 Series A Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
The Commission shall give the Trustee written notice at least twenty (20) days (or
such lesser time period acceptable to the Trustee) before any date fixed for the redemption of the
2021 Series A Senior Bonds to be redeemed pursuant to this subsection (a), designating the
maturity or maturities of the 2021 Series A Senior Bonds to be redeemed, the portions thereof to
be redeemed and the fact and date of such redemption.
(b) Any optional redemption of 2021 Series A Senior Bonds and notice
thereof shall be rescinded and cancelled pursuant to the provisions of Section 4.03 if for any
reason on the date fixed for redemption moneys are not available in the Redemption Fund or
otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the
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principal of, interest, and any premium due on the 2021 Series A Senior Bonds called for
redemption.
Section 27.02 Optional Redemption of 2021 Series B Senior Bonds.
(a) The 2021 Series B Senior Bonds 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 on or after June 1, 20[_] at the principal amount of
2021 Series B Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
The Commission shall give the Trustee written notice at least twenty (20) days (or
such lesser time period acceptable to the Trustee) before any date fixed for the redemption of the
2021 Series B Senior Bonds to be redeemed pursuant to this subsection (a), designating the
maturity or maturities of the 2021 Series B Senior Bonds to be redeemed, the portions thereof to
be redeemed and the fact and date of such redemption.
(b) Any optional redemption of 2021 Series B Senior Bonds and notice
thereof shall be rescinded and cancelled pursuant to the provisions of Section 4.03 if for any
reason on the date fixed for redemption moneys are not available in the Redemption Fund or
otherwise held in trust for such purpose in an amount sufficient to pay in full on said date the
principal of, interest, and any premium due on the 2021 Series B Senior Bonds called for
redemption.
Section 27.03 Mandatory Redemption of 2021 Series A Senior Bonds
From Sinking Fund Installments.
(a) The 2021 Series A Senior Bonds maturing on June 1, 20[_] shall also be
subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking
Fund Installments on each June 1 a Sinking Fund Installment is due as specified in
Section 27.03(b), in the principal amount equal to the Sinking Fund Installment due on such date
and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid
interest to the redemption date, without premium.
(b) The Sinking Fund Installments for the 2021 Series A Term Bond maturing
on June 1, 20[ ] shall be due in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
`Final Maturity
On or before the date such Sinking Fund Installments are due, the Trustee shall deposit such
amounts to the Principal Account and amounts so transferred shall be applied as provided in
Section 5.02 and this Section 27.03.
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Section 27.04 Mandatory Redemption of 2021 Series B Senior Bonds
From Sinking Fund Installments.
(a) The 2021 Series B Senior Bonds maturing on June 1, 20[ ] shall also be
subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking
Fund Installments on each June 1 a Sinking Fund Installment is due as specified in
Section 27.04(b), in the principal amount equal to the Sinking Fund Installment due on such date
and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid
interest to the redemption date, without premium.
(b) The Sinking Fund Installments for the 2021 Series B Term Bond maturing
on June 1, 20[ ] shall be due in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
*Final Maturity
On or before the date such Sinking Fund Installments are due, the Trustee shall deposit such
amounts to the Principal Account and amounts so transferred shall be applied as provided in
Section 5.02 and this Section 27.04.
Section 27.05 Selection of 2021 Series A Senior Bonds for Redemption.
The Commission shall designate which maturities of 2021 Series A Senior Bonds are to be called
for redemption pursuant to Section 27.01. In the event 2021 Series A Senior Bonds which are
Term Bonds are designated for redemption, the Commission may designate the Sinking Fund
Installments under Section 27.03, or portions thereof, that are to be reduced as allocated to such
redemption. The Trustee shall promptly notify the Commission in writing of the 2021 Series A
Senior Bonds so selected for redemption.
If the 2021 Series A Senior Bonds are not registered in book -entry only form, any
redemption of less than all of a maturity of the 2021 Series A Senior Bonds shall be effected by
the Trustee among owners on a pro -rata basis subject to minimum Authorized Denominations.
The particular 2021 Series A Senior Bonds to be redeemed shall be determined by the Trustee,
using such method as it shall deem fair and appropriate.
If the 2021 Series A Senior Bonds are registered in book -entry only form, and so long as
DTC or a successor Securities Depository is the sole registered owner of the 2021 Series A
Senior Bonds, if less than all of the 2021 Series A Senior Bonds of a maturity are called for prior
redemption, the particular 2021 Series A Senior Bonds or portions thereof to be redeemed shall
be selected on a "Pro Rata Pass -Through Distribution of Principal" basis in accordance with
DTC procedures, provided that, so long as the 2021 Series A Senior Bonds are held in book -
entry form, the selection for redemption of such 2021 Series A Senior Bonds shall be made in
accordance with the operational arrangements of DTC then in effect that at issuance provided for
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adjustment of the principal by a factor provided pursuant to DTC operational arrangements. If
the Trustee does not provide the necessary information and identify the redemption as on a Pro
Rata Pass -Through Distribution of Principal basis, the 2021 Series A Senior Bonds shall be
selected for redemption by lot in accordance with DTC procedures. Redemption allocations
made by DTC, the DTC Participants or such other intermediaries that may exist between the
Commission and the Beneficial Owners are to be made on a "Pro Rata Pass -Through
Distribution of Principal" basis as described above. If the DTC operational arrangements do not
allow for the redemption of the 2021 Series A Senior Bonds on a "Pro Rata Pass -Through
Distribution of Principal" basis as described above, then the 2021 Series A Senior Bonds shall be
selected for redemption by lot in accordance with DTC procedures.
Section 27.06 Selection of 2021 Series B Senior Bonds for Redemption.
The Commission shall designate which maturities of 2021 Series B Senior Bonds are to be called
for redemption pursuant to Section 27.02. In the event 2021 Series B Senior Bonds which are
Term Bonds are designated for redemption, the Commission may designate the Sinking Fund
Installments under Section 27.04, or portions thereof, that are to be reduced as allocated to such
redemption. The Trustee shall promptly notify the Commission in writing of the 2021 Series B
Senior Bonds so selected for redemption.
If less than all of the 2021 Series B Senior Bonds of a maturity are called for prior
redemption, the Trustee shall select the 2021 Series B Senior Bonds of such maturity to be
redeemed, from the Outstanding 2021 Series B Senior Bonds of such maturity not previously
called for redemption, in minimum denominations of $5,000 (of principal), by lot in any manner
which the Trustee in its sole discretion shall deem appropriate.
Section 27.07 Purchase in Lieu of Redemption. In lieu of mandatory
redemption from Sinking Fund Installments, the Commission may surrender to the Trustee for
cancellation 2021 Senior Bonds that are Term Bonds purchased on the open market and such
2021 Senior Bonds that are Term Bonds shall be cancelled by the Trustee. If any 2021 Senior
Bonds that are Term Bonds are so cancelled, the Commission may designate the Sinking Fund
Installments or portions thereof that are to be reduced as allocated to such cancellation.
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ARTICLE XXVIII
ESTABLISHMENT OF FUNDS AND ACCOUNTS
AND APPLICATION THEREOF
Section 28.01 Funds and Accounts. To ensure the proper application of
such portion of proceeds from the sale of the 2021 Senior Bonds to be applied to pay Costs of
Issuance of the 2021 Senior Bonds, there is hereby established the 2021 Senior Bonds Costs of
Issuance Account, which shall be held by the Trustee. To ensure the proper application of such
portion of proceeds from the sale of the 2021 Series A Senior Bonds to be applied to pay
capitalized interest on the 2021 Series A Senior Bonds, there is hereby established the 2021
Series A Senior Bonds Capitalized Interest Account, which shall be held by the Trustee. To
ensure the proper application of such proceeds from the sale of the 2021 Series B Senior Bonds
to be applied to satisfy the 2021 Series B Senior Bonds Reserve Requirement, there is hereby
established the 2021 Series B Senior Bonds Reserve Account within the Senior Lien Obligations
Reserve Fund, such account to be held by the Trustee. To ensure the proper application of such
portion of proceeds from the sale of the 2021 Series A Senior Bonds to be applied to pay the
purchase price of the Purchased 2013 Bonds, there is hereby established the 2021 Series A
Senior Bonds Purchase Fund, which shall be held by the Trustee.
Section 28.02 2021 Senior Bonds Costs of Issuance Account. The proceeds
of the 2021 Senior Bonds set aside and placed in the 2021 Senior Bonds Costs of Issuance
Account shall remain therein until April 1, 2022 and expended for the purpose of paying the
Costs of Issuance of the 2021 Senior Bonds. Before any payment from the 2021 Senior Bonds
Costs of Issuance Account shall be made by the Trustee, the Commission shall file or cause to be
filed with the Trustee a requisition of the Commission (each a "Requisition"), such Requisition
to be signed by an Authorized Representative and to include: (i) the item number of such
payment; (ii) the name and address of, or name and wiring instructions for, 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 and are presently due and payable
and that each item thereof is a proper charge against the 2021 Senior Bonds Costs of Issuance
Account and has not been previously paid from said account. On April 1, 2022, any amounts
remaining in the 2021 Senior Bonds Costs of Issuance Account shall be transferred to the Toll
Revenue Fund and the 2021 Senior Bonds Costs of Issuance Account shall be closed.
Section 28.03 Designation of 2021 Series A Senior Bonds as 2013 Bonds
Reserve Account Obligations; 2013 Bonds Reserve Requirement. The 2021 Series A Senior
Bonds are Senior Lien Obligations issued to refinance all of the 2013 Series A Bonds and are
hereby designated as 2013 Bonds Reserve Account Obligations in accordance with the First
Supplemental Indenture. As of the Issue Date of the 2021 Series A Senior Bonds, the 2013
Bonds Reserve Requirement is $[ ], which shall be satisfied by $[ ] on
deposit in the 2013 Bonds Reserve Account, together with the additional deposit therein,
pursuant to Section 26.06(c), of $[ ] from proceeds of the 2021 Series A Senior Bonds.
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Section 28.04 2021 Series B Senior Bonds Reserve Account. The monies
set aside and placed in the 2021 Series B Senior Bonds Reserve Account on account of the 2021
Series B Senior Bonds Reserve Requirement shall be held solely for the benefit of the 2021
Series B Senior Bonds Reserve Account Obligations, and shall be used, withdrawn, and
replenished as provided herein and in Sections 5.03 and 5.08. If, on any date of valuation of
Permitted Investments credited to the 2021 Series B Senior Bonds Reserve Account pursuant to
Section 5.23, the amount on deposit in the 2021 Series B Senior Bonds Reserve Account exceeds
the 2021 Series B Senior Bonds Reserve Requirement as of such date, the Trustee shall transfer
such excess amount to the Toll Revenue Fund.
Section 28.05 2021 Series A Senior Bonds Capitalized Interest Account.
Moneys in the 2021 Series A Senior Bonds Capitalized Interest Account shall be transferred to
the Senior Lien Obligations Interest Account in the following amounts and on or before the
following Interest Payment Dates, and shall be used solely for the purpose of paying interest on
the 2021 Series A Senior Bonds Outstanding as the same shall become due and payable
(including accrued interest on any 2021 Series A Senior Bonds purchased or redeemed prior to
maturity):
Date Amount
On the Business Day after each Interest Payment Date, any interest earnings on the moneys in
the 2021 Series A Senior Bonds Capitalized Interest Account shall be transferred to the Senior
Lien Obligations Interest Account.
Section 28.06 2021 Series A Senior Bonds Purchase Fund. The Trustee
shall establish the 2021 Series A Senior Bonds Purchase Fund. On the Issue Date, the monies set
aside and placed within the 2021 Series A Senior Bonds Purchase Fund pursuant to Section
26.06 hereof shall be applied solely to payment of the purchase price of and accrued interest on
the Purchased 2013 Bonds, as set forth on Exhibit C hereto. In accordance with Section
26.06(e), the Trustee shall wire the purchase price of and accrued interest on the Purchased 2013
Bonds, set forth on Exhibit C, to DTC for credit to the Purchased 2013 Bonds, as set forth in
Exhibit C, through the Automated Tender Option Program ("ATOP"). The Commission directs
the Trustee to cancel such Purchased 2013 Bonds. At such time as the Purchased 2013 Bonds
have been purchased and cancelled, or at such time as no funds remain in the 2021 Series A
Senior Bonds Purchase Fund, the Trustee may close and terminate the 2021 Series A Senior
Bonds Purchase Fund.
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ARTICLE XXIX
MISCELLANEOUS
Section 29.01 Severability. If any covenant, agreement or provision, or any
portion thereof, contained in this Third Supplemental Indenture, or the application thereof to any
person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of
this Third Supplemental Indenture, and the application of any such covenant, agreement or
provision, or portion thereof, to other persons or circumstances, shall be deemed severable and
shall not be affected thereby, and this Third Supplemental Indenture shall remain valid.
Section 29.02 Parties Interested Herein. Nothing in this Third
Supplemental Indenture expressed or implied is intended or shall be construed to confer upon, or
to give to, any person or entity, other than the Commission, the Trustee, and the Owners of the
2021 Senior Bonds, any right, remedy or claim under or by reason of this Third Supplemental
Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations,
promises and agreements in this Third Supplemental Indenture contained by and on behalf of the
Commission shall be for the sole and exclusive benefit of the Commission, the Trustee, and the
Owners.
Section 29.03 Headings Not Binding. The headings in this Third
Supplemental Indenture are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Third Supplemental Indenture.
Section 29.04 Notice Addresses. Except as otherwise provided herein, it
shall be sufficient service or giving of notice, request, complaint, demand or other paper if the
same shall be duly mailed by registered or certified mail, postage prepaid, addressed to the
Notice Address for the appropriate party or parties as provided in Exhibit B hereto. Any such
entity by notice given hereunder may designate any different addresses to which subsequent
notices, certificates or other communications shall be sent, but no notice directed to any one such
entity shall be thereby required to be sent to more than two addresses.
Section 29.05 Notices to Rating Agencies. The Trustee shall provide notice
to the Rating Agencies of the following events with respect to the 2021 Senior Bonds:
(a) Change in Trustee;
(b) Amendments to the Indenture; and
(c) Redemption or defeasance of the 2021 Senior Bonds.
Section 29.06 Indenture to Remain in Effect. Save and except as amended
and supplemented by this Third Supplemental Indenture, the Master Indenture shall remain in
full force and effect.
Section 29.07 Effective Date of Third Supplemental Indenture. This
Third Supplemental Indenture shall take effect upon its execution and delivery.
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Section 29.08 Electronic Signature. Each of the parties hereto agrees that
the transaction consisting of this Third Supplemental Indenture may be conducted by electronic
means. Each party agrees, and acknowledges that it is such party's intent, that if such party signs
this Third Supplemental Indenture using an electronic signature, it is signing, adopting, and
accepting this Third Supplemental Indenture and that signing this Third Supplemental Indenture
using an electronic signature is the legal equivalent of having placed its handwritten signature on
this Third Supplemental Indenture on paper. Each party acknowledges that it is being provided
with an electronic or paper copy of this Third Supplemental Indenture in a usable format.
Section 29.09 Execution in Counterparts. This Third 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.
ARTICLE XXX
AMENDMENTS TO INDENTURE
Section 30.01 Amendments to Indenture. Pursuant to Section 9.02 and
Section 9.03 of the Indenture, Holders of at least a majority in aggregate Bond Obligation of the
Obligations Outstanding may consent to amendments of the Indenture for the purpose of
modifying, altering, amending, or supplementing any of its terms or provisions other than as
specified in Section 9.02. By their purchase of the 2021 Series Bonds, Holders of the 2021
Series Bonds have consented to the amendments contained in this Third Supplemental Indenture
as described in the official statement for the 2021 Series Bonds, and the Commission has
prepared and filed a Certificate of the Commission (as defined in the Indenture), stating that
Holders of a majority in aggregate Bond obligation of the Obligations Outstanding as of the
issuance of the 2021 Series Bonds have consented to the following amendments:
(a) Recitals two through five are hereby deleted from the Indenture.
(b) The definition of, and all references to, "Alternative Repair and
Rehabilitation Fund Required Deposit," "Capital Expenditures Fund Deposits Cap,"
"Commission Equity Account," "Financial Plan," "Ordinance," "Rating Confirmation," "Sales
Tax Act," "Sales Tax Eligible Project Costs," "Sales Tax Revenue Bond Indenture," "Sales Tax
Revenue Bonds," "Sales Tax Revenue Bonds Account," "Sales Tax Revenues," "2013 Sales Tax
Revenue Bonds" and "Written Engineer's Certificate" are hereby deleted from the Indenture.
(c) The following definitions in the Indenture are hereby amended and
restated as follows:
"Capital Expenditures Fund Permitted Expenditures" means any
capital expenditures authorized under the Act in such amount as shall be determined from
time to time by the Commission pursuant to a Written Request of the Commission.
"Long Stop Date" means, with respect to any Project, the Long Stop Date
for such Project, if any, set forth in a Supplemental Indenture providing for the issuance
of Obligations to finance such Project.
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"Repair and Rehabilitation Fund Current Fiscal Year Required
Balance" means an amount equal to the aggregate Repair and Rehabilitation Fund
Permitted Expenditures that the Commission projects will become due prior to the end of
the current Fiscal Year, less the amount of any federal, State or local grants that the
Commission has budgeted to pay for any portion of such Rehabilitation Fund Permitted
Expenditures in the current Fiscal Year and which the Commission reasonably expects to
receive during such Fiscal Year.
"Repair and Rehabilitation Fund Required Balance" means, for each
Monthly Funding Date, the sum of (a) one hundred percent (100%) of the Repair and
Rehabilitation Fund Permitted Expenditures that the Commission projects to become due
and payable in the Fiscal Year immediately succeeding the Fiscal Year in which such
Monthly Funding Date occurs, plus (b) sixty-six percent (66%) of the Repair and
Rehabilitation Fund Permitted Expenditures that the Commission projects to become due
and payable in the Fiscal Year that is two Fiscal Years immediately succeeding the Fiscal
year in which such Monthly Funding Date occurs, plus (c) thirty-three percent (33%) of
the Repair and Rehabilitation Fund Permitted Expenditures that the Commission projects
to become due and payable in the Fiscal Year that is three Fiscal Years immediately
succeeding the Fiscal Year in which such Monthly Funding Date occurs.
"Repair and Rehabilitation Fund Supplemental Balance" means, for
each Monthly Funding Date, the sum of (a) one hundred percent (100%) of the
Commission's forecasted shortfall, if any, in Net Revenues available to fund the Repair
and Rehabilitation Fund Required Balance in the Fiscal Year immediately succeeding the
Fiscal Year in which such Monthly Funding Date occurs, less any amounts that the
Commission reasonably expects to be available and budgeted from other sources of
funding for the purpose of paying the Repair and Rehabilitation Fund Permitted
Expenditures in such succeeding Fiscal Year, plus (b) sixty-six percent (66%) of the
Commission's forecasted shortfall, if any, in Net Revenues available to fund the Repair
and Rehabilitation Fund Required Balance in the Fiscal Year that is two Fiscal Years
immediately succeeding the Fiscal Year in which such Monthly Funding Date occurs,
less any amounts that the Commission reasonably expects to be available and budgeted
from other sources of funding for the purpose of paying the Repair and Rehabilitation
Fund Permitted Expenditures in such succeeding Fiscal Year, plus (c) thirty-three percent
(33%) of the Commission's forecasted shortfall, if any, in Net Revenues available to fund
the Repair and Rehabilitation Fund Required Balance in the Fiscal Year that is three
Fiscal Years immediately succeeding the Fiscal Year in which such Monthly Funding
Date occurs, less any amounts that the Commission reasonably expects to be available
and budgeted from other sources of funding for the purpose of paying the Repair and
Rehabilitation Fund Permitted Expenditures in such succeeding Fiscal Year.
"Residual Fund Scheduled Retained Balance" means, (i) $0 so long as
there are no Obligations in the form of or securing payment of a TIFIA Loan
Outstanding, or (ii) the balance set forth in the applicable TIFIA Loan Agreement so long
as there are Obligations in the form of or securing payment of a TIFIA Loan Outstanding.
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"Scheduled Repair and Rehabilitation Fund Required Deposit"
means, for each Monthly Funding Date, one -sixth (1/6) of the amount, if any, necessary
to make the funds on deposit in the Repair and Rehabilitation Fund, less the Repair and
Rehabilitation Fund Current Fiscal Year Required Balance, equal to the sum of (i) the
Repair and Rehabilitation Fund Required Balance for such Fiscal Year, plus (ii) the
Repair and Rehabilitation Fund Supplemental Balance for such Fiscal Year, if any.
"TIFIA Debt Service Payment Commencement Date" means the date
specified in any Supplemental Indenture as the TIFIA Debt Service Payment
Commencement Date for a TIFIA Loan.
"TIFIA Lender" means, if any TIFIA Loans are then outstanding, the
United States Department of Transportation, acting by and through the Federal Highway
Administrator, for the purpose of making one or more TIFIA Loans to the Commission.
"TIFIA Loan" means each loan made to the Commission by the TIFIA
Lender, if any, pursuant to a TIFIA Loan Agreement that is payable from, and secured
by, Revenue as provided in this Indenture and any Supplemental Indenture.
"TIFIA Loan Agreement" means each loan agreement, if any,
evidencing a TIFIA Loan, by and between the Commission and the TIFIA Lender, and,
in each case, any amendments or supplements thereto permitted hereby and thereby.
"TIFIA Loan Prepayment Commencement Date" means the date
specified in any Supplemental Indenture as the TIFIA Debt Service Payment
Commencement Date for a TIFIA Loan.
"Toll Road" means lanes of a street, road or highway upon which the
Commission has all right, power and authority pursuant to law to impose tolls, and upon
which tolls are imposed by the Commission using any of the following tolling strategies:
(a) general purpose or generally -applicable tolls, (b) tolls that may be levied and may
vary according to levels of congestion anticipated or experienced or according to the
occupancy of the vehicle, (c) any combination of (a) and (b), and (d) any other tolling
strategy the Commission may determine appropriate on a facility -by -facility basis; and
the related tolling facilities, as such tolled lanes and related facilities may from time to
time be expanded, improved, upgraded, enlarged, or enhanced, but only to the extent that:
(i) the Commission irrevocably designates in writing that such toll lanes and related
facilities, and any expansion, improvement, upgrade, enlargement or enhancement
constitutes a Toll Road generating Toll Revenues hereunder and (ii) that (x) the
additional Operation and Maintenance Expenses associated with any such expansion,
improvement, upgrade, enlargement or enhancement and (y) any additional Obligations
issued to finance the costs of any such expansion, improvement, upgrade, enlargement or
enhancement, shall not result in debt service coverage ratios for the Senior Lien
Obligations, Second Lien Obligations or Subordinate Obligations lower than those
described in Section 6.03(a) hereof. "Toll Road" shall not include any Special Project.
"Toll Road" initially means any such tolled lanes and facilities (including structures, on -
ramps, connector roads, bridges, and roadways that are on, necessary for, or related to the
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construction or operation of the Toll Road) on the portion of SR -91 between the Orange
County/Riverside County line and Interstate 15 that constitute a part of the Riverside SR -
91 Corridor Improvement Project, and the portion of the 15/91 Express Lanes Connector
project on the SR -91 that extends east of Interstate 15.
(d) Section 3.01(b)(2) is hereby amended as follows (additions in bold
underline, deletions in str-ilcethreugh):
(2) projected Net Revenue for each Fiscal Year over the term of the
proposed additional Senior Lien Obligations is expected to be sufficient to satisfy the
requirements of Section 6.03(a) of this Indenture in each Fiscal Year. In calculating
projected Net Revenue, the Traffic Consultant shall take into account amounts projected
to be received from any adopted change in toll increase or increases policy (provided
that no additional approvals need to be obtained and no additional requirements need to
be satisfied in order to implement any such increase or increases toll policy) and any
additional toll lanes and facilities to be designated as included within the definition of
Toll Road;
(e) Section 3.03(a) is hereby amended as follows (additions in bold
underline, deletions in itrikethrough):
(a) The Second Lien Obligations or Subordinate Obligations, as
applicable, are issued for purposes of refunding Outstanding Senior Lien Obligations,
Outstanding Second Lien Obligations or Outstanding Subordinate Obligations by
providing funds for the payment of any or all of the following:
(1) The Bond Obligation, redemption or purchase price
(including premium, if any) of the Outstanding Senior Lien Obligations,
Outstanding Second Lien Obligations or Outstanding Subordinate Obligations to
be refunded;
(2) All expenses incident to the calling, retiring or paying of
such Outstanding Senior Lien Obligations, Outstanding Second Lien
Obligations or Outstanding Subordinate Obligations, the Costs of Issuance of
such refunding Second Lien Obligations or Subordinate Obligations, and any
termination payments or other payments to the holders of obligations of the
Commission entered into pursuant to California Government Code Section 5922
(or any similar statute) related to such Outstanding Senior Lien Obligations,
Outstanding Second Lien Outstanding Obligations or Outstanding Subordinate
Obligations;
(3) Interest on all Outstanding Senior Lien Obligations,
Outstanding Second Lien Obligations or Outstanding Subordinate Obligations to
be refunded to the date such Senior Lien Obligations, Second Lien Obligations
or Subordinate Obligations will be called for redemption or paid at maturity;
(4) Interest on the refunding Second Lien Obligations or
Subordinate Obligations from the date thereof to the date of payment or
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redemption of the Senior Lien Obligations, Second Lien Obligations or
Subordinate Obligations to be refunded;
(f) Section 3.03(b)(2) is hereby amended as follows (additions in bold
underline, deletions in st=r-ilEetlir-eugh):
(2) projected Net Revenue for each Fiscal Year over the term of the
proposed additional Second Lien Obligations or Subordinate Obligations is expected to
be sufficient to satisfy the requirements of Section 6.03(a) of this Indenture in each Fiscal
Year. In calculating projected Net Revenue, the Traffic Consultant shall take into
account amounts projected to be received from any adopted change in toll increase or
increases policy (provided that no additional approvals need to be obtained and no
additional requirements need to be satisfied in order to implement any such increase or
increases toll policy) and any additional toll lanes and facilities to be designated as
included within the definition of Toll Road;
(g) Clause Thirteenth of Section 5.03(b) is hereby amended as follows
(additions in bold underline, deletions in strikethrough):
Thirteenth, on each Monthly Funding Date, to the extent sufficient funds
are then available after application of funds for the purposes specified in the prior clauses
of this Section 5.03(b), to the Repair and Rehabilitation Fund, an amount equal to the
Alternative Repair and Rehabilitation Fund Required Deposit or, if no such deposit is
then required to be made, an amount not to exceed the Scheduled Repair and
Rehabilitation Fund Required Deposit for such Monthly Funding Date. If sufficient
funds are not then available on a particular Monthly Funding Date, after application of
funds for the purposes specified in the prior clauses, to fund the Scheduled Repair and
Rehabilitation Fund Required Deposit or Alternative Repair and Rehabilitation Fund
Required Deposit, as applicable, or if the Commission has elected to defer all or a portion
of the Scheduled Repair and Rehabilitation Fund Required Deposit for a prior Monthly
Funding Date or Monthly Funding Dates, the Commission may use funds on each
subsequent Monthly Funding Date to satisfy the cumulative shortfall in the Scheduled
Repair and Rehabilitation Fund Required Deposit or Alternative Repair and
Rehabilitation Fund Required Deposit, as applicable, from previous Monthly Funding
Dates;
(h) Clause Fourteenth of Section 5.03(b) is hereby amended and restated as
follows (additions in bold underline, deletions in stri'kethrough):
Fourteenth, on each Monthly Funding Date, to the Capital Expenditures Fund to
the extent necessary to fund such Fund so that the balance therein (taking into account all
amounts then on deposit therein) equals the aggregate amount of Capital Expenditures
Fund Permitted Expenditures indicated for the next six months in the Annual Operating
Budget as set forth in a Written Request of the Commission, which amount may be $0
and shall be deemed to be $0 if no Written Request of the Commission has been
provided prior to such Monthly Funding Date; provided, however, that in no event
4156-9429-0465.15
-19-
Capita' Expenditures Fund Deposits Cap;
(i) Section 5.03(c) is hereby amended as follows (additions in bold
underline, deletions in st=rilEethr ):
(c) To the extent that on any Calculation Date or any other date of
determination requested by the Commission, the Commission determines that (i) the
amounts on deposit in the Senior Lien Obligations Reserve Fund are in excess of the
applicable Senior Lien Obligations Reserve Requirement, (ii) the amounts on deposit in
the Second Lien Obligations Reserve Fund are in excess of the applicable Second Lien
Obligations Reserve Requirement, (iii) amounts on deposit in the Subordinate
Obligations Reserve Fund are in excess of the applicable Subordinate Obligations
Reserve Requirement, (iv) the amounts on deposit in the Repair and Rehabilitation Fund
are certified by the Commission to be in excess of what is required for expected Repair
and Rehabilitation Fund Permitted Expenditures, or (v) the amounts on deposit in the
Capital Expenditures Fund are (A) certified by the Commission to no longer be needed
for making Capital Expenditures Fund Permitted Expenditures, or (B) in excess of the
Capita' Expenditures RM Deposit Cap, then in each such case, as applicable, the excess
amounts shall be transferred into the Toll Revenue Fund.
(j) Section 5.04(a)(4), Section 5.04(a)(5), Section 5.04(e), Section 5.04(0,
Section 5.04(i), Section 5.05, and Section 5.20(a) are hereby amended and restated in their
entirety to read as follows: [Reserved.]
(k) Section 5.07(a) is hereby amended as follows (additions in bold
underline, deletions in strikethrough):
(a) The Trustee shall cause amounts in the Toll Revenue Fund, to the
extent available, to be deposited into the Capital Expenditures Fund on each Monthly
Funding Date in accordance with clause Fourteenth of Section 5.03(b). Any amounts on
deposit in the Capital Expenditures Fund that are (i) certified by the Commission to no
longer be needed for making Capital Expenditures Fund Permitted Expenditures, or (ii) in
exeess-ef-the-Gapital-ExTenElitufes-Fund-Depasits-Cap3 shall be applied in accordance
with the requirements of Section 5.03(c) of this Indenture.
(1) Section 6.03(b)(1) is hereby amended as follows (additions in bold
underline, deletions in strikethrough):
(1) Within 60 days after the end of each Fiscal Year (beginning with
the first full Fiscal Year following the Substantial Completion Date for the Riverside SR -
91 Corridor Improvement Project), the Commission will file with the Trustee a report
setting forth the Net Revenue for such Fiscal Year. The failure of toll rates to yield an
amount sufficient to achieve each Coverage Ratio shall not be deemed to constitute an
Event of Default so long as the Commission complies with the requirements set forth
below in this Section 6.03(b). If any such report indicates that the Net Revenue for such
Fiscal Year was less than the amount required pursuant to Section 6.03(a), then, as soon
4156-9429-0465.15
-20-
as practicable after delivering such report to the Trustee and, while there are Outstanding
Obligations in the form of or securing payment of a TIFIA Loan, the TIFIA Lender, the
Commission shall take such actions as it deems appropriate for the current Fiscal
Year for purposes of meeting or exceeding such requirement. If any such report
indicates that the Net Revenue for such Fiscal Year was less than the amount
required pursuant to Section 6.03(a) for a second consecutive Fiscal Year, then as
soon as practicable after delivering such report to the Trustee and, while there are
Outstanding Obligations in the form of or securing payment of a TIFIA Loan, the
TIFIA Lender, the Commission shall employ a Traffic Consultant to review and
analyze the operations of the Toll Road and to submit to the Board, as soon as practicable
(but not later than such date as will enable the Board to act upon it within 180 days after
the end of the Fiscal Year in question), a written report which shall include the actions
that the Traffic Consultant recommends should be taken by the Commission with respect
to (i) revising the toll rates or the Commission's toll rate policies, (ii) altering its
methods of operation, or (iii) taking other action projected to produce the amount so
required to comply in each year with each Coverage Ratio (or, if less, the maximum
amount deemed feasible by the Traffic Consultant and that the Traffic Consultant
estimates will not adversely affect the amount of Net Revenue). Promptly upon its
receipt of such written report (and, in any case, within 180 days after the end of the Fiscal
Year in question), after giving due consideration thereto, the Commission will revise the
toll rates or toll policies, as permitted by law, alter its methods of operation, or take such
other action as it deems appropriate. Such revisions, alterations, or actions need not
comply with the recommendations of the Traffic Consultant so long as Net Revenue
projected by the Traffic Consultant to be produced by the revisions, alterations or actions
then taken by the Commission are at least equal to the amount required hereinabove. The
Trustee shall have no responsibility to review any written report received pursuant to this
Section 6.03(b).
(m) Section 6.04 is hereby amended as follows (additions in bold underline,
deletions in Gtrikethrough):
Section 6.04 Annual Budget i-nanci . The Commission
covenants that, for each Fiscal Year, it will take such actions as may be required of it to
prepare and will adopt an annual budget in accordance with applicable law, including the
Act, and the Toll Agreements. The Commission further covenants that it will provide to
the Trustee (A) no later than 30 days prior to the commencement of each Fiscal Year, an
operating plan and a preliminary budget, and (B) not later than the first day of each Fiscal
Year, a copy of the Commission's final budget (such copy of the final budget being
referred to herein as the "Annual Operating Budget"). The Commission further
covenants that it will provide to the Trustee a copy of the Commission's Financial Plans
concurrently with their submission to the TIFIA Lender. The Trustee shall have no
responsibility to review such preliminary budget; or Annual Operating Budget Of
Financial Plan and shall only retain such documents as a repository for the holders of the
Obligations.
(n) Schedule I, Schedule II, Schedule III, and Exhibit B shall be deleted in
their entirety together with any references thereto.
4156-9429-0465.15
-21-
IN WITNESS WHEREOF, the parties hereto have executed this Third
Supplemental Indenture by their officers thereunto duly authorized as of the day and year first
written above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Executive Director
Countersigned:
Clerk of the Board
APPROVED AS TO FORM:
By:
General Counsel
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
4156-9429-0465.15
EXHIBIT A
FORM OF 2021 SENIOR LIEN SERIES [A] [B] BOND
No. R-- [A] [B]- $
Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bond
(Current Interest Obligation), 2021 Series [A] [B] [(Federally Taxable)]
INTEREST RATE MATURITY DATE ISSUE DATE
June 1, 20[ ] [ ], 2021
REGISTERED OWNER: Cede & Co.
CUSIP
PRINCIPAL AMOUNT: Dollars
RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly
organized and existing under the laws of the State of California (the "Commission"), for value
received, hereby promises to pay (but solely from the Trust Estate as hereinafter referred to) in
lawful money of the United States of America, to the registered owner or registered assigns, on
the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the
principal amount specified above, together with interest thereon until the principal hereof shall
have been paid, at the interest rate per annum specified above based on a 360 -day year of twelve
30 -day months, payable on June 1, 2022 and semiannually thereafter on June 1 and December 1
and at maturity or upon the prior redemption thereof (each, an "Interest Payment Date"). This
Bond shall bear interest from the latest of: (i) its Issue Date; (ii) the most recent Interest
Payment Date to which interest has been paid or duly provided for, or (iii) if the date of
authentication of this Bond is after a Record Date but prior to the immediately succeeding
Interest Payment Date, the Interest Payment Date immediately succeeding such date of
authentication.
As long as 2021 Series [A] [B] Bonds are Book -Entry Bonds, principal of and premium, if
any, and interest on the 2021 Series [A] [B] Bonds shall be payable by wire transfer to the
Securities Depository in lawful money of the United States of America.
If the 2021 Series [A] [B] Bonds cease to be Book -Entry Bonds, principal of and
premium, if any, on the 2021 Series [A] [B] Bonds shall be payable when due upon presentation
and surrender thereof at the Principal Office of U.S. Bank National Association, as trustee (the
"Trustee") and interest shall be payable by first class mail on each interest payment date to the
registered owners thereof as of the close of business on the Record Date; provided, however, that
the registered owner of $1,000,000 or more in aggregate principal amount of 2021 Series [A] [B]
Bonds may, at any time prior to a Record Date, give the Trustee written instructions for payment
of such interest on each succeeding interest payment date by wire transfer. As used herein,
A-1
4156-9429-0465.15
"Record Date" means the fifteenth day (whether or not a Business Day) of the month preceding
such Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the Commission, designated as
"Riverside County Transportation Commission Toll Revenue Senior Lien Refunding Bonds"
(the "Bonds"), of the series designated above, all of which are being issued pursuant to the
County Transportation Commissions Act, being Division 12 of the Public Utilities Code of the
State of California (Section 130000 et seq.) (the "Act"), Article 10 and Article 11 of Chapter 3 of
Part 1 of Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) (the
"Refunding Bond Law"), and a Master Indenture, dated as of June 1, 2013 (the "Master
Indenture"), as supplemented, including as supplemented by a Third Supplemental Indenture,
dated as of [ ] 1, 2021 (the "Third Supplemental Indenture"), each between the
Commission and the Trustee. The Master Indenture, as supplemented and amended from time to
time pursuant to its terms, including as supplemented by the Third Supplemental Indenture, is
hereinafter referred to as the "Indenture." Said authorized issue of Bonds is not limited in
principal amount and consists or may consist of one or more series of varying denominations,
dates, maturities, interest rates and other provisions, as in the Indenture provided. Capitalized
terms used herein and not otherwise defined shall have the meaning given such terms in the
Indenture.
THIS BOND IS A LIMITED OBLIGATION OF THE COMMISSION SECURED
SOLELY BY THE TRUST ESTATE AS DEFINED AND PROVIDED IN THE
INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND
EXCEPT FROM SUCH TRUST ESTATE. THIS BOND DOES NOT CONSTITUTE A
DEBT OR LIABILITY OF THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION. NEITHER THE
FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF
CALIFORNIA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OR INTEREST OF
THIS BOND.
Reference is hereby made to the Indenture, the Act and the Refunding Bond 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 Trust Estate and the rights of the registered owners of the
Bonds and all the terms of the Indenture 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 other indebtedness may be incurred on a parity
with the Series of Bonds of which this Bond is a part, but only subject to the conditions and
limitations contained in the Indenture.
This Bond is secured by and payable both as to principal and interest, and as to any
premium upon the redemption hereof, solely from the Trust Estate as defined in the Indenture,
subject only to the provisions of the Indenture permitting application thereof for the purposes and
on the terms and conditions set forth therein, and the Commission is not obligated to pay this
Bond except from said Trust Estate.
A-2
4156-9429-0465.15
The Bonds of the Series of Bonds of which this Bond is a part 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 (and if in part, in such order of maturity as the
Commission shall specify and within a maturity by lot or by such other method as the Trustee
determines to be fair and reasonable and in Authorized Denominations), on any date on or after
June 1, 20[_], at the principal amount of such Bonds called for redemption, plus accrued
interest to the date fixed for redemption, without premium.
[The Bonds of the Series of Bonds of which this Bond is a part maturing on June 1,
20[_] shall be subject to mandatory redemption prior to their stated maturity, in part, from
Sinking Fund Installments required by and as specified in the Indenture, at a redemption price
equal to the principal amount thereof, plus accrued but unpaid interest to the redemption date,
without premium, on June 1, 20[_] and June 1, 20[_].]
The rights and obligations of the Commission and of the holders and registered owners of
the Bonds of the Series of Bonds of which this Bond is a part 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.
This Bond is transferable or exchangeable as provided in the Indenture, only upon the
Bond Register at the Principal Office of the Trustee, by the registered owner hereof in person, or
by such owner's duly authorized attorney, upon surrender of this Bond at the Principal Office of
the Trustee, together with a written instrument of transfer satisfactory to the Trustee duly
executed by the registered owner or such owner's duly authorized attorney, and thereupon a new
Bond or Bonds of the same series, maturity, interest rate, shall be issued to the transferee in
exchange therefor as provided in the Indenture, upon payment of any charges therein prescribed.
The person in whose name this Bond is registered shall be deemed and regarded as the
absolute owner hereof for all purposes, including receiving payment of, or on account of, the
principal of and premium and interest due hereon.
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, 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, the Act and the Refunding Bond Law, and that this Bond, together with all other
indebtedness of the Commission secured by the Trust Estate, is within every debt and other limit
prescribed by the Constitution and statutes of the State of California and the Act.
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.
A-3
4156-9429-0465.15
IN WITNESS WHEREOF the Riverside County Transportation Commission has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its
duly authorized representatives all as of the Issue Date set forth above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Chair of the Board of Commissioners
(Seal)
Countersigned:
By:
Chief Financial Officer
A-4
4156-9429-0465.15
[FORM OF CERTIFICATE OF AUTHENTICATION]
This Bond is one of the 2021 Series [A] [B] Bonds described in the within mentioned
Indenture and was authenticated on the date set forth below.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
[DTC LEGEND]
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any
Bond issued is registered in the name of Cede & Co. or such other name as requested by an
authorized representative of The Depository Trust Company and any payment is made to Cede &
Co., ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE
BY OR TO ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has
an interest herein.
A-5
4156-9429-0465.15
[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Please Print or Type Name and Address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFICATION NUMBER OF ASSIGNEE
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer the within Bond on the books kept for registration thereof with full power of
substitution in the premises.
Dated:
Signature:
(Signature of Assignor)
Notice: The signature on this assignment must
correspond with the name of the Registered Owner
as it appears upon the face of the within Bond in
every particular without alteration or enlargement
or any change whatsoever.
SIGNATURE GUARANTEED:
Notice: Signature must be guaranteed by an
eligible guarantor firm.
A-6
4156-9429-0465.15
EXHIBIT B
NOTICE ADDRESSES
To the Commission:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
or
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attention: Chief Financial Officer
Telephone: (951) 787-7141
Fax: (951) 787-7920
To the Trustee:
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Global Corporate Trust
Telephone: 213-615-6051
Fax: 213-615-6199
To the Rating Agencies:
S&P Global Ratings
55 Water Street, 38th Floor
New York, New York 10041
Telephone: 212-438-2000
Facsimile: 212-438-2157
Email: pubfin_structured@standardandpoors.com
Fitch Ratings
One State Street Plaza
New York, New York 10004
Telephone: [ ]
Facsimile: [ ]
Email: [
4156-9429-0465.15
]
B-1
EXHIBIT C
PURCHASED 2013 BONDS & WIRE INSTRUCTIONS
[To come.]
C-1
4156-9429-0465.15
SCHEDULE I
2013A REFUNDED BONDS & 2013-1 TIFIA SERIES REFUNDED BONDS
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds, 2013 Series A
Maturity
Date Principal Interest Redemption
(June 1) Amount Rate CUSIP No.* Price
Riverside County Transportation Commission
Toll Revenue Subordinate Bonds, 2013 TIFIA Series
* CUSIP numbers provided above are provided for the convenience of the Trustee. The Commission is not
responsible for the accuracy or completeness of any of the CUSIP numbers.
4156-9429-0465.15
Schedule I-1
ATTACHMENT 5
OH&S Draft
09/02/21
FOURTH SUPPLEMENTAL INDENTURE
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
Dated as of 1 ] 1, 2021
Relating to the
Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
(Supplementing the Master Indenture
Dated as of June 1, 2013)
4136-9518-1089.14
TABLE OF CONTENTS
Page
ARTICLE XXXI
DEFINITIONS
Section 31.01 Definitions 1
Section 31.02 Rules of Construction 3
ARTICLE XXXII
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 32.01 Findings and Determinations 3
Section 32.02 Recital in Bonds 4
Section 32.03 Effect of Findings and Recital 4
ARTICLE XXXIII
AUTHORIZATION OF 2021 SERIES C SECOND LIEN BONDS
Section 33.01 Principal Amount, Designation and Series 4
Section 33.02 Purpose 4
Section 33.03 Form, Denomination, Numbers and Letters 4
Section 33.04 Date, Maturities and Interest Rates 5
Section 33.05 Conditions to Delivery of 2021 Series C Second Lien Bonds 5
Section 33.06 Disposition of Proceeds of 2021 Series C Second Lien Bonds 6
Section 33.07 Transfer of Funds from Subordinate Obligations Reserve Account (2013
TIFIA Loan) 6
Section 33.08 Transfer of Funds from Residual Fund 6
ARTICLE XXXIV
REDEMPTION OF 2021 SERIES C SECOND LIEN BONDS
Section 34.01 Optional Redemption of 2021 Series C Second Lien Bonds 6
Section 34.03 Mandatory Redemption of 2020 Second Lien Series C Bonds From
Sinking Fund Installments 7
Section 34.03 Selection of 2021 Series C Second Lien Bonds for Redemption 7
Section 34.04 Purchase in Lieu of Redemption 8
ARTICLE XXXV
ESTABLISHMENT OF FUNDS AND ACCOUNTS AND APPLICATION THEREOF
Section 35.01 Funds and Accounts 8
Section 35.02 2021 Series C Second Lien Bonds Costs of Issuance Account 8
Section 35.03 2021 Series C Second Lien Obligations Reserve Account 8
-i-
4136-9518-1089.14
TABLE OF CONTENTS
(continued)
Page
ARTICLE XXXVI
MISCELLANEOUS
Section 36.01
Section 36.02
Section 36.03
Section 36.04
Section 36.05
Section 36.06
Section 36.07
Section 36.08
Section 36.09
Severability 9
Parties Interested Herein 9
Headings Not Binding 9
Notice Addresses 9
Notices to Rating Agencies 9
Indenture to Remain in Effect 9
Effective Date of Fourth Supplemental Indenture 10
Electronic Signature 10
Execution in Counterparts 10
ARTICLE XXXVII
BOND INSURANCE
EXHIBIT A FORM OF 2021 SERIES C SECOND LIEN BOND A-1
EXHIBIT B NOTICE ADDRESSES B-1
SCHEDULE I — 2013-2 TIFIA SERIES REFUNDED BONDS I-1
4136-9518-1089.14
THIS FOURTH SUPPLEMENTAL INDENTURE, dated as of [ ] 1, 2021
(this "Fourth Supplemental Indenture"), between the RIVERSIDE COUNTY
TRANSPORTATION COMMISSION, a public entity duly existing under the laws of the State of
California (the "Commission") and U.S. BANK NATIONAL ASSOCIATION, a national banking
association duly organized and existing under the laws of the United States of America, as
successor trustee (together with any successor thereto, the "Trustee").
WITNESSETH:
WHEREAS, this Fourth Supplemental Indenture is supplemental to the Master
Indenture, dated as of June 1, 2013 (as supplemented and amended from time to time pursuant to
its terms, the "Indenture"), between the Commission and the Trustee;
WHEREAS, the Indenture provides that the Commission may issue Second Lien
Obligations from time to time as authorized by a Supplemental Indenture, which Second Lien
Obligations are to be secured by the Trust Estate in accordance with the Indenture; and
WHEREAS, the Commission desires to provide at this time for the issuance of
Second Lien Obligations secured by the Trust Estate, such Bonds to be designated "Riverside
County Transportation Commission Toll Revenue Second Lien Refunding Bonds, 2021 Series C"
(the "2021 Series C Second Lien Bonds") for the purposes of (i) refunding a portion of the
Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series (the "2013-2
TIFIA Series Refunded Bonds") by prepaying the 2013 TIFIA Loan Agreement in part (which
together with the proceeds of the 2021 Series B Senior Bonds will prepay the 2013 TIFIA Loan
Agreement in full), (ii) funding the required cash deposit to the 2021 Series C Second Lien
Obligations Reserve Account, and (iii) paying the costs of issuance incurred in connection with
the 2021 Series C Second Lien Bonds, all as provided in this Fourth Supplemental Indenture;
NOW, THEREFORE, the parties hereto hereby agree as follows:
ARTICLE XXXI
DEFINITIONS
Section 31.01 Definitions.
(a) Definitions. Unless the context otherwise requires, or as otherwise provided
in subsection (b) of this Section, all terms defined in the Indenture shall have the same meanings,
respectively, in this Fourth Supplemental Indenture.
(b) Additional Definitions. Unless the context otherwise requires, the
following terms shall, for all purposes of this Fourth Supplemental Indenture, have the following
meanings:
"Authorized Denominations" means, with respect to the 2021 Series C Second
Lien Bonds, $1,000 principal amount and any integral multiple thereof.
4136-9518-1089.14
"Fourth Supplemental Indenture" means this Fourth Supplemental Indenture,
dated as of [ ] 1, 2021.
"Interest Payment Date" means, with respect to the 2021 Series C Second Lien
Bonds, June 1 and December 1 of each year until the redemption or maturity of such 2021 Series
C Second Lien Bonds, commencing with June 1, 2022.
"Issue Date" means, with respect to the 2021 Series C Second Lien Bonds, the date
on which the 2021 Series C Second Lien Bonds are first delivered to the purchasers thereof.
"Record Date" means, with respect to the 2021 Series C Second Lien Bonds, the
fifteenth (15th) day (whether or not a Business Day) of the month preceding the month in which
such Interest Payment Date occurs.
"Refunding Bond Law" means Article 10 and Article 11 of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (Section 53570 et seq.).
"2013B Defeased Bonds" means the Riverside County Transportation
Commission Toll Revenue Senior Lien Bonds, 2013 Series B identified in the 2013B Defeased
Bonds Escrow Agreement.
"2013B Defeased Bonds Escrow Agent" means U.S. Bank National Association,
a national banking association duly organized and existing under the laws of the United States of
America, as trustee and as escrow agent, and its successors and assigns pursuant to the terms of
the 2013B Defeased Bonds Escrow Agreement.
"2013B Defeased Bonds Escrow Agreement" means the 2013B Defeased Bonds
Escrow Agreement, dated as of [ ] 1, 2021, between the Commission and the 2013B
Defeased Bonds Escrow Agent, relating to the 2013B Defeased Bonds.
"2013B Defeased Bonds Escrow Fund" means the 2013B Defeased Bonds
Escrow Fund, which shall be an irrevocable fund, established under the 2013B Defeased Bonds
Escrow Agreement.
"2013-2 TIFIA Series Refunded Bonds" means the portion of the outstanding
Riverside County Transportation Commission Toll Revenue Subordinate Bonds, 2013 TIFIA
Series identified on Schedule I hereto.
"2021 Series Bonds Continuing Disclosure Agreement" means the Continuing
Disclosure Agreement, dated as of [ ] 1, 2021, by and between the Commission and Digital
Assurance Certification, L.L.C., as dissemination agent, relating to the 2021 Series Bonds.
"2021 Series C Second Lien Bonds" means the Riverside County Transportation
Commission Toll Revenue Second Lien Refunding Bonds, 2021 Series C, authorized by
Article XXXIII of this Indenture.
-2-
4136-9518-1089.14
"2021 Series C Second Lien Bonds Costs of Issuance Account" means the 2021
Series C Second Lien Bonds Costs of Issuance Account established within the Second Lien
Obligations Account within the Project Fund pursuant to Section 35.01.
"2021 Series C Second Lien Bonds Reserve Requirement" means, with respect
to the 2021 Series C Second Lien Obligations Reserve Account Obligations, an amount, calculated
as of the most recent Issue Date of 2021 Series C Second Lien Obligations Reserve Account
Obligations, equal to the least of (i) Maximum Annual Debt Service on the Outstanding 2021
Series C Second Lien Obligations Reserve Account Obligations, (ii) one hundred twenty-five
percent (125%) of average Annual Debt Service on the 2021 Series C Second Lien Obligations
Reserve Account Obligations, or (iii) ten percent (10%) of the original principal amount of the
2021 Series C Second Lien Obligations Reserve Account Obligations with respect to all
Outstanding 2021 Series C Second Lien Bonds.
"2021 Series C Second Lien Bonds Tax Certificate" shall mean that certain Tax
Certificate executed on behalf of the Commission in connection with the issuance of the 2021
Series C Second Lien Bonds and relating to the requirements of the Code.
"2021 Series C Second Lien Obligations Reserve Account" means the 2021
Series C Second Lien Obligations Reserve Account established within the Second Lien
Obligations Reserve Fund pursuant to Section 35.01.
"2021 Series C Second Lien Obligations Reserve Account Obligations" means
the 2021 Series C Second Lien Bonds and any Second Lien Obligations that are designated as
2021 Series C Second Lien Obligations Reserve Account Obligations in the Supplemental
Indenture providing for their issuance.
Section 31.02 Rules of Construction. Words of the masculine gender shall be
deemed and construed to include correlative words of the feminine and neuter genders. Unless the
context shall otherwise indicate, words importing the singular number shall include the plural
number and vice versa, and words importing persons shall include corporations and associations,
including public bodies, as well as natural persons. Defined terms shall include any variant of the
terms set forth in this Article XXXI.
The terms "hereby," "hereof," "hereto," "herein," "hereunder," and any similar
terms, as used in this Fourth Supplemental Indenture, refer to the Indenture.
ARTICLE XXXII
FINDINGS, DETERMINATIONS AND DIRECTIONS
Section 32.01 Findings and Determinations. The Commission hereby finds
and determines that the 2021 Series C Second Lien Bonds shall be issued pursuant to
Article XXXIII hereof and upon the issuance of the 2021 Series C Second Lien Bonds, any and all
acts, conditions and things required to exist, to happen and to be performed, precedent to and in
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the issuance thereof, will exist, will have happened and will have been performed, in due time,
form and manner, as required by the Constitution and statutes of the State.
Section 32.02 Recital in Bonds. There shall be included in each of the
definitive 2021 Series C Second Lien Bonds, and also in each of the temporary 2021 Series C
Second Lien Bonds, if any are issued, a certification and recital 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 that 2021 Series C Second Lien Bond, and in the issuing of that
2021 Series C Second Lien Bond, exist, have happened and have been performed in due time, form
and manner, as required by the Constitution and statutes of the State, the Act and the Refunding
Bond Law, and that said 2021 Series C Second Lien Bond, together with all other indebtedness of
the Commission secured by the Trust Estate, is within every debt and other limit prescribed by the
Constitution and statutes of the State, the Act and the Refunding Bond Law, and that such
certification and recital shall be in such form as is set forth in the forms of the 2021 Series C
Second Lien Bonds attached hereto as Exhibit A.
Section 32.03 Effect of Findings and Recital. From and after the issuance of
the 2021 Series C Second Lien Bonds, the findings and determinations herein shall be conclusive
evidence of the existence of the facts so found and determined in any action or proceeding in any
court in which the validity of the 2021 Series C Second Lien Bonds is at issue, and no bona fide
purchaser of any such 2021 Series C Second Lien Bond containing the certification and recital
shall be required to see to the existence of any fact, or to the performance of any condition, or to
the taking of any proceeding, required prior to such issuance, or to the application of the purchase
price for such 2021 Series C Second Lien Bonds.
ARTICLE XXXIII
AUTHORIZATION OF 2021 SERIES C SECOND LIEN BONDS
Section 33.01 Principal Amount, Designation and Series. Pursuant to the
provisions of this Indenture, the Act and the Refunding Bond Law, a Series of Second Lien
Obligations entitled to the benefit, protection and security of such provisions, including without
limitation the grant of the Trust Estate in the Indenture, is hereby authorized in the aggregate initial
principal amount of $[ ]. Such Second Lien Obligations shall be issued as fixed rate
Current Interest Obligations and shall be designated as, and shall be distinguished from the Second
Lien Obligations of all other Series by the title, "Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bonds, 2021 Series C."
Section 33.02 Purpose. The 2021 Series C Second Lien Bonds are issued for
the purposes of (i) refunding the 2013-2 TIFIA Series Refunded Bonds by prepaying the 2013
TIFIA Loan Agreement in part (which together with the proceeds of the 2021 Series B Senior
Bonds will prepay the 2013 TIFIA Loan Agreement in full), (ii) funding the required cash deposit
to the 2021 Series C Second Lien Obligations Reserve Account, and (iii) paying the costs of
issuance incurred in connection with the 2021 Series C Second Lien Bonds.
Section 33.03 Form, Denomination, Numbers and Letters. The 2021 Series
C Second Lien Bonds shall be issued as Book -Entry Bonds in fully registered form in Authorized
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Denominations and shall be numbered by Series from one upward in consecutive numerical order
preceded by the letter "R" prefixed to the number. The 2021 Series C Second Lien Bonds and the
certificate of authentication shall be substantially in the form attached hereto as Exhibit A, which
form is hereby approved and adopted as the form of the 2021 Series C Second Lien Bonds and as
the form of the certificate of authentication.
Section 33.04 Date, Maturities and Interest Rates.
(a) The 2021 Series C Second Lien Bonds shall be issued as fixed rate Current
Interest Obligations in the aggregate principal amount of $[ ]. The 2021 Series C
Second Lien Bonds shall be dated their Issue Date, shall bear interest from that date, payable on
June 1, 2022, and semiannually thereafter on June 1 and December 1 of each year, at the following
rates per annum, computed on the basis of a 360 -day year comprised of twelve 30 -day months,
and shall mature on June 1 in the following years and in the following amounts:
Maturity Date
(June 1)
Term Bond Final Maturity
Principal Amount Interest Rate
(b) Interest on the 2021 Series C Second Lien Bond shall be payable to the
Owner thereof from the latest of: (i) its Issue Date; (ii) the most recent Interest Payment Date to
which interest has been paid thereon or duly provided for, or (iii) if the date of authentication of
such Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date,
the Interest Payment Date immediately succeeding such date of authentication.
(c) As long as the 2021 Series C Second Lien Bonds are Book -Entry Bonds,
principal of and premium, if any, and interest on the 2021 Series C Second Lien Bonds shall be
payable by wire transfer to the Securities Depository in lawful money of the United States of
America.
(d) If the 2021 Series C Second Lien Bonds cease to be Book -Entry Bonds,
principal of and premium, if any, on the 2021 Series C Second Lien Bonds shall be payable when
due upon presentation and surrender thereof at the Principal Office of the Trustee and interest shall
be payable by first class mail on each interest payment date to the Owners thereof as of the close
of business on the Record Date; provided, however, that Owners of $1,000,000 or more in
aggregate principal amount of 2021 Series C Second Lien Bonds may, at any time prior to a Record
Date, give the Trustee written instructions for payment of such interest on each succeeding interest
payment date by wire transfer.
Section 33.05 Conditions to Delivery of 2021 Series C Second Lien Bonds.
Each of the 2021 Series C Second Lien Bonds shall be executed and delivered as authorized by
this Fourth Supplemental Indenture and the Indenture, including Article II thereof, upon the receipt
of payment therefor from the purchaser thereof.
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Section 33.06 Disposition of Proceeds of 2021 Series C Second Lien Bonds.
The net proceeds from the sale of the 2021 Series C Second Lien Bonds in the amount of $[ ]
shall be received by the Trustee and deposited by the Trustee as follows:
(a) $[ ] into the 2021 Series C Second Lien Bonds Costs of Issuance
Account;
(b) $[ ], representing the 2021 Series C Second Lien Bonds Reserve
Requirement at the time of issuance of the 2021 Series C Second Lien Bonds, into the 2021 Series
C Second Lien Obligations Reserve Account; and
(c) the remaining amount of $[ ] shall be immediately transferred to
the TIFIA Lender for prepayment of the 2013 TIFIA Loan Agreement. Such amount, together
with a portion of the proceeds from the 2021 Series B Senior Bonds and certain funds on deposit
in the Subordinate Obligations Reserve Account (2013 TIFIA Loan), as set forth in Section
26.06(f) and Section 33.07, will be applied to optionally prepay the 2013 TIFIA Loan Agreement
in full.
Section 33.07 Transfer of Funds from Subordinate Obligations Reserve
Account (2013 TIFIA Loan). Upon the Issue Date, the Trustee shall transfer the amount of
$[ ] from the Subordinate Obligations Reserve Account (2013 TIFIA Loan) to the
TIFIA Lender for prepayment of the 2013 TIFIA Loan Agreement. Such funds from the
Subordinate Obligations Reserve Account (2013 TIFIA Loan), together with a portion of the
proceeds from the 2021 Series B Senior Bonds pursuant to Section 26.06(f) and a portion of the
proceeds from the 2021 Series C Second Lien Bonds pursuant to Section 33.06(c), will be applied
to optionally prepay the 2013 TIFIA Loan Agreement in full.
Section 33.08 Transfer of Funds from Residual Fund. Upon the Issue Date,
the Trustee shall immediately transfer the amount of $[ ] from the Residual Fund to
the 2013B Defeased Bonds Escrow Agent for deposit into the 2013B Defeased Bonds Escrow
Fund pursuant to the 2013B Defeased Bonds Escrow Agreement.
ARTICLE XXXIV
REDEMPTION OF 2021 SERIES C SECOND LIEN BONDS
Section 34.01 Optional Redemption of 2021 Series C Second Lien Bonds.
(a) The 2021 Series C Second Lien Bonds 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 on or after June 1, 20[_] at the principal amount of 2021
Series C Second Lien Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
The Commission shall give the Trustee written notice at least twenty (20) days (or
such lesser time period acceptable to the Trustee) before any date fixed for the redemption of the
2021 Series C Second Lien Bonds to be redeemed pursuant to this subsection (a), designating the
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maturity or maturities of the 2021 Series C Second Lien Bonds to be redeemed, the portions thereof
to be redeemed and the fact and date of such redemption.
(b) Any optional redemption of 2021 Series C Second Lien Bonds and notice
thereof shall be rescinded and cancelled pursuant to the provisions of Section 4.03 if for any reason
on the date fixed for redemption moneys are not available in the Redemption Fund or otherwise
held in trust for such purpose in an amount sufficient to pay in full on said date the principal of,
interest, and any premium due on the 2021 Series C Second Lien Bonds called for redemption.
Section 34.02 Mandatory Redemption of 2021 Series C Second Lien Bonds
From Sinking Fund Installments.
(a) The 2021 Series C Second Lien Bonds maturing on June 1, 20[_] shall also
be subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking
Fund Installments on each June 1 a Sinking Fund Installment is due as specified in
Section 34.02(b), in the principal amount equal to the Sinking Fund Installment due on such date
and at a redemption price equal to 100% of the principal amount thereof, plus accrued but unpaid
interest to the redemption date, without premium.
(b) The Sinking Fund Installments for the 2021 Second Lien Series C Term
Bond maturing on June 1, 20[ ] shall be due in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
`Final Maturity
On or before the date such Sinking Fund Installments are due, the Trustee shall deposit such
amounts to the Principal Account and amounts so transferred shall be applied as provided in
Section 5.02 and this Section 34.02.
Section 34.03 Selection of 2021 Series C Second Lien Bonds for
Redemption. The Commission shall designate which maturities of 2021 Series C Second Lien
Bonds are to be called for redemption pursuant to Section 34.01. In the event 2021 Series C Second
Lien Bonds which are Term Bonds are designated for redemption, the Commission may designate
the Sinking Fund Installments under Section 34.02, or portions thereof, that are to be reduced as
allocated to such redemption. The Trustee shall promptly notify the Commission in writing of the
2021 Series C Second Lien Bonds so selected for redemption.
If less than all of the 2021 Series C Second Lien Bonds of a maturity are called for prior
redemption, the Trustee shall select the 2021 Series C Second Lien Bonds of such maturity to be
redeemed, from the Outstanding 2021 Series C Second Lien Bonds of such maturity not previously
called for redemption, in minimum denominations of $5,000 (of principal), by lot in any manner
which the Trustee in its sole discretion shall deem appropriate.
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Section 34.04 Purchase in Lieu of Redemption. In lieu of mandatory
redemption from Sinking Fund Installments, the Commission may surrender to the Trustee for
cancellation 2021 Series C Second Lien Bonds that are Term Bonds purchased on the open market
and such 2021 Series C Second Lien Bonds that are Term Bonds shall be cancelled by the Trustee.
If any 2021 Series C Second Lien Bonds that are Term Bonds are so cancelled, the Commission
may designate the Sinking Fund Installments or portions thereof that are to be reduced as allocated
to such cancellation.
ARTICLE XXXV
ESTABLISHMENT OF FUNDS AND ACCOUNTS
AND APPLICATION THEREOF
Section 35.01 Funds and Accounts. To ensure the proper application of such
portion of proceeds from the sale of the 2021 Series C Second Lien Bonds to be applied to pay
Costs of Issuance of the 2021 Series C Second Lien Bonds, there is hereby established the 2021
Series C Second Lien Bonds Costs of Issuance Account, which shall be held by the Trustee. To
ensure the proper application of such proceeds from the sale of the 2021 Series C Second Lien
Bonds to be applied to satisfy the 2021 Series C Second Lien Bonds Reserve Requirement, there
is hereby established the 2021 Series C Second Lien Obligations Reserve Account within the
Second Lien Obligations Reserve Fund, such account to be held by the Trustee.
Section 35.02 2021 Series C Second Lien Bonds Costs of Issuance Account.
The proceeds of the 2021 Series C Second Lien Bonds set aside and placed in the 2021 Series C
Second Lien Bonds Costs of Issuance Account shall remain therein until April 1, 2022 and
expended for the purpose of paying the Costs of Issuance of the 2021 Series C Second Lien Bonds.
Before any payment from the 2021 Series C Second Lien Bonds Costs of Issuance Account shall
be made by the Trustee, the Commission shall file or cause to be filed with the Trustee a requisition
of the Commission (each a "Requisition"), such Requisition to be signed by an Authorized
Representative and to include: (i) the item number of such payment; (ii) the name and address of,
or name and wiring instructions for, 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 and are presently due and payable and that each item thereof is a
proper charge against the 2021 Series C Second Lien Bonds Costs of Issuance Account and has
not been previously paid from said account. On April 1, 2022, any amounts remaining in the 2021
Series C Second Lien Bonds Costs of Issuance Account shall be transferred to the Toll Revenue
Fund and the 2021 Series C Second Lien Bonds Costs of Issuance Account shall be closed.
Section 35.03 2021 Series C Second Lien Obligations Reserve Account. The
monies set aside and placed in the 2021 Series C Second Lien Obligations Reserve Account on
account of the 2021 Series C Second Lien Bonds Reserve Requirement shall be held solely for the
benefit of the 2021 Series C Second Lien Obligations Reserve Account Obligations, and shall be
used, withdrawn, and replenished as provided herein and in Sections 5.03 and 5.08. If, on any date
of valuation of Permitted Investments credited to the 2021 Series C Second Lien Obligations
Reserve Account pursuant to Section 5.23, the amount on deposit in the 2021 Series C Second
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Lien Obligations Reserve Account exceeds the 2021 Series C Second Lien Bonds Reserve
Requirement as of such date, the Trustee shall transfer such excess amount to the Toll Revenue
Fund.
ARTICLE XXXVI
MISCELLANEOUS
Section 36.01 Severability. If any covenant, agreement or provision, or any
portion thereof, contained in this Fourth Supplemental Indenture, or the application thereof to any
person or circumstance, is held to be unconstitutional, invalid or unenforceable, the remainder of
this Fourth Supplemental Indenture, and the application of any such covenant, agreement or
provision, or portion thereof, to other persons or circumstances, shall be deemed severable and
shall not be affected thereby, and this Fourth Supplemental Indenture shall remain valid.
Section 36.02 Parties Interested Herein. Nothing in this Fourth Supplemental
Indenture expressed or implied is intended or shall be construed to confer upon, or to give to, any
person or entity, other than the Commission, the Trustee, and the Owners of the 2021 Series C
Second Lien Bonds, any right, remedy or claim under or by reason of this Fourth Supplemental
Indenture or any covenant, condition or stipulation hereof; and all the covenants, stipulations,
promises and agreements in this Fourth Supplemental Indenture contained by and on behalf of the
Commission shall be for the sole and exclusive benefit of the Commission, the Trustee, and the
Owners.
Section 36.03 Headings Not Binding. The headings in this Fourth
Supplemental Indenture are for convenience only and in no way define, limit or describe the scope
or intent of any provisions or sections of this Fourth Supplemental Indenture.
Section 36.04 Notice Addresses. Except as otherwise provided herein, it shall
be sufficient service or giving of notice, request, complaint, demand or other paper if the same
shall be duly mailed by registered or certified mail, postage prepaid, addressed to the Notice
Address for the appropriate party or parties as provided in Exhibit B hereto. Any such entity by
notice given hereunder may designate any different addresses to which subsequent notices,
certificates or other communications shall be sent, but no notice directed to any one such entity
shall be thereby required to be sent to more than two addresses.
Section 36.05 Notices to Rating Agencies. The Trustee shall provide notice to
the Rating Agencies of the following events with respect to the 2021 Series C Second Lien Bonds:
(a) Change in Trustee;
(b) Amendments to the Indenture; and
(c) Redemption or defeasance of the 2021 Series C Second Lien Bonds.
Section 36.06 Indenture to Remain in Effect. Save and except as amended
and supplemented by this Fourth Supplemental Indenture, the Master Indenture shall remain in
full force and effect.
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Section 36.07 Effective Date of Fourth Supplemental Indenture. This
Fourth Supplemental Indenture shall take effect upon its execution and delivery.
Section 36.08 Electronic Signature. Each of the parties hereto agrees that the
transaction consisting of this Fourth Supplemental Indenture may be conducted by electronic
means. Each party agrees, and acknowledges that it is such party's intent, that if such party signs
this Fourth Supplemental Indenture using an electronic signature, it is signing, adopting, and
accepting this Fourth Supplemental Indenture and that signing this Fourth Supplemental Indenture
using an electronic signature is the legal equivalent of having placed its handwritten signature on
this Fourth Supplemental Indenture on paper. Each party acknowledges that it is being provided
with an electronic or paper copy of this Fourth Supplemental Indenture in a usable format.
Section 36.09 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.
ARTICLE XXXVII
BOND INSURANCE PROVISIONS
[TO COME, IF ANY.]
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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.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Executive Director
Countersigned:
Clerk of the Board
APPROVED AS TO FORM:
By:
General Counsel
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
4136-9518-1089.14
EXHIBIT A
FORM OF 2021 SERIES C SECOND LIEN BOND
No. R-- A- $
Riverside County Transportation Commission
Toll Revenue Second Lien Refunding Bond
(Current Interest Obligation), 2021 Series C
INTEREST RATE MATURITY DATE ISSUE DATE
June 1, 20[ ] [ ], 2021
REGISTERED OWNER: Cede & Co.
CUSIP
PRINCIPAL AMOUNT: Dollars
RIVERSIDE COUNTY TRANSPORTATION COMMISSION, a public entity duly
organized and existing under the laws of the State of California (the "Commission"), for value
received, hereby promises to pay (but solely from the Trust Estate as hereinafter referred to) in
lawful money of the United States of America, to the registered owner or registered assigns, on
the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the
principal amount specified above, together with interest thereon until the principal hereof shall
have been paid, at the interest rate per annum specified above based on a 360 -day year of twelve
30 -day months, payable on June 1, 2022 and semiannually thereafter on June 1 and December 1
and at maturity or upon the prior redemption thereof (each, an "Interest Payment Date"). This
Bond shall bear interest from the latest of: (i) its Issue Date; (ii) the most recent Interest Payment
Date to which interest has been paid or duly provided for, or (iii) if the date of authentication of
this Bond is after a Record Date but prior to the immediately succeeding Interest Payment Date,
the Interest Payment Date immediately succeeding such date of authentication.
As long as 2021 Series C Bonds are Book -Entry Bonds, principal of and premium, if any,
and interest on the 2021 Series C Bonds shall be payable by wire transfer to the Securities
Depository in lawful money of the United States of America.
If the 2021 Series C Bonds cease to be Book -Entry Bonds, principal of and premium, if
any, on the 2021 Series C Bonds shall be payable when due upon presentation and surrender
thereof at the Principal Office of U.S. Bank National Association, as trustee (the "Trustee") and
interest shall be payable by first class mail on each interest payment date to the registered owners
thereof as of the close of business on the Record Date; provided, however, that the registered owner
of $1,000,000 or more in aggregate principal amount of 2021 Series C Bonds may, at any time
prior to a Record Date, give the Trustee written instructions for payment of such interest on each
succeeding interest payment date by wire transfer. As used herein, "Record Date" means the
fifteenth day (whether or not a Business Day) of the month preceding such Interest Payment Date.
This Bond is one of a duly authorized issue of bonds of the Commission, designated as
"Riverside County Transportation Commission Toll Revenue Second Lien Refunding Bonds" (the
"Bonds"), of the series designated above, all of which are being issued pursuant to the County
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Transportation Commissions Act, being Division 12 of the Public Utilities Code of the State of
California (Section 130000 et seq.) (the "Act"), Article 10 and Article 11 of Chapter 3 of Part 1 of
Division 2 of Title 5 of the California Government Code (Section 53570 et seq.) (the "Refunding
Bond Law"), and a Master Indenture, dated as of June 1, 2013 (the "Master Indenture"), as
supplemented, including as supplemented by a Fourth Supplemental Indenture, dated as of
[ ] 1, 2021 (the "Fourth Supplemental Indenture"), each between the Commission and the
Trustee. The Master Indenture, as supplemented and amended from time to time pursuant to its
terms, including as supplemented by the Fourth Supplemental Indenture, is hereinafter referred to
as the "Indenture." Said authorized issue of Bonds is not limited in principal amount and consists
or may consist of one or more series of varying denominations, dates, maturities, interest rates and
other provisions, as in the Indenture provided. Capitalized terms used herein and not otherwise
defined shall have the meaning given such terms in the Indenture.
THIS BOND IS A LIMITED OBLIGATION OF THE COMMISSION SECURED
SOLELY BY THE TRUST ESTATE AS DEFINED AND PROVIDED IN THE
INDENTURE AND THE COMMISSION IS NOT OBLIGATED TO PAY THIS BOND
EXCEPT FROM SUCH TRUST ESTATE. THIS BOND DOES NOT CONSTITUTE A
DEBT OR LIABILITY OF THE STATE OF CALIFORNIA OR ANY POLITICAL
SUBDIVISION OF THE STATE OTHER THAN THE COMMISSION. NEITHER THE
FULL FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF
CALIFORNIA IS PLEDGED TO THE PAYMENT OF PRINCIPAL OR INTEREST OF
THIS BOND.
Reference is hereby made to the Indenture, the Act and the Refunding Bond 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 Trust Estate and the rights of the registered owners of the Bonds
and all the terms of the Indenture 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 other indebtedness may be incurred on a parity with the Series
of Bonds of which this Bond is a part, but only subject to the conditions and limitations contained
in the Indenture.
This Bond is secured by and payable both as to principal and interest, and as to any
premium upon the redemption hereof, solely from the Trust Estate as defined in the Indenture,
subject only to the provisions of the Indenture permitting application thereof for the purposes and
on the terms and conditions set forth therein, and the Commission is not obligated to pay this Bond
except from said Trust Estate.
The Bonds of the Series of Bonds of which this Bond is a part 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 (and if in part, in such order of maturity as the Commission
shall specify and within a maturity by lot or by such other method as the Trustee determines to be
fair and reasonable and in Authorized Denominations), on any date on or after June 1, 20[_], at
the principal amount of such Bonds called for redemption, plus accrued interest to the date fixed
for redemption, without premium.
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[The Bonds of the Series of Bonds of which this Bond is a part maturing on June 1, 20[_]
shall be subject to mandatory redemption prior to their stated maturity, in part, from Sinking Fund
Installments required by and as specified in the Indenture, at a redemption price equal to the
principal amount thereof, plus accrued but unpaid interest to the redemption date, without
premium, on June 1, 20[ ] and June 1, 20[ ].]
The rights and obligations of the Commission and of the holders and registered owners of
the Bonds of the Series of Bonds of which this Bond is a part 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.
This Bond is transferable or exchangeable as provided in the Indenture, only upon the Bond
Register at the Principal Office of the Trustee, by the registered owner hereof in person, or by such
owner's duly authorized attorney, upon surrender of this Bond at the Principal Office of the
Trustee, together with a written instrument of transfer satisfactory to the Trustee duly executed by
the registered owner or such owner's duly authorized attorney, and thereupon a new Bond or Bonds
of the same series, maturity, interest rate, shall be issued to the transferee in exchange therefor as
provided in the Indenture, upon payment of any charges therein prescribed.
The person in whose name this Bond is registered shall be deemed and regarded as the
absolute owner hereof for all purposes, including receiving payment of, or on account of, the
principal of and premium and interest due hereon.
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, 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, the Act and the Refunding Bond Law, and that this Bond, together with all other
indebtedness of the Commission secured by the Trust Estate, is within every debt and other limit
prescribed by the Constitution and statutes of the State of California and the Act.
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.
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IN WITNESS WHEREOF the Riverside County Transportation Commission has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of its
duly authorized representatives all as of the Issue Date set forth above.
RIVERSIDE COUNTY
TRANSPORTATION COMMISSION
By:
Chair of the Board of Commissioners
(Seal)
Countersigned:
By:
Chief Financial Officer
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[FORM OF CERTIFICATE OF AUTHENTICATION]
This Bond is one of the 2021 Series C Bonds described in the within mentioned Indenture
and was authenticated on the date set forth below.
Date of Authentication:
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By:
Authorized Officer
[DTC LEGEND]
Unless this Bond is presented by an authorized representative of The Depository Trust
Company to the issuer or its agent for registration of transfer, exchange or payment, and any Bond
issued is registered in the name of Cede & Co. or such other name as requested by an authorized
representative of The Depository Trust Company and any payment is made to Cede & Co., ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL since the registered owner hereof, Cede & Co., has an interest
herein.
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[FORM OF ASSIGNMENT]
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Please Print or Type Name and Address of Assignee)
PLEASE INSERT SOCIAL SECURITY OR OTHER
TAX IDENTIFICATION NUMBER OF ASSIGNEE
the within bond and all rights thereunder, and hereby irrevocably constitutes and appoints
to transfer the within Bond on the books kept for registration thereof with full power of
substitution in the premises
Dated:
Signature:
(Signature of Assignor)
Notice: The signature on this assignment must
correspond with the name of the Registered Owner
as it appears upon the face of the within Bond in
every particular without alteration or enlargement
or any change whatsoever.
SIGNATURE GUARANTEED:
Notice: Signature must be guaranteed by an
eligible guarantor firm.
A-6
4136-9518-1089.14
EXHIBIT B
NOTICE ADDRESSES
To the Commission:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
or
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Attention: Chief Financial Officer
Telephone: (951) 787-7141
Fax: (951) 787-7920
To the Trustee:
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Global Corporate Trust
Telephone: 213-615-6051
Fax: 213-615-6199
To the Rating Agencies:
S&P Global Ratings
55 Water Street, 38th Floor
New York, New York 10041
Telephone: 212-438-2000
Facsimile: 212-438-2157
Email: pubfin_structured@standardandpoors.com
Fitch Ratings
One State Street Plaza
New York, New York 10004
Telephone: [ ]
Facsimile: [ ]
Email: [
]
B-1
4136-9518-1089.14
SCHEDULE I — 2013-2 TIFIA SERIES REFUNDED BONDS
Riverside County Transportation Commission
Toll Revenue Subordinate Bonds, 2013 TIFIA Series
Schedule I-1
4136-9518-1089.14
ATTACHMENT 6
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable) 2021 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
BOND PURCHASE AGREEMENT
September , 2021
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
Ladies and Gentlemen:
The undersigned, BofA Securities, Inc., as representative (the "Representative"), acting on
behalf of itself and the underwriters listed in Exhibit A hereto, (collectively, the "Underwriters"), offers
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 its Toll
Revenue Senior Lien Refunding Bonds, 2021 Series A (Federally Taxable) (the "2021 Series A Senior
Bonds"), its Toll Revenue Senior Lien Refunding Bonds, 2021 Series B (the "2021 Series B Senior
Bonds" and, together with the 2021 Series A Senior Bonds, the "2021 Senior Lien Bonds"), and its
Toll Revenue Second Lien Refunding Bonds, 2021 Series C (the "2021 Series C Second Lien Bonds").
The 2021 Senior Lien Bonds and the 2021 Series C Second Lien Bonds are referred to herein
collectively as the "Series 2021 Bonds." The 2021 Series B Senior Bonds and the 2021 Series C Second
Lien Bonds are referred to herein as the "2021 Tax -Exempt Bonds."
The Series 2021 Bonds will be issued pursuant to the Master Indenture, dated as of June 1,
2013 (the "Master Indenture"), as amended and supplemented by the First Supplemental Indenture,
dated as of June 1, 2013 (the "First Supplemental Indenture"), the Second Supplemental Indenture,
dated as of June 1, 2013 (the "Second Supplemental Indenture"), the Third Supplemental Indenture,
dated as of October 1, 2021 (the "Third Supplemental Indenture"), and the Fourth Supplemental
Indenture, dated as of October 1, 2021 (the "Fourth Supplemental Indenture" and, together with the
Master Indenture, the First Supplemental Indenture, the Second Supplemental Indenture and the Third
Supplemental Indenture, the "Indenture"), by and between the Commission and U.S. Bank National
Association, as successor trustee (the "Trustee"), as the same may be amended or supplemented from
time to time in accordance with the terms of the Master 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., California time, on the date hereof, and, if not so accepted,
will be subject to withdrawal by the Underwriters upon notice from the Representative delivered to the
Commission's Executive Director or Chief Financial Officer at any time before acceptance. Upon
acceptance, and receipt by the Underwriters of the certificate of the Traffic and Revenue Consultant
(as defined herein) in the form set forth in Exhibit G and the certificate of the Express Lanes Engineer
/4819-3440-6578v18/200313-0040
(as defined herein) in the form set forth in Exhibit H, 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 Official Statement (as defined herein).
The Underwriters have designated BofA Securities, Inc. as their Representative. The
undersigned represent that they have been duly authorized by the Underwriters to execute this Purchase
Agreement.
The proceeds of the 2021 Series A Bonds will be used to (i) refund all or a portion of the
Commission's outstanding Toll Revenue Senior Lien Bonds, 2013 Series A (Current Interest
Obligations) (the "2013 Series A Senior Bonds"), (ii) fund capitalized interest with respect to the 2021
Series A Senior Bonds, (iii) make a deposit to the 2013 Bonds Reserve Account (which will secure the
2021 Series A Senior Bonds and the 2013 Series B Senior Bonds, as more particularly described in the
Official Statement), and (iv) pay certain costs of issuance of the 2021 Series A Senior Bonds, as
described herein. The proceeds of the 2021 Series B Senior Bonds will be used to (i) refund and prepay
a portion of the Commission's outstanding Toll Revenue Subordinate Bonds, 2013 TIFIA Series by
prepaying a corresponding portion of its obligations under the related TIFIA Loan Agreement
(collectively, the "TIFIA Obligations"), (ii) pay the purchase price of 2013 Series A Senior Bonds
accepted for tender for cash, if any, (iii) refund 2013 Series A Senior Bonds tendered for exchange, if
any, (iv) make a deposit to the 2021 Series B Senior Bonds Reserve Account, and (v) pay certain costs
of issuance of the 2021 Series B Senior Bonds, as described herein. The proceeds of the 2021 Series C
Second Lien Bonds will be used to (i) refund and prepay the remaining portion of the Commission's
outstanding TIFIA Obligations, (ii) make a deposit to the 2021 Series C Second Lien Obligations
Reserve Account, and (iii) pay certain costs of issuance of the 2021 Series C Second Lien Bonds, as
described herein.
In order to assist the Underwriters in complying with Rule 15c2-12 (as hereinafter defined),
the Commission will undertake, pursuant to the Indenture and a Continuing Disclosure Agreement
with Digital Assurance Certification, L.L.C. dated as of October 1, 2021 (the "Continuing Disclosure
Agreement"), to provide certain annual financial information and notices of the occurrence of certain
specified events. A description of this undertaking is set forth in, and a form of the Continuing
Disclosure Agreement is attached as Appendix F to the Preliminary Official Statement and the Official
Statement.
In connection with the refunding of the Toll Revenue Senior Lien Bonds, 2013 Series A, the
Commission and U.S. Bank National Association, as escrow agent (the "Escrow Agent"), will enter
into an Escrow Agreement, dated as of October 1, 2021 (the "2013 Series A Bonds Escrow
Agreement"). In connection with the defeasance of certain of the 2013 Series B Senior Bonds,
Commission and the Escrow Agent will enter into an Escrow Agreement, dated as of October 1, 2021
(the "2013 Series B Senior Bonds Escrow Agreement" and, together with the 2013 Series A Bonds
Escrow Agreement, the "Escrow Agreements").
The Commission has entered into a Dealer Manager Agreement, dated September , 2021
(the "Dealer Manager Agreement"), with BofA Securities, Inc. and Goldman Sachs & Co. LLC, as
dealer managers (in such capacity, the "Dealer Managers") pursuant to which the Dealer Managers
have solicited tenders for purchase or exchange of certain of the 2013 Series A Bonds, as more
particularly set forth in the Dealer Manager Agreement, the Preliminary Official Statement and the
Official Statement.
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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 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 Series 2021 Bonds. The Series 2021 Bonds shall be dated
the Closing Date. The Underwriters agree to (i) purchase the 2021 Series A Senior Bonds at the
aggregate purchase price of $ (consisting of the aggregate principal amount of the 2021
Senior Lien Bonds, less $ Underwriters' discount) (ii) and purchase the 2021 Series B Senior
Lien Bonds at the aggregate purchase price of $ (consisting of the aggregate principal
amount of the 2021 Series B Senior Lien Bonds, plus an original issue premium of $ and
less $ Underwriters' discount), and (iii) purchase the 2021 Series C Second Lien Bonds at the
aggregate purchase price of $ (consisting of the aggregate principal amount of the 2021
Series C Second Lien Bonds, plus an original issue premium of $ and less $
Underwriters' discount).
The Series 2021 Bonds mature in the years and principal amounts and bear interest at the rates,
and shall be subject to redemption, all as set forth in Exhibit B hereto and shall be substantially in the
form described in the Indenture, and shall be issued and secured under the provisions of and shall be
payable and subject to redemption as provided in the Indenture.
The Series 2021 Bonds constitute special, limited obligations of the Commission secured by
and payable solely from a first lien on, pledge of, and security interest in the Revenue, which consists
primarily of Toll Revenues of the Toll Road, subject to the provisions of the Indenture permitting the
application thereof for the purposes described therein.
In connection with the issuance of the Bonds, the Commission will enter into the following
agreements: (collectively, the "Bond Documents"):
(i) this Purchase Agreement;
(ii) the Continuing Disclosure Agreement;
(iii) the Indenture;
(iv) the Escrow Agreements;
In connection with the construction and/or operation of the RCTC 91 Express Lanes (as defined
in the Official Statement), the Commission has previously entered into the following agreements
(collectively, the "Existing Agreements"):
(i) the High Profile Project Agreement, dated June 18, 2013, among the
Federal Highway Administration, the Commission and the California Department of Transportation
("Caltrans")(the "HPPA");
(ii) the Cooperative Agreement, dated December 16, 2011, between the
Commission and the Orange County Transportation Authority (the "OCTA/RCTC Cooperative
Agreement");]
(iii) the Toll Facility Agreement, dated May 14, 2012, as amended May 1,
2018 between the Commission and Caltrans (the "Toll Facility Agreement");
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(iv) the SR -91 Express Lanes Operating Agreement, dated May 24, 2013,
as amended, including as amended by Amendment No. 5, dated July 1, 2019, by and among the
Commission, OCTA and Cofiroute USA LLC ("Cofiroute") (the "ORCOA")
(v) the Toll Services Provider Agreement, dated [January 26, 2017],
between the Commission and Kapsch Inc. ("Kapsch") (the "Toll Services Provider Agreement");
(vi) the Agreement between the Commission and Riverside County, dated
June 5, 2012 (the "Riverside County Agreement");
(vii) the Cooperative Agreement, dated November 9, 2011, between the
Commission and the City of Corona (the "Corona Cooperative Agreement"); and
(viii) the OCTA/RCTC and Cofiroute Agreement for Back Office Systems
and Customer Service Center Operations Services, dated January 28, 2020, between RCTC and
Cofiroute USA (the "Operations Services Agreement").
2. Issue Price.
(a) The Representative, on behalf of the Underwriters, agrees to assist the Commission in
establishing the issue price of the Tax -Exempt Bonds and shall execute and deliver to the Commission
at Closing an "issue price" or similar certificate, substantially in the form attached hereto as Exhibit F,
together with the supporting pricing wires or equivalent communications, with such modifications as
may be deemed appropriate or necessary, in the reasonable judgment of the Representative, the
Commission and Bond Counsel, to accurately reflect, as applicable, the sales price or prices or the
initial offering price or prices to the public of the Tax -Exempt Bonds.
(b) [Except for the Hold -the -Price Maturities (defined below),] the Commission represents
that it will treat the first price at which 10% of each maturity of the Tax -Exempt Bonds (the "10%
Test") is sold to the public as the issue price of that maturity (if different interest rates apply within a
maturity, each separate CUSIP number within that maturity will be subject to the 10% Test). Maturities
with respect to which the 10% Test has been satisfied as of the date of this Purchase Agreement are
referred to herein as "10% Test Maturities." At or promptly after the execution of this Purchase
Agreement, the Representative shall report to the Commission the price or prices at which the
Underwriters have sold to the public each maturity of the Tax -Exempt Bonds.
(c) [The Representative confirms that the Underwriters have offered the Bonds to the
public on or before the date of this Purchase Agreement at the offering price or prices (the "initial
offering price"), or at the corresponding yield or yields, set forth in Exhibit B attached hereto, except
as otherwise set forth therein. Exhibit B also sets forth, as of the date of this Purchase Agreement, the
maturities, if any, of the Tax -Exempt Bonds for which the 10% Test has not been satisfied (the "Hold -
the -Price Maturities") and for which the Commission and the Representative, on behalf of the
Underwriters, agrees that the restrictions set forth in the next sentence shall apply, which will allow
the Commission to treat the initial offering price to the public of each such maturity as of the sale date
as the issue price of that maturity (the "hold -the -offering -price rule"). So long as the hold -the -offering -
price rule remains applicable to any maturity of the Tax -Exempt Bonds, the Underwriters will neither
offer nor sell unsold Tax -Exempt Bonds of that maturity to any person at a price that is higher than the
initial offering price to the public during the period starting on the sale date and ending on the earlier
of the following:
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(1) the close of the fifth (5th) business day after the sale date; or
(2) the date on which the Underwriters have sold at least 10% of that maturity of
the Tax -Exempt Bonds to the public at a price that is no higher than the initial
offering price to the public.]
(d) The Representative confirms that:
(i) any agreement among underwriters, any selling group agreement and each
third -party distribution agreement (to which the Representative is a party) relating to the initial
sale of the Tax -Exempt Bonds to the public, together with the related pricing wires, contains
or will contain language obligating each Underwriter, each dealer who is a member of the
selling group and each broker -dealer that is a party to such third -party distribution agreement,
as applicable:
(A)(i) to report the prices at which it sells to the public the unsold Tax -Exempt
Bonds of each maturity allocated to it until either all Tax -Exempt Bonds of that maturity
allocated to it have been sold or it is notified by the Representative that the 10% Test has been
satisfied as to the Tax -Exempt Bonds of that maturity and (ii) to comply with the hold -the -
offering -price rule, if applicable, in each case if and for so long as directed by the
Representative and as set forth in the related pricing wires, and
(B) to promptly notify the Representative of any sales of Tax -Exempt Bonds
that, to its knowledge, are made to a purchaser who is a related party to an underwriter
participating in the initial sale of the Tax -Exempt Bonds to the public (each such term being
used as defined below),
(C) to acknowledge that, unless otherwise advised by the Underwriter, dealer
or broker -dealer, the Representative shall assume that each order submitted by the Underwriter,
dealer or broker -dealer is a sale to the public.
(ii) any agreement among underwriters and any selling group agreement relating
to the initial sale of the Tax -Exempt Bonds to the public, together with the related pricing wires,
contains or will contain language obligating each Underwriter that is a party to a third -party
distribution agreement to be employed in connection with the initial sale of the Tax -Exempt
Bonds to the public to require each broker -dealer that is a party to such third -party distribution
agreement to (A) report the prices at which it sells to the public the unsold Tax -Exempt Bonds
of each maturity allocated to it until either all Tax -Exempt Bonds of that maturity allocated to
it have been sold or it is notified by the Representative or such Underwriter that the 10% Test
has been satisfied as to the Tax -Exempt Bonds of that maturity and (B) comply with the hold -
the -offering -price rule, if applicable, in each case if and for so long as directed by the
Representative or the Underwriter and as set forth in the related pricing wires.
The Commission acknowledges that, in making the representations set forth in this section, the
Representative will rely on (i) the agreement of each Underwriter to comply with the requirements for
establishing issue price of the Tax -Exempt Bonds, including, but not limited to, its agreement to
comply with the hold -the -offering -price rule, if applicable to the Tax -Exempt Bonds, as set forth in an
agreement among underwriters and the related pricing wires, (ii) in the event a selling group has been
created in connection with the initial sale of the Tax -Exempt Bonds to the public, the agreement of
each dealer who is a member of the selling group to comply with the requirements for establishing
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issue price of the Tax -Exempt Bonds, including, but not limited to, its agreement to comply with the
hold -the -offering -price rule, if applicable to the Tax -Exempt Bonds, as set forth in a selling group
agreement and the related pricing wires, and (iii) in the event that an Underwriter or dealer who is a
member of the selling group is a party to a third -party distribution agreement that was employed in
connection with the initial sale of the Tax -Exempt Bonds to the public, the agreement of each broker -
dealer that is a party to such agreement to comply with the requirements for establishing issue price of
the Tax -Exempt Bonds, including, but not limited to, its agreement to comply with the hold -the -
offering -price rule, if applicable, as set forth in the third -party distribution agreement and the related
pricing wires, and if applicable, certificates in the form attached hereto as Schedule C to Exhibit F
executed by such Underwriter. The Commission further acknowledges that each Underwriter shall be
solely liable for its failure to comply with its agreement to comply with its agreement regarding the
requirements for establishing issue price of the Tax -Exempt Bonds, including, but not limited to, its
agreement to comply with the hold -the -offering -price rule, if applicable to the Tax -Exempt Bonds, and
that no Underwriter shall be liable for the failure of any other Underwriter, or of any dealer who is a
member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement,
to comply with its corresponding agreement to comply with the requirements for establishing issue
price of the Tax -Exempt Bonds, including, but not limited to, its agreement to comply with the hold -
the -offering -price rule, if applicable to the Tax -Exempt Bonds.
(e) The Underwriters acknowledge that sales of any Tax -Exempt Bonds to any person that
is a related party to an underwriter participating in the initial sale of the Tax -Exempt Bonds to the
public (each such term being used as defined below) shall not constitute sales to the public for purposes
of this section. Further, for purposes of this section:
(i)
"public" means any person other than an underwriter or a related party to an
underwriter,
(ii) "underwriter" means (A) any person that agrees pursuant to a written contract
with the Commission (or with the lead underwriter to form an underwriting
syndicate) to participate in the initial sale of the Tax -Exempt Bonds to the
public and (B) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (A) to participate in the initial sale
of the Tax -Exempt Bonds to the public (including a member of a selling group
or a party to a third -party distribution agreement participating in the initial sale
of the Tax -Exempt Bonds to the public),
(iii) a purchaser of any of the Tax -Exempt Bonds is a "related party" to an
underwriter if the underwriter and the purchaser are subject, directly or
indirectly, to (i) more than 50% common ownership of the voting power or the
total value of their stock, if both entities are corporations (including direct
ownership by one corporation of another), (ii) more than 50% common
ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (iii)
more than 50% common ownership of the value of the outstanding stock of the
corporation or the capital interests or profit interests of the partnership, as
applicable, if one entity is a corporation and the other entity is a partnership
(including direct ownership of the applicable stock or interests by one entity of
the other), and
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(iv) "sale date" means the date of execution of this Purchase Agreement by all
parties.
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
September _, 2021, relating to the Series 2021 Bonds (the "Preliminary Official Statement"). The
Commission ratifies, confirms and approves the use and distribution by the Underwriters of the
Preliminary Official Statement, in connection with the sale of the Series 2021 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 any event not less than two
days prior to the date of Closing (as defined below), 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 be in the form of the Preliminary Official
Statement with only those changes necessary to reflect information permitted to be omitted by
paragraph (b)(1) of Rule 15c2-12, and such other amendments or supplements as shall have been
approved by the Commission and the Underwriters and such additional conformed copies thereof (in
"designated electronic format," as defined in MSRB Rule G-32) as the Underwriters may reasonably
request in sufficient quantities to comply with Rule 15c2-12 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
Series 2021 Bonds on a timely basis, (2) disseminate to the Underwriters copies of the final Official
Statement, including any supplements prepared by the Commission, and (3) promptly file a copy of
the final Official Statement, including any supplements prepared by the Commission, with the
Municipal Securities Rulemaking Board.
4. The Closing. At 9:00 a.m., California time, on October _, 2021, or at such other time
or on such other date as the Commission and the Representative may agree (the "Closing Date"), the
Commission, following the receipt by the Trustee of the purchase price from the Underwriters, shall
deliver, or cause to be delivered, the Series 2021 Bonds in book -entry form through the Trustee via the
F.A.S.T. delivery book -entry system of The Depository Trust Company ("DTC") to the Underwriters.
The Representative, on behalf of the Underwriters, will pay the aggregate purchase price set forth in
paragraph 1 hereof, in immediately available funds to or on the order of the Commission and accept
such delivery. Concurrently with the delivery of the Series 2021 Bonds to the Underwriters, the
Commission will deliver the documents hereinafter mentioned at the offices of Orrick, Herrington &
Sutcliffe LLP, San Francisco, California ("Bond Counsel") or another place to be mutually agreed
upon by the Commission and the Representative. This payment for and delivery of the Series 2021
Bonds, together with the delivery of the aforementioned documents, is herein called the "Closing."
5. Representations, Warranties and Covenants. 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 Series 2021 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
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authority to cause the execution, sale and delivery of the Series 2021 Bonds, to execute, deliver and
perform its obligations under the Bond Documents and the Existing Agreements, and to carry out and
consummate all other transactions contemplated by each of the aforesaid and to execute and deliver
the Official Statement;
(b) (i) the Preliminary Official Statement, excluding therefrom the information
under the caption "UNDERWRITING" and information concerning DTC, Cede & Co., Clearstream
and Euroclear and the book -entry system and global clearing system and information permitted to be
omitted from the Preliminary Official Statement under Rule 15c2-12 (collectively, the "POS Excluded
Information") as to which no representation or warranties are made did not as of its date 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 the light of the circumstances under which they were made, not misleading;
and (ii) the Preliminary Official Statement, excluding therefrom the POS Excluded Information does
not as of the date of this Purchase Agreement 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 the light of the
circumstances under which they were made, not misleading;
(c) the Official Statement (excluding therefrom the information under the caption
"UNDERWRITING," reoffering prices and yields and information concerning DTC, Cede & Co.,
Clearstream and Euroclear and the book -entry system and global clearing system (the "OS Excluded
Information") as to which no representations or warranties are made), in the form delivered to the
Underwriters, does not, as of the date hereof, and will not at the time of Closing (if supplemented or
amended prior to the Closing, then as so supplemented or amended), 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 the light of the circumstances under which they were made, not misleading;
(d) the Series 2021 Bonds, the Indenture, and the Bond Documents conform in all
material respects to the descriptions thereof contained in the Official Statement;
(e) when delivered to and paid for by the Underwriters on the Closing Date in
accordance with the provisions of this Purchase Agreement, the Series 2021 Bonds will have been duly
authorized, executed and delivered and will constitute valid and binding limited obligations of the
Commission in conformity with and entitled to the benefit and security of the Indenture, except as
enforcement of such obligations may be limited by bankruptcy, insolvency, reorganization,
moratorium or similar laws or equitable principles relating to or limiting creditors rights generally, the
application of equitable principles, the exercise of judicial discretion and the limitations on legal
remedies against public entities in the State of California;
(f) the Commission, by all necessary official action prior to or concurrently with
the acceptance hereof, has duly authorized the execution and delivery of the Bond Documents and the
Official Statement, and the Bond Documents, when executed and delivered, assuming due
authorization, 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, the exercise of judicial discretion
and the limitations on legal remedies against public entities in the State;
(g) the Commission is not in breach of or default under any applicable law or
administrative regulation of the State of California or the United States of America or any applicable
judgment, decree, resolution, contract or other instrument or any agreement to which the Commission
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is a party or is otherwise subject the breach of which would materially affect its ability to perform its
obligations under the Bond Documents and the Existing Agreements, and the execution and delivery
of the Series 2021 Bonds and the Bond Documents and compliance with the provisions thereof will
not in any material respect conflict with or constitute a material breach of or default under any
applicable law, regulation, decree, writ, order or injunction or any agreement, resolution, contract or
other instrument or any agreement to which the Commission is subject and which is material to the
Commission's ability to perform its obligations under the Bond 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;
(h) at the Closing, the Commission will be in compliance in all respects with the
covenants and agreements contained in the Bond Documents and the Existing Agreements, 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;
(i) no action, suit, proceeding, inquiry or investigation at law or in equity before
or by any court, government agency, public board or body of competent jurisdiction, is pending or, to
the best of the Commission's knowledge, threatened against the Commission: (i) in any way affecting
the existence of the Commission or in any way challenging the respective powers of the several offices
or the titles of the officials of the Commission to such offices; or (ii) affecting or seeking to prohibit,
restrain or enjoin the issuance, sale or delivery of any of the Series 2021 Bonds, the application of the
proceeds of the sale of the Series 2021 Bonds, the levy or collection of tolls on the Toll Road (as
defined in the Indenture), or in any way contesting or affecting, as to the Commission, the validity or
enforceability of the Act, Resolution No. 21-015 of the Commission adopted on September 15, 2021
(the "Resolution"), the Series 2021 Bonds, the Bond Documents or the Existing Agreements or
contesting the powers of the Commission or its authority with respect to issuance or delivery of the
Series 2021 Bonds or the execution and delivery of the Bond Documents or contesting the power or
authority to operate the RCTC 91 Express Lanes and to fix, impose and collect tolls on the Toll Road
(as defined in the Indenture) or contesting the completeness or accuracy of the Preliminary Official
Statement or the Official Statement, or in any way contesting or challenging the consummation of the
transactions contemplated hereby or thereby or which might materially adversely affect the ability of
the Commission to perform and satisfy its obligations under the Bond Documents, the Series 2021
Bonds or the Existing Agreements; nor to the best of the Commission's knowledge is there any basis
for any such action, suit, proceeding, inquiry or investigation, wherein an unfavorable decision, ruling
or finding would materially adversely affect the Act, the Bond Documents, the Existing Agreements
or the performance by the Commission of its obligations thereunder, or the authorization, execution,
delivery or performance by the Commission of the Series 2021 Bonds, the Bond Documents or the
Existing Agreements;
(j) under the laws of the State of California, the authority of the Commission to
determine, fix, impose and collect tolls on the Toll Road (as defined in the Indenture) is not subject to
the regulatory jurisdiction of any local, regional, State, or federal regulatory authority, and the
Commission has no actual knowledge of any legislation proposed or pending to regulate such tolls;
(k) 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 reasonably request in order (i) to qualify the Series 2021 Bonds for offer and sale
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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 Series 2021
Bonds for investment under the laws of such states and other jurisdictions, and will continue to take
such action so long as required for distribution of the Series 2021 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;
(1) all approvals, consents and orders of any governmental authority or agency
having jurisdiction in the matters which would constitute a condition precedent to execution by the
Commission of the Bond Documents and to the issuance of the Series 2021 Bonds have been duly
obtained or made, and are, and will be on the date of Closing, in full force and effect; and the
Commission is not aware of any legal or technical impediments to the timely issuance of 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 Bond Documents and to the operation of the RCTC 91 Express Lanes in a timely manner;
(m) if, subsequent to the date hereof, and prior to the Closing, an event occurs, or
information becomes known, affecting the Commission which might cause the information in the
Official Statement, as then supplemented or amended, to contain an untrue statement of material fact
or omit to state a material fact necessary to make the statements made therein, in the light of
circumstances under which they were made, not misleading, the Commission shall notify the
Representative thereof, and if in the mutual opinion of the Commission and the Representative 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 Representative;
(n) for a period of 25 days subsequent to the Closing Date (the "Delivery Period"),
if an event occurs which might or would cause the Official Statement, as then supplemented or
amended, to contain any untrue statement of a material fact, or omit to state any material 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 Representative thereof and if, in the opinion of
the Representative, 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 for 25 days from the date of the Closing), as many copies 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 Representative may
from time to time reasonably request;
(o) if the Official Statement is amended or supplemented pursuant to paragraph
5(n) 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 Official Statement as so supplemented or amended (excluding
therefrom the OS Excluded Information, as to which no representations or warranties are made) will
not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading;
(p) between the date of this Purchase Agreement and the date of Closing, the
Commission will not, without the prior written consent of the Representative, except as disclosed in
the Preliminary Official Statement and the Official Statement and except in the course of normal
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business operations of the Commission, offer or issue any bonds, notes or other obligations for
borrowed money, or incur any material liabilities, direct or contingent;
(q) during the last five years, the Commission has not failed to comply in all
material respects with any previous undertaking relating to continuing disclosure of information
pursuant to Rule 15c2-12;
(r) the Commission has not received notice of any material default on the part of
the Commission from any of the counterparties to the Existing Agreements;
(s) the financial statements of the RCTC 91 Express Lanes Fund as of June 30,
2020 fairly represent the revenues, expenditures, assets, liabilities and fund balances of such amounts
and, insofar as presented, other funds of the Commission as of the dates and for the periods therein set
forth. Except as disclosed in the Official Statement, there has not been any materially adverse change
in the financial condition of the RCTC 91 Express Lanes Fund or in the operations of the RCTC 91
Express Lanes since June 30, 2020 and there has been no occurrence, circumstance or combination
thereof which is reasonably expected to result in any such materially adverse change;
(t) all of the representations and warranties of the Commission as are set forth by
it in the Dealer Manager Agreement (or incorporated by reference into the Dealer Manager
Agreement), which representations and warranties, as well as the related defined terms contained
therein, are hereby incorporated herein by reference for the benefit of the Underwriters with the same
effect as if each and every such representation and warranty and defined term were set forth herein in
its entirety, are true and correct in all material respects (no amendment to such representations and
warranties or defined terms made pursuant to the Dealer Manager Agreement shall be effective to
amend such representations and warranties and defined terms as incorporated by reference herein
without the prior written consent of the Underwriters; and
(u) any certificates executed by any officer of the Commission and delivered to the
Underwriters pursuant hereto shall be deemed a representation and warranty of the Issuer as to the
accuracy of the statements therein made.
6. The Representative, on behalf of themselves and the Underwriters, has entered 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 Series 2021 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 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 Bond Documents shall have been duly authorized,
executed and delivered and simultaneously with Closing the Series 2021 Bonds 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 Representative has given their written consent;
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(b) At the time of Closing, all official action of the Commission relating to the
Bond Documents required prior to or concurrently with the delivery of the Series 2021 Bonds, shall be
in full force and effect and shall not have been amended, modified, supplemented or repealed in any
material respect, and all of the representations of the Commission contained in this Purchase
Agreement shall be true and correct as if made at the time of Closing;
(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 bonds, notes or other obligations;
(d) As of the date hereof and at Closing, trading of securities in general shall not
have been suspended on any national securities exchange; nor shall any proceeding be pending or
threatened by the Securities and Exchange Commission against the Commission;
(e) Subsequent to the date hereof, up to and including the Closing, there shall not
have occurred any change in or particularly affecting the Commission, the Act, the RCTC 91 Express
Lanes, the Series 2021 Bonds or the Bond Documents as the foregoing matters are described in the
Official Statement, which in the reasonable professional judgment of the Underwriters materially
impairs the investment quality of the Series 2021 Bonds;
(f) 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 Bond Documents, as amended to the
date of Closing, to be performed at or prior to the Closing;
(g) At or prior to the Closing, the Underwriters shall receive, among other items,
the following, in each case reasonably satisfactory in form and substance to the Representative and
Underwriters' Counsel:
(i)
of the Series 2021 Bonds;
Executed copies of each of the Bond Documents and specimen copies
(ii) The approving opinion of Bond Counsel, substantially in the form
attached to the Preliminary Official Statement and the Official Statement as Appendix E;
(iii) A supplemental opinion of Bond Counsel, addressed to the
Underwriters and the Dealer Managers, stating the Underwriters and Dealer Managers 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 "THE 2021 BONDS," "SECURITY AND SOURCES OF PAYMENT FOR THE
2021 BONDS," "TAX MATTERS," "APPENDIX D — SUMMARY OF CERTAIN PROVISIONS
OF THE INDENTURE" and "APPENDIX E — PROPOSED FORM OF BOND COUNSEL
OPINION" insofar as such information purports to summarize certain provisions of the Indenture and
such counsel's opinion relating to the tax exemption of interest on the Series 2021 Bonds, are accurate
in all material respects; and
(B) The Series 2021 Bonds are not subject to the registration
requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification
pursuant to the Trust Indenture Act of 1939, as amended;
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(iv) The opinion of Norton Rose Fulbright US LLP ("Disclosure Counsel")
addressed to the Underwriters and the Dealer Managers, to the effect that while they have not
independently verified the accuracy or fairness of the statements and representations set forth in the
Official Statement or referred to therein or the financial statements and the appendices thereto, as a
result of their participation in the preparation of the Tender/Exchange Documents (as defined in the
Dealer Manager Agreement), the Preliminary Official Statement and the Official Statement and their
review of certain documents referred to therein: (I) no facts have come to the attention of the personnel
in the firm directly involved in rendering legal advice and assistance in connection therewith which
gives them cause to believe that the Tender/Exchange Documents or the Preliminary Official Statement
(except for information permitted to be excluded therefrom pursuant to Rule 15c2-12, the financial
statements and other financial and statistical data included therein, forecasts, projections, estimates,
assumptions and expressions of opinion, statements relating to information under the caption
"INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS
OUTSIDE THE UNITED STATES," statements relating to DTC, Cede & Co., Clearstream and
Euroclear and the book -entry system and global clearing system and statements contained in in
Appendices A, B, C and G thereto, as to which no view need to be expressed) as of their date contained,
or as of the date hereof contain, any untrue statement of a material fact or omitted 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; and (II) no facts have come to the attention of the
personnel in the firm directly involved in rendering legal advice and assistance in connection therewith
which gives them cause to believe that the Tender/Exchange Documents or the Official Statement
(except for the financial statements and other financial and statistical data included therein, forecasts,
projections, estimates, assumptions and expressions of opinion, information under the caption
"INFORMATION CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS
OUTSIDE THE UNITED STATES," statements relating to DTC, Cede & Co., Clearstream and
Euroclear and the book -entry system and global clearing system and statements contained in in
Appendices A, B, C and G thereto, as to which no view need to be expressed), as of their date contained,
or as of the Closing Date contain, any untrue statement of a material fact or omitted 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;
(v) An opinion, dated the date of the Closing and addressed to the Trustee,
the Underwriters and the Dealer Managers, of Best, Best & Krieger LLP, General Counsel to the
Commission, in substantially the form attached hereto as Exhibit C;
(vi) a certificate or certificates, dated the Closing Date, signed by a duly
authorized official of the Commission to the effect that, to the best of such official's knowledge, (i) the
representations and warranties of the Commission contained in this Purchase Agreement are true and
correct on and as of the Closing Date with the same effect as if made on the Closing Date; (ii) no event
affecting the Commission has occurred since the date of the Official Statement which has the effect of
causing the Official Statement (excluding the OS Excluded Information) to contain any untrue
statement of a material fact or to omit to state a material fact necessary in order to make the statements
and information therein, in light of the circumstances under which they were made, not misleading;
(iii) the Commission has, and at the time of the Closing will have, full legal right, power and authority
(A) to adopt the Resolution, (B) to sell and deliver the Series 2021 Bonds to the Underwriters pursuant
to the Constitution and laws of the State, (C) to issue the Series 2021 Bonds, (D) to pledge the Toll
Revenues to the payment of the Series 2021 Bonds and (E) to carry out and to consummate the
transactions contemplated by, and to perform all of its obligations under, the Resolution, the Bond
Documents, the Series 2021 Bonds and the Official Statement; (iv) the Commission has (A) duly
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authorized and approved the Official Statement, (B) duly authorized and approved the execution and
delivery of, and performance by the Commission of its obligations under, the Series 2021 Bonds and
the Bond Documents, (C) duly adopted the Bond Resolution and (D) duly authorized and approved the
use of the proceeds of the sale of the Series 2021 Bonds, as contemplated by the Official Statement;
(v) at or prior to the time and date of the Closing, the Series 2021 Bonds will have been duly executed
and delivered by the Commission, and each of them and the Bond Documents will constitute legal,
valid and binding obligations of the Commission enforceable against the Commission in accordance
with their respective terms, except to the extent that the enforceability may be limited by bankruptcy,
insolvency, arrangement, moratorium or other laws affecting the rights of creditors generally, equitable
remedies, judicial discretion and the limitations on legal remedies against local transportation
authorities in the State; (vi) the Resolution, the Bond Documents and the Series 2021 Bonds conform
in all material respects to the descriptions thereof in the Preliminary Official Statement and the Official
Statement; (vii) the financial data relating to the RCTC 91 Express Lanes and the financial statements
of the RCTC 91 Express Lanes Fund contained in the Preliminary Official Statement and the Official
Statement present fairly the financial condition and results of the operation of the RCTC 91 Express
Lanes at the dates and for the periods therein specified and such financial data relating to the RCTC
91 Express Lanes and the financial statements of the RCTC 91 Express Lanes Fund contained in the
Preliminary Official Statement and the Official Statement are presented in conformity with generally
accepted accounting principles applied on a basis substantially consistent with that of the audited
financial statements of the RCTC 91 Express Lanes Fund except as otherwise specifically noted in the
Preliminary Official Statement and the Official Statement; (viii) no litigation of any nature is now
pending or, to the best of the Commission's knowledge, threatened against the Commission in any
court or before any governmental agency of competent jurisdiction: (A) restraining or enjoining, or
seeking to restrain or enjoin, the issuance, sale, execution or delivery of the Series 2021 Bonds; or
(B) in any way contesting or affecting (1) the validity or enforceability of the Series 2021 Bonds, or
(2) any proceedings of or on behalf of the Commission taken with respect to the issuance or sale of the
Series 2021 Bonds, or (3) adoption of the Resolution or the execution and delivery of the Bond
Documents, or (4) the authority of the Commission to establish, impose and collect tolls on the Toll
Road (as defined in the Indenture), or (5) the pledge of Revenues effected by the Indenture, as
described in the Preliminary Official Statement and the Official Statement, or (6) the proceedings
authorizing and approving the levy or collection of tolls on the Toll Road (as defined in the Indenture),
or (7) the existence or powers of the Commission; or (C) in any manner questioning (1) the
proceedings or authority for the issuance of the Series 2021 Bonds, or (2) any provision made or
authorized for the payment of the Series 2021 Bonds, or (3) the existence or operations of the
Commission, or (4) the power of the Commission to issue the Series 2021 Bonds, or (5) the power of
the Commission to undertake any other transactions necessary in connection with this proposed
financing; or (D) which would have a material adverse effect upon the operations of the Commission
relating to the Series 2021 Bonds or to the contemplated use of the proceeds thereof; (ix) none of the
Commission's proceedings or authority for the issuance, sale, execution and delivery of the Series
2021 Bonds, or the adoption of the Resolution as described in the Preliminary Official Statement and
the Official Statement has been repealed, modified, amended, revoked or rescinded; (x) no approval,
permit, consent or authorization of any governmental or public agency, authority or person having
jurisdiction over the Commission not already obtained and no proceedings not already had are required
in connection with the issuance and sale of the Series 2021 Bonds or the application of the proceeds of
the sale thereof, or, except as described in the Preliminary Official Statement and the Official
Statement, the performance by the Commission of its obligations under the Bond Documents and the
Series 2021 Bonds; (xi) there is no material adverse change in the condition or affairs of the
Commission that would make it unreasonable for the Underwriters or other purchasers of the Series
2021 Bonds to rely upon the Official Statement in connection with the resale of the Series 2021 Bonds,
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and the Underwriters are hereby authorized to distribute copies of the Official Statement in connection
with the resale of the Series 2021 Bonds; and (xii) the Commission has complied with all the
agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to the date
of issuance of the Series 2021 Bonds with respect to the issuance of the Series 2021 Bonds;
(vii) A certificate, dated the Closing Date, signed by a duly authorized
official of the Trustee, that:
(A) the Trustee is a national banking association organized and
existing under and by virtue of the laws of the United States of America, having the full power and
being qualified to enter into the Indenture and the Escrow Agreements and perform its duties under the
Indenture and the Escrow Agreements (together, the "Trustee Documents");
(B) the Trustee is duly authorized to enter into the Indenture and
the Escrow Agreements and the Trustee has duly executed and delivered the Indenture and the Escrow
Agreements;
(C) the execution and delivery of the Indenture and compliance
with the provisions on the Trustee's part contained in the Trustee Documents, will not conflict with or
constitute a breach of or default under any law, administrative regulation, judgment, decree, material
agreement or material instrument to which Trustee is a party or is otherwise subject (except that no
representation, warranty or agreement is made with respect to any federal or state securities or blue
sky laws or regulations), nor will any such execution, delivery, adoption or 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 held by the Trustee pursuant to the Indenture under the
terms of any such law, administrative regulation, judgment, decree, material agreement or material
instrument, except as provided by the Trustee Documents;
(D) to the knowledge of the Trustee, it has not been served with any
action; suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
governmental agency, public board or body, nor is any such action or other proceeding threatened
against the Trustee, as such but not in its individual capacity, affecting the existence of the Trustee, or
the titles of its officers to their respective offices or seeking to prohibit, restrain or enjoin the collection
of Toll Revenues to be applied to pay the principal, premium, if any, and interest on the Series 2021
Bonds, or the pledge thereof, or in any way contesting or affecting the validity or enforceability of the
Indenture or the Escrow Agreements against the Trustee, or contesting the powers of the Trustee or its
authority to enter into, adopt or perform its obligations under any of the foregoing, wherein an
unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability
of the Indenture or the Escrow Agreements; and
(E) the Trustee will apply the proceeds from the Series 2021 Bonds
as provided in the Indenture;
(viii) an opinion of counsel to the Trustee, addressed to the Underwriters, in
form and substance satisfactory to the Representative, to the effect that the Trustee is a national banking
association with due power and authority to execute the Indenture and the Escrow Agreements, that
the Trustee has duly authenticated the Series 2021 Bonds and that the Indenture and the Escrow
Agreements are in effect and are valid and binding upon the Trustee;
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(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 Series 2021 Bonds;
(xi) certified copies of the resolution or resolutions of the Commission
authorizing the execution and delivery of the Bond Documents;
(xii) a true and correct copy of the Dealer Manager Agreement;
(xiii) evidence that the TIFIA Obligations have been paid in full;
(xiv) the opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, counsel to the Underwriters, dated the date of the Closing and addressed to the
Underwriters, in form and substance satisfactory to the Representative;
(xv) a copy of the Blue Sky Memorandum with respect to the Series 2021
Bonds, prepared by Underwriters' Counsel;
(xvi) a copy of the Verification Report of Causey Demgen & Moore P.C.;
(xvii) evidence that the Refunded 2013 Series A Bonds [and refunded series
2013 Series B Bonds] have been defeased
(xviii) A tax certificate relating to the 2021 Tax -Exempt Bonds in form
satisfactory to Bond Counsel and the Representative;
(xix) A copy of the Notices of Sale required to be delivered to the California
Debt Investment and Advisory Commission pursuant to Sections 8855(g) and 53583 of the California
Government Code;
(xx) Evidence that any ratings on the Series 2021 Bonds described in the
Preliminary Official Statement and the Official Statement are in full force and effect as of the date of
the Closing;
(xxi) A copy of the RCTC 91 Express Lanes Investment Grade Updated
Study — Investment Grade Study Refresh 2018," dated November 27, 2018, of Stantec Consulting
Services Inc. (the "Traffic and Revenue Consultant")as supplemented by Stantec's Supplemental
Letter dated [August] _, 2021 (together, the "Updated Study"), as set forth in Appendix B to the
Official Statement;
(xxii) A certificate of the Traffic and Revenue Consultant, executed by an
authorized signatory of the Traffic and Revenue Consultant and dated the Closing Date, in the form
set forth in Exhibit I;
(xxiii) A copy of the Engineer's Technical Report ("Technical Report") of
Parsons Transportation Group Inc. (the "Express Lanes Engineer"), as set forth in Appendix C to the
Official Statement;
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(xxiv) A certificate of the Express Lanes Engineer, executed by an authorized
signatory of the Express Lanes Engineer and dated the Closing Date, in the form set forth in Exhibit J;
(xxv) A certificate of Cofiroute, executed by a duly authorized official of
Cofiroute, to the effect that, to the best of such official's knowledge:
(A) Cofiroute has full legal right, power and authority to execute
and enter into the ORCOA and the Operations Services Agreement, and to carry out and to consummate
the transactions contemplated by, and to perform all of its obligations thereunder;
(B) Cofiroute has duly authorized and approved the execution and
delivery of, and performance by Cofiroute of its obligations under the ORCOA and the Operations
Services Agreement;
(C) the ORCOA and the Operations Services Agreement have been
duly executed and delivered by Cofiroute, and constitute the legal, valid and binding obligation of
Cofiroute enforceable against Cofiroute in accordance with their terms, except to the extent that the
enforceability may be limited by bankruptcy, insolvency, arrangement, moratorium or other laws
affecting the rights of creditors generally, equitable remedies and judicial discretion;
(D) no litigation of any nature is now pending or, to the best of
Cofiroute's knowledge, threatened in any court or before any governmental agency of competent
jurisdiction restraining or enjoining, or seeking to restrain or enjoin execution or delivery of the
ORCOA or the Operations Services Agreement or in any way contesting or affecting the validity or
enforceability of the ORCOA or the Operations Services Agreement;
(E) no approval, permit, consent or authorization of any
governmental or public agency, authority or person having jurisdiction over Cofiroute not already
obtained and no proceedings not already had are required in connection with the execution and delivery
of the ORCOA or the Operations Services Agreement, or the performance by Cofiroute of its
obligations under the ORCOA or the Operations Services Agreement; and
(F) Cofiroute is not aware of the existence of any event of default
under the ORCOA or the Operations Services Agreement, or the occurrence of any event which by
notice, the passage of time or otherwise would constitute any such event of default;
(xxvi) An opinion of counsel to Cofiroute, addressed to the Commission and
the Representative, in substantially the form set forth in Exhibit D hereto;
(xxvii) A certificate of Kapsch, executed by a duly authorized official of
Kapsch, to the effect that, to the best of such official's knowledge:
(A) Kapsch has full legal right, power and authority to execute and
enter into the Toll Services Provider Agreement, and to carry out and to consummate the transactions
contemplated by, and to perform all of its obligations thereunder;
(B) Kapsch has duly authorized and approved the execution and
delivery of, and performance by Kapsch of its obligations under the Toll Services Provider Agreement;
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(C) the Toll Services Provider Agreement has been duly executed
and delivered by Kapsch, and constitutes the legal, valid and binding obligation of Kapsch enforceable
against Kapsch in accordance with its terms, except to the extent that the enforceability may be limited
by bankruptcy, insolvency, arrangement, moratorium or other laws affecting the rights of creditors
generally, equitable remedies and judicial discretion;
(D) no litigation of any nature is now pending or, to the best of
Kapsch's knowledge, threatened in any court or before any governmental agency of competent
jurisdiction restraining or enjoining, or seeking to restrain or enjoin execution or delivery of the Toll
Services Provider Agreement or in any way contesting or affecting the validity or enforceability of the
Toll Services Provider Agreement;
(E) no approval, permit, consent or authorization of any
governmental or public agency, authority or person having jurisdiction over Kapsch not already
obtained and no proceedings not already had are required in connection with the execution and delivery
of the Toll Services Provider Agreement, or the performance by Kapsch of its obligations under the
Toll Services Provider Agreement and
(F) Kapsch is not aware of the existence of any event of default
under the Toll Services Provider Agreement, or the occurrence of any event which by notice, the
passage of time or otherwise would constitute any such event of default;
(xxviii) An opinion of counsel to Kapsch, addressed to the Commission and the
Representative, in substantially the form set forth in Exhibit E hereto
(xxix) A copy of the Blanket Letter of Representation to DTC relating to the
Series 2021 Bonds signed by DTC and the Commission;
(xxx) An executed copy of the Continuing Disclosure Agreement;
(xxxi) A copy of the report of Causey Demgen & Moore P.C., as to the
accuracy of certain mathematical computations in connection with the refunding of the Toll Revenue
Senior Lien Bonds, 2013 Series A; and
(xxxii) Such additional certificates, legal opinions of Bond Counsel,
Disclosure Counsel or other counsel and such other instruments or documents as Underwriters'
Counsel, Disclosure Counsel 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.
7. 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 (each such
person, an "Indemnified Party") against any and all losses, claims, damages, liabilities and expenses
arising out of any untrue statement of a material fact contained in the Preliminary Official Statement
(other than of the POS Excluded Information) or the Official Statement (other than of the OS Excluded
Information) or the omission to state in the Preliminary Official Statement (other than omissions in the
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POS Excluded Information) or the Official Statement (other than omissions in the OS Excluded
Information) a material fact necessary to make the statements therein relating to the Commission, in
the light of the circumstances under which they were made, not misleading.
The Commission shall not be liable for any settlement of any such action effected without its
consent by any Indemnified Party, which consent shall not be unreasonably withheld, but if settled
with the consent of the Commission or if there be a final judgment for the plaintiff in any such action
against the Commission or any Indemnified Party, the Commission agrees to indemnify and hold
harmless such Indemnified Party to the extent provided herein.
In case any claim shall be made or action brought against an Indemnified Party 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 Indemnified Party 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 Indemnified Party
and one or more legal defenses may be available to it 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 liability in connection with false
statements and information in the Preliminary Official Statement and the Official Statement furnished
to the Commission in writing by such Underwriter for inclusion in the Preliminary Official Statement
and the Official Statement. The Commission acknowledges that the only information provided by the
Underwriters for inclusion in the Preliminary Official Statement was the information contained under
the caption "UNDERWRITING" and the only information provided by the Underwriters for inclusion
in the Official Statement was the principal amount, interest rates, prices and yields and redemption
prices set forth on the inside cover of the Official Statement and the information contained under the
caption "UNDERWRITING".
8. The Underwriters shall have the right to cancel their obligation hereunder to purchase
the Series 2021 Bonds (and such cancellation shall not constitute a default hereunder by the
Underwriters) by the Representative notifying you in writing of its election to do so between the date
hereof and the Closing, if at any time hereafter and prior to the Closing:
(i) any event occurring, or information becoming known that, in the
reasonable judgment of the Representative, makes untrue any statement of a material fact contained in
the Official Statement or results in an omission of a material fact necessary to make the statements
made therein, in the light of the circumstances under which they were made, not misleading; or
(ii) an amendment to the Constitution of the United States of America or
by any legislation in or by the Congress of the United States of America or by the State of California,
or the amendment of legislation pending as of the date of this Purchase Agreement in the Congress of
the United States of America, or the recommendation to Congress or endorsement for passage (by press
release, other form of notice or otherwise) of legislation by the President of the United States of
America, the Treasury Department of the United States of America, the Internal Revenue Service or
the Chairman or ranking minority member of the Committee on Finance of the United States Senate
or the Committee on Ways and Means of the United States House of Representatives, or the proposal
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for consideration of legislation by either such Committee or by any member thereof, or the presentment
of legislation for consideration as an option by either such Committee, or by the staff of the Joint
Committee on Taxation of the Congress of the United States of America, or the favorable reporting for
passage of legislation to either House of the Congress of the United States of America by a Committee
of such House to which such legislation has been referred for consideration, or any decision of any
federal or State of California court or any ruling or regulation (final, temporary or proposed) or official
statement on behalf of the United States Treasury Department, the Internal Revenue Service or other
federal or State of California authority materially adversely affecting, in the reasonable judgment of
the Representative, the federal or State of California tax status of the Commission, or the status of the
interest on bonds or notes or obligations of the general character of the 2021 Tax -Exempt Bonds; or
(iii) any legislation, ordinance, rule or regulation shall be introduced in, or
be enacted by any governmental body, depai tiiient or agency of the State of California, or a decision
by any court of competent jurisdiction within the State of California or any court of the United States
of America shall be rendered which, in the reasonable opinion of the Representative, materially
adversely affects the market price or marketability of the Series 2021 Bonds; or
(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, or a stop order,
ruling, regulation or official statement by, or on behalf of, the Securities and 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, offering or sale of obligations of the general character of the
Series 2021 Bonds, or the execution, delivery, offering or sale of the Series 2021 Bonds, including all
underlying obligations, as contemplated hereby or by the Official Statement, is in violation or would
be in violation of, or that obligations of the general character of the Series 2021 Bonds, or the Series
2021 Bonds, are not exempt from registration under, any provision of the federal securities laws,
including the Securities Act of 1933, as amended and as then in effect, or that the Indenture needs to
be qualified under the Trust Indenture Act of 1939, as amended and as then in effect; or
(v) the imposition by the New York Stock Exchange or other national
securities exchange or any governmental authority or any material restrictions not now in force with
respect to the Series 2021 Bonds or obligations of the general character of the Series 2021 Bonds or
securities generally or the material increase of any such restrictions now in force, including those
relating to the extension of credit by or the charge to the net capital requirements of, the Underwriters,
which, in the reasonable opinion of the Representative, materially adversely affects the market price
or marketability of the Series 2021 Bonds; or
(vi) the declaration of a general banking moratorium by federal, New York
or California authorities or a major financial crisis or a material disruption in commercial banking or
securities settlement or clearances services shall have occurred, or the general suspension of trading or
minimum or maximum prices for trading shall have been fixed and be in force or maximum ranges or
prices for securities shall have been required and be in force on the New York Stock Exchange on any
national securities exchange by a determination by that exchange or by order of the Securities and
Exchange Commission or any other governmental agency having jurisdiction, which, in the reasonable
opinion of the Representative, materially adversely affects the market price or marketability of the
Series 2021 Bonds; or
(vii) any new outbreak or escalation of hostilities, declaration by the United
States of America of a national emergency or war or other calamity or crisis affecting the financial
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markets which, in the reasonable opinion of the Representative, materially adversely affects the market
price or marketability of the Series 2021 Bonds; or
(viii) the ratings on the Series 2021 Bonds as set forth in the Official
Statement shall have been withdrawn or reduced, placed on credit watch, assigned a negative outlook
or announced to be under review by a rating agency, which, in the Representative's reasonable opinion,
materially adversely affects the market price or marketability of the Series 2021 Bonds; or
(ix) the commencement of any action, suit or proceeding described in
Section 5(i) hereof which, in the reasonable judgment of the Representative, materially adversely
affects the market price of the Series 2021 Bonds; or
(x) there shall be in force a general suspension of trading on the New York
Stock Exchange; or
(xi) a material adverse change has occurred or becomes known in the
operations or finances of the Commission.
9. The Underwriters shall be under no obligation to pay and the Commission shall pay or
cause to be paid from the proceeds of the Series 2021 Bonds or other funds available to it the expenses
incident to the performance of the obligations of the Commission hereunder, including but not limited
to (a) the cost of printing or engraving, and mailing or delivering the definitive Bonds and the Official
Statement 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 Series 2021 Bonds; (c) the fees and disbursements of the Bond
Counsel, Disclosure Counsel, General 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 Series 2021 Bonds; and (e) the fees and expenses of the Dealer Managers as set forth in
the Dealer Manager Agreement.
The Underwriters shall pay (a) California Debt and Investment Advisory Commission fees;
(b) the cost of preparation and printing of any Blue Sky Memorandum to be used by them; (c) all
advertising expenses in connection with the public offering of the Series 2021 Bonds; (d) the fees and
expenses of Underwriters' Counsel; (e) CUSIP number costs; and (f) any fees assessed upon the
Underwriters with respect to the Series 2021 Bonds by the Municipal Securities Rulemaking Board or
the Financial Industry Regulatory Authority. To the extent not otherwise reimbursed in -full by the
Commission pursuant to the preceding paragraph of this Section, the Commission acknowledges that
a portion of the Underwriters' discount is intended to reimburse the Underwriters for incidental
expenses (including, but not limited to, transportation, lodging and meals of Commission and
Underwriter personnel) incurred by the Underwriters (on their own behalf and/or on behalf of
Underwriter personnel and Commission personnel and advisors, as applicable) in connection with the
consummation of the transaction contemplated by this Purchase Agreement.
10. 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.
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11. 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,
*4080 Lemon Street, 3rd Floor, Riverside, CA 92501 or P.O. Box 12008, Riverside, California 92502,
and any such notice to be given to the Representative or the Underwriters may be given by delivering
the same to BofA Securities, Inc., 333 S. Hope Street, Suite 2310, Mail Code: CA9-193-23-04, Los
Angeles, CA 90071, Attention: Kevin O'Brien.
12. The Commission hereby authorizes the Official Statement and the information therein
contained to be used by the Underwriters in connection with the public sale of the Series 2021 Bonds.
13. This Purchase Agreement shall be governed by, and construed in accordance with, the
laws of the State of California.
14. The representations and warranties of the Commission set forth in or made pursuant to
this Purchase Agreement shall not be deemed to have been discharged, satisfied or otherwise rendered
void by reason of the Closing or termination of this Purchase Agreement and regardless of any
investigations or statements as to the results thereof made by or on behalf of the Underwriters and
regardless of delivery of and payment for the Series 2021 Bonds.
15. This Purchase Agreement, when accepted by the Commission, shall constitute the
entire agreement between the Commission and the Underwriters and is made solely for the benefit of
the Commission and the Underwriters (including the successors of the Underwriters). No other person
shall acquire or have any right hereunder by virtue hereof, except as provided herein.
16. This Purchase Agreement is made solely for the benefit of the Commission and the
Underwriters (including the successors thereof), and no other person, partnership or association shall
acquire or have any right hereunder or by virtue hereof. All representations and agreements by the
Commission in this Purchase Agreement shall remain operative and in full force and effect except as
otherwise provided herein, regardless of any investigations made by or on behalf of the Underwriters
and shall survive the issuance of and payment of the Series 2021 Bonds.
17. 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.
18. The Representative, in its sole discretion, may waive any condition or requirement
imposed upon the Commission as set forth in this Purchase Agreement.
19. The Commission acknowledges and agrees that: (i) the primary role of the
Underwriters, as underwriters, is to purchase securities, for resale to investors, in an arm's -length
commercial transaction between the Commission and the Underwriters and that the Underwriters have
financial and other interests that differ from those of the Commission; (ii) in connection therewith and
with the discussions, undertakings and procedures leading up to the consummation of such transaction,
the Underwriters are and have been acting solely as principals and are not acting as the municipal
advisor, financial advisor, agent or fiduciary of the Commission; (iii) the Underwriters have not
assumed an advisory or fiduciary responsibility in favor of the Commission with respect to the offering
contemplated hereby or the discussions, undertakings and procedures leading thereto (irrespective of
whether the Underwriters have provided other services or are currently providing other services to the
* Street address is for non -postal delivery. P.O. Box for postal (US mail) delivery.
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Commission on other matters); and (iv) the Commission has consulted its own legal, municipal,
financial and other advisors to the extent it has deemed appropriate.
20. 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.
21. 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.
22. In case any one or more of the provisions, contained herein shall for any reason be held
invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not
effect any other provisions hereof.
23. The validity, interpretation, and performance of this Purchase Agreement shall be
governed by the laws of the State of California.
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24. Each of the parties hereto agrees that the transaction consisting of this Purchase
Agreement may be conducted by electronic means. Each party agrees, and acknowledges that it is such
party's intent, that if such party signs this Purchase Agreement using an electronic signature, it is
signing, adopting, and accepting this Purchase Agreement and that signing this Purchase Agreement
using an electronic signature is the legal equivalent of having placed its handwritten signature on this
Purchase Agreement on paper. Each party acknowledges that it is being provided with an electronic or
paper copy of this Purchase Agreement in a usable format.
Very truly yours,
BOFA SECURITIES, INC., on behalf of itself and as
Representative of the Underwriters
By:
Authorized Representative
The foregoing is hereby agreed to and
accepted as of the date first above written:
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
By:
Authorized Representative
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EXHIBIT A
UNDERWRITERS
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Siebert Williams Shank & Co., LLC
Wells Fargo Bank, NA
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EXHIBIT B
MATURITY SCHEDULE
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
Maturity Date Principal
(June 1) Amount Interest Rate Yield
Price
% Term Bonds due June 1, 2048 — Yield: % — Price:
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
Maturity Date Principal
(June 1) Amount Interest Rate Yield Price
% Term Bonds due June 1, 2048 — Yield: % Price: %
* 10% Test Maturities
* * Hold -the -Price Maturities
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
Maturity Date Principal
(June 1) Amount Interest Rate Yield Price
$ % Term Bonds due June 1, 2048 — Yield: % — Price: %
* 10% Test Maturities
** Hold -the -Price Maturities
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REDEMPTION PROVISIONS
Optional Redemption of 2021 Series A Senior Bonds. The 2021 Series A Senior Bonds are
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 on or after June 1, 20 at the principal
amount of 2021 Series A Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
Optional Redemption of 2021 Series B Senior Bonds. The 2021 Series B Senior Bonds are
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 on or after June 1, 20_ at the principal
amount of 2021 Series B Senior Bonds called for redemption plus accrued interest to the date fixed for
redemption, without premium.
Optional Redemption of 2021 Series C Second Lien Bonds. The 2021 Series C Second Lien
Bonds are 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 on or after June 1,
20 at the principal amount of 2021 Series C Second Lien Bonds called for redemption plus accrued
interest to the date fixed for redemption, without premium.
Mandatory Redemption of 2021 Series A Senior Bonds From Sinking Fund Installment.
The 2021 Series A Senior Bonds maturing on June 1, 20_ (the "2021 Series A Senior Term Bonds")
are subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking
Fund Installments on each June 1 a Sinking Fund Installment is due in the principal amount equal to
the Sinking Fund Installment due on such date and at a redemption price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Sinking
Fund Installments for the 2021 Series A Senior Term Bond maturing on June 1, 20_ shall be due in
the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
Final Maturity
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Mandatory Redemption of 2021 Series B Senior Bonds From Sinking Fund Installment.
The 2021 Series B Senior Bonds maturing on June 1, 20_ (the "2021 Series B Senior Term Bonds")
are subject to mandatory redemption prior to their respective stated maturities, in part, from Sinking
Fund Installments on each June 1 a Sinking Fund Installment is due in the principal amount equal to
the Sinking Fund Installment due on such date and at a redemption price equal to 100% of the principal
amount thereof, plus accrued but unpaid interest to the redemption date, without premium. The Sinking
Fund Installments for the 2021 Series B Senior Term Bond maturing on June 1, 20_ shall be due in
the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
* Final Maturity
Mandatory Redemption of 2021 Series C Second Lien Bonds From Sinking Fund
Installment. The 2021 Series C Second Lien Bonds maturing on June 1, 20_ (the "2021 Series C
Second Lien Term Bonds") are subject to mandatory redemption prior to their respective stated
maturities, in part, from Sinking Fund Installments on each June 1 a Sinking Fund Installment is due
in the principal amount equal to the Sinking Fund Installment due on such date and at a redemption
price equal to 100% of the principal amount thereof, plus accrued but unpaid interest to the redemption
date, without premium. The Sinking Fund Installments for the 2021 Series C Second Lien Term Bond
maturing on June 1, 20 shall be due in the amounts and on the dates as follows:
Sinking Fund Installment
Dates (June 1) Sinking Fund Installments
$
* Final Maturity
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EXHIBIT C
OPINION OF GENERAL COUNSEL TO THE COMMISSION
October , 2021
Riverside County Transportation Commission
4080 Lemon Street
Riverside, CA 92501
BofA Securities Inc., as Representative and as
Dealer Manager
333 S. Hope Street
Los Angeles, CA 90071
Goldman Sachs & Co. LLC, as Dealer Manager
2121 Avenue of the Stars, Suite 2600
Los Angeles, CA 90067
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
Ladies and Gentlemen:
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
We serve as general counsel for the Riverside County Transportation Commission (the
"Commission"). This opinion is being delivered in connection with the issuance by the Commission
of Toll Revenue Senior Lien Refunding Bonds, 2021 Series A (Tax -Exempt), its Toll Revenue Senior
Lien Refunding Bonds, 2021 Series B (Federally Taxable) and its Toll Revenue Second Lien
Refunding Bonds, 2021 Series A (Tax -Exempt) (collectively the "Series 2021 Bonds"). The Series
2021 Bonds are being sold on the date hereof pursuant to a Bond Purchase Agreement, dated
, 2021 (the "Bond Purchase Agreement"), between the Commission and BofA Securities, Inc., as
representative (the "Representative"), acting on behalf of itself, Goldman Sachs & Co. LLC, J.P.
Morgan Securities LLC, Siebert Williams Shank & Co., LLC and Wells Fargo Bank, NA (collectively,
the "Underwriters"). Unless otherwise defined herein or the context otherwise requires, the capitalized
terms used herein shall have the respective meanings ascribed thereto in the Bond Purchase Agreement.
In this connection, we have reviewed the Constitution and the laws of the State of California
and certain proceedings taken by the Commission in connection with execution and delivery of the
following agreements (collectively, the "Commission Documents"):
1. the Bond Purchase Agreement;
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2. the Continuing Disclosure Agreement with Digital Assurance Certification
L.L.C., dated as of October 1, 2021 (the "Continuing Disclosure Agreement");
3. the Master Indenture, dated as of June 1, 2013 (the "Master Indenture"), by and
between the Commission and the Trustee, as supplemented by the First Supplemental
Indenture, dated as of June 1, 2013 (the "First Supplemental Indenture"), the Second
Supplemental Indenture, dated as of June 1, 2013 (the "Second Supplemental Indenture"), the
Third Supplemental Indenture, dated as of October 1, 2021 (the "Third Supplemental
Indenture"), and the Fourth Supplemental Indenture, dated as of October 1, 2021 (the "Fourth
Supplemental Indenture" and, together with the Master Indenture, the First Supplemental
Indenture, the Second Supplemental Indenture and the Third Supplemental Indenture, the
"Indenture"), by and between the Commission and the Trustee;
4. the Escrow Agreements dated as of October 1, 2021 (the "Escrow
Agreements") between the Commission and U.S. Bank National Association, as escrow agent
(the "Escrow Agent");
5. the SR -91 Express Lanes Operating Agreement, dated May 24, 2013, as
amended, including as amended by Amendment No. 5 dated July 1, 2019, by and among the
Commission, OCTA and Cofiroute USA LLC ("Cofiroute") (the "ORCOA");
6. the OCTA/RCTC and Cofiroute Agreement for Back Office Systems and
Customer Service Center Operations Services, dated January 28, 2020, between RCTC and
Cofiroute;
7. the Toll Services Provider Agreement, dated January 26, 2017, between the
Commission and Kapsch Inc. ("Kapsch") (the "Toll Services Provider Agreement"); and
8. the Dealer Manager Agreement, dated September , 2021 (the "Dealer
Manager Agreement"), among the Commission and BofA Securities, Inc. and Goldman Sachs
& Co. LLC, as dealer managers.
In connection with this opinion, we have examined (i) the Commission Documents and (ii)
such other records, documents, certificates, opinions, and other matters as are in our judgment
necessary or appropriate to enable us to render the opinions expressed herein. As to relevant factual
matters, we have relied upon, among other things, the factual representations contained in the
Commission Documents.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with originals of all documents submitted to us as copies. To the
extent the Commission's obligations depend on the enforceability of the Bond Documents against the
other parties thereto, we have assumed that the Bond Documents are enforceable against such other
parties. We express no opinion with respect to any indemnification, contribution, lien priority or choice
of law provisions contained in the foregoing documents.
As used in this opinion, the phrase "current actual knowledge" means knowledge as we have
obtained from (i) the incumbency and signature certificate of the Commission; (ii) the representations
and warranties contained in each closing certificate of the Commission; and (iii) knowledge of facts or
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other information currently known to lawyers in our firm who have performed legal services for the
Commission.
From such examination, on the basis of our reliance upon the assumptions in this opinion and
our consideration of those questions of law we considered relevant, and subject to the limitations and
qualifications in this opinion, as of the date hereof we are of the opinion that:
(1) The Commission is a county transportation commission duly organized under the laws
of the State.
(2) The Resolutions and other approving actions of the Commission approving and
authorizing the execution and delivery of the Commission Documents by the Commission (the
"Resolutions") were duly adopted or taken 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.
(3) To our current actual knowledge, there is no action, suit, proceeding or investigation at
law or in equity before or by any court, public board or body of competent jurisdiction, pending or
threatened against the Commission, to restrain or enjoining the enforcement of the Bond Documents
or in any way contesting the validity of the Bonds or the Commission Documents.
(4) The execution and delivery of the Series 2021 Bonds by the officer executing the same
and the Commission 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, to our current actual knowledge, does not and will not 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 we are reasonably aware) or any
existing law, regulation, court order or consent decree to which the Commission is subject.
(5) The Commission 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 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.
(6) 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 Documents which has not been obtained.
(7) Without having undertaken to determine independently the accuracy, completeness or
fairness of the statements contained in the Tender/Exchange Documents (as defined in the Dealer
Manager Agreement) and the Official Statement and based upon the information made available to us
in the course of our participation in the preparation of the Official Statement as general counsel for the
Commission, nothing has come to our attention which would cause us to believe that the
Tender/Exchange Documents and the Official Statement (except for the financial statements and other
financial and statistical data included therein, forecasts, projections, estimates, assumptions and
expressions of opinion, statements relating to information under the caption "INFORMATION
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CONCERNING OFFERING RESTRICTIONS IN CERTAIN JURISDICTIONS OUTSIDE THE
UNITED STATES," statements relating to DTC, Cede & Co., Clearstream and Euroclear and the book -
entry system and global clearing system and statements contained in in Appendices A, B, C, G and H
thereto, as to which we express no opinion) 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 or
necessary to make the statements therein, in light of the circumstances under which they were made,
not misleading.
(8) The Commission has full legal right, power and authority to maintain and operate or
cause to be maintained and operated the toll collection facilities of the Toll Road as and to the extent
described in the Official Statement and the Bond Documents.
(9) Under the laws of the State of California, the Commission's authority to determine, fix,
impose and collect tolls on the Toll Road (as defined in the Indenture) is not subject to the regulatory
jurisdiction of any local, regional, State or federal regulatory authority.
(10) Except as disclosed in the Preliminary Official Statement and the Official Statement,
to our current actual knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or
in equity before or by any court, government agency or public board or body, pending or, to the our
current actual knowledge, threatened, which may affect the existence of the Commission or the titles
of its officers to their respective offices, or which may materially affect or which seeks to prohibit,
restrain or enjoin the sale, issuance or delivery of the Series 2021 Bonds or the collection of Revenues
pledged or to be pledged to pay the principal of and interest on the Series 2021 Bonds, or which in any
way contests or affects the validity or enforceability of the Commission Documents or which contests
the power of the Commission or any authority or proceedings for the issuance, sale or delivery of the
Series 2021 Bonds, the execution or delivery of the Bond Documents, the operation of the RCTC 91
Express Lanes as described in the Official Statement, wherein an unfavorable decision, ruling or
finding would materially adversely affect the validity or enforceability of the Commission Documents.
This opinion may be relied on by you only in connection with the issuance of the Series 2021
Bonds. It may not be used or relied upon for any other purpose or by any other person, nor may copies
be delivered to any other person, without in each instance our prior written consent; provided however
that it may be included in the transcript of record of proceedings relating to the issuance of the Series
2021 Bonds. This opinion is expressly limited to the matters set forth above, and we render no opinion,
whether by implication or otherwise, as to any other matters. This letter speaks only as of the date
hereof and we assume no obligation to update or supplement this opinion to reflect any facts or
circumstances that arise after the date of this opinion and come to our attention, or any future changes
in laws.
The opinions expressed herein are based on our analysis of existing laws, regulations, rules and
court decisions and cover certain matters not directly addressed by such authorities. Such opinions
may be affected by actions taken or omitted or thence occurring after the date hereof. We have not
undertaken to determine, or to inform any person, whether any such actions or events occur. We do
not express herein any opinion as to any matter governed by any laws other than the laws of the State
of California or the laws of the United States of America.
Respectfully submitted,
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EXHIBIT D
OPINION OF COUNSEL TO COFIROUTE
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, California 92501
BofA Securities Inc., as Representative
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
Ladies and Gentlemen:
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
This opinion is being delivered in connection with the issuance of bonds of the Riverside
County Transportation Commission (the "Commission"), of Toll Revenue Senior Lien Refunding
Bonds, 2021 Series A (Federally Taxable), its Toll Revenue Senior Lien Refunding Bonds, 2021 Series
B and its Toll Revenue Second Lien Refunding Bonds, 2021 Series C (collectively the "Series 2021
Bonds"). The Series 2021 Bonds are being sold on the date hereof pursuant to a Bond Purchase
Agreement, dated , 2021 (the "Bond Purchase Agreement"), between the Commission BofA
Securities, Inc., as representative (the "Representative"), acting on behalf of itself, Goldman Sachs &
Co. LLC, J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC and Wells Fargo Bank,
NA (collectively, the "Underwriters").
We have served as counsel to Cofiroute USA LLC ("Cofiroute") in connection with the
execution and delivery of the SR -91 Express Lanes Operating Agreement, dated May 24, 2013, as
amended, including as amended by Amendment No. 5, dated July 1, 2019 by and among the
Commission, OCTA and Cofiroute (the "ORCOA") and the OCTA/RCTC and Cofiroute Agreement
for Back Office Systems and Customer Service Center Operations Services, dated January 28, 2020,
between RCTC and Cofiroute (the "Operations Services Agreement"). In connection with this opinion,
we have examined (i) the ORCOA and the Operations Services Agreement and (ii) such other records,
documents, certificates, opinions, and other matters as are in our judgment necessary or appropriate to
enable us to render the opinions expressed herein. As to relevant factual matters, we have relied upon,
among other things, the factual representations contained in the ORCOA and the Operations Services
Agreement.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with originals of all documents submitted to us as copies.
From such examination, on the basis of our reliance upon the assumptions in this opinion and
our consideration of those questions of law we considered relevant, and subject to the limitations and
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qualifications in this opinion, we are of the opinion that:
1. Cofiroute is a limited liability company created and existing under the laws of
the [[State of California]].
2. The ORCOA and the Operations Services Agreement have been duly
authorized, and duly executed and delivered by Cofiroute and constitute the legally valid and binding
obligations of Cofiroute enforceable against Cofiroute in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other laws relating to
or affecting creditors' rights generally, to general principles of equity, and to the exercise of judicial
discretion in appropriate cases.
3. The execution and delivery by Cofiroute of the ORCOA and the Operations
Services Agreement, do not conflict with or constitute a breach of or default under any California
constitutional provision, law, administrative regulation, judgment or court decree that we have, in the
exercise of customary professional diligence, recognized as applicable to Cofiroute and the
transactions contemplated by the ORCOA or the Operations Services Agreement, or, to our knowledge,
any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which
Cofiroute is a party, with respect to which such conflict, breach or default would materially adversely
affect the ability of Cofiroute to perform its obligations under the ORCOA or the Operations Services
Agreement.
We express no opinion with respect to any indemnification, contribution, liquidated damages,
penalty (including any remedy deemed to constitute a penalty), arbitration, judicial reference, choice
of law, choice of forum, choice of venue, severability or waiver provisions contained in the ORCOA
or the Operations Services Agreement.
The law covered by this opinion is limited to the present law of the State of California. We
express no opinion as to the laws of any other jurisdiction.
This opinion may be relied on by you only in connection with the issuance of the Series 2021
Bonds. It may not be used or relied upon for any other purpose or by any other person, nor may copies
be delivered to any other person, without in each instance our prior written consent; provided however
that it may be included in the transcript of record of proceedings relating to the issuance of the Series
2021 Bonds. This opinion is expressly limited to the matters set forth above, and we render no opinion,
whether by implication or otherwise, as to any other matters. This letter speaks only as of the date
hereof and we assume no obligation to update or supplement this opinion to reflect any facts or
circumstances that arise after the date of this opinion and come to our attention, or any future changes
in laws.
Respectfully submitted,
[COUNSEL TO COFIROUTE]
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EXHIBIT E
OPINION OF COUNSEL TO KAPSCH
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, California 92501
BofA Securities, Inc., as Representative
Los Angeles, California
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable) 2021 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
Ladies and Gentlemen:
This opinion is being delivered in connection with the issuance of bonds of the Riverside
County Transportation Commission (the "Commission"), of Toll Revenue Senior Lien Refunding
Bonds, 2021 Series A (Federally Taxable), its Toll Revenue Senior Lien Refunding Bonds, 2021 Series
B and its Toll Revenue Second Lien Refunding Bonds, 2021 Series C (collectively the "Series 2021
Bonds"). The Series 2021 Bonds are being sold on the date hereof pursuant to a Bond Purchase
Agreement, dated , 2021 (the "Bond Purchase Agreement"), between the Commission
BofA Securities, Inc., as representative (the "Representative"), acting on behalf of itself, Goldman
Sachs & Co. LLC, J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC and Wells Fargo
Bank, NA (collectively, the "Underwriters").
We have served as counsel to Kapsch USA LLC ("Kapsch") in connection with the execution
and delivery of the Toll Services Provider Agreement, dated January 26, 2017, by and between the
Commission and Kapsch (the "Toll Services Provider Agreement"). In connection with this opinion,
we have examined (i) the Toll Services Provider Agreement and (ii) such other records, documents,
certificates, opinions, and other matters as are in our judgment necessary or appropriate to enable us to
render the opinions expressed herein. As to relevant factual matters, we have relied upon, among other
things, the factual representations contained in the Toll Services Provider Agreement.
We have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with originals of all documents submitted to us as copies.
From such examination, on the basis of our reliance upon the assumptions in this opinion 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:
1. Kapsch is a limited liability company created and existing under the laws of
the State of Delaware.
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2. The Toll Services Provider Agreement has been duly authorized, and duly
executed and delivered by Kapsch and constitutes the legally valid and binding obligation of Kapsch
enforceable against Kapsch in accordance with its terms, subject to bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance and other laws relating to or affecting creditors'
rights generally, to general principles of equity, and to the exercise of judicial discretion in appropriate
cases.
3. The execution and delivery by Kapsch of the Toll Services Provider
Agreement, do not conflict with or constitute a breach of or default under any California constitutional
provision, law, administrative regulation, judgment or court decree that we have, in the exercise of
customary professional diligence, recognized as applicable to Kapsch and the transactions
contemplated by the Toll Services Provider Agreement, or, to our knowledge, any loan agreement,
indenture, bond, note, resolution, agreement or other instrument to which Kapsch is a party, with
respect to which such conflict, breach or default would materially adversely affect the ability of Kapsch
to perform its obligations under the Toll Services Provider Agreement.
We express no opinion with respect to any indemnification, contribution, liquidated damages,
penalty (including any remedy deemed to constitute a penalty), arbitration, judicial reference, choice
of law, choice of forum, choice of venue, severability or waiver provisions contained in the Toll
Services Provider Agreement.
The law covered by this opinion is limited to the present law of the State of California. We
express no opinion as to the laws of any other jurisdiction.
This opinion may be relied on by you only in connection with the issuance of the Series 2021
Bonds. It may not be used or relied upon for any other purpose or by any other person, nor may copies
be delivered to any other person, without in each instance our prior written consent; provided however
that it may be included in the transcript of record of proceedings relating to the issuance of the Series
2021 Bonds. This opinion is expressly limited to the matters set forth above, and we render no opinion,
whether by implication or otherwise, as to any other matters. This letter speaks only as of the date
hereof and we assume no obligation to update or supplement this opinion to reflect any facts or
circumstances that arise after the date of this opinion and come to our attention, or any future changes
in laws.
Respectfully submitted,
[COUNSEL TO KAPSCH]
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EXHIBIT F
ISSUE PRICE CERTIFICATE
IFOR1VI OF REPRESENTATIVE ISSUE PRICE CERTIFICATE]
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
$
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
ISSUE PRICE CERTIFICATE
The undersigned, BofA Securities, Inc., for itself and as representative of Goldman Sachs &
Co. LLC, J.P. Morgan Securities LLC, Siebert Williams Shank & Co., LLC and Wells Fargo Bank,
NA (the "Underwriting Group"), hereby certifies as set forth below with respect to the sale and issuance
of the above -captioned bonds (the "Bonds").
1. Sale of the General Rule Maturities. As of the date of this certificate, for each
Maturity of the General Rule Maturities, the first price at which at least 10% of such Maturity was sold
to the Public is the respective price listed in Schedule A.
2. [Initial Offering Price of the Hold -the -Offering -Price Maturities.
(a) The Underwriting Group offered the Hold -the -Offering -Price Maturities to the Public
for purchase at the respective initial offering prices listed in Schedule A (the "Initial Offering Prices")
on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is
attached to this certificate as Schedule B.
(b) As set forth in the Bond Purchase Contract, dated , 2021, by and
between the Underwriting Group and the Commission, the Underwriting Group has agreed in writing
that: (i) for each Maturity of the Hold -the -Offering -Price Maturities, they would neither offer nor sell
any of the unsold Bonds of such Maturity to any person at a price or prices that is/are higher than the
Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "hold -the -
offering -price rule"); and (ii) any selling group agreement shall contain the agreement of each dealer
who is a member of the selling group, and any third party distribution agreement shall contain the
agreement of each broker -dealer who is a party to the third party distribution agreement, to comply
with the hold -the -offering -price rule. Pursuant to such agreement, no Underwriter (as defined below)
has offered or sold any unsold Maturity of the Hold -the -Offering -Price Maturities at a price that is
higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding
Period.]
3. Defined Terms.
(a) General Rule Maturities means those Maturities of the Bonds listed in Schedule A
hereto as the "General Rule Maturities."
(b) [Hold -the -Offering -Price Maturities means those Maturities of the Bonds listed in
Schedule A hereto as the "Hold -the -Offering -Price Maturities."
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(c) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the
Sale Date ( , 2021), or (ii) the date on which the Underwriting Group has sold at least
10% of such Hold -the -Offering -Price Maturity to the Public at prices that are no higher than the Initial
Offering Price for such Hold -the -Offering -Price Maturity.]
(d) Commission means the Riverside County Transportation Commission.
(e) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate maturities.
(f) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an Underwriter or a related party to an Underwriter.
The term "related party" for purposes of this certificate generally means any two or more persons who
have greater than 50 percent common ownership, directly or indirectly.
(g) Sale Date means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is , 2021.
(h) Underwriter means: (i) any person that agrees pursuant to a written contract with the
Commission (or with the lead underwriter to form an underwriting syndicate) to participate in the initial
sale of the Bonds to the Public; and (ii) any person that agrees pursuant to a written contract directly
or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of
the Bonds to the Public (including a member of a selling group or a party to a third party distribution
agreement participating in the initial sale of the Bonds to the Public).
The representations set forth in this certificate are limited to factual matters only. Nothing in
this certificate represents the Underwriting Group's interpretation of any laws, including specifically
Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations
thereunder. The undersigned understands that the foregoing information will be relied upon by the
Commission with respect to certain of the representations set forth in the Tax Certificate and with
respect to compliance with the federal income tax rules affecting the Bonds, and by Orrick, Herrington
& Sutcliffe LLP in connection with rendering its opinion that the interest on the Bonds is excluded
from gross income for federal income tax purposes, the preparation of the Internal Revenue Service
Form 8038-G, and other federal income tax advice that it may give to the Commission from time to
time relating to the Bonds.
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The certification set forth in Paragraph 1 hereof is not necessarily based on personal
knowledge, but in certain cases based on reasonable inquiry conducted and institutional knowledge
regarding the matters set forth in Paragraph 1. In certain cases, the undersigned is relying on
representations made by the other members of the Underwriting Group, such representations believed
to be true based on the contractual obligation between the parties to accurately provide this information,
and supported by the undersigned's reasonable inquiry conducted and institutional knowledge.
BOFA SECURITIES, INC.
By:
Name:
Dated: October _, 2021
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Schedule A
SALE PRICES OF THE GENERAL RULE MATURITIES [AND INITIAL OFFERING
PRICES OF THE HOLD -THE -OFFERING -PRICE MATURITIES]
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
Maturity Date Principal
(June 1) Amount Interest Rate Yield Price
$
* 10% Test Maturities
* * Hold -the -Price Maturities
% Term Bonds due June 1, 2048 — Yield: % — Price:
$
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
Maturity Date Principal
(June 1) Amount Interest Rate Yield Price
%
$ % Term Bonds due June 1, 2048 — Yield: % — Price: %
* 10% Test Maturities
* * Hold -the -Price Maturities
Schedule A
/4819-3440-6578v18/200313-0040
Schedule B
PRICING WIRE OR EQUIVALENT COMMUNICATION
(Attached)
Schedule B
/4819-3440-6578v18/200313-0040
Schedule C
FORM OF UNDERWRITER CERTIFICATE
$ $
Toll Revenue Senior Lien Refunding Bonds, Toll Revenue Second Lien Refunding Bonds,
2021 Series B 2021 Series C
The undersigned, on behalf of [UW FULL NAME] ("[UW DEFINED NAME]"), hereby
certifies as set forth below with respect to the sale and issuance of the above -captioned obligations (the
"Bonds").
1. Initial Offering Price of the Hold -the -Offering -Price Maturities.
(a) [UW DEFINED NAME] and any broker -dealer who is participating in the initial sale
of the Bonds as a party to a retail distribution agreement with [UW DEFINED NAME] (if any) each
offered the Hold -the -Offering Price Maturities to the Public for purchase at the respective initial
offering prices listed in Schedule A (the "Initial Offering Prices") to the Issue Price Certificate of BofA
Securities, Inc., as representative, relating to the Bonds, to which this certificate is attached as [part of
] Schedule C on or before the Sale Date.
(b) Neither [UW DEFINED NAME] nor any broker -dealer who is participating in the
initial sale of the Bonds as a party to a retail distribution agreement with [UW DEFINED NAME] (if
any) has offered or sold any Maturity of the Hold -the -Offering Price Maturities allocated to [UW
DEFINED NAME] identified in Schedule A-1 attached hereto at a price that is higher than the
respective Initial Offering Price for that Maturity of the Bonds during the Holding Period. [UW
DEFINED NAME] has not entered into a retail distribution agreement or other written contract directly
or indirectly to participate in the initial sale of any of the Bonds to the Public [other than] [NAME OF
ANY FIRM WITH WHICH [UW DEFINED NAME] HAS A RETAIL DISTRIBUTION
AGREEMENT].
2. Defined Terms.
(a) Hold -the -Offering -Price Maturities means those Maturities of the Bonds where issue
price was established under Treasury Regulations § 1.148-1(f)(2)(ii), as shown in Schedule A hereto
as the "Hold -the -Offering -Price Maturities."
(b) Holding Period means, with respect to a Hold -the -Offering -Price Maturity, the period
starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the
Sale Date, or (ii) the date on which the underwriters have sold at least 10% of such Hold -the -Offering -
Price Maturity to the Public at prices that are no higher than the Initial Offering Price for such Hold -
the -Offering -Price Maturity.
(c) Maturity means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different lien levels, stated interest rates or
CUSIP identification numbers, are treated as separate maturities.
(d) Public means any person (including an individual, trust, estate, partnership,
association, company, or corporation) other than an underwriter or a Related Party to an underwriter.
Schedule C
/4819-3440-6578v18/200313-0040
(e) Related Party means any entity if an underwriter and the entity are subject, directly or
indirectly, to (i) more than 50% common ownership of the voting power or the total value of their
stock, if both entities are corporations (including direct ownership by one corporation of another), (ii)
more than 50% common ownership of their capital interests or profits interests, if both entities are
partnerships (including direct ownership by one partnership of another), or (iii) more than 50%
common ownership of the value of the outstanding stock of the corporation or the capital interests or
profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a
partnership (including direct ownership of the applicable stock or interests by one entity of the other).
(f) Sale Date means the first day on which there is a binding contract in writing for the
sale of a Maturity of the Bonds. The Sale Date of the Bonds is [October _], 2021.
(g) underwriter means (i) any person that agrees pursuant to a written contract with the
Commission (or with the lead underwriter(s) for the Bonds to form an underwriting syndicate) to
participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a
written contract directly or indirectly with a person described in clause (i) of this paragraph to
participate in the initial sale of the Bonds to the Public (including a member of a selling group or a
party to a retail distribution agreement participating in the initial sale of the Bonds to the Public).
The undersigned understands that the foregoing information will be relied upon by the
Commission with respect to certain of the representations set forth in the Tax Certificate to which this
Certificate is attached and with respect to compliance with the federal income tax rules affecting the
Bonds, and by Orrick Herrington & Sutcliffe LLP, as bond counsel to the Commission, in connection
with rendering its opinion that the interest on the Bonds is excludable from gross income for federal
income tax purposes, the preparation of Internal Revenue Service Form 8038, and other federal income
tax advice it may give to the Commission from time to time relating to the Bonds. [UW DEFINED
NAME] is certifying only as to facts in existence on the date hereof. Nothing herein represents [UW
DEFINED NAME]'s interpretation of any laws; in particular the Treasury Regulations under the
Internal Revenue Code of 1986, or the application of any laws to these facts.
[UW FULL NAME], as
Underwriter
By:
Title:
Dated: [October ], 2021
Schedule C
/4819-3440-6578v18/200313-0040
Exhibit G
Certificate of the Traffic and Revenue Consultant
Relating to the Preliminary Official Statement
[POS Date]
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92502
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Siebert Williams Shank & Co., LLC
Wells Fargo Bank, NA
Dear Ladies and Gentlemen:
This certificate is furnished in connection with the Riverside County Transportation
Commission's (the "Commission") sale of its 2021 Series A (Federally Taxable), Toll Revenue
Senior Lien Refunding Bonds, 2021 Series B (Tax -Exempt), Toll Revenue Senior Lien Refunding
Bonds and 2021 Series C (Tax -Exempt), Toll Revenue Second Lien Refunding Bonds ("the
Bonds") in the aggregate principal amount of $ , as more fully described in the
Preliminary Official Statement of the Commission relating to the Bonds, dated September _, 2021
(the "Preliminary Official Statement").
Stantec Consulting Services Inc. ("Stantec") has been retained by the Commission to prepare
the "RCTC 91 Express Lanes Investment Grade Traffic and Revenue Study — Investment Grade Study
Refresh 2018," dated November 27, 2018 (the "Investment Grade Study Refresh"), as supplemented
by Stantec's Bringdown Letter dated [August] , 2021 (the "Bringdown Letter," and together with
the Investment Grade Study Refresh, the "Updated Study") which are attached in the Preliminary
Official Statement as APPENDIX B-1 and APPENDIX B-2, respectively. By the undersigned, Stantec
hereby confirms its prior consent to the use of the information contained in the Updated Study in the
preparation of the Preliminary Official Statement, to references to Stantec in the Preliminary Official
Statement and to the inclusion of the Updated Study in APPENDIX B-1 and APPENDIX B-2 of the
Preliminary Official Statement.
The Report was prepared by qualified representatives of Stantec on the basis of information
provided to Stantec by representatives of the Commission and the review of such other materials and
research as such representatives of Stantec deemed relevant in preparing the Updated Study. Nothing
has come to the attention of the undersigned or, to the best of the knowledge of the undersigned, to the
attention of any other representatives of Stantec who prepared the Updated Study, which would cause
the undersigned or such other representatives of Stantec to believe that the Updated Study was as of
its date or as of the date hereof inaccurate in any material respect.
In Stantec's opinion, the assumptions underlying the projections contained in the Updated
Study provide a reasonable basis for the revenue projections shown in the Updated Study. However,
any financial projection is subject to uncertainties. Inevitably, some assumptions used to develop the
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/4819-3440-6578v18/200313-0040
projections will not be realized, and unanticipated events and circumstances may occur. Therefore,
Stantec cannot provide any form of assurance that the projections will be achieved. There are likely to
be differences between the projections and actual results, and those differences may be material.
Because of these uncertainties, Stantec makes no guaranty or warranty with respect to the projections
disclosed in the Updated Study.
This certificate is provided solely to meet the requirements of the agreement between Stantec
and the Commission (the "Consulting Agreement"). Nothing contained herein shall be deemed to
create any third party beneficiary status to the Consulting Agreement. Stantec has no responsibility to
update the Updated Study for events and circumstances occurring after the date of the Updated Study.
This certificate is not to be included in the Preliminary Official Statement or any other public offering
document to be issued in connection with the Bonds. The undersigned has reviewed references to the
information in the Updated Study and Stantec, set forth under the headings "INTRODUCTION —
Traffic and Revenue Study", "RCTC 91 EXPRESS LANES", "OPERATION AND MAINTENANCE
OF THE RCTC 91 EXPRESS LANES", "TRAFFIC AND REVENUE ESTIMATES", "PROJECTED
CASH FLOW AND DEBT SERVICE COVERAGE", and "RISK FACTORS" in the Preliminary
Official Statement, has compared such information to the information appearing in the Updated Study
and has found such information to be consistent.
We would like to thank the Riverside County Transportation Commission staff for all of their
assistance in the preparation of this analysis.
Regards,
Richard J. Gobeille, P.E.
Senior Principal
Stantec Consulting Services Inc.
Schedule C
/4819-3440-6578v18/200313-0040
Exhibit H
Certificate of the Express Lanes Engineer
Relating to the Preliminary Official Statement
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
$
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
[POS Date]
This certificate is furnished in connection with the Riverside County Transportation
Commission's (the "Commission") sale of its 2021 Series A (Federally Taxable), Toll Revenue Senior
Lien Refunding Bonds, 2021 Series B (Tax -Exempt), Toll Revenue Senior Lien Refunding Bonds and
2021 Series C (Tax -Exempt), Toll Revenue Second Lien Refunding Bonds ("the Bonds") as more fully
described in the Preliminary Official Statement of the Commission relating to the Bonds, dated
September _, 2021 (the "Preliminary Official Statement").
Parsons Transportation Group Inc., ("Parsons") has been retained by the Commission to
prepare the "RCTC 91 Express Lanes Engineers Technical Report, dated September , 2021 (the
"ETR ") which is attached in the Preliminary Official Statement as APPENDIX C. By the undersigned,
Parsons hereby confirms its prior consent to the use of the information contained in the ETR in the
preparation of the Preliminary Official Statement and the Official Statement.
The Report was prepared by qualified representatives of Parsons on the basis of information
provided to Parsons by representatives of the Commission and its consultants. Nothing has come to
the attention of the undersigned or, to the attention of any other representatives of Parsons who
prepared the ETR, which would cause the undersigned or such other representatives of Parsons to
believe, based on their actual knowledge, that the ETR was as of its date or as of the date hereof
inaccurate in any material respect.
In Parsons opinion, the assumptions underlying the projections contained in the ETR provide
a reasonable basis for the cost and non -toll revenue estimates shown in the ETR. However, any future
estimate is subject to uncertainties. Inevitably, some assumptions used to develop the future estimates
will not be realized, and unanticipated events and circumstances may occur. Therefore, Parsons cannot
provide any form of assurance that the estimates will be achieved. There are likely to be differences
between the estimates provided and actual results, and those differences may be material. Because of
these uncertainties, Parsons makes no guaranty or warranty with respect to the cost or non -toll revenue
estimates disclosed in the ETR.
This certificate is provided solely to meet the requirements of the agreement between Parson
and the Commission (the "Consulting Agreement"). Nothing contained herein shall be deemed to
create any third -party beneficiary status to the Consulting Agreement. Parsons has no responsibility to
update the ETR for events and circumstances occurring after the date of the ETR. This certificate is
not to be included in the Preliminary Official Statement or any other public offering document to be
issued in connection with the Bonds.
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/4819-3440-6578v18/200313-0040
The undersigned has reviewed references to the information in the ETR and Parsons, set forth
under the headings "INTRODUCTION, Engineers Technical Report," ENGINEERS TECHNICAL
REPORT", and "RISK FACTORS - Operating Risks" in the Preliminary Official Statement, has
compared such information to the information appearing in the ETR and has found such information
to be consistent.
We would like to thank the Riverside County Transportation Commission staff for all of their
assistance in the preparation of the ETR.
Regards,
T. Rick Grebner, P.E.
Vice President
Schedule C
/4819-3440-6578v18/200313-0040
Exhibit I
Certificate of the Traffic and Revenue Consultant
Relating to the Official Statement
[Closing Date]
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92502
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
Siebert Williams Shank & Co., LLC
Wells Fargo Bank, NA
Dear Ladies and Gentlemen:
This certificate is furnished in connection with the Riverside County Transportation
Commission's (the "Commission") sale of its 2021 Series A (Federally Taxable), Toll Revenue
Senior Lien Refunding Bonds, 2021 Series B (Tax -Exempt), Toll Revenue Senior Lien Refunding
Bonds and 2021 Series C (Tax -Exempt), Toll Revenue Second Lien Refunding Bonds ("the
Bonds") in the aggregate principal amount of $ , as more fully described in the
Official Statement of the Commission relating to the Bonds, dated September _, 2021 (the "Official
Statement").
Stantec Consulting Services Inc. ("Stantec") has been retained by the Commission to prepare
the "RCTC 91 Express Lanes Investment Grade Traffic and Revenue Study — Investment Grade Study
Refresh 2018," dated November 27, 2018 (the "Investment Grade Study Refresh"), as supplemented
by Stantec's Bringdown Letter dated March 3, 2021 (the "Bringdown Letter," and together with the
Investment Grade Study Refresh, the "Updated Study") which are attached in the Official Statement
as APPENDIX B-1 and APPENDIX B-2, respectively. By the undersigned, Stantec hereby confirms
its prior consent to the use of the information contained in the Updated Study in the preparation of the
Official Statement, to references to Stantec in the Official Statement and to the inclusion of the Updated
Study in APPENDIX B-1 and APPENDIX B-2 of the Official Statement.
The Report was prepared by qualified representatives of Stantec on the basis of information
provided to Stantec by representatives of the Commission and the review of such other materials and
research as such representatives of Stantec deemed relevant in preparing the Updated Study. Nothing
has come to the attention of the undersigned or, to the best of the knowledge of the undersigned, to the
attention of any other representatives of Stantec who prepared the Updated Study, which would cause
the undersigned or such other representatives of Stantec to believe that the Updated Study was as of
its date or as of the date hereof inaccurate in any material respect.
In Stantec's opinion, the assumptions underlying the projections contained in the Updated
Study provide a reasonable basis for the revenue projections shown in the Updated Study. However,
any financial projection is subject to uncertainties. Inevitably, some assumptions used to develop the
projections will not be realized, and unanticipated events and circumstances may occur. Therefore,
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Stantec cannot provide any form of assurance that the projections will be achieved. There are likely to
be differences between the projections and actual results, and those differences may be material.
Because of these uncertainties, Stantec makes no guaranty or warranty with respect to the projections
disclosed in the Updated Study.
This certificate is provided solely to meet the requirements of the agreement between Stantec
and the Commission (the "Consulting Agreement"). Nothing contained herein shall be deemed to
create any third party beneficiary status to the Consulting Agreement. Stantec has no responsibility to
update the Updated Study for events and circumstances occurring after the date of the Updated Study.
This certificate is not to be included in the Official Statement or any other public offering document to
be issued in connection with the Bonds. The undersigned has reviewed references to the information
in the Updated Study and Stantec, set forth under the headings [["INTRODUCTION", "RCTC 91
EXPRESS LANES", "OPERATION AND MAINTENANCE OF THE RCTC 91 EXPRESS
LANES", "TRAFFIC AND REVENUE ESTIMATES", "PROJECTED CASH FLOW AND DEBT
SERVICE COVERAGE", and "RISK FACTORS"]] in the Official Statement, has compared such
information to the information appearing in the Updated Study and has found such information to be
consistent.
We would like to thank the Riverside County Transportation Commission staff for all of their
assistance in the preparation of this analysis.
Regards,
Richard J. Gobeille, P.E.
Senior Principal
Stantec Consulting Services Inc.
Schedule C
/4819-3440-6578v18/200313-0040
Exhibit J
Certificate of the Express Lanes Engineer
Relating to the Official Statement
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Federally Taxable)
$
$
Toll Revenue Senior Lien Refunding Bonds,
2021 Series B
Toll Revenue Second Lien Refunding Bonds,
2021 Series C
[Closing Date]
This certificate is furnished in connection with the Riverside County Transportation
Commission's (the "Commission") sale of its 2021 Series A (Federally Taxable), Toll Revenue
Senior Lien Refunding Bonds, 2021 Series B (Tax -Exempt), Toll Revenue Senior Lien Refunding
Bonds and 2021 Series C (Tax -Exempt), Toll Revenue Second Lien Refunding Bonds ("the
Bonds") as more fully described in the Official Statement of the Commission relating to the Bonds,
dated September _, 2021 (the "Official Statement").
Parsons Transportation Group Inc., ("Parsons") has been retained by the Commission to
prepare the RCTC 91 Express Lanes Engineers Technical Report, dated September , 2021 (the
"ETR ") which is attached in the Official Statement as APPENDIX C. By the undersigned, Parsons
hereby confirms its prior consent to the use of the information contained in the ETR in the preparation
of the Official Statement.
The Report was prepared by qualified representatives of Parsons on the basis of information
provided to Parsons by representatives of the Commission and its consultants. Nothing has come to
the attention of the undersigned or, to the attention of any other representatives of Parsons who
prepared the ETR, which would cause the undersigned or such other representatives of Parsons to
believe, based on their actual knowledge, that the ETR was as of its date or as of the date hereof
inaccurate in any material respect.
In Parsons opinion, the assumptions underlying the projections contained in the ETR provide
a reasonable basis for the cost and non -toll revenue estimates shown in the ETR. However, any future
estimate is subject to uncertainties. Inevitably, some assumptions used to develop the future estimates
will not be realized, and unanticipated events and circumstances may occur. Therefore, Parsons cannot
provide any form of assurance that the estimates will be achieved. There are likely to be differences
between the estimates provided and actual results, and those differences may be material. Because of
these uncertainties, Parsons makes no guaranty or warranty with respect to the cost or non -toll revenue
estimates disclosed in the ETR.
This certificate is provided solely to meet the requirements of the agreement between Parson
and the Commission (the "Consulting Agreement"). Nothing contained herein shall be deemed to
create any third -party beneficiary status to the Consulting Agreement. Parsons has no responsibility to
update the ETR for events and circumstances occurring after the date of the ETR. This certificate is
not to be included in the Official Statement or any other public offering document to be issued in
connection with the Bonds.
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The undersigned has reviewed references to the information in the ETR and Parsons, set forth
under the headings [["INTRODUCTION, Engineers Technical Report," ENGINEERS TECHNICAL
REPORT", and "RISK FACTORS, Operating Risks"]] in the Official Statement, has compared such
information to the information appearing in the ETR and has found such information to be consistent.
We would like to thank the Riverside County Transportation Commission staff for all of their
assistance in the preparation of the ETR.
Regards,
T. Rick Grebner, P.E.
Vice President
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ATTACHMENT 7
DEALER MANAGER AGREEMENT
September _, 2021
Anne Mayer
Executive Director
Riverside County Transportation Commission
4080 Lemon Street, 3rd Floor
Riverside, CA 92501
Ms. Mayer:
The Riverside County Transportation Commission (the "Commission") plans to
commence an Invitation to Tender or Exchange Bonds, dated September _, 2021 (the
"Invitation") whereby the Commission will offer to beneficial owners (the "Bondowners") of
certain of the Commission's outstanding bonds described in the Invitation (the "Target Bonds")
(i) to purchase for cash the Target Bonds (the "Tender Invitation"), or (ii) to accept Target Bonds
in exchange (the "Exchange Invitation") for a specified amount of the Commission's Toll Revenue
Senior Lien Refunding Bonds as described below, all upon the terms and subject to the conditions
set forth in the Invitation. The date upon which the Invitation is commenced by the Commission
is herein referred to as the "Launch Date". This dealer manager agreement (this "Agreement")
will confirm the understanding between the Commission, BofA Securities, Inc. ("BofAS"), and
Goldman Sachs & Co. LLC ("GS") pursuant to which the Commission has retained BofAS and
GS to act as the exclusive dealer managers (together, the "Dealer Managers"), on the terms and
subject to the conditions set forth herein, in connection with the proposed Tender Invitation and
Exchange Invitation.
On or prior to the Launch Date, the Commission shall furnish the Dealer Managers the
Preliminary Official Statement of the Commission dated the Launch Date attached to the Invitation
(as amended or supplemented, the "Preliminary Official Statement") relating to the Commission's
Toll Revenue Senior Lien Refunding Bonds, 2021 Series A (Taxable), Toll Revenue Senior Lien
Refunding Bonds, 2021 Series B, and Toll Revenue Second Lien Refunding Bonds, 2021 Series
C, (collectively, the "2021 Series Bonds") for use in connection with the Invitation. Any other
offering materials and information relating to the Invitation furnished to Bondowners of the Target
Bonds (including, any advertisements, press releases or summaries relating to the Invitation and
any forms of letters to Bondowners, brokers, securities dealers, commercial banks, trust companies
and other nominees relating to the Invitation), that the Commission may prepare or cause to be
prepared or approved, including any amendments or supplements thereto, as of the Launch Date,
together with the Preliminary Official Statement and the Invitation, are collectively referred to
herein as the "Tender/Exchange Documents." Capitalized terms not defined herein shall have the
meanings ascribed to them in the Preliminary Official Statement.
The Commission will cause a complete and correct copy of the Tender/Exchange
Documents to be prepared and furnished to the Dealer Managers on or prior to the Launch Date.
A copy of the Tender/Exchange Documents as of the date hereof is attached hereto as Exhibit C.
The Tender/Exchange Documents will be prepared and approved by the Commission, and the
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Dealer Managers are authorized to use the Tender/Exchange Documents in connection with the
Tender Invitation and the Exchange Invitation in the manner contemplated by the
Tender/Exchange Documents along with such other offering materials and information that the
Commission may approve for use subsequent to the date hereof in connection with the Tender
Invitation and the Exchange Invitation (together with any and all information and documents
incorporated by reference therein, collectively, the "Additional Material").
In connection with the Invitation, the Commission will deliver 2021 Series Bonds in
exchange for Target Bonds tendered for exchange. The Commission will purchase Target Bonds
tendered for purchase with the proceeds of the Commission's 2021 Series Bonds. The exchange
of any Target Bonds tendered for exchange pursuant to the Exchange Invitation is contingent upon
the issuance of the 2021 Series Bonds. The purchase of any Target Bonds tendered for purchase
pursuant to the Tender Invitation is contingent upon the issuance of the 2021 Series Bonds. The
2021 Series Bonds shall be issued and secured under the provisions of, the Master Indenture dated
as of June 1, 2013 (the "Master Indenture"), as heretofore supplemented and amended, including
as supplemented by the Third Supplemental Indenture relating to the issuance of the 2021 Series
A Bonds and 2021 Series B Bonds (the "Third Supplemental Indenture") and the Fourth
Supplemental Indenture relating to the issuance of the 2021 Series C Bonds (the "Fourth
Supplemental Indenture" and together with the Third Supplemental Indenture, the "Supplemental
Indentures"), each to be dated as of [October 1], 2021. The Master Indenture and all supplements
and amendments thereto, including the Supplemental Indentures, are collectively referred to herein
as the "Indenture." The date on which Target Bonds are exchanged for 2021 Series Bonds pursuant
to the Exchange Invitation or are purchased for cash pursuant to the Tender Invitation is referred
to herein as the "Settlement Date".
SECTION 1. Engagement. Subject to the terms and conditions set forth herein:
(a) The Commission hereby retains the Dealer Managers, and subject to the terms and
conditions hereof, the Dealer Managers agree to act, as the exclusive dealer managers to the
Commission in connection with the Invitation until the Settlement Date or earlier termination of
this Agreement pursuant to Section 3 hereof. As more particularly described herein (and subject
to the limitations described in Sections 1(b) and 1(c), the Dealer Managers will advise the
Commission and its legal and financial advisors with respect to the terms and timing of the
Invitation. The Commission shall have the sole authority for the acceptance of any and all tenders
of Target Bonds for tender or exchange.
(b) The Commission acknowledges that the Dealer Managers have been retained solely
to provide the services set forth in this Agreement. The Commission also acknowledges and agrees
that the Dealer Managers shall each act as an independent contractor, on an arms -length basis
under this Agreement with duties solely to the Commission and that nothing contained herein or
the nature of the Dealer Managers' services hereunder is intended to create or shall be construed
as creating an agency or fiduciary relationship between a Dealer Manager (or any of its affiliates)
and the Commission (or its security holders, directors, officers, employees or creditors) or any
other person. The Commission further acknowledges that (i) neither BofAS or GS shall be deemed
to act as a partner, joint venturer or agent of, or a member of a syndicate with, the Commission
(except that in any jurisdiction in which the Invitation is required to be made by a registered
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licensed broker or dealer, it shall be deemed made by the Dealer Managers on behalf of the
Commission), and the Commission shall not be deemed to act as the agent of BofAS or GS, and
(ii) no securities broker, dealer, bank, trust company or nominee shall be deemed to act as the agent
of BofAS or GS or as the agent of the Commission, and neither BofAS nor GS shall be deemed to
act as the agent of any securities broker, dealer, bank, trust company or nominee. In connection
with the transactions contemplated hereby and the process leading to such transactions, each of
BofAS and GS is and has been acting solely as a principal and not the agent or fiduciary of the
Commission or its security holders, directors, officers, employees, creditors or any other person.
The Commission acknowledges and agrees that none of BofAS or GS, their respective affiliates
and their respective officers, directors, employees, agents and controlling persons shall have any
liability in tort, contract or otherwise to the Commission for any act or omission on the part of any
securities broker, dealer, bank, trust company or nominee or any other person other than BofAS or
GS.
(c) Accordingly, the Commission expressly disclaims any agency or fiduciary
relationship with BofAS and GS hereunder. The Commission understands that BofAS and GS and
their respective affiliates are not providing (nor is the Commission relying on BofAS or GS or
their respective affiliates for) tax, regulatory, legal or accounting advice. The rights and obligations
the Commission may have to BofAS or GS or their respective affiliates under any credit or other
agreement are separate from the Commission's rights and obligations under this Agreement and
will not be affected in any way by this Agreement. BofAS and GS may, to the extent it deems
appropriate, retain the services of any of its affiliates to assist BofAS or GS in providing its services
hereunder and share with any such affiliates any information made available by or on behalf of the
Commission. In connection with the Invitation, the Commission has consulted its own municipal,
legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed
appropriate. BofAS and GS understand that the Commission has retained Fieldman, Rolapp &
Associates, Inc. ("Fieldman") to act as its SEC independent registered municipal advisor in
connection with the Invitation and the issuance of the Series 2021 Bonds. The Commission
acknowledges that BofAS and GS are entering into this Agreement in reliance on the participation
by an independent registered municipal advisor exemption provided under SEC Rule 15Ba1-
1(d)(3)(vi) of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
(d) The Commission acknowledges that BofAS and GS and their respective affiliates
are engaged in a broad range of securities activities and financial services. In the ordinary course
of BofAS' and GS's business, BofAS or GS or their respective affiliates (i) may at any time hold
long or short positions, and may trade or otherwise effect transactions, for BofAS' or GS's own
account or the accounts of its customers, in debt securities of the Commission, including but not
limited to, the Target Bonds, and (ii) may at any time be providing or arranging financing and
other financial services to companies or entities that may be involved in a competing transaction.
(c) The Dealer Managers agree, in accordance with their customary practice and
consistent with industry practice and in accordance with the terms of the Invitation, to perform
those services in connection with the Invitation as are customarily performed by dealer managers
in connection with similar transactions of a like nature, including, without limitation, using all
reasonable efforts to solicit exchanges or tenders of Target Bonds pursuant to the Invitation,
communicating generally regarding the Invitation with securities brokers, dealers, banks, trust
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companies and nominees and other holders of the Target Bonds, and participating in meetings
with, furnishing information to, and assisting the Commission in negotiating with Bondowners of
the Target Bonds. Pursuant to the Invitation, each Bondowner who participates in the Exchange
Invitation must be either (i) a sophisticated municipal market professional as defined in Rule D-15
of the Municipal Securities Rulemaking Board or (ii) a "qualified institutional buyer" within the
meaning of Rule 144a promulgated under the Securities Act of 1933, as amended, all as more
particularly set forth in the Invitation.
(f) The Commission has selected Globic Advisor, Inc.to act as an information agent
(the "Information Agent") in connection with the Invitation and as such to advise the Dealer
Managers as to such matters relating to the Invitation as the Dealer Managers may reasonably
request. In addition, the Commission hereby authorizes the Dealer Managers to communicate with
the Information Agent with respect to matters relating to the Invitation. The Commission agrees
to furnish or cause to be furnished to the Dealer Managers, to the extent the same is available to
the Commission, lists showing the names and addresses of, and principal amount of the Target
Bonds held by, the Registered or Beneficial Owners of the Target Bonds as of a recent date, and
shall use its best efforts to advise the Dealer Managers from day to day during the period of the
Tender/Exchange Program as to any changes in identity of the Registered or Beneficial Owners of
the Target Bonds. The Commission has instructed or will instruct the Information Agent to advise
the Dealer Managers at least daily in writing as to the principal amount of the Target Bonds
tendered and not validly withdrawn pursuant to the Invitation prior to the Expiration Date(s) (as
defined in the Invitation) set forth in the Invitation and such other matters in connection with the
Invitation as the Dealer Managers may request.
(g) The Commission, with the assistance of the Information Agent, shall cause to be
delivered to the Bondowners of the Target Bonds and to each participant in the Depository Trust
Company ("DTC") appearing in the most recent available DTC securities listing as a holder of the
Target Bonds as soon as practicable, by hand, by overnight courier or electronic means, by another
means of expedited delivery copies of the Tender/Exchange Documents. Thereafter, to the extent
practicable, until the Expiration Date(s) of the Invitation, the Commission shall use its best efforts
to cause copies of such materials to be sent to each person who becomes a holder or beneficial
owner of the Target Bonds. In addition, the Commission shall update such information from time
to time during the term of this Agreement as reasonably requested by the Dealer Managers and to
the extent such information is reasonably available to the Commission within the time constraints
specified.
(h) The Commission authorizes the Dealer Mangers to use the Tender/Exchange
Documents and any Additional Material in connection with the Tender Invitation and Exchange
Invitation and for such period of time as any materials are required by law to be delivered in
connection therewith. The Dealer Managers shall not have any obligation to cause any
Tender/Exchange Documents or Additional Material to be transmitted generally to the
Bondowners of the Target Bonds.
(i) The Commission agrees to cause the Preliminary Official Statement and the other
Tender/Exchange Documents to be filed with the Electronic Municipal Market Access system
("EMMA") maintained by the Municipal Securities Rulemaking Board ("MSRB") on or prior to
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the Launch Date and any Additional Materials to be filed with EMMA when issued and delivered
by the Commission. The Commission represents and warrants that the Preliminary Official
Statement has been deemed final as of its date, except for the omission of not more than the
information permitted by Rule 15c2-12 (the "Rule") under the Exchange Act. The Commission
will deliver to the Dealer Managers the final official statement (the "Official Statement") and cause
the Official Statement to be filed on EMMA.
(j) The Commission agrees to advise the Dealer Managers promptly of the occurrence
of (i) any event which, in the reasonable judgment of the Commission or its counsel, could cause
or require the Commission to withdraw, rescind or modify the Tender/Exchange Documents or
any Additional Material; (ii) any proposal by the Commission or requirement to make, amend or
supplement any Tender/Exchange Documents or any Additional Material, (iii) any material
developments in connection with the Tender Invitation or the Exchange Invitation, including,
without limitation, the commencement of any lawsuit concerning or related to the Tender
Invitation or Exchange Invitation, (iv) the issuance by any agency of any comment or order or the
taking of any other action concerning the Tender Invitation or Exchange Invitation, and (v) any
other information relating to the Tender Invitation or Exchange Invitation, the Tender/Exchange
Documents or any Additional Material or this Agreement that the Dealer Managers may from time
to time reasonably request. In addition, if any event occurs as a result of which it shall be necessary
to amend or supplement any Tender/Exchange Documents or any Additional Material in order to
correct any untrue statement of a material fact contained therein or omission to state a material fact
necessary in order to make the statements therein, in the light of the circumstances under which
they were made, not misleading, the Commission shall, promptly upon becoming aware of any
such event, advise the Dealer Managers of such event and, as promptly as practicable under the
circumstances, prepare and furnish copies of such amendments or supplements of any such
Tender/Exchange Documents or any Additional Material to the Dealer Managers, so that the
statements in such Tender/Exchange Documents or Additional Material, as so amended or
supplemented, will not contain any 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 under
which they were made, not misleading. The Commission agrees to file or cause to be filed with
EMMA any amendments or supplements of any Tender/Exchange Documents or any Additional
Material.
(k) Except as otherwise required by law or regulation, the Commission will not use or
publish any material in connection with the Invitation, other than the Tender/Exchange Documents
and any Additional Material approved in writing by the Dealer Managers, or refer to the Dealer
Managers in any such material, without the prior written approval of the Dealer Managers, which
in either instance shall not be unreasonably withheld. The Commission, upon receiving such
written approval, will promptly furnish the Dealer Managers with as many copies of such approved
materials as the Dealer Managers may reasonably request. The Commission will promptly inform
the Dealer Manager of any litigation or administrative or similar proceeding of which it becomes
aware which is initiated or threatened with respect to the Invitation. The Dealer Managers agree
that they will not make any statements in connection with the Invitation other than the statements
that are set forth in, or derived from, the Tender/Exchange Documents or Additional Material
without the prior written consent of the Commission.
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(1) The Commission agrees to pay promptly, in accordance with the terms of the
Tender/Exchange Documents, the applicable purchase price for the Target Bonds to the
Bondowners entitled thereto; provided, however, that the source of payment therefor is solely from
the proceeds of the 2021 Series Bonds [and from other available moneys of the Commission with
respect to the payment of accrued interest]. The Commission agrees not to purchase or exchange
any Target Bonds during the term of this Agreement except pursuant to and in accordance with
the Invitation or as otherwise agreed in writing by the parties hereto and permitted under applicable
laws and regulations.
SECTION 2. Compensation and Expenses.
(a) The Commission shall pay to Dealer Managers, as compensation for services as
Dealer Manager, a fee of $[TBD] for each $1,000 principal amount of Target Bonds tendered,
purchased or $[TBD] for each $1,000 principal amount of Target Bonds exchanged by the
Commission pursuant to the Invitation. Of such fee, [50%] shall be paid to BofA Securities, Inc.
and [50%] to Goldman Sachs & Co. LLC. The Dealer Managers' fee and reasonable expenses
will be paid from the proceeds of the 2021 Series Bonds issued by the Commission.
(b) Whether or not any of the Target Bonds are exchanged or purchased pursuant to
the Tender Invitation or the Exchange Invitation, the Commission shall pay all reasonable
expenses incurred or payable by the Dealer Managers in connection with the Invitation, including,
without limitation, all fees and expenses relating to preparation, printing, mailing, and publishing
of the Tender/Exchange Documents and any Additional Materials, and all amounts payable to
securities dealers (including the Dealer Managers), brokers, banks, trust companies, and nominees
as reimbursements of their customary mailing and handling expenses incurred in forwarding the
Tender/Exchange Documents and any Additional Materials to their customers, and of any
forwarding agent, all advertising charges and all other expenses of the Commission in connection
with the Invitation and shall reimburse the Dealer Managers for all reasonable out-of-pocket
expenses incurred by the Dealer Managers in connection with their services as Dealer Managers
under this Agreement, including the reasonable fees and disbursements of counsel to the Dealer
Managers.
SECTION 3. Termination; Withdrawal.
(a) Subject to Section 7 hereof, this Agreement shall terminate upon the earliest to
occur of (i) the termination, withdrawal or cancellation of the Invitation, (ii) the close of business
on the Settlement Date, (iii) the withdrawal by BofAS and GS as the Dealer Managers pursuant
to Section 3(c) hereof, and (iv) the date that is six months from the date hereof.
(b) Subject to Section 7 hereof, this Agreement may be terminated by the Commission,
at any time upon notice to the Dealer Managers, if (i) at any time prior to the Settlement Date, the
Invitation is terminated or withdrawn by the Commission for any reason, or (ii) the Dealer
Managers do not comply in any material respect with any covenant in Section 1 in the reasonable
opinion of the Commission.
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(c) Subject to Section 7 hereof, this Agreement shall be subject to termination in the
absolute discretion of the Dealer Managers without any liability or penalty to the Dealer Managers
or any other Dealer Manager -Related Person (as defined in Annex A hereto), at any time upon
notice to the Commission, if (i) at any time prior to the Settlement Date, the Invitation is terminated
or withdrawn by the Commission for any reason other than as provided in Section 3(b)(ii) above,
or any stop order, restraining order, injunction or denial of an application for approval has been
issued and not thereafter stayed or vacated, or any proceeding, litigation or investigation has been
initiated, with respect to or otherwise affecting the Invitation or any other action or transaction
contemplated by the Tender/Exchange Documents or this Agreement, which the Dealer Managers
believes renders it inadvisable for the Dealer Managers to continue to act hereunder, then in any
such case the Dealer Managers shall be entitled to withdraw as Dealer Manager without any
liability or penalty to it or any other Dealer Manager -Related Person and without loss of any right
to reimbursement for its expenses, fees and costs pursuant to Section 2 hereof, (ii) the Commission
shall have breached in any material respects any representation, warranty or covenant contained
herein (including, but not limited to, the conditions set forth in Section 4 hereof), or (iii) the
Commission shall publish, send or otherwise distribute any amendment or supplement to the
Tender/Exchange Documents or any Additional Material to which Dealer Managers shall
reasonably object in writing to the Commission.
(d) Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section
3(b)(i) only, at any time prior to the consummation of the transactions contemplated by the
Tender/Exchange Documents, the Dealer Managers will be entitled to their full fees described in
Section 2 in the event that, at any time prior to 12 months from any such termination by the
Commission, the Commission consummates an offer or offers or consent solicitations in a form
similar to the Invitation with respect to the Target Bonds in a transaction or series of transactions
in which BofAS or GS did not act as dealer manager or solicitation agent to the Commission.
(e) If this Agreement is terminated in accordance with Section 3(b)(i), the Commission
will reimburse the Dealer Managers for their expenses, fees and costs pursuant to Section 2 hereof
through the date of such termination promptly after such date.
SECTION 4. Representations and Warranties by the Commission. The Commission
represents and warrants to the Dealer Managers, as of the date hereof, as of each date that any
Tender/Exchange Documents are published, sent, given or otherwise distributed, throughout the
continuance of the Invitation, and as of the Settlement Date that:
(b) The Commission is a county transportation commission duly organized and
existing under the laws of the State of California and has the power and Commission to own its
properties and to carry on its businesses as now being conducted and as currently contemplated to
be conducted hereafter.
(c) The Commission has full legal right, power and Commission to execute and deliver
this Agreement, and to perform all its obligations hereunder and to make and consummate the
Invitation in accordance with its terms.
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(d) The Commission has taken all necessary official action to authorize the making and
consummation of the Invitation (including authorizing any provisions for the payment from
proceeds of the 2021 Series Bonds by the Commission for Target Bonds tendered for purchase and
for the issuance and delivery by the Commission of the 2021 Series Bonds in exchange for Target
Bonds tendered for exchange) and the execution, delivery, and performance by the Commission
of this Agreement; and this Agreement has been duly executed and delivered by the Commission
and, assuming due authorization, execution and delivery by the Dealer Managers, this Agreement
constitutes a legal, valid and binding contractual obligation of the Commission, enforceable
against the Commission in accordance with its terms, except as the Commission's obligations
hereunder and the enforceability of this Agreement may be subject to judicial discretion in
accordance with general principles of equity, the valid exercise of the sovereign police powers of
the State of California and of the constitutional powers of the United States and valid bankruptcy,
insolvency, reorganization, moratorium and other laws affecting creditors' rights.
(e) The Tender/Exchange Documents comply and (as amended or supplemented, if
amended or supplemented) will comply in all material respects with all applicable requirements of
the federal securities laws; and the Tender/Exchange Documents and the Additional Material do
not and (as amended or supplemented, if amended or supplemented) will not contain any untrue
statement of a material fact or omit to state any material fact required to be stated therein or
necessary in order to make the statements made therein, in the light of the circumstances under
which they were made, not misleading.
(f) Except as otherwise disclosed in the Tender/Exchange Documents (exclusive of
any amendment or supplement thereto), subsequent to the respective dates as of which information
is given in the Tender/Exchange Documents (exclusive of any amendment or supplement thereto):
(i) there has been no material adverse change, or any development that could reasonably be
expected to result in a material adverse change, in the condition, financial or otherwise, or in the
earnings, management, operations or prospects, whether or not arising from transactions in the
ordinary course of operations, of the Commission in the reasonable opinion of the Dealer Managers
(any such change is called a "Material Adverse Change"); and (ii) except as disclosed in the
Tender/Exchange Documents, the Commission has not incurred any material liability or
obligation, indirect, direct or contingent, nor entered into any material transaction or agreement
other than the issuance of the Series 2021 Bonds.
(g) The making and consummation of the Invitation (including any provisions for the
payment by the Commission from proceeds of the 2021 Series Bonds or other available funds of
the Commission for Target Bonds tendered for purchase or for the issuance and delivery by the
Commission of 2021 Series Bonds in exchange for Target Bonds tendered for exchange), the
execution, delivery and performance by the Commission of this Agreement and the consummation
of the transactions contemplated hereby do not and will not (i) conflict with, or result in the
acceleration of any obligation under or in a breach of, or constitute a default under, any of the
provisions of the Indenture or any indenture, agreement or undertaking to which the Commission
is a party or by which it is bound or to which any of its property or assets is subject, (ii) result in
any violation of laws of the State of California, or its Bylaws, as amended, or (iii) contravene any
federal or state law, rule or regulation applicable to the Commission, or any order applicable to the
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Commission of any court or of any other governmental agency or instrumentality having
jurisdiction over it or any of its property.
(h) There are no legal or governmental actions, suits or proceedings pending or, to the
best of the Commission's knowledge, threatened against or affecting the Commission or which
has as the subject thereof any property owned or leased by, the Commission and any such action,
suit or proceeding, if determined adversely to the Commission, would result in a Material Adverse
Change or adversely affect the making or consummation of the Invitation, the acquisition,
cancellation or exchange of Target Bonds or the other transactions contemplated by the
Tender/Exchange Documents.
(i) No consent, approval, authorization or order of, or registration, qualification or
filing with, any court or regulatory agency or other governmental agency or instrumentality is
required in connection with the making and consummation of the Invitation (including any
provisions for the payment by the Commission for Target Bonds tendered for purchase or for the
issuance and delivery by the Commission of the 2021 Series Bonds in exchange for Target Bonds
tendered for exchange), the execution, delivery and performance of this Agreement or the
consummation of the transactions contemplated hereby.
(j) Subject to the successful sale and closing of the 2021 Series Bonds, the
Commission has or will have available funds, and is authorized to use such funds under applicable
law, to pay the full purchase price of the Target Bonds tendered for purchase that it may become
committed to purchase pursuant to the Invitation and all related fees and expenses, and will have
available for delivery, and is authorized to issue and deliver the 2021 Series Bonds in exchange
for Target Bonds that it may become committed to exchange pursuant to the Invitation; and the
2021 Series Bonds when issued, authenticated and delivered in exchange for Target Bonds or to
fund the purchase of the Target Bonds will be valid and legally enforceable obligations of the
Commission in accordance with their terms and the terms of the Indenture.
(k) The representations and warranties of the Commission with respect to the 2021
Series Bonds set forth in any purchase contract executed by the Commission with the underwriters
of 2021 Series Bonds to be sold in a public offering thereof (the "Purchase Contact") are hereby
incorporated into this Agreement and made to the Dealer Managers with respect to the 2021 Series
Bonds.
(1) The Commission has made or caused to be made appropriate arrangements with
DTC to allow for the book -entry movement of tendered or exchanged Target Bonds between
depository participants and DTC during the Exchange Invitation.
(m) The representations and warranties set forth in this Section 4 shall remain operative
and in full force and effect regardless of (i) any investigation made by or on behalf of any Dealer
Manager indemnified person (as defined in Annex A attached hereto) or (ii) any termination,
expiration or cancellation of this Agreement.
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SECTION 5. Conditions to Obligations of Dealer Managers. The obligation of each
Dealer Manager to act as a Dealer Manager hereunder shall at all times be subject, in its discretion,
to the conditions that:
(a) All representations and warranties of the Commission contained herein or in any
certificate or writing delivered hereunder at all times during the Invitation and at all times at or
prior to the Settlement Date, shall be true and correct.
(b) The Commission at all times during the Invitation and at all times at or prior to the
Settlement Date shall have performed all of its obligations hereunder required as of such time to
have been performed by it.
(c) Counsel for the Commission shall have delivered to the Dealer Managers opinions
of Best, Best & Krieger LLP, General Counsel to the Commission ("Commission Counsel"),
Orrick, Herrington & Sutcliffe LLP, Bond Counsel ("Bond Counsel") and Norton Rose Fulbright
US LLP ("Disclosure Counsel")]] dated as of the Launch Date, addressed to the Dealer Managers,
substantially in the forms attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.
(d) The Commission shall furnish to the Dealer Managers on the Settlement Date the
legal opinions, certificates, instruments and other documents delivered under the Purchase
Contract to the underwriters for the publicly offered 2021 Series Bonds, or, in the event that a
Purchase Contract is not then executed, in the forms set forth in the form of the Purchase Contract
approved by the Commission.
(e) At the Settlement Date, there shall have been delivered to the Dealer Managers, on
behalf of the Commission, a certificate of the Executive Director of the Commission, dated the
Settlement Date, and stating that the representations and warranties set forth in Section 4 hereof
are true and accurate as if made on such Settlement Date.
(f) The Commission shall have advised the Dealer Managers promptly of (i) the
occurrence of any event (other than one expressly contemplated by the terms of the Invitation),
which could cause the Commission to withdraw, rescind or terminate the Invitation or would
permit the Commission to exercise any right not to purchase or exchange Target Bonds tendered
or exchanged under the Invitation, (ii) the occurrence of any event, or the discovery of any fact,
the occurrence or existence of which it believes would make it necessary or advisable to make any
change in the Tender/Exchange Documents or any Additional Materials being used or would cause
any representation or warranty contained in this Agreement to be untrue or inaccurate, (iii) any
proposal by the Commission or requirement to make, amend or supplement any Tender/Exchange
Document or any Additional Material pursuant to any applicable law, rule or regulation, (iv) its
awareness of the issuance by any regulatory authority of any comment or order or the taking of
any other action concerning the Invitation (and, if in writing, will have furnished the Dealer
Managers with a copy thereof), (v) its awareness of any material developments in connection with
the Invitation or the financing thereof, including, without limitation, the commencement of any
lawsuit relating to the Invitation and (vi) any other information relating to the Invitation, the
Tender/Exchange Documents, any Additional Material or this Agreement which the Dealer
Managers may from time to time reasonably request.
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SECTION 6. Indemnification. In consideration of the engagement hereunder, the
Commission shall indemnify and hold the Dealer Managers harmless to the extent set forth in
Annex A hereto, which provisions are incorporated by reference herein and constitute a part hereof.
Annex A hereto is an integral part of this Agreement and shall survive any termination, expiration
or cancellation of this Agreement.
SECTION 7. Survival. This Section 7 and Sections 2, 6, 8, 9, 10, 11, 12 and 14 hereof
and Annex A hereto and the representations and warranties of the Commission set forth in Section
4 hereof shall survive any failure by the Commission to commence, or termination, expiration or
cancellation of this Agreement, any completion of the engagement provided for by this Agreement
or any investigation made on behalf of the Commission, the Dealer Managers or any Dealer
Manager -Related Person (as defined in Annex A hereto) and shall survive the termination of the
Invitation.
SECTION 8. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY,
AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK
WITHOUT GIVING EFFECT TO CONFLICTS OF LAWS PROVISIONS (OTHER THAN
NEW YORK GENERAL OBLIGATIONS LAWS 5-1401 AND 5-1402); PROVIDED THAT
THE AUTHORITY OF THE COMMISSION TO ENTER THIS AGREEMENT AND THE
OBLIGATIONS OF COMMISSION HEREUNDER SHALL BE GOVERNED BY, AND
CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA.
SECTION 9. Submission to Jurisdiction. EACH PARTY IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT IT WILL NOT COMMENCE ANY ACTION,
LITIGATION OR PROCEEDING OF ANY KIND OR DESCRIPTION, WHETHER IN LAW
OR EQUITY, WHETHER IN CONTRACT OR IN TORT OR OTHERWISE AGAINST THE
ANOTHER PARTY IN ANY WAY RELATING TO THIS AGREEMENT OR ANY OTHER
RELATED DOCUMENT OR THE TRANSACTIONS RELATING HERETO OR THERETO,
IN ANY FORUM OTHER THAN THE COURTS OF THE STATE OF CALIFORNIA SITTING
IN RIVERSIDE COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE
CENTRAL DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY
THEREOF, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY SUBMITS TO THE JURISDICTION OF SUCH COURTS AND
AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION, LITIGATION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE
COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH
FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION, LITIGATION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE
JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
SECTION 10. Waiver of Venue. EACH OF THE PARTIES HERETO IRREVOCABLY
AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT IN ANY
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COURT REFERRED TO IN SECTION 9 OF THIS AGREEMENT. EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE
MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
SECTION 11. Service of Process. EACH PARTY HERETO IRREVOCABLY
CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN
SECTION 13 OF THIS AGREEMENT. NOTHING IN THIS AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER
PERMITTED BY APPLICABLE LAW.
SECTION 12. Waiver of Jury Trial. EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING
DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR ANY OTHER RELATED DOCUMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER
THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO DEALER MANAGER,
AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR
OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF
LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (b)
ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN
INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER RELATED
DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND
CERTIFICATIONS IN THIS SECTION.
SECTION 13. Notices. Except as otherwise expressly provided in this Agreement,
whenever notice is required by the provisions of this Agreement to be given, such notice shall be
in writing addressed as follows and effective when received:
If to the Commission:
Riverside County Transportation Commission
4080 Lemon Avenue, 3rd Floor
Riverside, California 92501
Attention: Chief Financial Officer
If to BofAS:
BofA Securities, Inc.
One Bryant Park, 12th Floor
New York, NY 10036
Email: mitchell.gold@bofa.com
Attention: Mitchell Gold
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If to GS:
Goldman Sachs & Co. LLC.
555 California St. 145th Floor
San Francisco, CA 94104
Email: kyle.vinson@gs.com
Attention: Kyle D. Vinson
SECTION 14. Advertisements. The Commission agrees that the Dealer Managers shall
have the right to place advertisements in financial and other newspapers and journals at their own
expense describing their services to the Commission hereunder, subject to the Commission's prior
approval, which approval shall not be unreasonably withheld or delayed.
SECTION 15. Miscellaneous.
(a) This Agreement contains the entire agreement between the parties relating to the
subject matter hereof and supersedes all oral statements and prior writings with respect thereto.
This Agreement may not be amended or modified except by a writing executed by each of the
parties hereto. Section headings herein are for convenience only and are not a part of this
Agreement.
(b) This Agreement is solely for the benefit of the Commission and the Dealer
Managers, and their respective successors, heirs and assigns, and no other person shall acquire or
have any rights under or by virtue of this Agreement.
(c) The Dealer Managers may share any information or matters relating to the
Commission, the Invitation and the transactions contemplated hereby with their respective
affiliates and such affiliates may likewise share information relating to the Commission with the
Dealer Managers.
(d) If any term, provision, covenant or restriction contained in this Agreement is held
by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy,
the remainder of the terms, provisions, covenants, and restrictions contained herein shall remain
in full force and effect and shall in no way be affected, impaired or invalidated. The Commission
and the Dealer Managers shall endeavor in good faith negotiations to replace the invalid, void or
unenforceable provisions with valid provisions, the economic effect of which comes as close as
possible to that of the invalid, void or unenforceable provisions.
(e) This Agreement may be executed in counterparts, each of which will be deemed an
original, but all of which, taken together, will constitute one and the same instrument.
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If the foregoing correctly sets forth our understanding, please indicate your acceptance of
the terms hereof by signing in the appropriate space below and returning to the Dealer Managers
the enclosed duplicate originals hereof, whereupon this letter shall become a binding agreement
between us.
Very truly yours,
BOFA SECURITIES, INC.
By:
Name:
Title:
GOLDMAN SACHS & CO, LLC
By:
Name:
Title:
Accepted and agreed to as
of the date first written above:
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
By:
Name:
Title:
[Signature Page to Dealer Manager Agreement]
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ANNEX A
To Dealer Manager Agreement,
dated , 2021 (the "Agreement"), between
BofA Securities, Inc., Goldman Sachs & Co. LLC and
Riverside County Transportation Commission (the "Commission")
Section 1. Indemnification of the Dealer Managers. To the extent allowed by California
law, the Commission shall indemnify and hold harmless the Dealer Managers, their respective
affiliates and their respective officers, directors, employees, agents and controlling persons (each,
a "Dealer Manager -Related Person") from and against any and all losses, claims, damages,
liabilities and expenses (collectively, "Liabilities") to which any such Dealer Manager -Related
Person may become subject under the Securities Act, the Exchange Act or other federal or state
statutory law or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the Commission), insofar as
such Liability or actions, claims, litigation, investigations (including, without limitation, any
governmental or regulatory investigations) or proceedings in respect thereof as contemplated
below (each, a "Proceeding" and collectively, "Proceedings") arising out of or based upon (a) any
untrue statement or alleged untrue statement of a material fact contained in the Tender/Exchange
Documents and any Additional Material or in any amendment or supplement to any of the
foregoing, or the omission or alleged omission to state therein a material fact necessary in order to
make the statements therein, in the light of the circumstances under which they were made, not
misleading, (b) any breach by the Commission of any representation or warranty or failure to
comply with any of the agreements set forth in the Agreement, (c) in whole or in part upon any
failure of the Commission to perform its obligations hereunder or under law, or (d) any act or
failure to act or any alleged act or failure to act by the Dealer Managers in connection with, or
relating in any manner to, the transactions contemplated by the Tender/Exchange Documents and
any Additional Material or in any amendment or supplement to any of the foregoing, and which is
included as part of or referred to in Liability or Proceeding arising out of or based upon any matter
covered by clause (a) above, provided that the Commission shall not be liable under this clause (d)
to the extent, but only to the extent, that a court of competent jurisdiction shall have determined
by a final judgment that Liability or Proceeding resulted directly from any such acts or failures to
act undertaken or omitted to be taken by a Dealer Manager through its gross negligence or willful
misconduct; and to reimburse such Dealer Manager and each such director, officer, employee or
controlling person for any and all expenses (including the fees and disbursements of counsel
chosen by such Dealer Manager) as such expenses are reasonably incurred by such Dealer Manager
or such director, officer, employee or controlling person in connection with investigating,
defending, settling, compromising or paying any such Liability or Proceeding; provided, however,
that the foregoing indemnity agreement shall not apply to any Liability to the extent, arising out
of or based upon any untrue statement or alleged untrue statement or omission or alleged omission
made in reliance upon and in conformity with written information furnished to the Commission by
the Dealer Managers expressly for use in the Tender/Exchange Documents and any Additional
Material or any amendment or supplement thereto (the "Dealer Manager Information"). The
Commission also acknowledges and agrees that no Dealer Manager -Related Person shall have any
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Liability (whether direct or indirect, in contract, tort or otherwise) to the Commission or its
affiliates or any other person for any act or omission on the part of any broker or dealer in securities
or any commercial bank, company or other nominee or any other person, and that no Dealer
Manager -Related Person shall have any Liability (whether direct or indirect, in contract, tort or
otherwise) to the Commission, its affiliates or any other person for any Liabilities arising from or
in connection with any act or omission in performing the Dealer Manager -Related Person's
obligations hereunder or otherwise in connection with the Tender Invitation or Exchange Invitation
or any other action contemplated in the Tender/Exchange Documents and the Additional Material,
in each case, except to the extent, but only to the extent, that any such Liabilities are finally
determined by a court of competent jurisdiction to have resulted from the gross negligence or
willful misconduct of such Dealer Manager -Related Person. The indemnity, reimbursement,
contribution and hold harmless provisions in this Section 1 shall be in addition to any other liability
that the Commission may otherwise have at common law or otherwise. The provisions of this
Section 1 apply whether the Liabilities are incurred by, or the Proceeding is brought by, the
Commission, any of the Commission's affiliates, any Dealer Manager -Related Person or any other
person, whether or not a Dealer Manager -Related Person is a party to the Proceeding and whether
or not any aspect of the obligations and the transactions contemplated by the Tender/Exchange
Documents and any Additional Material are consummated.
Section 2. Indemnification of the Commission. The Dealer Managers agree to indemnify
and hold harmless the Commission, and each person, if any, who controls the Commission within
the meaning of the Securities Act or the Exchange Act, against any Liability, as incurred, to which
the Commission may become subject, under the Securities Act, the Exchange Act, or other federal
or state statutory law or regulation, or at common law or otherwise (including in settlement of any
litigation, if such settlement is effected with the written consent of the Dealer Managers), insofar
as such Liability (or Proceeding in respect thereof as contemplated below) arises out of or is based
upon any untrue statement or alleged untrue statement of a material fact contained in the
Tender/Exchange Documents or any amendment or supplement thereto, or the omission or alleged
omission therefrom of a material fact necessary in order to make the statements therein, in the light
of the circumstances under which they were made, not misleading, in each case to the extent, but
only to the extent, that such untrue statement or alleged untrue statement or omission or alleged
omission was made in the Tender/Exchange Documents or any amendment or supplement thereto,
in reliance upon and in conformity with the Dealer Manager Information; and to reimburse the
Commission and any controlling person for any and all Liabilities (including the fees and
disbursements of counsel) as such Liabilities are reasonably incurred by the Commission or
controlling person in connection with investigating, defending, settling, compromising or paying
any such Liability or Proceeding. The Commission hereby acknowledges that the only Dealer
Manager Information is (i) the names and addresses of the Dealer Managers as provided on the
back cover of the Invitation, and (ii) the names of the Dealer Managers in the Preliminary Official
Statement under the headings ["FINANCING PLAN" and "UNDERWRITING."] The indemnity
agreement set forth in this Section 2 shall be in addition to any liabilities that the Dealer Managers
may otherwise have.
Section 3. Notifications and Other Indemnification Procedures. Promptly after receipt by
a Dealer Manager -Related Person under this Annex A of notice of the commencement of any
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Proceeding, such Dealer Manager -Related Person will, if a claim in respect thereof is to be made
against an indemnifying party under this Annex A, notify the indemnifying party in writing of the
commencement thereof, but the omission so to notify the indemnifying party will not relieve it
from any Liability which it may have to any Dealer Manager -Related Person for contribution or
otherwise other than under the indemnity agreement contained in this Annex A or to the extent it
is not prejudiced as a proximate result of such failure. In case any such Proceeding is brought
against any Dealer Manager -Related Person and such Dealer Manager -Related Person seeks or
intends to seek indemnity from an indemnifying party, the indemnifying party will be entitled to
participate in and, to the extent that it shall elect, jointly with all other indemnifying parties
similarly notified, by written notice delivered to the Dealer Manager -Related Person promptly
after receiving the aforesaid notice from such Dealer Manager -Related Person, to assume the
defense thereof with counsel reasonably satisfactory to such Dealer Manager -Related Person;
provided, however, if the defendants in any such Proceeding include both the Dealer Manager -
Related Person and the indemnifying party and the Dealer Manager -Related Person shall have
reasonably concluded that a conflict may arise between the positions of the indemnifying party
and the Dealer Manager -Related Person in conducting the defense of any such Proceeding or that
there may be legal defenses available to it and/or other Dealer Manager -Related Persons which are
different from or additional to those available to the indemnifying party, the Dealer Manager -
Related Person or parties shall have the right to select separate counsel to assume such legal
defenses and to otherwise participate in the defense of such Proceeding on behalf of such Dealer
Manager -Related Person or parties. Upon receipt of notice from the indemnifying party to such
Dealer Manager -Related Person of such indemnifying party's election so to assume the defense of
such Proceeding and approval by the Dealer Manager -Related Person of counsel, the indemnifying
party will not be liable to such Dealer Manager -Related Person under this Annex A for any legal
or other expenses subsequently incurred by such Dealer Manager -Related Person in connection
with the defense thereof unless (i) the Dealer Manager -Related Person shall have employed
separate counsel in accordance with the proviso to the next preceding sentence (it being
understood, however, that the indemnifying party shall not be liable for the expenses of more than
one separate counsel (together with local counsel), approved by the indemnifying party or (ii) the
indemnifying party shall not have employed counsel satisfactory to the Dealer Manager -Related
Person to represent the Dealer Manager -Related Person within a reasonable time after notice of
commencement of the Proceeding, in each of which cases the fees and expenses of counsel shall
be at the expense of the indemnifying party.
Section 4. Settlements. The indemnifying party shall not be liable for any settlement of any
Proceeding effected without its written consent (not to be unreasonably withheld), but if settled
with such consent or if there be a final judgment for the plaintiff, the indemnifying party agrees to
indemnify the Dealer Manager -Related Person against any Liability by reason of such settlement
or judgment. Notwithstanding the foregoing sentence, if at any time a Dealer Manager -Related
Person shall have requested an indemnifying party to reimburse the Dealer Manager -Related
Person for fees and expenses of counsel as contemplated by this Annex A, the indemnifying party
agrees that it shall be liable for any settlement of any Proceeding effected without its written
consent if (i) such settlement is entered into more than 30 days after receipt by such indemnifying
party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the Dealer
Manager -Related Person in accordance with such request prior to the date of such settlement. No
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indemnifying party shall, without the prior written consent of the Dealer Manager -Related Person,
effect any settlement, compromise or consent to the entry of judgment in any pending or threatened
Proceeding in respect of which any Dealer Manager -Related Person is or could have been a party
and indemnity was or could have been sought hereunder by such Dealer Manager -Related Person,
unless such settlement, compromise or consent (i) includes an unconditional release of such Dealer
Manager -Related Person from all Liability on claims that are the subject matter of such Proceeding
and (ii) does not include any statements as to or any findings of fault, culpability or failure to act
by or on behalf of any Dealer Manager -Related Person.
Section 5. Contribution. If the indemnification provided for in Sections 1 and 2 hereof is
for any reason held to be unavailable to or otherwise insufficient to hold harmless a Dealer
Manager -Related Person in respect of any Liabilities referred to therein, then each indemnifying
party shall contribute to the aggregate amount paid or payable by such Dealer Manager -Related
Person, as incurred, as a result of any Liabilities referred to therein (i) in such proportion as is
appropriate to reflect the relative benefits received by the Commission on the one hand, and the
Dealer Manager, on the other hand, from the Invitation or (ii) if the allocation provided by clause
(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect not only
the relative benefits referred to in clause (i) above but also the relative fault of the Commission,
on the one hand, and the Dealer Managers, on the other hand, in connection with the statements or
omissions which resulted in such Liabilities, as well as any other relevant equitable considerations.
The relative benefits received by the Commission on the one hand, and the Dealer Managers, on
the other hand, in connection with the Invitation shall be deemed to be in the same respective
proportions as the sum of the total principal amount of Target Bonds purchased or exchanged
pursuant to the Invitation bears to the aggregate fees paid or to be paid to the Dealer Managers
under the Agreement. The relative fault of the Commission, on the one hand, and the Dealer
Managers, on the other hand, shall be determined by reference to, among other things, whether
any such untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Commission, on the one hand, or the
Dealer Managers, on the other hand, and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
The amount paid or payable by a party as a result of the Liabilities referred to above shall
be deemed to include, subject to the limitations set forth in Sections 1 and 2 hereof, any legal or
other fees or expenses reasonably incurred by such party in connection with investigating or
defending any Proceeding. The provisions set forth in Section 3 hereof with respect to notice of
commencement of any Proceeding shall apply if a claim for contribution is to be made under this
Section 5; provided, however, that no additional notice shall be required with respect to any
Proceeding for which notice has been given under Section 3 hereof for purposes of
indemnification.
Notwithstanding the provisions of this Section 5, the Dealer Managers shall not be required
to contribute any amount in excess of the aggregate amount of fees actually received by the Dealer
Managers under the Agreement. No person guilty of fraudulent misrepresentation (within the
meaning of Section 11 of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. For purposes of this Section 5, each director,
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officer and employee of the Dealer Manager and each person, if any, who controls a Dealer
Manager within the meaning of the Securities Act and the Exchange Act shall have the same rights
to contribution as such Dealer Manager, and each director of the Commission, and each person, if
any, who controls the Commission with the meaning of the Securities Act and the Exchange Act
shall have the same rights to contribution as the Commission.
Capitalized terms used but not defined in this Annex A have the meanings assigned to such
terms in the Agreement.
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EXHIBIT A
Form of Legal Opinion of General Counsel to the Commission to be delivered on the Launch
Date
iTO INCLUDE THE FOLLOWING]
1. The Commission is a county transportation commission duly created and validly
existing governmental agency, body politic and corporate of the State of California with full power
and authority to own and operate the Riverside SR -91 Improvement Project (as defined in the
Master Indenture) and to issue one or more series of Obligations for any corporate purpose of the
Commission.
2. By official action prior to or concurrently with the launch of its Invitation, dated
September _, 2021 (the "Invitation"), the Commission has duly:
(a) authorized the execution of the Third Supplemental Indenture, dated as of October
1, 2021 (the "Third Supplemental Indenture") and a Fourth Supplemental Indenture, dated as of
October 1, 2021 (the "Fourth Supplemental Indenture"), each by and between the Commission
and U.S. Bank National Association, as successor trustee (the "Trustee"), supplementing the the
Master Indenture, dated as of June 1, 2013 (the "Master Indenture," and as amended and
supplemented, the "Indenture"), pursuant to which the Commission may issue up to $725,000,000
aggregate principal amount of the Commission's Toll Revenue Senior Lien Refunding Bonds,
2021 Series A (Taxable), Toll Revenue Senior Lien Refunding Bonds, 2021 Series B, and Toll
Revenue Second Lien Refunding Bonds, 2021 Series C, (collectively, the "2021 Series Bonds");
(b) authorized the preparation and distribution of the Preliminary Official Statement
dated September _, 2021 (the "Preliminary Official Statement"), and the Official Statement, of
the Commission relating to the 2021 Series Bonds (the "Official Statement"); and
(c) authorized and approved the execution and the delivery of, and the performance by
the Commission of the obligations on its part contained in, the Invitation, the Series 2021 Bonds,
the Indenture, and the Dealer Manager Agreement with BofA Securities, Inc. and Goldman Sachs
& Co. LLC, dated September _, 2021 (the "Dealer Manager Agreement"), and the consummation
by it of all other transactions and obligations required or contemplated thereby.
The Preliminary Official Statement and the Official Statement, the Invitation, the 2021
Series Bonds, the Indenture and the Dealer Manager Agreement are herein collectively referred to
as the "Transaction Documents".
3. The Dealer Manager Agreement constitutes the legal, valid and binding contractual
obligation of the Commission except as the Commission's obligations thereunder and the
enforceability thereof may be subject to judicial discretion in accordance with general principles
of equity, the valid exercise of the sovereign police powers of the State of California and of the
constitutional powers of the United States and valid bankruptcy, insolvency, reorganization,
moratorium and other laws affecting creditors' rights and subject to the qualification that the
enforcement of the indemnification provisions of the Dealer Manager Agreement may be limited
by federal or state securities laws and public policy.
Ex. A-1
4821-8557-9254v7/200313-0040
4. To our knowledge, the execution and delivery by the Commission of each of the
Transaction Documents and the consummation by the Commission of the transactions
contemplated thereby, will not conflict with or constitute a breach of or default under any
constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture,
bond, note, ordinance, Indenture, agreement or other instrument to which the Commission is a
party or to which the Commission or any of the property or assets of the Commission are otherwise
subject, nor will any such execution, delivery, adoption or 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 property, assets or revenues of the Commission or under the terms of any such
law, regulation or instrument, except as provided by the 2021 Series Bonds and the Indenture.
5. To our knowledge, no governmental approval, which has not been obtained or taken
and is not in full force and effect, is required to authorize, or is required for, the execution or
delivery of each of the Transaction Documents by the Commission, or the consummation by the
Commission of the transactions contemplated thereby.
6. Except as disclosed in the Preliminary Official Statement, to our current actual
knowledge, there is no action, suit, proceeding, inquiry or investigation, at law or in equity before
or by any court, government agency or public board or body, pending or, to the our current actual
knowledge, threatened, which may affect the existence of the Commission or the titles of its
officers to their respective offices, or which may materially affect or which seeks to prohibit,
restrain or enjoin the sale, issuance or delivery of the Series 2021 Bonds or the collection of
Revenues pledged or to be pledged to pay the principal of and interest on the Series 2021 Bonds,
or which in any way contests or affects the validity or enforceability of the Transaction Documents
or which contests the power of the Commission or any authority or proceedings for the issuance,
sale or delivery of the Series 2021 Bonds, the execution or delivery of the Transaction Documents,
the operation of the RCTC 91 Express Lanes as described in the Preliminary Official Statement,
wherein an unfavorable decision, ruling or finding would materially adversely affect the validity
or enforceability of the Transaction Documents.
7. The issuance of the 2021 Series Bonds has been duly authorized by the
Commission.
8. Without having undertaken to determine independently the accuracy or fairness of
the statements contained in the Preliminary Official Statement, the Tender/Exchange Documents
or the Additional Material, as a result of our participation in the preparation of the Preliminary
Official Statement, the Tender/Exchange Documents and the Additional Material as general
counsel to the Commission, no facts have come to the attention of the personnel in the firm directly
involved in rendering legal advice and assistance in connection therewith which gives them cause
to believe that the Preliminary Official Statement (except for information permitted to be excluded
therefrom pursuant to Rule 15c2-12, the financial statements and other financial and statistical data
included therein, forecasts, projections, estimates, assumptions and expressions of opinion,
statements relating to DTC, Cede & Co. and the book -entry system and statements contained in in
Appendices A, B, C and G thereto, as to which we express no opinion), the Tender/Exchange
Documents or the Additional Material as of date hereof contain an untrue statement of a material
Ex. A-2
4821-8557-9254v7/200313-0040
fact or omit to state a material fact necessary in order to make the statements contained therein, in
light of the circumstances under which they were made, not misleading.
In rendering such opinion, we have relied as to matters of fact, to the extent we deem
proper, on the representations and warranties of the Commission in the Dealer Manager Agreement
and on certificates of responsible officers of the Commission and public officials.
Capitalized terms used, but not defined, herein shall have the meanings ascribed to them
by the Dealer Manager Agreement.
Ex. A-3
4821-8557-9254v7/200313-0040
EXHIBIT B
FORM OF OPINION OF BOND COUNSEL
TO BE DELIVERED ON THE LAUNCH DATE
[TO COME]
Ex. B
4821-8557-9254v7/200313-0040
EXHIBIT C
FORM OF OPINION OF DISCLOSURE COUNSEL
TO BE DELIVERED ON THE LAUNCH DATE
[TO COME]
Ex. C
4821-8557-9254v7/200313-0040
ATTACHMENT 8
NRF DRAFT
9/1/21
THIS INVITATION WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME
ON [SEPTEMBER 301, 2021 UNLESS EARLIER TERMINATED OR EXTENDED
INVITATION TO TENDER OR EXCHANGE BONDS
MADE BY
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
The Riverside County Transportation Commission (the "Commission") invites the beneficial owners (the
"Bondowners") of the Commission's outstanding Toll Revenue Senior Lien Bonds, 2013 Series A (Current Interest
Obligations) maturing on the dates set forth in the table below (the "Target Bonds") to offer (1) to sell to the
Commission for payment in cash any or all of the Target Bonds at the applicable tender offer purchase prices designated
on page (i) hereof (the "Tender Invitation") or (2) if such Bondowner is a sophisticated municipal market professional
or a "qualified institutional buyer" as described herein, to exchange Target Bonds for Toll Revenue Senior Lien
Refunding Bonds, 2021 Series B of the Commission (the "2021 Series B Senior Bonds") maturing in the same year as
the Target Bonds tendered for exchange and in the specified amount, all as outlined on page (ii) of this Invitation (the
"Exchange Invitation"), plus, in each case, accrued interest on the Target Bonds tendered for purchase or exchange to
but not including the Settlement Date (defined below), all on the terms and conditions as set forth in more detail herein.
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds
2013 Series A (Current Interest Obligations)
Maturity Date Interest Par Amount CUSIP
(June 1) Rate Outstanding (Base No. 76912D)
2044 5.75% $39,315,000 AA6
2048 5.75 84,510,000 AB4
The 2021 Series B Senior Bonds to be delivered in exchange for Target Bonds accepted by the Commission for
exchange will be dated the Settlement Date, bear interest at the rates and mature on the dates (subject to prior
redemption) as set forth on page (ii) hereof, and will be issued in the manner, on the terms and with the security therefor
described in the Preliminary Official Statement of the Commission dated September [15], 2021 (the "2021 Bonds
POS"). Capitalized terms used and not defined in the body of this Tender Invitation and Exchange Invitation shall have
the meanings ascribed to such terms in the 2021 Bonds POS attached hereto as Appendix A.
The purchase or exchange of any Target Bonds pursuant to this Invitation to Tender or Exchange Bonds (this
"Invitation") is contingent on the issuance of the Commission's 2021 Series B Senior Bonds, and is also subject to the
terms of this Invitation and certain other conditions as described herein.
This Invitation is part of a plan by the Commission to refund a portion of the Commission's outstanding
indebtedness, as described in the 2021 Bonds POS. Bondowners of Target Bonds who do not accept this Invitation will
continue to hold their interest in such Target Bonds. It is anticipated that, subject to market conditions, all or a portion
of the Target Bonds not tendered for purchase or exchange pursuant to this Invitation will be refunded and defeased to
their first optional redemption date from proceeds of the 2021 Series B Senior Bonds anticipated to be issued by the
Commission on or about the Settlement Date, as described under the caption "FINANCING PLAN" in the 2021 Bonds
POS.
By acceptance of the tender or exchange offer, Bondowners will be deemed to have irrevocably
consented and agreed to the amendments to the Master Indenture described in the 2021 Bonds POS, see
Appendix A under the caption "AMENDMENTS TO THE INDENTURE."
To make an informed decision as to whether, and how, to offer Target Bonds for purchase pursuant to the
Tender Invitation or for exchange pursuant to the Exchange Invitation, Bondowners must read this Invitation carefully,
including the 2021 Bonds POS attached as Appendix A, and consult their broker, account executive, financial advisor,
attorney or other professionals.
102936426.4
Each Bondowner who tenders Target Bonds for exchange pursuant to the Exchange Invitation must be
either (i) a sophisticated municipal market professional as defined in Rule D-15 of the Municipal Securities
Rulemaking Board (see Annex I for the text of such Rule), or (ii) a "qualified institutional buyer" within the
meaning of Rule 144A promulgated under the Securities Act of 1933, as amended.
Key Dates and Times
All of these dates and times are subject to change. All times are New York City time.
Notices of changes will be sent in the manner provided for in this Invitation.
[add notice of terms date if applicable]
Launch Date [September 15], 2021
Expiration Date [September 30], 2021 at 5 P.M.
Notice of Results/Acceptance Date , 2021 by 5 P.M.
Settlement Date [October 14], 2021
The Information Agent and Tender/Exchange Agent for this Invitation is
GLOBIC ADVISORS
Attention: Robert Stevens
1-212-227-9699 rstevens@globic.com
Document Website: www.globic.com/xxxxx
The Dealer Managers for this Invitation are
BOFA SECURITIES, INC.
Contact your BofA Representative or Jorge Rodriguez,
646-743-1362, j.rodriguez@bofa.com
and
GOLDMAN SACHS & CO. LLC
Contact your Goldman Representative or
Kyle Vinson, 415-393-7755, kyle.vinson@gs.com
Any Bondowner wishing to offer Target Bonds for purchase or exchange pursuant to this Invitation should
follow the procedures more fully described herein. Bondowners and their brokers and account executives with questions
about this Invitation should contact the Dealer Managers or the Information Agent.
The date of this Invitation to Tender or Exchange Bonds is [September 15], 2021.
102936426.4
TARGET BONDS SUBJECT TO INVITATION TO TENDER FOR CASH
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds
2013 Series A (Current Interest Obligations)
Offer Purchase Price
Maturity Date Interest Par Amount CUSIP as a Percentage of
(June 1) Rate Outstanding (Base No. 76912D) Par*
2044 5.75% $39,315,000 AA6
2048 5.75 84,510,000 AB4
* Plus accrued interest.
102936426.4
(i)
TARGET BONDS SUBJECT TO INVITATION TO EXCHANGE
EACH BONDOWNER WHO PARTICIPATES IN THE EXCHANGE INVITATION MUST BE EITHER (I) A SOPHISTICATED MUNICIPAL
MARKET PROFESSIONAL AS DEFINED IN RULE D-15 OF THE MUNICIPAL SECURITIES RULEMAKING BOARD (SEE ANNEX I FOR THE
TEXT OF SUCH RULE) OR (II) A "QUALIFIED INSTITUTIONAL BUYER" WITHIN THE MEANING OF RULE 144A PROMULGATED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds
2013 Series A (Current Interest Obligations) 01)
Maturity Date
(June 1)
2044
2048
Interest
Rate
5.75%
5.75
Par Amount CUSIP
Outstanding (Base No. 76912D)
$39,315,000 AA6
84,510,000 AB4
Series 2021B
Maturity
Date
(June 1)
Exchange Series 2021B
Factor* Interest Rate
Series 2021B
Optional
Redemption Date
06/1/20 02)
06/1/20 (2)
[The 2021 Series B Senior Bonds will be Term Bonds subject to redemption from mandatory sinking fund payments generally in accordance with the following
schedule, expressed as an approximate percentage of the original principal amount of the 2021 Series B Senior Bonds of such maturity date to be delivered in
exchange for Target Bonds. The sinking fund payments will be structured to generate approximately level debt service savings. The actual amount of each
mandatory sinking fund payment (subject to rounding to provide for redemption in an authorized denomination of $1,000) will be determined when the final
principal amount of 2021 Series B Senior Bonds of such maturity date to be delivered in exchange for Target Bonds has been determined.] See also "THE
SERIES 2021 BONDS — Redemption" in the 2021 Bonds POS.
Year
(June 1)
% of Estimated
Original Principal
Amount to be Redeemed
t
t Final Maturity.
First optional redemption date at a redemption price equal to the par amount to be redeemed plus accrued interest. See "THE SERIES 2021 BONDS —
Redemption of the Series 2021 Bonds" in the 2021 Bonds POS.
The Exchange Factor is the factor by which the par amount of tendered Target Bonds will be multiplied in order to determine the par amount of 2021 Series B
Senior Bonds that will be issued in exchange for such Target Bonds tendered pursuant to the Exchange Invitation.
Note: Accrued but unpaid interest on the Target Bonds exchanged will be paid to but not including the Settlement Date.
102936426.4
IMPORTANT INFORMATION
This Invitation and other information with respect to the Tender Invitation and the Exchange Invitation are
available from the Dealer Managers and the Information Agent at www.globic.com/xxxxx. Bondowners wishing to
offer their Target Bonds for purchase pursuant to the Tender Invitation or for exchange pursuant to the Exchange
Invitation should follow the procedures more fully described herein. The Commission reserves the right to cancel or
modem the Tender Invitation or the Exchange Invitation at any time on or prior to the Expiration Date and reserves
the right to make a future invitation to tender bonds at prices different than the offer purchase prices described
herein or a future invitation to exchange bonds for new bonds with terms different than the terms of the 2021 Series
B Senior Bonds described herein in its sole discretion. The Commission will have no obligation to purchase or
exchange Target Bonds offered pursuant to the Invitation. The Commission further reserves the right to waive any
irregularities or defects in any offer received.
The Commission also reserves the right in the future to refund any remaining portion of outstanding Target
Bonds through the issuance of bonds. It is anticipated that, subject to market conditions, all or a portion of the
Target Bonds not tendered for purchase or exchange pursuant to this Invitation will be refunded and defeased to
their first optional call date from proceeds of the 2021 Series B Senior Bonds anticipated to be issued by the
Commission on or about the Settlement Date as described under the caption "FINANCING PLAN" in the
Commission's 2021 Bonds POS.
This Invitation is not being made to, and Target Bonds offered for purchase or exchange in response to this
Invitation will not be accepted from or on behalf of, Bondowners in any jurisdiction in which the Invitation, the
making of offers to sell or exchange Target Bonds or the acceptance thereof would not be in compliance with the
laws of such jurisdiction. In those jurisdictions whose laws require the Invitation to be made through a licensed or
registered broker or dealer, the Invitation is being made on behalf of the Commission by the Dealer Managers.
The Commission is not recommending to any Bondowner whether to offer their Target Bonds for purchase
or exchange in connection with the Invitation. Each Bondowner must make these decisions and should read this
Invitation and the 2021 Bonds POS, attached as Appendix A, in their entirety and consult with their broker -dealer,
financial, legal, accounting, tax and other advisors in making these decisions.
No dealer, salesperson or other person has been authorized to give any information or to make any
representation not contained in this Invitation, including Appendix A; and, if given or made, such information or
representation may not be relied upon as having been authorized by the Commission.
The delivery of this Invitation shall not under any circumstances create any implication that the information
contained herein is correct as of any time subsequent to the date hereof or that there has been no change in the
information set forth herein or in any attachments hereto or materials delivered herewith or in the affairs of the
Commission since the date hereof.
This Invitation contains statements relating to future results that are "forward -looking statements" as
defined in the Private Securities Litigation Reform Act of 1995. When used in this Invitation and other materials
referred to or incorporated herein, the words "estimate," "anticipate," "forecast," "project," "intend," "propose,"
"plan," "expect" and similar expressions identify forward -looking statements. Such statements are subject to risks
and uncertainties that could cause actual results to differ materially from those contemplated in such forward -
looking statements. Any forecast is subject to such uncertainties. Inevitably, some assumptions used to develop the
forecasts will not be realized and unanticipated events and circumstances may occur. Therefore, there are likely to
be differences between forecasts and actual results, and those differences may be material.
102936426.4
TABLE OF CONTENTS
Page
1. Introduction 1
2. Information to Bondowners 3
3. Expiration Date; Offers Only Through Financial Institutions; Brokerage Commissions 3
4. Minimum Denominations and Consideration for Offers; Changes to the Terms of the Invitation 4
5. Provisions Applicable to all Offers 5
6. Transmission of Offers by Financial Institutions; DTC ATOP Procedures 6
7. Determinations as to Form and Validity of Offers; Right of Waiver and Rejection 6
8. Withdrawals of Offers Prior to Expiration Date; Irrevocability of Offers on Expiration Date 7
9. Acceptance of Offers for Purchase or Exchange 7
10. Acceptance of Offers Constitutes Irrevocable Agreement 7
1 1. Settlement Date; Purchase and Exchange of Target Bonds 8
12. Source of Funds 8
13. Conditions to Purchase or Exchange 9
14. Extension, Termination and Amendment of Invitation 10
15. Certain Federal Income Tax Consequences 10
16. Additional Considerations 11
17. The Dealer Managers 12
18. Information Agent and Tender/Exchange Agent 13
19. Miscellaneous 13
ANNEX I I-1
APPENDIX A — PRELIMINARY OFFICIAL STATEMENT A-1
102936426.4
(iv)
INVITATION TO TENDER OR EXCHANGE BONDS
made by
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
1. Introduction
The Riverside County Transportation Commission (the "Commission") invites the beneficial owners (the
"Bondowners") of the Commission's outstanding Toll Revenue Senior Lien Bonds, 2013 Series A (Current Interest
Obligations) maturing on the dates set forth in the table below (the "Target Bonds") to offer (1) to sell to the
Commission for payment in cash any or all of the Target Bonds at the applicable tender offer purchase prices
designated on page (i) of this Invitation (the "Tender Invitation") or (2) if such Bondowner is a sophisticated
municipal market professional or a "qualified institutional buyer" as described herein, to exchange any or all of the
Target Bonds for Toll Revenue Senior Lien Refunding Bonds, 2021 Series B of the Commission (the "2021 Series B
Senior Bonds") maturing in the same year and in the specified amount, all as outlined on page (ii) of this Invitation
(the "Exchange Invitation"), plus, in each case, accrued interest on the Target Bonds tendered for purchase or
exchange to but not including the Settlement Date (defined below), all on the terms and conditions as set forth in
more detail herein.
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds
2013 Series A (Current Interest Obligations)
Maturity Date Interest Par Amount CUSIP
(June 1) Rate Outstanding (Base No. 76912D)
2044 5.75% $39,315,000 AA6
2048 5.75 84,510,000 AB4
The 2021 Series B Senior Bonds to be delivered in exchange for Target Bonds accepted by the Commission
for exchange will be dated the Settlement Date, bear interest at the rates and mature on the dates (subject to prior
redemption) as set forth on page (ii) of this Invitation, and will be issued in the manner, on the terms and with the
security therefor described in the Preliminary Official Statement of the Commission dated September [15], 2021 (the
"2021 Bonds POS") attached hereto as Appendix A.
The purchase or exchange of any Target Bonds pursuant to this Invitation is contingent on the issuance of
the Commission's 2021 Series B Senior Bonds, and is also subject to the terms of this Invitation and certain other
conditions as described herein.
The Target Bonds were issued by the Commission pursuant to a Master Indenture, dated as of June 1, 2013
(as supplemented, the "Master Indenture"), by and between the Commission and U.S. Bank National Association, as
successor trustee (the "Trustee"), as supplemented by a Second Supplemental Indenture of Trust, dated as of June 1,
2013, between the Commission and the Trustee, relating to the Target Bonds. This Invitation is part of a plan by the
Commission to refinance some or all of the outstanding Target Bonds, as described in the 2021 Bonds POS. The
Commission's outstanding bonds of any series which are not identified in the table above are not subject to
this Invitation. For additional information concerning the Commission, its plan of refunding and its outstanding
indebtedness, see the 2021 Bonds POS attached hereto as Appendix A.
Pursuant to the Tender Invitation, each Bondowner may offer to tender to the Commission for purchase any
or all Target Bonds, in a denomination of $5,000 principal amount (the "Minimum Authorized Denomination") or
any integral multiple of $5,000 in excess thereof, with respect to which the Bondowner has a beneficial ownership
interest. The offer purchase price for each CUSIP of the Target Bonds at which such Target Bonds may be tendered
by a Bondowner for purchase pursuant to the Tender Invitation (the "Offer Purchase Price") is set forth on page (i)
of this Invitation.
Pursuant to the Exchange Invitation, each Bondowner that is either (i) a sophisticated municipal market
professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board, or (ii) a "qualified institutional
buyer" within the meaning of Rule 144A promulgated under the Securities Act of 1933, as amended, may offer to
tender to the Commission any or all Target Bonds, in the Minimum Authorized Denomination or any integral
102936426.4
1
multiple of $5,000 in excess thereof, with respect to which the Bondowner has a beneficial ownership interest, in
exchange for the specified amount of 2021 Series B Senior Bonds. The 2021 Series B Senior Bonds to be delivered
in exchange for Target Bonds of a particular maturity and CUSIP that are tendered for exchange are referred to
herein as "2021 Exchange Bonds." The Exchange Factors, interest rates, maturity dates and optional and mandatory
sinking fund redemption dates for the 2021 Exchange Bonds for which the Target Bonds of each CUSIP, Series and
maturity may be exchanged are detailed on pages (ii) of this Invitation. See below for more information on the
consideration for which and how a Bondowner can offer to tender his, her or its Target Bonds for purchase or
exchange.
The source of funds to purchase the Target Bonds validly tendered for purchase pursuant to the Tender
Invitation is anticipated to be proceeds of the Commission's 2021 Series B Senior Bonds to be issued on the
Settlement Date (defined below). The payment of Accrued Interest on Target Bonds validly tendered for purchase or
exchange is expected to be made from funds held by the Commission for such purpose. The purchase of any of the
Target Bonds tendered for purchase pursuant to the Tender Invitation is contingent on the issuance of the 2021
Series B Senior Bonds. Similarly, the exchange of any Target Bonds tendered for exchange pursuant to the
Exchange Invitation is contingent on the issuance of such 2021 Series B Senior Bonds. The Commission's
obligations to accept for purchase or exchange, and to pay for or exchange, as applicable, Target Bonds validly
tendered (and not withdrawn) pursuant to this Invitation are also subject to the satisfaction or waiver of certain
conditions. See Section 13, "Conditions to Purchase or Exchange," for additional information regarding certain of
such conditions. [must all tendered bonds be accepted if any are tendered?]
Subject to the terms of this Invitation and the satisfaction of all conditions to the Commission's obligation
to purchase and exchange tendered Target Bonds as described herein, and provided that (i) the Target Bonds offered
by a Bondholder for purchase or exchange have been validly tendered by 5:00 p.m., New York City time, on
[September 30], 2021 (as extended from time to time in accordance with this Invitation, the "Expiration Date"), and
(ii) accepted by the Commission on or before 5:00 p.m., New York City time, on , 2021 (as extended from
time to time in accordance with this Invitation, the "Acceptance Date"), the Commission will purchase such Target
Bonds tendered for purchase, and will cause the exchange of the applicable 2021 Exchange Bonds for such Target
Bonds tendered for exchange, on [October 14], 2021 or such later date as the Commission shall determine (such
date, the "Settlement Date"). Accrued Interest on the Target Bonds purchased or exchanged will also be paid on the
Settlement Date. [selection of bonds to be exchanged to come, if applicable]
All times in this Invitation are local time in New York City.
No assurances can be given that the 2021 Series B Senior Bonds will be issued or that any Target Bonds
offered for purchase or exchange by a Bondowner will be purchased or exchanged. See Section 9, "Acceptance of
Offers for Purchase or Exchange," for more information on the selection of tendered Target Bonds to be purchased
or exchanged, if any. The Commission reserves the right to amend or waive the terms of this Invitation as to any or
all of the Target Bonds in any respect and at any time prior to the Expiration Date or from time to time, in its sole
discretion. The Commission also has the right to terminate this Invitation at any time up to and including the
[Expiration Date]. See Section 14, "Extension, Termination and Amendment of Invitation; Changes to Terms,"
below.
If all conditions to this Invitation are not satisfied or waived by the Commission on or prior to the
Settlement Date, any Target Bonds tendered by Bondowners pursuant to this Invitation will be returned to the
Bondowners and will continue to be payable and secured under the terms of the Master Indenture.
It is anticipated that, subject to market conditions, all or a portion of the Target Bonds not tendered
for purchase or exchange pursuant to this Invitation may be refunded and defeased to their first optional call
date from proceeds of the Commission's Toll Revenue Senior Lien Refunding Bonds, 2021 Series A
(Federally Taxable) (the "2021 Series A Senior Bonds"), which are expected to be issued by the Commission
on or about the Settlement Date. Further details concerning the Commission's debt refunding plan and the
possible defeasance of Target Bonds that are not purchased or exchanged pursuant to this Invitation are
contained in the 2021 Bonds POS attached as Appendix A. See also Section 16, "Additional Considerations,"
below.
102936426.4
2
To make an informed decision as to whether, and how, to offer Target Bonds for purchase pursuant
to the Tender Invitation or for exchange pursuant to the Exchange Invitation, a Bondowner must read this
Invitation carefully, including Appendix A attached hereto.
As noted herein, each Bondowner who tenders Target Bonds for exchange pursuant to the Exchange
Invitation must be either (i) a sophisticated municipal market professional as defined in Rule D-15 of the
Municipal Securities Rulemaking Board (see Annex I for the text of such Rule), or (ii) a "qualified
institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act of 1933, as
amended.
None of the Commission, the Dealer Managers (as defined below) or the Information Agent and
Tender/Exchange Agent (as defined below) make any recommendation that any Bondowner offer and tender
or refrain from offering and tendering all or any portion of such Bondowner's Target Bonds for purchase or
exchange. Bondowners must make these decisions and should consult with their broker, account executive,
financial advisor, attorney and/or other appropriate professionals.
The Dealer Managers for this Invitation are BofA Securities, Inc. and Goldman Sachs & Co. LLC
(together, the "Dealer Managers"). Globic Advisors is serving as information agent and tender/exchange agent (the
"Information Agent" or the "Tender/Exchange Agent") in connection with this Invitation. Bondowners with
questions about the substance of this Invitation should contact the Dealer Managers. Bondowners with questions
about the mechanics of this Invitation should contact the Information Agent at the email address and telephone
number set forth on the inside cover page of this Invitation.
2. Information to Bondowners
General. The Commission will provide additional information about this Invitation, if any, to the market
and Bondowners, including, without limitation, any supplement to the 2021 Bonds POS, by delivery of such
information in the following ways: (i) to the Municipal Securities Rulemaking Board through its Electronic
Municipal Market Access website, currently located at http://emma.msrb.org (the "EMMA Website"), using the
CUSIP numbers for the Target Bonds listed in the table on the cover page of this Invitation; (ii) to DTC (defined
below) and to the DTC participants holding the Target Bonds; (iii) by posting electronically on the website of the
Information Agent at www.globic.com/xxxxx; and (iv) to Bloomberg Financial Market Systems. Delivery by the
Commission of information in this manner will be deemed to constitute delivery of the information to each
Bondowner. The Commission, the Dealer Managers, and the Information Agent and Tender/Exchange Agent have
no obligation to ensure that a Bondowner actually receives any information provided by the Commission in this
manner A Bondowner who would like to receive information furnished by or on behalf of the Commission as
described above must make appropriate arrangements with its broker, account executive or other financial advisor or
representative. The final Official Statement with respect to the 2021 Series B Senior Bonds will be posted to the
EMMA Website.
Amendments to Indenture. The Third Supplemental Indenture, supplementing the Master Indenture,
includes certain amendments arising from the completion of construction of the RCTC 91 Express Lanes and the
anticipated refunding and prepayment of the TIFIA Obligations. Purchasers of the 2021 Series B Senior Bonds are
deemed to have irrevocably consented and agreed to the amendments to the Indenture set forth in the Third
Supplemental Indenture. Upon the issuance of the 2021 Series Bonds, such amendments will become effective
pursuant to the Indenture. For a brief description of certain of the Amendments, see "AMENDMENTS TO
INDENTURE" in the 2021 Bonds POS and applicable portions of Appendix D thereto.
3. Expiration Date; Offers Only Through Financial Institutions; Brokerage Commissions
This Invitation to offer to sell or exchange Target Bonds will expire at 5:00 p.m., New York City time, on
[September 15], 2021, the Expiration Date, unless earlier terminated or extended as described in this Invitation.
Offers to sell or exchange Target Bonds received after 5:00 p.m., New York City time, on the Expiration Date (as it
may be extended) will not be considered. See Section 14 for a discussion of the Commission's ability to extend the
Expiration Date and to terminate or amend this Invitation.
102936426.4
3
All of the Target Bonds are held in book -entry -only form through the facilities of The Depository Trust
Company of New York ("DTC"). The Information Agent and Tender/Exchange Agent and DTC have confirmed
that the Tender Invitation and the Exchange Invitation are each eligible for submission of tenders for purchase or
tenders for exchange, as applicable, through DTC's Automated Tender Offer Program (known as the "ATOP"
system). Bondowners of Target Bonds who want to accept the Commission's Invitation to sell or exchange Target
Bonds must do so through a DTC participant in accordance with the relevant DTC procedures for the ATOP
system. The Commission will not accept any tenders of Target Bonds for purchase or exchange that are not made
through the ATOP system. Bondowners who are not DTC participants can only offer Target Bonds for purchase or
exchange pursuant to this Invitation by making arrangements with and instructing the bank or brokerage firm
through which they hold their Target Bonds (sometimes referred to herein as a "custodial intermediary") to tender
the Bondowner's Target Bonds on their behalf through the ATOP system. To ensure a Bondowner's Target Bonds
are tendered through the ATOP system by 5:00 p.m., New York City time, on the Expiration Date, Bondowners
must provide instructions to the bank or brokerage firm through which their Target Bonds are held in sufficient time
for such custodial intermediary to tender the Target Bonds in accordance with DTC procedures through the ATOP
system by this deadline. Bondowners should contact their bank or brokerage firm through which they hold their
Target Bonds for information on when such custodial intermediary needs the Bondowner's instructions in order to
tender the Bondowner's Target Bonds through the ATOP system by 5:00 p.m., New York City time, on the
Expiration Date. See also Section 6 below.
The Commission, the Dealer Managers, and the Information Agent and Tender/Exchange Agent are not
responsible for making or transmitting any offer to sell or exchange Target Bonds or for the transfer of any tendered
Target Bonds through the ATOP system or for any mistakes, errors or omissions in the making or transmission of
any offer or transfer.
Bondowners will not be obligated to pay any brokerage commissions or solicitation fees to the
Commission, the Dealer Managers or the Information Agent and Tender/Exchange Agent in connection with this
Invitation. However, Bondowners should check with their broker, account executive or other financial institution
which maintains the account in which their Target Bonds are held to determine if it will charge any commission or
fees.
4. Minimum Denominations and Consideration for Offers; Changes to the Terms of the Invitation
Authorized Denominations for Offers and Exchange. A Bondowner may make an offer to sell or
exchange all or a portion of Target Bonds of a particular CUSIP that it owns in an amount of its choosing, but only
in principal amounts equal to the Minimum Authorized Denomination or any integral multiple of $5,000 in excess
thereof. A Bondowner qualified to participate in the Exchange Invitation may tender any portion of its Target Bond
holdings for payment in cash pursuant to the Tender Invitation and any other portion of its holdings in exchange for
the applicable 2021 Exchange Bonds pursuant to the Exchange Invitation.
The 2021 Exchange Bonds will be issued in authorized denominations of $1,000 principal amount or an
integral multiple thereof. The 2021 Exchange Bonds will be dated the Settlement Date, and will be issued in the
manner and with the terms and security therefor as described in the 2021 Bonds POS.
Tender Consideration. Target Bonds may only be offered by a Bondowner for purchase by the
Commission pursuant to the Tender Invitation at the Offer Purchase Price for each CUSIP set forth on page (i) of
this Invitation. In addition to the Offer Purchase Price of the Target Bonds accepted for purchase by the
Commission, Accrued Interest on such Target Bonds will be paid by, or on behalf of, the Commission to the
tendering Bondowners on the Settlement Date. The Offer Purchase Prices (and the Accrued Interest) will constitute
the sole consideration payable by the Commission for Target Bonds purchased by the Commission pursuant to the
Tender Invitation.
Exchange Consideration. Target Bonds may only be offered by a Bondowner to be exchanged for the
Commission's 2021 Series B Senior Bonds of the same maturity pursuant to the Exchange Invitation. The maturity
dates, interest rates and optional redemption dates for the 2021 Exchange Bonds are set forth on page (ii) of this
Invitation. Target Bonds tendered for exchange may be exchanged for a principal amount of the applicable 2021
Exchange Bonds determined by multiplying the par amount of such Target Bonds tendered for exchange by the
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applicable Exchange Factor set forth on page (ii) of this Invitation. If, as a result of such calculation, the principal
amount of the applicable 2021 Exchange Bonds that a Bondowner would be entitled to receive would not be an
integral multiple of $1,000, the Commission will round upward the principal amount of the applicable 2021
Exchange Bonds to be delivered to the Bondowner to the nearest $1,000 denomination. Accrued Interest on Target
Bonds accepted for exchange pursuant to the Exchange Invitation will be paid by, or on behalf of, the Commission
to the tendering Bondowners on the Settlement Date.
As previously noted, participation in the Exchange Invitation is limited to Bondowners that constitute
(i) sophisticated municipal market professionals as defined in Rule D-15 of the Municipal Securities Rulemaking
Board (see Annex I for the text of such rule) or (ii) "qualified institutional buyers" within the meaning of Rule 144A
promulgated under the Securities Act of 1933, as amended.
Changes to Terms of the Invitation. As described in Section 14 hereof, the Commission may revise the
terms of this Invitation prior to the Expiration Date. If the Commission determines to revise the terms of the Tender
Invitation and/or the Exchange Invitation, it shall provide notice thereof in the manner described in Section 2 of this
Invitation no later than 11:00 a.m., New York City time, on the Business Day prior to the Expiration Date. If the
Commission changes the Offer Purchase Price for any of the Target Bonds pursuant to the Tender Invitation, or
changes the Exchange Factor for any of the Target Bonds, or makes any other material change to the terms of the
2021 Exchange Bonds (as determined by the Commission) pursuant to the Exchange Invitation, the Commission
shall provide notice thereof (as described in Section 2) no less than five (5) business days prior to the Expiration
Date, as extended. In such event, any offers submitted with respect to the affected Target Bonds prior to such
change in the Offer Purchase Price for such Target Bonds pursuant to the Tender Invitation, or change in the
Exchange Factor for such Target Bonds, or other material change to the terms of the 2021 Exchange Bonds
will remain in full force and effect and any Bondowner of such affected Target Bonds wishing to revoke their
offer to tender or exchange such Target Bonds must affirmatively withdraw such offer prior to the
Expiration Date as described in Section 8 hereof.
5. Provisions Applicable to all Offers
A Bondowner should ask its financial advisor, investment manager, broker or account executive for advice
in determining whether to offer Target Bonds for purchase or exchange and the principal amount of Target Bonds to
be offered. A Bondowner should also inquire as to whether its financial institution will charge a fee for submitting
offers. The Commission, the Dealer Managers, and the Information Agent and Tender/Exchange Agent will not
charge fees to any Bondowner making an offer or completing the purchase or exchange of Target Bonds.
An offer to sell or exchange Target Bonds cannot exceed the par amount of Target Bonds owned by the
Bondowner. Target Bonds may be tendered and accepted for payment or exchange only in principal amounts equal
to the Minimum Authorized Denomination and integral multiples of $5,000 in excess thereof.
"All or none" offers are not permitted. No alternative, conditional or contingent tenders will be accepted.
All tenders shall survive the death or incapacity of the tendering Bondowner.
By making an offer pursuant to this Invitation, each Bondowner will be deemed to have represented and
warranted to and agreed with the Commission and each Dealer Manager that:
(a) the Bondowner has received, and has had the opportunity to review, this Invitation (including the
2021 Bonds POS attached as Appendix A hereto) prior to making the decision as to whether or not they should
offer to tender their Target Bonds for purchase or exchange;
(b) the Bondowner has full authority to tender, sell, assign and transfer such Target Bonds, and that,
on the Settlement Date, the Commission, as transferee, will acquire good title, free and clear of all liens,
charges, encumbrances, conditional sales agreements or other obligations and not subject to any adverse claims,
subject to payment to the Bondowner of the applicable Offer Purchase Price or the exchange of the required
principal amount of 2021 Exchange Bonds maturing in the same year, as applicable, plus in each case, payment
of the Accrued Interest;
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(c) the Bondowner has made its own independent decision to make the offer, the appropriateness of
the terms thereof, and whether the offer is appropriate for the Bondowner;
(d) such decisions are based upon the Bondowner's own judgment and upon advice from such
advisors as the Bondowner has consulted;
(e) the Bondowner is not relying on any communication from the Commission or any Dealer Manager
as investment advice or as a recommendation to make the offer, it being understood that the information from
the Commission or the Dealer Managers related to the terms and conditions of the Invitation shall not be
considered investment advice or a recommendation to make an offer;
(0 the Bondowner is capable of assessing the merits of and understanding (on its own and/or through
independent professional advice), and does understand and accept, the terms and conditions of the Invitation;
and
(g) if such tender is in respect of the Exchange Invitation, such Bondowner is a sophisticated
municipal market professional as defined in Rule D-15 of the Municipal Securities Rulemaking Board or a
"qualified institutional buyer" within the meaning of Rule 144A promulgated under the Securities Act of 1933,
as amended.
6. Transmission of Offers by Financial Institutions; DTC ATOP Procedures
Offers to sell or exchange Target Bonds pursuant to this Invitation may only be made to the Commission
through DTC's ATOP system. Bondowners that are not DTC participants must make their offers through their
custodial intermediary. A DTC participant must tender the Target Bonds offered by the Bondowner pursuant to the
Tender Invitation or pursuant to the Exchange Invitation, as applicable, on behalf of the Bondowner for whom it is
acting, by book -entry through the ATOP system. In so doing, such custodial intermediary and the Bondowner on
whose behalf the custodial intermediary is acting, agree to be bound by DTC's rules for the ATOP system. In
accordance with ATOP procedures, DTC will then verify receipt of the tender offer or exchange offer, as applicable,
and send an Agent's Message (as described below) to the Information Agent and Tender/Exchange Agent.
The term "Agent's Message" means a message transmitted by DTC to, and received by, the Information
Agent and Tender/Exchange Agent and forming a part of the book -entry confirmation which states that DTC has
received an express acknowledgement from the DTC participant tendering Target Bonds for purchase or exchange
that are the subject of such book -entry confirmation, stating (i) the par amount of the Target Bonds that have been
tendered by such DTC participant on behalf of the Bondowner pursuant to the applicable Tender Invitation or
Exchange Invitation, and (ii) that the Bondowner agrees to be bound by the terms of the Invitation, including the
representations, warranties, agreements and affirmations deemed made by it as set forth in Section 5 above.
Agent's Messages must be transmitted to and received by the Information Agent and Tender/Exchange
Agent by not later than 5:00 p.m., New York City time, on the Expiration Date (as such date may have been changed
as provided in this Invitation). Target Bonds will not be deemed to have been tendered for cash purchase pursuant to
the Tender Invitation or for exchange pursuant to the Exchange Invitation until an Agent's Message with respect
thereto is received by the Information Agent and Tender/Exchange Agent.
7. Determinations as to Form and Validity of Offers; Right of Waiver and Rejection
All questions as to the validity (including the time of receipt of Agent's Messages by the Information Agent
and Tender/Exchange Agent), eligibility, and acceptance of any offers to sell or exchange Target Bonds will be
determined by the Commission in its sole discretion and will be final, conclusive and binding.
The Commission reserves the right to waive any irregularities or defects in any offer. The Commission, the
Dealer Managers, and the Information Agent and Tender/Exchange Agent are not obligated to give notice of any
defects or irregularities in offers, and they will have no liability for failing to give such notice.
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8. Withdrawals of Offers Prior to Expiration Date; Irrevocability of Offers on Expiration Date
A Bondowner may withdraw its offer of Target Bonds tendered for purchase or exchange pursuant to this
Invitation by causing a withdrawal notice to be transmitted via DTC's ATOP system to, and received by, the
Information Agent and Tender/Exchange Agent at or before 5:00 p.m., New York City time, on the Expiration Date
(as the date and time may have been changed as provided in this Invitation).
Bondowners who are not DTC participants can only withdraw their offers by making arrangements with
and instructing the custodial intermediary through which they hold their Target Bonds to submit the Bondowner's
notice of withdrawal through the DTC ATOP system.
All offers to sell or exchange Target Bonds will become irrevocable as of 5:00 p.m., New York City
Time, on the Expiration Date (as such date may have been changed from time to time as provided in this
Invitation).
9. Acceptance of Offers for Purchase or Exchange
On or before 5:00 p.m., New York City Time, on the Acceptance Date (i.e., [September 30], 2021, unless
extended), upon the terms and subject to the conditions of the respective Tender Invitation and Exchange Invitation,
the Commission will announce its acceptance for purchase or exchange of any or all Target Bonds offered and
validly tendered by Bondowners pursuant to this Invitation by giving notice in the manner described in Section 2,
with acceptance subject to the satisfaction or waiver by the Commission of the conditions to the purchase or
exchange of tendered Target Bonds. See Section 10, "Acceptance of Offers Constitutes Irrevocable Agreement;
Notice of Results" and Section 13, "Conditions to Purchase or Exchange."
[describe how bonds will be selected if less than all tendered bonds are selected by the Commission]
The acceptance notification will state (i) the principal amount of the Target Bonds of each CUSIP number
that the Commission has accepted for purchase or exchange in accordance with the respective Tender Invitation or
Exchange Invitation, which may be zero for a particular CUSIP number, or (ii) that the Commission has decided not
to purchase or exchange any Target Bonds.
All Bondowners whose tendered Target Bonds are accepted for exchange by the Commission pursuant to
the Exchange Invitation will be provided with an electronic copy of the final Official Statement for the 2021 Series
B Senior Bonds, through its posting to EMMA by the Dealer Manager.
[Shortly following the giving of notice of its acceptance of offers, the Commission will instruct DTC to
release from the controls of the ATOP system all Target Bonds that were offered but were not accepted for purchase
or exchange.] The release of such Target Bonds will take place in accordance with DTC's ATOP procedures. The
Commission, the Dealer Managers, and the Information Agent and Tender/Exchange Agent are not responsible or
liable for the operation of the ATOP system by DTC to properly credit such released Target Bonds to the applicable
account of the DTC participant or custodial intermediary or by such DTC participant or custodial intermediary for
the account of the Bondowner.
Notwithstanding any other provision of this Invitation, the obligation of the Commission to accept for
purchase or exchange, and to pay for or exchange, as applicable, Target Bonds offered and validly tendered
(and not validly withdrawn) by Bondowners pursuant to the Tender Invitation and the Exchange Invitation is
subject to the satisfaction or waiver of the conditions set forth under Section 13, "Conditions to Purchase or
Exchange" below. The Commission reserves the right to amend or waive any of the terms of or conditions to
this Invitation, in whole or in part, at any time prior to the Expiration Date in its sole discretion. This
Invitation may be withdrawn by the Commission at any time prior to the Expiration Date.
10. Acceptance of Offers Constitutes Irrevocable Agreement
Acceptance by the Commission of offers to sell or exchange Target Bonds tendered by Bondowners will
constitute an irrevocable agreement between the offering Bondowner and the Commission to sell and purchase such
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Target Bonds or exchange such Target Bonds for the required principal amount of the applicable 2021 Exchange
Bonds, subject to the conditions and terms of this Invitation, including the Conditions to Purchase or Exchange set
forth in Section 13.
11. Settlement Date; Purchase and Exchange of Target Bonds
Subject to satisfaction of all conditions to the Commission's obligation to purchase or exchange tendered
Target Bonds, as described herein, the Settlement Date is the day on which Target Bonds accepted for purchase will
be purchased and paid for at the applicable Offer Purchase Price or exchanged for the required principal amount of
the applicable 2021 Exchange Bonds, and the Accrued Interest on the Target Bonds to be purchased or exchanged
will also be paid. Such purchase, exchange and payment are expected to occur by 3:00 p.m., New York City time,
on the Settlement Date. The Settlement Date has initially been set as [October 14], 2021, unless extended by the
Commission, assuming all conditions to the applicable Tender Invitation or Exchange Invitation have been satisfied
or waived by the Commission.
The Commission may, in its sole discretion, change the Settlement Date by giving notice thereof in the
manner described in Section 2 of this Invitation prior to the change. However, the Settlement Date may not be later
than , 2021. If the Commission does not complete the purchase and exchange of the Target Bonds by
3:00 p.m., New York City time, on , 2021, the right and obligation of the Commission to purchase and
exchange any Target Bonds will automatically terminate, without any liability to any Bondowner, and the
Commission will instruct DTC to release from the controls of the ATOP system all Target Bonds.
Subject to satisfaction of all conditions to the Commission's obligation to purchase Target Bonds tendered
for purchase pursuant to the Tender Invitation, as described herein, payment by the Commission will be made
through DTC on the Settlement Date. The Commission expects that, in accordance with DTC's standard procedures,
DTC will transmit the aggregate Offer Purchase Prices to be paid for the Target Bonds tendered for purchase (plus
Accrued Interest) to DTC participants holding the Target Bonds accepted for purchase on behalf of Bondowners for
subsequent disbursement to the Bondowners. The Commission, the Dealer Managers and the Information Agent
and Tender/Exchange Agent have no responsibility or liability for the distribution of the Offer Purchase
Prices paid and Accrued Interest by DTC to DTC participants or by DTC participants to Bondowners.
Subject to satisfaction of all conditions to the Commission's obligation to exchange Target Bonds tendered
for exchange for 2021 Exchange Bonds of the same maturity, pursuant to the Exchange Invitation, as described
herein, such exchange will occur on the Settlement Date by the delivery by the Commission through DTC of the
2021 Exchange Bonds, and Accrued Interest on the Target Bonds which are exchanged, against release and delivery
of the Target Bonds tendered for exchange to the Commission. The Commission expects that, in accordance with
DTC's standard procedures, DTC will credit the account of each of the DTC participant custodial intermediaries
holding the Target Bonds accepted for exchange on behalf of Bondowners with the specified amount of the
applicable 2021 Exchange Bonds maturing in the same year, and with the related Accrued Interest. The
Commission, the Dealer Managers, and the Information Agent and Tender/Exchange Agent have no
responsibility or liability for the delivery of the 2021 Exchange Bonds or the disbursement of Accrued
Interest by DTC to DTC participants or by DTC participants to Bondowners.
[As described herein and in the 2021 Bonds POS, if issued, the 2021 Series B Senior Bonds to be
issued by the Commission will be issued in the same authorized denominations, and have the same interest
rate payable on the same interest payment dates, be subject to redemption on the same terms, and will have
the same CUSIP number as the 2021 Exchange Bonds of the same Series and maturity dates to be delivered
in exchange for Target Bonds tendered and accepted for exchange pursuant to the Exchange Invitation.]
Promptly following such deliveries and payments, the Commission will instruct the Trustee for the Target
Bonds purchased or delivered for exchange to cause such Target Bonds to be cancelled and retired.
12. Source of Funds
The source of funds to purchase the Target Bonds validly tendered for purchase pursuant to the Tender
Invitation and accepted by the Commission is anticipated to be proceeds received by the Commission from the sale
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of its 2021 Series B Senior Bonds, expected to be issued on the Settlement Date. The payment of Accrued Interest
on Target Bonds validly tendered for purchase or exchange is expected to be made from funds held by the
Commission for such purpose. The Commission's ability to settle the cash purchase of Target Bonds tendered for
purchase and to complete the exchange of Target Bonds tendered for exchange is contingent upon the successful
delivery of its 2021 Series B Senior Bonds and the other conditions set forth herein.
13. Conditions to Purchase or Exchange
The consummation of the purchase and exchange of the Target Bonds pursuant to this Invitation is
conditioned upon the Commission obtaining satisfactory and sufficient economic benefit therefrom when taken
together with the proposed issuance of the 2021 Series B Senior Bonds, all on the terms and conditions that are in
the Commission's best interest in its sole discretion. Payment and exchange on the Settlement Date is conditioned
upon the issuance of the 2021 Series B Senior Bonds. Furthermore, the Commission will not be required to purchase
or exchange any Target Bonds, and will incur no liability as a result, if, before payment for or exchange of Target
Bonds on the Settlement Date:
a. The Commission does not, for any reason, have sufficient funds on the Settlement Date from the
proceeds of the 2021 Series B Senior Bonds to pay the Offer Purchase Prices of tendered Target Bonds accepted for
purchase pursuant to the Tender Invitation and pay all fees and expenses associated with the 2021 Series B Senior
Bonds and this Invitation, including the Accrued Interest on all Target Bonds accepted for purchase or exchange;
b. Litigation or another proceeding is pending or threatened which the Commission believes may,
directly or indirectly, have an adverse impact on this Invitation or the expected benefits of this Invitation to the
Commission or the Bondowners;
c. A war, public health or other national emergency, banking moratorium, suspension of payments
by banks, a general suspension of trading by the New York Stock Exchange or a limitation of prices on the New
York Stock Exchange exists and the Commission believes this fact makes it inadvisable to proceed with the
purchase of or the exchange for Target Bonds;
d. A material change in the business or affairs of the Commission has occurred which the
Commission believes makes it inadvisable to proceed with the purchase of or the exchange for Target Bonds;
e. A material change in the net economics of the transaction contemplated by this Invitation and the
2021 Bonds POS has occurred due to a material change in market conditions which the Commission reasonably
believes makes it inadvisable to proceed with the purchase of or the exchange for Target Bonds; or
f. There shall have occurred a material disruption in securities settlement, payment or clearance
services.
These conditions are for the sole benefit of the Commission. They may be asserted by the
Commission, prior to the time of payment for or exchange for Target Bonds on the Settlement Date,
regardless of the circumstances giving rise to any of these conditions, the conditions may be waived by the
Commission in whole or in part at any time and from time to time in its sole discretion and may be exercised
independently for each maturity date and CUSIP number of the Target Bonds. The failure by the
Commission at any time to exercise any of these rights will not be deemed a waiver of any of these rights, and
the waiver of these rights with respect to particular facts and other circumstances will not be deemed a
waiver of these rights with respect to any other facts and circumstances. Each of these rights will be deemed
an ongoing right of the Commission which may be asserted at any time and from time to time. Any
determination by the Commission concerning the events described in this Section 13 will be final and binding
upon all parties. If, prior to the time of payment or exchange for any Target Bonds any of the events
described happens, the Commission will have the absolute right to cancel its obligations to purchase or
exchange Target Bonds without any liability to any Bondowner or any other person.
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14. Extension, Termination and Amendment of Invitation
Through and including the Expiration Date, the Commission has the right to extend this Invitation (or either
the Tender Invitation or the Exchange Invitation), to any date in its sole discretion. Notice of an extension of the
Expiration Date will be given in the manner described in Section 2 of this Invitation, on or about 11:00 a.m., New
York City time, on the first business day after the then current Expiration Date.
The Commission also has the right, prior to the [Expiration Date] to terminate this Invitation (or either the
Tender Invitation or the Exchange Invitation) at any time by giving notice of such termination in the manner
described in Section 2 of this Invitation.
The Commission also has the right, prior to the [Expiration Date] to amend or waive the terms of this
Invitation (or of either the Tender Invitation or the Exchange Invitation) in any respect and at any time by giving
notice of the amendment or waiver in the manner described in Section 2 of this Invitation. The amendment or waiver
will be effective at the time specified in such notice.
If the Commission amends the terms of this Invitation (or either the Tender Invitation or the Exchange
Invitation), including a waiver of any term, in any material respect, notice of such amendment or waiver will be
given no later than five (5) Business Days prior to the Expiration Date, as extended to provide reasonable time for
dissemination of such amendment or waiver to Bondowners and for Bondowners to respond. If the Commission
changes the Offer Purchase Price for any of the Target Bonds pursuant to the Tender Invitation, or changes
the Exchange Factor for any of the Target Bonds, or makes any other material change to the terms of the
Exchange 2021 Bonds (as determined by the Commission) pursuant to the Exchange Invitation, any offers
submitted with respect to the affected Target Bonds prior to such change in the Offer Purchase Price for such
Target Bonds pursuant to the Tender Invitation, or change in the Exchange Factor for such Target Bonds, or
other material change to the terms of the 2021 Exchange Bonds will remain in full force and effect, and any
Bondowner of such affected Target Bonds wishing to revoke their offer to tender or exchange such Target
Bonds must affirmatively withdraw such offer prior to the Expiration Date as described in Section 8 hereof.
No extension, termination or amendment of this Invitation (or waiver of any terms of this Invitation) will
(i) change the Commission's right to decline to purchase or exchange any Target Bonds without liability; or (ii) give
rise to any liability of the Commission, the Dealer Managers, or the Information Agent and Tender/Exchange Agent
to any Bondowner or nominee.
15. Certain Federal Income Tax Consequences
The following is a general summary of the U.S. federal income tax consequences for tendering
Bondowners. The discussion is based on the Internal Revenue Code of 1986, as amended (the "Code"), the Treasury
Regulations promulgated thereunder, and relevant rulings and decisions now in effect, all of which are subject to
change or differing interpretations. No assurances can be given that future changes in U.S. federal income tax laws
will not alter the conclusions reached herein. The discussion below does not purport to deal with U.S. federal
income tax consequences applicable to all categories of investors. Further, this summary does not discuss all aspects
of U.S. federal income taxation that may be relevant to a particular investor in the Target Bonds in light of the
investor's particular circumstances or to certain types of investors subject to special treatment under U.S. federal
income tax laws (including individuals who are neither citizens nor residents of the United States; foreign
corporations, trusts and estates, in each case, as defined for U.S. federal income tax purposes; insurance companies;
tax-exempt organizations; financial institutions; brokers -dealers; partnerships and other entities classified as
partnerships for U.S. federal income tax purposes; and persons who have hedged the risk of owning the Target
Bonds). Tendering Bondowners should note that no rulings have been or will be sought from the Internal Revenue
Service (the "IRS"), and no assurance can be given that the IRS will not take contrary positions, with respect to any
of the U.S. federal income tax consequences discussed below. This U.S. federal income tax discussion is included
for general information only and should not be construed as a tax opinion nor tax advice by the Commission or any
of its advisors or agents to the Bondowners, and Bondowners therefore should not rely upon such discussion.
BONDOWNERS SHOULD CONSULT THEIR OWN TAX ADVISORS IN DETERMINING THE U.S.
FEDERAL, STATE, LOCAL, FOREIGN AND ANY OTHER TAX CONSEQUENCES TO THEM FROM THE
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TENDER OF TARGET BONDS PURSUANT TO THE TENDER INVITATION OR THE EXCHANGE
INVITATION.
A Bondowner who tenders Target Bonds pursuant to the Tender Invitation or the Exchange Invitation will
generally recognize gain or loss for U.S. federal income tax purposes in an amount equal to the difference between
the (1) the amount realized by the Bondowner, and (2) the Bondowner's adjusted tax basis in the tendered Target
Bonds.
In the case of a Bondowner who tenders Target Bonds pursuant to the Tender Invitation, the amount
realized will be the amount of money received by the Bondowner, exclusive of any amount paid for accrued interest.
The following discussion assumes that the exchange of Target Bonds for the applicable 2021 Exchange
Bonds pursuant to the Exchange Invitation constitutes a taxable exchange for U.S. federal income tax purposes. In
the case of a Bondowner who tenders Target Bonds pursuant to the Exchange Invitation, the amount realized will
generally be the "issue price" of the 2021 Exchange Bonds received in the exchange, as described in Section 1.1001-
1(g) of the Treasury Regulations. It is possible that the issue price of the 2021 Exchange Bonds received is their fair
market value. It is possible that, in such instances, the issue price of a 2021 Exchange Bond might be more than or
less than the Bondowner's adjusted tax basis in the tendered Target Bond exchanged therefor, in which case such
taxable exchange could give rise to a capital or ordinary gain or loss to the Bondowner, as described below.
Moreover, to the extent there are 2021 Series B Senior Bonds offered to the public with the same maturity,
credit and payment terms as a 2021 Exchange Bond received in the exchange, there may be some circumstances in
which the issue price of a 2021 Exchange Bond received in the exchange, and thus the amount realized by a
Bondowner, will be determined based on the price at which a substantial amount of the aggregate of the 2021 Series
B Senior Bonds of such maturity with the same credit and payment terms is sold to the public, which issue price
may be more than or less than the stated principal amount of the 2021 Exchange Bond received in the exchange, and
may be more than or less than the Bondowner's adjusted tax basis in the tendered Target Bond exchanged therefor,
in which case such taxable exchange could give rise to a capital or ordinary gain or loss to the Bondowner, as
described below.
Any gain or loss arising in connection with a taxable sale or exchange pursuant to the Tender Invitation or
the Exchange Invitation may be capital gain or loss (either long-term or short-term, depending on the Bondowner's
holding period for the tendered Target Bonds) or may be ordinary income or loss, depending on the particular
circumstances of the tendering Bondowner. Non -corporate holders may be eligible for reduced rates of U.S. federal
income tax on long-term capital gains. The deductibility of capital losses is subject to various limitations.
Under section 3406 of the Code, a tendering Bondowner who is a "United States person," as defined in
section 7701(a)(30) of Code, may, under certain circumstances, be subject to U.S. federal backup withholding.
Backup withholding applies if such tendering Bondowner: (i) fails to furnish such Bondowner's social security
number or other taxpayer identification number ("TIN"); (ii) furnishes an incorrect TIN; (iii) fails to report properly
interest, dividends, or other "reportable payments" as defined in the Code; or (iv) under certain circumstances, fails
to provide a certified statement, signed under penalty of perjury, that the TIN provided is correct and that such
Bondowner is not subject to backup withholding. Bondowners should consult their own tax advisors regarding
whether backup withholding applies to them and, if backup withholding applies, regarding qualification for an
exemption from backup withholding and the procedures for obtaining such exemption. Backup withholding is not an
additional tax. Any amounts deducted and withheld should generally be allowed as a credit against the Bondowner's
U.S. federal income tax liability.
16. Additional Considerations
In deciding whether to participate in the Invitation, each Bondowner should consider carefully, in addition
to the other information contained in this Invitation, the following:
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Market for Target Bonds. The Target Bonds are not listed on any national or regional securities
exchange. To the extent that the Target Bonds are traded, their prices may fluctuate greatly depending on the trading
volume and the balance between buy and sell orders. Bondowners may be able to effect a sale of the Target Bonds at
a price higher than the Offer Purchase Price established pursuant to the Tender Invitation.
Target Bonds Tendered for Exchange. Bondowners of Target Bonds tendered and accepted for exchange
pursuant to the Exchange Invitation will receive a principal amount of 2021 Exchange Bonds maturing in the same
year determined by multiplying the par amount of Target Bonds tendered for exchange by the applicable Exchange
Factor set forth on page (ii) of this Invitation. In addition, Bondowners of the Target Bonds invited to participate in
the Exchange Invitation are also invited to participate in the Tender Invitation. After consummation of the exchange,
the aggregate outstanding principal amount of 2021 Series B Senior Bonds may be less than the remaining aggregate
principal amount of the related Target Bonds invited to participate in the Exchange Invitation. Therefore,
participation by a Bondowner in the Exchange Invitation could adversely affect the liquidity of such Bondowner's
position by comparison to such Bondowner's prior position in the Target Bonds.
Target Bonds Not Tendered for Purchase or Exchange. Bondowners of Target Bonds who do not accept
this Invitation will continue to hold their interest in such Target Bonds. If Target Bonds are purchased or exchanged
pursuant to this Invitation, the principal amount of Target Bonds for a particular CUSIP that remains outstanding
will be reduced, which could adversely affect the liquidity and market value of the Target Bonds of that CUSIP that
remain outstanding.
The terms of the Target Bonds that remain outstanding will continue to be governed by the terms of
the Master Indenture related to such Target Bonds. Each of the Target Bonds is subject to redemption in
whole or in part, at the option of the Commission on any date on or after June 1, 2023, at a redemption price
equal to 100% of the principal amount of the Target Bonds, or portions thereof, to be redeemed plus accrued
but unpaid interest to the date fixed for redemption. It is anticipated that, depending on market conditions,
any Bondowners not electing to tender their Target Bonds for purchase or exchange may have all or a
portion of their Target Bonds refunded and defeased to the first optional call date from proceeds of the
Commission's 2021 Series A Senior Bonds, which are expected to be issued by the Commission on or about
the Settlement Date. Further details concerning the Commission's debt refunding plan and the possible
defeasance of Target Bonds that are not purchased or exchanged pursuant to this Invitation are contained in
the 2021 Bonds POS attached as Appendix A.
To the extent Target Bonds are not purchased or exchanged pursuant to this Invitation (or otherwise
refunded or defeased as described above) the Commission reserves the right to, and may in the future decide to,
acquire some or all of the Target Bonds through open market purchases, privately negotiated transactions,
subsequent tender offers, exchange offers or otherwise, upon such terms and at such prices as it may determine,
which may be more or less than the consideration offered pursuant to this Invitation, which could be cash or other
consideration. Any future acquisition of Target Bonds may be on the same terms or on terms that are more or less
favorable to Bondowners than the terms of the Tender Invitation and/or Exchange Invitation described in this
Invitation. The Commission also reserves the right in the future to refund (on an advance or current basis) any
remaining portion of outstanding Target Bonds through the issuance of publicly offered or privately placed bonds.
The decision to undertake any such future transactions will depend on various factors existing at that time. There can
be no assurance as to which of these alternatives, if any, the Commission may ultimately choose to pursue in the
future.
17. The Dealer Managers
References in this Invitation to the Dealer Managers are to BofA Securities, Inc. and Goldman Sachs & Co.
LLC only in their capacity as the Dealer Managers.
The Dealer Managers may contact Bondowners regarding this Invitation and may request brokers, dealers,
custodian banks, depositories trust companies and other nominees to forward this Invitation to beneficial owners of
the Target Bonds.
102936426.4
12
The Commission will pay to the Dealer Managers customary fees for their services in connection with this
Invitation. In addition, the Commission will pay the Dealer Managers their reasonable out-of-pocket costs and
expenses relating to this Invitation.
The Dealer Managers, including their respective affiliates, are full service financial institutions engaged in
various activities, which may include securities trading, commercial and investment banking, advisory, investment
management, investment research, principal investment, hedging, market making, brokerage and other financial and
non -financial activities and services. The Dealer Managers and their affiliates have, from time to time, performed,
and may in the future perform, a variety of these services for the Commission, for which they received and or will
receive customary fees and expenses. In the ordinary course of their various business activities, the Dealer Managers
and their affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities, which may include credit default swaps) and financial instruments (including bank
loans) for their own account and for the accounts of their customers and may at any time hold long and short
positions in such securities and instruments. Such investment and securities activities may involve securities and
instruments of the Commission.
In addition to their role as Dealer Managers in connection with this Invitation, the Dealer Managers are
currently expected to act as underwriters of the 2021 Series A Senior Bonds and the 2021 Series B Senior Bonds
anticipated to be issued by the Commission as described in the 2021 Bonds POS attached as Appendix A and, as
such, they will receive an underwriter's fee in connection with that transaction as well as for acting as Dealer
Manager in connection with this Invitation.
18. Information Agent and Tender/Exchange Agent
The Commission has retained Globic Advisors to serve as Information Agent and Tender/Exchange Agent
in connection with this Invitation. The Commission has agreed to pay the Information Agent and Tender/Exchange
Agent customary fees for its services and to reimburse the Information Agent and Tender/Exchange Agent for its
reasonable out-of-pocket costs and expenses relating to this Invitation.
19. Miscellaneous
This Invitation is not being made to, and offers will not be accepted from or on behalf of, Bondowners in
any jurisdiction in which this Invitation or the acceptance thereof would not be in compliance with the laws of such
jurisdiction. In those jurisdictions whose laws require this Invitation to be made through a licensed or registered
broker or dealer, this Invitation is being made on behalf of the Commission by the Dealer Managers.
No one has been authorized by the Commission, the Dealer Managers, or the Information Agent and
Tender/Exchange Agent to recommend to any Bondowners whether to offer Target Bonds for purchase or
exchange pursuant to this Invitation. No one has been authorized to give any information or to make any
representation in connection with this Invitation other than those contained in this Invitation. Any
recommendation, information and representations given or made cannot be relied upon as having been
authorized by the Commission, the Dealer Managers, or the Information Agent and Tender/Exchange Agent.
None of the Commission, the Dealer Managers, or the Information Agent and Tender/Exchange
Agent make any recommendation that any Bondowner offer and tender or refrain from offering and
tendering all or any portion of such Bondowner's Target Bonds for purchase or exchange. Bondowners must
make these decisions and should read consult with their broker, account executive, financial advisor, attorney
and/or other appropriate professionals.
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
By:
Executive Director
Anne Mayer
102936426.4
13
ANNEX I
TEXT OF RULE 15-D OF THE
MUNICIPAL SECURITIES RULEMAKING BOARD
(SOPHISTICATED MUNICIPAL MARKET PROFESSIONAL)
MSRB Rule D-15
"Sophisticated Municipal Market Professional"
The term "sophisticated municipal market professional" or "SMMP" is defined by three essential requirements: the
nature of the customer; a determination of sophistication by the broker, dealer or municipal securities dealer
("dealer"); and an affirmation by the customer; as specified below.
(a) Nature of the Customer. The customer must be:
(1) a bank, savings and loan association, insurance company, or registered investment company;
(2) an investment adviser registered either with the Commission under Section 203 of the Investment Advisers
Act of 1940 or with a state securities commission (or any agency or office performing like functions); or
any other person or entity with total assets of at least $50 million.
(3)
(b) Dealer Determination of Customer Sophistication. The dealer must have a reasonable basis to believe that the
customer is capable of evaluating investment risks and market value independently, both in general and with regard
to particular transactions and investment strategies in municipal securities.
(c) Customer Affirmation. The customer must affirmatively indicate that it:
(1) Is exercising independent judgment in evaluating:
(A) the recommendations of the dealer;
(B) the quality of execution of the customer's transactions by the dealer; and
(C) the transaction price for non -recommended secondary market agency transactions as to which (i) the
dealer's services have been explicitly limited to providing anonymity, communication, order
matching and/or clearance functions and (ii) the dealer does not exercise discretion as to how or
when the transactions are executed; and
(2) has timely access to material information that is available publicly through established industry sources as
defined in Rule G-47(b)(i) and (ii).
102936426.4
APPENDIX A
PRELIMINARY OFFICIAL STATEMENT
102936426.4
ATTACHMENT 9
OHS Draft 07/27/21
ESCROW AGREEMENT
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee and Escrow Agent
Dated as of [ ] 1, 2021
Relating to
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds, 2013 Series A
4136-1785-7825.5
TABLE OF CONTENTS
Page
Section 1. Definitions 1
Section 2. Creation and Purpose of Escrow Fund 2
Section 3. Redemption and Payment of the 2013A Refunded Bonds; Notice of
Redemption 3
Section 4. Investment of Escrow Fund; Substitution; Reinvestment 4
Section 5. Sufficiency of Escrow 5
Section 6. Payment of the 2013A Refunded Bonds 5
Section 7. Termination of Escrow Agreement 5
Section 8. Fees and Costs 5
Section 9. Successors 6
Section 10. Indemnification 6
Section 11. Capacity, Immunities and Liabilities of Escrow Agent 6
Section 12. Amendment 6
Section 13. Notices 7
Section 14. Payments Due on Non -Business Days 7
Section 15. Severability 7
Section 16. Law Governing 7
Section 17. Electronic Signature 7
Section 18. Counterparts 8
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Description of 2013A Refunded Bonds
Verification Report
Form of Redemption Notice
Form of Defeasance Notice
i
4136-1785-7825.5
ESCROW AGREEMENT
This Escrow Agreement, dated as of [ ] 1, 2021 (this "Escrow Agreement"), is
entered into by the Riverside County Transportation Commission, a public entity duly
established and existing under the laws of the State of California (the "Commission"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States of America, as Trustee (the "Trustee") under the
Master Indenture (as defined herein) and as escrow agent (the "Escrow Agent").
WITNESSETH:
WHEREAS, the Commission has heretofore issued its Riverside County Transportation
Commission Toll Revenue Senior Lien Bonds, 2013 Series A (the "2013 Series A Bonds"),
pursuant to a Master Indenture, dated as of June 1, 2013 (as supplemented and amended from
time to time pursuant to its terms, the "Master Indenture"), between the Commission and the
Trustee;
WHEREAS, the Commission has determined to refund and defease all of the outstanding
2013 Series A Bonds (the "2013A Refunded Bonds") and is issuing $[ ] aggregate
principal amount of Riverside County Transportation Commission Toll Revenue Senior Lien
Refunding Bonds, 2021 Series A (Federally Taxable) (the "2021 Series A Senior Bonds")
pursuant to the Master Indenture to, among other purposes, provide funds to refund and defease
the 2013A Refunded Bonds, pursuant to Sections 4.02, 10.02 and 15.01 of the Master Indenture;
WHEREAS, Section [26.06(0] of the Master Indenture provides for the transfer and
deposit of $[ ] consisting of proceeds of the 2021 Series A Senior Bonds [together
with other funds of the Commission] to the escrow fund created hereunder, such funds to be
applied to refund and defease all of the 2013A Refunded Bonds; and
WHEREAS, such funds shall be deposited in the escrow fund created hereunder in such
amount as is necessary, together with interest earnings thereon, to insure the full and timely
payment of the Refunding Requirements (as hereinafter defined) for the 2013A Refunded Bonds;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, in
order to secure the payment of the Refunding Requirements as heretofore provided, the parties
hereto mutually undertake, promise and agree for themselves, their respective representatives,
successors and assigns, as follows:
Section 1. Definitions. As used in this Escrow Agreement the following terms have
the following meanings:
Chief Financial Officer means the officer who is then performing the functions of Chief
Financial Officer of the Commission.
Defeasance Securities means securities of the type defined in the Master Indenture and
meeting the requirements for defeasance specified in Section 10.02 of the Master Indenture.
4136-1785-7825.5
Escrow Agent means U.S. Bank National Association, or any successor thereto
appointed under this Escrow Agreement.
Escrow Fund means the fund by that name created pursuant to Section 2 hereof.
Escrowed Defeasance Securities means those certain Defeasance Securities described in
the Verification Report, which is included as Exhibit B to this Escrow Agreement, together with
any Defeasance Securities purchased in connection with exchanges, substitutions or
reinvestments pursuant to Section 4 of this Escrow Agreement.
Redemption Price means with respect to any 2013A Refunded Bond, the principal
amount thereof to be redeemed, plus accrued but unpaid interest to the date fixed for redemption,
without premium, payable upon redemption thereof
Refunding Requirements means all installments of interest on and the Redemption
Price of the 2013A Refunded Bonds, in each case commencing on the date hereof and
concluding on June 1, 2023, when all the 2013A Refunded Bonds will have been paid or
redeemed at the Redemption Price, as such payments become due, as set forth in the Verification
Report included as Exhibit B to this Escrow Agreement.
Master Indenture means the Master Indenture, dated as of June 1, 2013, as
supplemented and amended, between the Commission and the Trustee.
Trustee means U.S. Bank National Association, and its successors and assigns as trustee
under the Master Indenture.
Verification Agent means Causey Demgen & Moore P.C.
Verification Report means the verification report, dated [ ], 2021,
prepared by the Verification Agent, which is included as Exhibit B hereto.
2013A Refunded Bonds means the Riverside County Transportation Commission Toll
Revenue Senior Lien Bonds, 2013 Series A, issued pursuant to the Master Indenture, and
defeased and refunded by the 2021 Series A Senior Bonds as set forth in Exhibit A hereto.
2021 Series A Senior Bonds means the Riverside County Transportation Commission
Toll Revenue Senior Lien Refunding Bonds, 2021 Series A (Federally Taxable), issued pursuant
to the Master Indenture for purposes of refunding the 2013A Refunded Bonds as described
herein.
All other capitalized terms used but not defined herein shall have the respective meanings
given to such terms in the Master Indenture.
Section 2. Creation and Purpose of Escrow Fund.
(a) There is hereby created and established with the Escrow Agent a special and
irrevocable trust fund designated the Escrow Fund (the "Escrow Fund"). The Escrow Agent
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4136-1785-7825.5
shall keep the Escrow Fund separate and apart from all other funds and moneys held by it and
shall hold the Escrow Fund in trust for the purposes described herein. All Defeasance Securities
and moneys in the Escrow Fund are hereby irrevocably pledged, subject to the provisions of
Section 4 and Section 7 hereof, to secure the payment of the 2013A Refunded Bonds.
(b) On the date of issuance of the 2021 Series A Senior Bonds, the Escrow Agent
shall deposit $[ ] into the Escrow Fund, consisting of (i) $[ ] in
proceeds of the 2021 Series A Senior Bonds [and (ii) $[ ] in additional funds that
the Commission previously deposited with the Trustee], which shall be transferred from the
Trustee to the Escrow Agent pursuant to the Master Indenture. Such amount shall be held in the
Escrow Fund and paid out as provided in this Escrow Agreement and pursuant to the Master
Indenture. Such moneys shall be sufficient for the purchase of the Escrowed Defeasance
Securities identified in the Verification Report that is included as Exhibit B to this Escrow
Agreement and to make the cash deposit of $[ ] to the Escrow Fund identified in the
Verification Report that is included as Exhibit B and shall be used by the Escrow Agent to
purchase the Escrowed Defeasance Securities identified in the Verification Report that is
included as Exhibit B to this Escrow Agreement and make such cash deposit on the date of
issuance of the 2021 Series A Senior Bonds. The principal of and interest on the Escrowed
Defeasance Securities and any uninvested cash held hereunder shall be applied by the Escrow
Agent to the payment of the Refunding Requirements applicable to the 2013A Refunded Bonds.
(c) As verified by the Verification Report that is included as Exhibit B to this Escrow
Agreement, the Escrowed Defeasance Securities identified in such Verification Report are such
that, if interest thereon and principal thereof are paid when due, the proceeds from the collection
of such interest and principal, together with any uninvested cash held hereunder, will be
sufficient to pay the Refunding Requirements applicable to the 2013A Refunded Bonds, when
due.
(d) The Escrow Agent shall hold all Defeasance Securities in the Escrow Fund
whether acquired as initial investments, subsequent investments or reinvestments hereunder, and
the money received from time to time as principal and interest thereon, in trust, to secure, and for
the payment of, the Refunding Requirements applicable to the 2013A Refunded Bonds and shall
collect the principal of and interest on such Defeasance Securities held by it hereunder promptly
as such principal and interest become due.
Section 3. Redemption and Payment of the 2013A Refunded Bonds; Notice of
Redemption.
(a) The Escrow Agent, acting as Trustee, is hereby irrevocably instructed to redeem
the 2013A Refunded Bonds on June 1, 2023 (the "Redemption Date"), at a redemption price of
the principal amount thereof called for redemption plus accrued interest to the Redemption Date,
without premium, at the times and places and in the manner specified in the Master Indenture,
such payment to be made from the Escrow Fund.
(b) The Escrow Agent, acting as Trustee, is hereby further irrevocably instructed to
give notice of such redemption at the time and in the manner provided in Sections 4.02 and 15.01
3
4136-1785-7825.5
of the Master Indenture, and in accordance with Section 10.02 of the Master Indenture. The
Escrow Agent, as Trustee, acknowledges that these irrevocable instructions constitute
satisfactory provision for the giving of notice of redemption required by Sections 4.02 and
10.02(b) of the Master Indenture. Attached as Exhibit C hereto is a form of redemption notice.
(c) The Escrow Agent, as Trustee, is hereby further instructed to give notice of
defeasance of the 2013A Refunded Bonds, in the form attached as Exhibit D hereto, (i) at the
time and in the manner provided in Section 17.05 of the Master Indenture, (ii) on the Issue Date,
to DTC as the Securities Depository, and (iii) no later than 10 business days following the Issue
Date, to the Municipal Securities Rulemaking Board's Electronic Municipal Market Access
(EMMA) System for municipal securities disclosures, maintained on the internet at
http ://emma.msrb.org.
Section 4. Investment of Escrow Fund; Substitution; Reinvestment.
(a) The Commission and the Escrow Agent each shall take all remaining necessary
action to have issued and registered in the name of the Escrow Agent, for the account of the
Escrow Fund, the Escrowed Defeasance Securities.
(b) There shall be no exchange or substitution of the Escrowed Defeasance Securities,
except upon: (i) the written direction of an Authorized Representative of the Commission; and
(ii) receipt by the Commission and the Trustee of a new verification report, prepared by an
Independent Certified Public Accountant, verifying the sufficiency of the amount of Defeasance
Securities and cash on deposit in the Escrow Fund following such exchange or substitution to
pay the Refunding Requirements when due. The Escrow Agent shall not be liable or responsible
for any loss resulting from any substitution of securities made pursuant to this Escrow
Agreement and in full compliance with the provisions hereof.
(c) Except as otherwise provided herein, the Escrow Agent shall not reinvest any
cash portion of the Escrow Fund and shall hold such cash portion uninvested in such Escrow
Fund; provided, however, that after receiving a new verification report, prepared by an
Independent Certified Public Accountant, to the effect that such reinvestment will not adversely
affect the sufficiency of the amount of Defeasance Securities and cash on deposit in the Escrow
Fund to pay the Refunding Requirements when due, the Escrow Agent shall, at the written
direction of the Commission, reinvest any cash portion of such Escrow Fund in Defeasance
Securities. The Escrow Agent shall not be liable or responsible for any loss resulting from any
reinvestment made pursuant to this Escrow Agreement and in full compliance with the
provisions hereof.
(d) The Escrow Agent shall furnish the Commission periodic cash transaction
statements which include detail for all investment transactions effected by the Escrow Agent or
brokers selected by the Commission. Upon the Commission's election, such statements will be
delivered via the Escrow Agent's online service and upon electing such service, paper statements
will be provided only upon request. The Commission waives the right to receive brokerage
confirmations of security transactions effected by the Escrow Agent as they occur, to the extent
permitted by law. The Commission further understands that trade confirmations for securities
4
4136-1785-7825.5
transactions effected by the Escrow Agent will be available upon request and at no additional
cost and other trade confirmations may be obtained from the applicable broker.
(e) The Commission acknowledges that, to the extent that the regulations of the
Comptroller of the Currency or other applicable regulatory agency grant the Commission the
right to receive brokerage confirmations on security transactions as they occur, the Commission
specifically waives receipt of such confirmations to the extent permitted by law. The Escrow
Agent shall furnish to the Commission periodic cash transaction statements which shall include
details of all investment transactions made by the Escrow Agent hereunder.
Section 5. Sufficiency of Escrow. Moneys deposited in the Escrow Fund, including
the investment earnings thereon and any uninvested cash, shall be in an amount, as determined
by the Commission and as verified by the Verification Report, that at all times shall be sufficient
to meet the Refunding Requirements not theretofore met.
If at any time the Escrow Agent shall have actual knowledge that the moneys in the
Escrow Fund, including the investment earnings thereon and any uninvested cash, will not be
sufficient to meet the Refunding Requirements, the Escrow Agent shall notify the Chief
Financial Officer of the Commission of such deficiency in writing as soon as reasonably
practicable. Upon receipt of such notice, the Commission will promptly use its best efforts (but
is not legally required) to pay to the Escrow Agent, from any legally available moneys, and the
Escrow Agent shall deposit in the Escrow Fund, the amount necessary to make up the deficiency.
The Escrow Agent shall not be liable or responsible for any loss resulting from its failure to give
such notice nor from the Commission's failure to make any such payment.
Section 6. Payment of the 2013A Refunded Bonds. The Commission hereby
requests and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees to
collect and deposit in the Escrow Fund the principal of and interest on all Escrowed Defeasance
Securities held for the account of such Escrow Fund promptly as such principal and interest
become due, and to apply such principal and interest, together with any other moneys and the
principal of and interest on any other Defeasance Securities deposited in such Escrow Fund, to
the payment of the interest on and redemption price of the 2013A Refunded Bonds at the places
and in the manner stipulated in the Master Indenture and herein.
Section 7. Termination of Escrow Agreement. When the Escrow Agent shall have
transferred, pursuant to Section 6 hereof, such moneys as are required to pay in full and
discharge all of the 2013A Refunded Bonds, the Escrow Agent, after payment of all fees and
expenses of the Escrow Agent, shall, in accordance with Section 10.02 of the Master Indenture,
immediately transfer any amounts remaining in the Escrow Fund to the Trustee for deposit in the
Toll Revenue Fund held by the Trustee under the Master Indenture or, if no Obligations remain
Outstanding, pay over to the Commission the moneys, if any, then remaining in the Escrow Fund
and, in either such event, this Escrow Agreement shall terminate.
Section 8. Fees and Costs.
(a) The Escrow Agent's fees, expenses and reimbursement for costs incurred for and
in carrying out the provisions of this Escrow Agreement have been fixed by separate agreement
5
4136-1785-7825.5
with the Commission. The Escrow Agent shall also be entitled to additional fees, expenses and
reimbursement for costs incurred from the Commission, including but not limited to, legal and
accounting services in connection with any litigation or other proceedings that may at any time
be instituted involving this Escrow Agreement (other than fees, expenses and costs due to the
negligence or willful misconduct of the Escrow Agent).
(b) Payments to the Escrow Agent pursuant to this Section 8 shall not be for deposit
in the Escrow Fund, and the fees of and all expenses and costs incurred by the Escrow Agent,
including without limitation any accruing under the terms of this Escrow Agreement, shall not be
a charge on and in no event shall be deducted from the Escrow Fund.
Section 9. Successors. Any successor to the Trustee under Article VIII of the Master
Indenture shall automatically and without further action be the successor to the Escrow Agent
hereunder and be deemed to have assumed all duties and responsibilities of the Escrow Agent
provided by the terms hereof.
Section 10. Indemnification. The indemnification afforded to the Trustee under
Section 8.02 of the Master Indenture shall extend to the Escrow Agent hereunder.
Section 11. Capacity, Immunities and Liabilities of Escrow Agent. The Escrow
Agent is entering into this Escrow Agreement in its capacity as Trustee under the Master
Indenture and shall be entitled to the rights, protections, limitations from liability and
indemnification afforded in Article VIII of the Master Indenture, including, without limitation,
the protections and limitations from liability set forth in Sections 8.01(b) and 8.02 of the Master
Indenture and the right to resign set forth in Section 8.03 of the Master Indenture. The Escrow
Agent shall perform such duties and only such duties as are specifically set forth in this Escrow
Agreement and no implied duties or obligations shall be read into this Escrow Agreement against
the Escrow Agent. The liability of the Escrow Agent to make payments required pursuant to this
Escrow Agreement shall be limited to the cash and Escrowed Defeasance Securities held on
deposit in the Escrow Fund. The Escrow Agent shall not be liable or responsible for any loss
resulting from any investment or reinvestment made pursuant to this Escrow Agreement and in
full compliance with the provisions hereof. Subject to the provisions of Section 7 hereof,
moneys held by the Escrow Agent hereunder are to be held and applied for the payment of the
2013A Refunded Bonds in accordance with the Master Indenture.
Section 12. Amendment. This Escrow Agreement is made for the benefit of the
Commission and the Owners from time to time of the 2013A Refunded Bonds. This Escrow
Agreement shall not be repealed, revoked, altered or amended without the written consent of all
such Owners; provided, however, that the Commission and the Escrow Agent may, but without
the consent of, or notice to, such Owners, enter into such agreements supplemental to this
Escrow Agreement for any one or more of the following purposes: (i) to cure any ambiguity or
inconsistency or formal defect or omission in this Escrow Agreement; (ii) to grant to, or confer
upon, the Escrow Agent for benefit of such Owners any additional rights, remedies, powers or
Commission that may lawfully be granted to, or conferred upon, such Owners or the Escrow
Agent; (iii) to subject to this Escrow Agreement additional funds, securities or properties; and
(iv) to make any other amendment that does not materially adversely affect the rights of any
6
4136-1785-7825.5
Owners of the 2013A Refunded Bonds; provided, however that no such agreement supplemental
to this Escrow Agreement shall modify or amend the irrevocable pledge of the Escrow Fund, the
provisions requiring delivery of an opinion of nationally recognized bond counsel and a
verification report to the Escrow Agent prior to any substitution of securities, without the consent
of all Owners of the 2013A Refunded Bonds. Prior to entering into such agreement
supplemental to this Escrow Agreement, the Escrow Agent may rely upon an opinion of bond
counsel that such supplemental agreement complies with the terms hereof.
Section 13. Notices. All notices and communications hereunder shall be in writing
and shall be deemed to be duly given if received or if sent by first class mail, as follows:
If to the Commission:
If to the Trustee
and Escrow Agent:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
Attention: Chief Financial Officer
Telephone: (951) 787-7141
Fax: (951) 787-7920
U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Global Corporate Trust
Telephone: (213) 615-6002
Fax: (213) 615-6199
Section 14. Payments Due on Non -Business Days. Any payment or transfer which
would otherwise become due on a day that is not a Business Day (as such term is defined in the
Master Indenture) need not be made on such day but shall be made on the next succeeding
Business Day (as such term is defined in the Master Indenture), with the same force and effect as
if made on the due date.
Section 15. Severability. If any section, paragraph, clause or provision of this Escrow
Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Escrow Agreement.
Section 16. Law Governing. This Escrow Agreement is made in the State of
California and is to be construed under the Constitution and laws of such State.
Section 17. Electronic Signature. Each of the parties hereto agrees that the
transaction consisting of this Escrow Agreement may be conducted by electronic means. Each
party agrees, and acknowledges that it is such party's intent, that if such party signs this Escrow
Agreement using an electronic signature, it is signing, adopting, and accepting this Escrow
Agreement and that signing this Escrow Agreement using an electronic signature is the legal
equivalent of having placed its handwritten signature on this Escrow Agreement on paper. Each
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4136-1785-7825.5
party acknowledges that it is being provided with an electronic or paper copy of this Escrow
Agreement in a usable format.
Section 18. Counterparts. This Escrow 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.
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4136-1785-7825.5
IN WITNESS WHEREOF, the Riverside County Transportation Commission has caused
this Escrow Agreement to be signed in its name by its duly authorized officer, and U.S. Bank
National Association, has caused this Escrow Agreement to be signed in its name by its duly
authorized officer, all as of the day and year first above written.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as
Trustee and Escrow Agent
By:
Authorized Officer
S-1
4136-1785-7825.5
EXHIBIT A
DESCRIPTION OF 2013A REFUNDED BONDS
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds, 2013 Series A
Redemption Date: June 1, 2023
Maturity Interest
Date Principal Rate CUSIP No. Redemption
(June 1) Amount (%) (76912D)* Price
* CUSIP numbers provided above are provided for the convenience of the Escrow Agent. The Riverside County
Transportation Commission is not responsible for the accuracy or completeness of any of the CUSIP numbers.
I Term Bond
A-1
EXHIBIT B
VERIFICATION REPORT
B-1
EXHIBIT C
FORM OF REDEMPTION NOTICE
NOTICE OF REDEMPTION
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
TOLL REVENUE SENIOR LIEN BONDS, 2013 SERIES A
Maturity Interest
Date Principal Rate CUSIP No. Redemption
(June 1) Amount (%) (76912D)* Price
Notice is hereby given in the name of the Riverside County Transportation Commission (the
"Commission") to the registered owner of the bonds identified above (the "Bonds") that:
In accordance with the Master Indenture, dated as of June 1, 2013, as amended and supplemented
(the "Indenture"), between the Commission and U.S Bank National Association, as successor trustee (the
"Trustee"), the Bonds are subject to optional redemption by the Commission, subject to the conditions set
forth in the Indenture and described below.
The Bonds are to be redeemed on June 1, 2023 (the "Redemption Date"). On the Redemption
Date there will become due and payable on each of said Bonds the Redemption Price thereof, which is
equal to the principal amount of the Bonds, plus accrued and unpaid interest thereon to the Redemption
Date, without premium.
1. The Redemption Price will be paid to or as directed by the registered Owner of the Bonds
(which is the Securities Depository) in accordance with its rules and procedures. The Bonds shall be
surrendered at the following address of the Trustee:
First Class/Registered/Certified
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Avenue E
St. Paul, Minnesota 55107
Express Delivery Only
U.S. Bank National Association
Global Corporate Trust Services
111 Fillmore Avenue E
St. Paul, Minnesota 55107
2. The Commission issued refunding bonds on [ ], 2021, a portion of the
proceeds of which have been applied to defease the Bonds pursuant to the Indenture and will be used to
redeem the Bonds on the Redemption Date.
3. From and after the Redemption Date, interest on the Bonds shall cease to accrue.
4. Capitalized terms used herein and not otherwise defined shall have the meanings given to
such terms in the Indenture.
5. If the Bonds are mailed, the use of registered, insured mail is recommended.
C-1
6. All holders or owners submitting bonds for redemption must complete and deliver the
Form W-9 with their Bonds to the Trustee. Failure to provide a completed Form W-9 will result in 28%
back-up withholding to holders or owners pursuant to Federal Law.
Dated: , 2023
U.S BANK NATIONAL ASSOCIATION, as Trustee for
the Riverside County Transportation Commission
C-2
EXHIBIT D
FORM OF DEFEASANCE NOTICE
NOTICE OF DEFEASANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
TOLL REVENUE SENIOR LIEN BONDS, 2013 SERIES A
NOTICE IS HEREBY GIVEN to the applicable owners of the outstanding Riverside County
Transportation Commission Toll Revenue Senior Lien Bonds, 2013 Series A maturing in the
years, in the principal amounts and bearing the CUSIP numbers, as set forth below (collectively,
the "Defeased Bonds"), there has been deposited with U.S. Bank National Association, as
escrow agent (the "Escrow Agent"), moneys and defeasance securities paying principal and
interest in an amount which, together with the amounts held as cash, will be sufficient (as
evidenced by the verification report delivered to the Escrow Agent) to pay the interest due and
payable on the Defeased Bonds through and including June 1, 2023 and to pay the redemption
price of the Defeased Bonds on the redemption date of June 1, 2023. The redemption price of,
and interest on, such Defeased Bonds shall be paid only from amounts deposited with the Escrow
Agent as aforesaid. As a result of such deposit, such Defeased Bonds are deemed to have been
paid in accordance with the applicable provisions of the Master Indenture, dated as of June 1,
2013, as amended and supplemented, between the Riverside County Transportation Commission
and U.S Bank National Association, as successor trustee, pursuant to which the Defeased Bonds
were issued. [The Defeased Bonds do not include the Riverside County Transportation
Commission Toll Revenue Senior Lien Bonds, 2013 Series A tendered to and accepted by the
Commission as indicated on the Commission's Notice of Acceptance of Offers, dated
[ ], 2021.]
Defeased Bonds
Maturity Date Interest CUSIP No.
(June 1) Principal Amount Rate (%) (76912D)*
*The Commission and the undersigned Escrow Agent and Trustee shall not be held responsible for the
selection or use of CUSIP numbers, nor is any representation made as to their correctness indicated in
this Notice. They are included solely for the convenience of the bondholders.
Dated: [ ], 2021
By: U.S. Bank National Association, as Escrow Agent and Trustee
D-1
ATTACHMENT 10
OHS Draft 08/06/21
ESCROW AGREEMENT
between
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
and
U.S. BANK NATIONAL ASSOCIATION
as Trustee and Escrow Agent
Dated as of [ ] 1, 2021
Relating to
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds, 2013 Series B (Capital Interest Obligations)
4164-3892-6640.2
TABLE OF CONTENTS
Page
Section 1. Definitions 1
Section 2. Creation and Purpose of Escrow Fund 2
Section 3. Payment of the 2013B Defeased Bonds; Notice of Defeasance 3
Section 4. Investment of Escrow Fund; Substitution; Reinvestment 3
Section 5. Sufficiency of Escrow 4
Section 6. Payment of the 2013B Defeased Bonds 5
Section 7. Termination of Escrow Agreement 5
Section 8. Fees and Costs 5
Section 9. Successors 5
Section 10. Indemnification 5
Section 11. Capacity, Immunities and Liabilities of Escrow Agent 5
Section 12. Amendment 6
Section 13. Notices 6
Section 14. Payments Due on Non -Business Days 7
Section 15. Severability 7
Section 16. Law Governing 7
Section 17. Electronic Signature 7
Section 18. Counterparts 7
Exhibit A
Exhibit B
Exhibit C
Description of 2013B Defeased Bonds
Verification Report
Form of Defeasance Notice
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4164-3892-6640.2
ESCROW AGREEMENT
This Escrow Agreement, dated as of [ ] 1, 2021 (this "Escrow Agreement"), is
entered into by the Riverside County Transportation Commission, a public entity duly
established and existing under the laws of the State of California (the "Commission"), and U.S.
BANK NATIONAL ASSOCIATION, a national banking association duly organized and
existing under the laws of the United States of America, as Trustee (the "Trustee") under the
Master Indenture (as defined herein) and as escrow agent (the "Escrow Agent").
WITNESSETH:
WHEREAS, the Commission has heretofore issued its Riverside County Transportation
Commission Toll Revenue Senior Lien Bonds, 2013 Series B (Capital Interest Obligations) (the
"2013 Series B Bonds"), pursuant to a Master Indenture, dated as of June 1, 2013 (as
supplemented and amended from time to time pursuant to its terms, the "Master Indenture"),
between the Commission and the Trustee;
WHEREAS, the Commission has determined to defease a portion of the outstanding
2013 Series B Bonds (the "2013B Defeased Bonds") using [surplus Toll Revenues and other
legally available funds of the Commission] to, among other purposes, provide funds to defease
the 2013B Defeased Bonds, pursuant to Sections 4.02 and 10.02 of the Master Indenture;
WHEREAS, the Commission has deposited cash into the escrow fund created hereunder,
such funds to be applied to defease the 2013B Defeased Bonds; and
WHEREAS, such funds shall be deposited in the escrow fund created hereunder in such
amount as is necessary, together with interest earnings thereon, to insure the full and timely
payment of the Defeasance Requirements (as hereinafter defined) for the 2013B Defeased
Bonds;
NOW, THEREFORE, in consideration of the mutual agreements herein contained, in
order to secure the payment of the Defeasance Requirements as heretofore provided, the parties
hereto mutually undertake, promise and agree for themselves, their respective representatives,
successors and assigns, as follows:
Section 1. Definitions. As used in this Escrow Agreement the following terms have
the following meanings:
Chief Financial Officer means the officer who is then performing the functions of Chief
Financial Officer of the Commission.
Deposit Date means [ ], 2021.
Defeasance Securities means securities of the type defined in the Master Indenture and
meeting the requirements for defeasance specified in Section 10.02 of the Master Indenture.
4164-3892-6640.2
Escrow Agent means U.S. Bank National Association, or any successor thereto
appointed under this Escrow Agreement.
Escrow Fund means the fund by that name created pursuant to Section 2 hereof.
Escrowed Defeasance Securities means those certain Defeasance Securities described in
the Verification Report, which is included as Exhibit B to this Escrow Agreement, together with
any Defeasance Securities purchased in connection with exchanges, substitutions or
reinvestments pursuant to Section 4 of this Escrow Agreement.
Defeasance Requirements means all installments of interest on and the principal of the
2013B Defeased Bonds, in each case commencing on the date hereof and concluding on when all
the 2013B Defeased Bonds will have been paid, as such payments become due, as set forth in the
Verification Report included as Exhibit B to this Escrow Agreement.
Master Indenture means the Master Indenture, dated as of June 1, 2013, as
supplemented and amended, between the Commission and the Trustee.
Trustee means U.S. Bank National Association, and its successors and assigns as trustee
under the Master Indenture.
Verification Agent means Causey Demgen & Moore P.C.
Verification Report means the verification report, dated [ ], 2021,
prepared by the Verification Agent, which is included as Exhibit B hereto.
2013B Defeased Bonds means the Riverside County Transportation Commission Toll
Revenue Senior Lien Bonds, 2013 Series B, issued pursuant to the Master Indenture, and
defeased from cash deposited by the Commission, as set forth in Exhibit A hereto.
All other capitalized terms used but not defined herein shall have the respective meanings
given to such terms in the Master Indenture.
Section 2. Creation and Purpose of Escrow Fund.
(a) There is hereby created and established with the Escrow Agent a special and
irrevocable trust fund designated the Escrow Fund (the "Escrow Fund"). The Escrow Agent
shall keep the Escrow Fund separate and apart from all other funds and moneys held by it and
shall hold the Escrow Fund in trust for the purposes described herein. All Defeasance Securities
and moneys in the Escrow Fund are hereby irrevocably pledged, subject to the provisions of
Section 4 and Section 7 hereof, to secure the payment of the 2013B Defeased Bonds.
(b) On the Deposit Date, the Commission has deposited $[ ] into the
Escrow Fund, consisting of [surplus Toll Revenues and other legally available funds of the
Commission]. Such amount shall be held in the Escrow Fund and paid out as provided in this
Escrow Agreement and pursuant to the Master Indenture. Such moneys shall be sufficient for
the purchase of the Escrowed Defeasance Securities identified in the Verification Report that is
2
4164-3892-6640.2
included as Exhibit B to this Escrow Agreement and to make the cash deposit of $[ ] to
the Escrow Fund identified in the Verification Report that is included as Exhibit B and shall be
used by the Escrow Agent to purchase the Escrowed Defeasance Securities identified in the
Verification Report that is included as Exhibit B to this Escrow Agreement. The principal of and
interest on the Escrowed Defeasance Securities and any uninvested cash held hereunder shall be
applied by the Escrow Agent to the payment of the Defeasance Requirements applicable to the
2013B Defeased Bonds.
(c) As verified by the Verification Report that is included as Exhibit B to this Escrow
Agreement, the Escrowed Defeasance Securities identified in such Verification Report are such
that, if interest thereon and principal thereof are paid when due, the proceeds from the collection
of such interest and principal, together with any uninvested cash held hereunder, will be
sufficient to pay the Defeasance Requirements applicable to the 2013B Defeased Bonds, when
due.
(d) The Escrow Agent shall hold all Defeasance Securities in the Escrow Fund
whether acquired as initial investments, subsequent investments or reinvestments hereunder, and
the money received from time to time as principal and interest thereon, in trust, to secure, and for
the payment of, the Defeasance Requirements applicable to the 2013B Defeased Bonds and shall
collect the principal of and interest on such Defeasance Securities held by it hereunder promptly
as such principal and interest become due.
Section 3. Payment of the 2013B Defeased Bonds; Notice of Defeasance.
(a) The Escrow Agent, acting as Trustee, is hereby irrevocably instructed to pay
interest and principal due on the 2013B Defeased Bonds until maturity of such 2013B Defeased
Bonds, such payment to be made from the Escrow Fund.
(b) The Escrow Agent, as Trustee, is hereby further instructed to give notice of
defeasance of the 2013B Defeased Bonds, in the form attached as Exhibit C hereto, (i) at the
time and in the manner provided in Section 17.05 of the Master Indenture, (ii) on the Deposit
Date, to DTC as the Securities Depository, and (iii) no later than 10 business days following the
Deposit Date, to the Municipal Securities Rulemaking Board's Electronic Municipal Market
Access (EMMA) System for municipal securities disclosures, maintained on the interne at
http ://emma.msrb.org.
Section 4. Investment of Escrow Fund; Substitution; Reinvestment.
(a) The Commission and the Escrow Agent each shall take all remaining necessary
action to have issued and registered in the name of the Escrow Agent, for the account of the
Escrow Fund, the Escrowed Defeasance Securities.
(b) There shall be no exchange or substitution of the Escrowed Defeasance Securities,
except upon: (i) the written direction of an Authorized Representative of the Commission; and
(ii) receipt by the Commission and the Trustee of a new verification report, prepared by an
Independent Certified Public Accountant, verifying the sufficiency of the amount of Defeasance
Securities and cash on deposit in the Escrow Fund following such exchange or substitution to
3
4164-3892-6640.2
pay the Defeasance Requirements when due. The Escrow Agent shall not be liable or
responsible for any loss resulting from any substitution of securities made pursuant to this
Escrow Agreement and in full compliance with the provisions hereof.
(c) Except as otherwise provided herein, the Escrow Agent shall not reinvest any
cash portion of the Escrow Fund and shall hold such cash portion uninvested in such Escrow
Fund; provided, however, that after receiving a new verification report, prepared by an
Independent Certified Public Accountant, to the effect that such reinvestment will not adversely
affect the sufficiency of the amount of Defeasance Securities and cash on deposit in the Escrow
Fund to pay the Defeasance Requirements when due, the Escrow Agent shall, at the written
direction of the Commission, reinvest any cash portion of such Escrow Fund in Defeasance
Securities. The Escrow Agent shall not be liable or responsible for any loss resulting from any
reinvestment made pursuant to this Escrow Agreement and in full compliance with the
provisions hereof.
(d) The Escrow Agent shall furnish the Commission periodic cash transaction
statements which include detail for all investment transactions effected by the Escrow Agent or
brokers selected by the Commission. Upon the Commission's election, such statements will be
delivered via the Escrow Agent's online service and upon electing such service, paper statements
will be provided only upon request. The Commission waives the right to receive brokerage
confirmations of security transactions effected by the Escrow Agent as they occur, to the extent
permitted by law. The Commission further understands that trade confirmations for securities
transactions effected by the Escrow Agent will be available upon request and at no additional
cost and other trade confirmations may be obtained from the applicable broker.
(e) The Commission acknowledges that, to the extent that the regulations of the
Comptroller of the Currency or other applicable regulatory agency grant the Commission the
right to receive brokerage confirmations on security transactions as they occur, the Commission
specifically waives receipt of such confirmations to the extent permitted by law. The Escrow
Agent shall furnish to the Commission periodic cash transaction statements which shall include
details of all investment transactions made by the Escrow Agent hereunder.
Section 5. Sufficiency of Escrow. Moneys deposited in the Escrow Fund, including
the investment earnings thereon and any uninvested cash, shall be in an amount, as determined
by the Commission and as verified by the Verification Report, that at all times shall be sufficient
to meet the Defeasance Requirements not theretofore met.
If at any time the Escrow Agent shall have actual knowledge that the moneys in the
Escrow Fund, including the investment earnings thereon and any uninvested cash, will not be
sufficient to meet the Defeasance Requirements, the Escrow Agent shall notify the Chief
Financial Officer of the Commission of such deficiency in writing as soon as reasonably
practicable. Upon receipt of such notice, the Commission will promptly use its best efforts (but
is not legally required) to pay to the Escrow Agent, from any legally available moneys, and the
Escrow Agent shall deposit in the Escrow Fund, the amount necessary to make up the deficiency.
The Escrow Agent shall not be liable or responsible for any loss resulting from its failure to give
such notice nor from the Commission's failure to make any such payment.
4
4164-3892-6640.2
Section 6. Payment of the 2013B Defeased Bonds. The Commission hereby
requests and irrevocably instructs the Escrow Agent, and the Escrow Agent hereby agrees to
collect and deposit in the Escrow Fund the principal of and interest on all Escrowed Defeasance
Securities held for the account of such Escrow Fund promptly as such principal and interest
become due, and to apply such principal and interest, together with any other moneys and the
principal of and interest on any other Defeasance Securities deposited in such Escrow Fund, to
the payment of the interest on and principal of the 2013B Defeased Bonds in the manner
stipulated in the Master Indenture and herein.
Section 7. Termination of Escrow Agreement. When the Escrow Agent shall have
transferred, pursuant to Section 6 hereof, such moneys as are required to pay in full and
discharge all of the 2013B Defeased Bonds, the Escrow Agent, after payment of all fees and
expenses of the Escrow Agent, shall, in accordance with Section 10.02 of the Master Indenture,
immediately transfer any amounts remaining in the Escrow Fund to the Trustee for deposit in the
Toll Revenue Fund held by the Trustee under the Master Indenture or, if no Obligations remain
Outstanding, pay over to the Commission the moneys, if any, then remaining in the Escrow Fund
and, in either such event, this Escrow Agreement shall terminate.
Section 8. Fees and Costs.
(a) The Escrow Agent's fees, expenses and reimbursement for costs incurred for and
in carrying out the provisions of this Escrow Agreement have been fixed by separate agreement
with the Commission. The Escrow Agent shall also be entitled to additional fees, expenses and
reimbursement for costs incurred from the Commission, including but not limited to, legal and
accounting services in connection with any litigation or other proceedings that may at any time
be instituted involving this Escrow Agreement (other than fees, expenses and costs due to the
negligence or willful misconduct of the Escrow Agent).
(b) Payments to the Escrow Agent pursuant to this Section 8 shall not be for deposit
in the Escrow Fund, and the fees of and all expenses and costs incurred by the Escrow Agent,
including without limitation any accruing under the terms of this Escrow Agreement, shall not be
a charge on and in no event shall be deducted from the Escrow Fund.
Section 9. Successors. Any successor to the Trustee under Article VIII of the Master
Indenture shall automatically and without further action be the successor to the Escrow Agent
hereunder and be deemed to have assumed all duties and responsibilities of the Escrow Agent
provided by the terms hereof.
Section 10. Indemnification. The indemnification afforded to the Trustee under
Section 8.02 of the Master Indenture shall extend to the Escrow Agent hereunder.
Section 11. Capacity, Immunities and Liabilities of Escrow Agent. The Escrow
Agent is entering into this Escrow Agreement in its capacity as Trustee under the Master
Indenture and shall be entitled to the rights, protections, limitations from liability and
indemnification afforded in Article VIII of the Master Indenture, including, without limitation,
the protections and limitations from liability set forth in Sections 8.01(b) and 8.02 of the Master
Indenture and the right to resign set forth in Section 8.03 of the Master Indenture. The Escrow
5
4164-3892-6640.2
Agent shall perform such duties and only such duties as are specifically set forth in this Escrow
Agreement and no implied duties or obligations shall be read into this Escrow Agreement against
the Escrow Agent. The liability of the Escrow Agent to make payments required pursuant to this
Escrow Agreement shall be limited to the cash and Escrowed Defeasance Securities held on
deposit in the Escrow Fund. The Escrow Agent shall not be liable or responsible for any loss
resulting from any investment or reinvestment made pursuant to this Escrow Agreement and in
full compliance with the provisions hereof. Subject to the provisions of Section 7 hereof,
moneys held by the Escrow Agent hereunder are to be held and applied for the payment of the
2013B Defeased Bonds in accordance with the Master Indenture.
Section 12. Amendment. This Escrow Agreement is made for the benefit of the
Commission and the Owners from time to time of the 2013B Defeased Bonds. This Escrow
Agreement shall not be repealed, revoked, altered or amended without the written consent of all
such Owners; provided, however, that the Commission and the Escrow Agent may, but without
the consent of, or notice to, such Owners, enter into such agreements supplemental to this
Escrow Agreement for any one or more of the following purposes: (i) to cure any ambiguity or
inconsistency or formal defect or omission in this Escrow Agreement; (ii) to grant to, or confer
upon, the Escrow Agent for benefit of such Owners any additional rights, remedies, powers or
Commission that may lawfully be granted to, or conferred upon, such Owners or the Escrow
Agent; (iii) to subject to this Escrow Agreement additional funds, securities or properties; and
(iv) to make any other amendment that does not materially adversely affect the rights of any
Owners of the 2013B Defeased Bonds; provided, however that no such agreement supplemental
to this Escrow Agreement shall modify or amend the irrevocable pledge of the Escrow Fund, the
provisions requiring delivery of an opinion of nationally recognized bond counsel and a
verification report to the Escrow Agent prior to any substitution of securities, without the consent
of all Owners of the 2013B Defeased Bonds. Prior to entering into such agreement supplemental
to this Escrow Agreement, the Escrow Agent may rely upon an opinion of bond counsel that
such supplemental agreement complies with the terms hereof.
Section 13. Notices.
and shall be deemed to be duly
If to the Commission:
If to the Trustee
and Escrow Agent:
All notices and communications hereunder shall be in writing
given if received or if sent by first class mail, as follows:
Riverside County Transportation Commission
P.O. Box 12008
Riverside, California 92502
Attention: Chief Financial Officer
Telephone: (951) 787-7141
Fax: (951) 787-7920
U.S. Bank National Association
633 West Fifth Street, 24th Floor
6
4164-3892-6640.2
Los Angeles, California 90071
Attention: Global Corporate Trust
Telephone: (213) 615-6002
Fax: (213) 615-6199
Section 14. Payments Due on Non -Business Days. Any payment or transfer which
would otherwise become due on a day that is not a Business Day (as such term is defined in the
Master Indenture) need not be made on such day but shall be made on the next succeeding
Business Day (as such term is defined in the Master Indenture), with the same force and effect as
if made on the due date.
Section 15. Severability. If any section, paragraph, clause or provision of this Escrow
Agreement shall for any reason be held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, clause or provision shall not affect any of the
remaining provisions of this Escrow Agreement.
Section 16. Law Governing. This Escrow Agreement is made in the State of
California and is to be construed under the Constitution and laws of such State.
Section 17. Electronic Signature. Each of the parties hereto agrees that the
transaction consisting of this Escrow Agreement may be conducted by electronic means. Each
party agrees, and acknowledges that it is such party's intent, that if such party signs this Escrow
Agreement using an electronic signature, it is signing, adopting, and accepting this Escrow
Agreement and that signing this Escrow Agreement using an electronic signature is the legal
equivalent of having placed its handwritten signature on this Escrow Agreement on paper. Each
party acknowledges that it is being provided with an electronic or paper copy of this Escrow
Agreement in a usable format.
Section 18. Counterparts. This Escrow 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.
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4164-3892-6640.2
IN WITNESS WHEREOF, the Riverside County Transportation Commission has caused
this Escrow Agreement to be signed in its name by its duly authorized officer, and U.S. Bank
National Association, has caused this Escrow Agreement to be signed in its name by its duly
authorized officer, all as of the day and year first above written.
RIVERSIDE COUNTY TRANSPORTATION
COMMISSION
By:
Chief Financial Officer
U.S. BANK NATIONAL ASSOCIATION, as
Trustee and Escrow Agent
By:
Authorized Officer
S-1
4164-3892-6640.2
EXHIBIT A
DESCRIPTION OF 2013B DEFEASED BONDS
Riverside County Transportation Commission
Toll Revenue Senior Lien Bonds, 2013 Series B
Maturity Interest
Date Principal Rate CUSIP No.
(June 1) Amount (%) (76912D)*
* CUSIP numbers provided above are provided for the convenience of the Escrow Agent. The Riverside County
Transportation Commission is not responsible for the accuracy or completeness of any of the CUSIP numbers.
A-1
EXHIBIT B
VERIFICATION REPORT
B-1
EXHIBIT C
FORM OF DEFEASANCE NOTICE
NOTICE OF DEFEASANCE
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
TOLL REVENUE SENIOR LIEN BONDS, 2013 SERIES B
NOTICE IS HEREBY GIVEN to the applicable owners of the outstanding Riverside County
Transportation Commission Toll Revenue Senior Lien Bonds, 2013 Series B maturing in the
years, in the principal amounts and bearing the CUSIP numbers, as set forth below (collectively,
the "Defeased Bonds"), there has been deposited with U.S. Bank National Association, as
escrow agent (the "Escrow Agent"), moneys and defeasance securities paying principal and
interest in an amount which, together with the amounts held as cash, will be sufficient (as
evidenced by the verification report delivered to the Escrow Agent) to pay the principal and
interest when due and payable on the Defeased Bonds; such amounts shall be paid only from
amounts deposited with the Escrow Agent as aforesaid. As a result of such deposit, such
Defeased Bonds are deemed to have been paid in accordance with the applicable provisions of
the Master Indenture, dated as of June 1, 2013, as amended and supplemented, between the
Riverside County Transportation Commission and U.S Bank National Association, as successor
trustee, pursuant to which the Defeased Bonds were issued.
Defeased Bonds
Maturity Date Interest CUSIP No.
(June 1) Principal Amount Rate (%) (76912D)*
*The Commission and the undersigned Escrow Agent and Trustee shall not be held responsible for the
selection or use of CUSIP numbers, nor is any representation made as to their correctness indicated in
this Notice. They are included solely for the convenience of the bondholders.
Dated: [ ], 2021
By: U.S. Bank National Association, as Escrow Agent and Trustee
C-1
ATTACHMENT 11
Agreement No. 05-19-510-18
AMENDMENT NO. 18 TO THIS
AGREEMENT FOR BOND COUNSEL SERVICES
1. PARTIES AND DATE
This Amendment No. 18 to the Agreement for Bond Counsel Services is
made and entered into as of this day of , 2021, by and between the
RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and
ORRICK, HERRINGTON & SUTCLIFFE LLP ("Consultant"), a limited liability
partnership.
2. RECITALS
2.1 The Commission and the Consultant have entered into an Agreement
No. 05-19-510 dated April 5, 2005 for the purpose of providing bond
counsel services (the "Master Agreement").
2.2 The Commission and the Consultant have entered into an
Amendment No. 1 to the Master Agreement, dated November 14,
2006, for the purpose of bond counsel tasks related to an interest rate
swap transaction in connection with the Commission's commercial
paper notes under the 2009 Measure A, including a maximum of two
(2) counterparty agreements.
2.3 The Commission and the Consultant have entered into an
Amendment No. 2 to the Master Agreement, dated December 19,
2008, for the purpose of bond counsel services related to the
termination of the Lehman Brothers Derivative Products (LBDP)
interest rate swap, the review of documentation relating to the
execution of a replacement swap, and commercial paper issues
resulting from the bankruptcy filing of Lehman Brothers Holdings
(LBH).
2.4 The Commission and the Consultant have entered into an
Amendment No. 3 to the Master Agreement, dated January 1, 2010
for the purpose of extending the term, and providing additional
compensation for bond counsel services related to extension of the
direct draw letter of credit related to the 2005 Commercial Paper
1
Program and bond counsel services related to the 2009 Measure A
debit limit.
2.5 The Commission and the Consultant have entered into an Amendment
No. 4 to the Master Agreement, dated June 15, 2010 for the purpose
of extending the term and providing additional compensation for
bond counsel services.
2.6 The Commission and the Consultant have entered into an
Amendment No. 5 to the Master Agreement, dated June 15, 2011 for
the purpose of extending the term and providing additional
compensation for bond counsel services.
2.7 The Commission and the Consultant have entered into an
Amendment No. 6 to the Master Agreement, dated July 1, 2012 for
the purpose of extending the term and providing additional
compensation for bond counsel services.
2.8 The Commission and the Consultant have entered into an
Amendment No. 7 to the Master Agreement, dated June 30, 2013 for
the purpose of extending the term and providing additional
compensation for bond counsel services.
2.9 The Commission and the Consultant have entered into an
Amendment No. 8 to the Master Agreement, dated July 1, 2014 for
the purpose of extending the term and providing additional
compensation for bond counsel services.
2.10 The Commission and the Consultant have entered into an
Amendment No. 9 to the Master Agreement, dated July 1, 2015 for
the purpose of extending the term for bond counsel services.
2.11 The Commission and the Consultant have entered into an
Amendment No. 10 to the Master Agreement, dated June 30, 2016 for
the purpose of extending the term and providing additional
compensation for bond counsel services.
2.12 The Commission and the Consultant have entered into an
Amendment No. 11 to the Master Agreement, dated September 14,
2016, for the purpose of amending the Services, as defined in the
2
Master Agreement, to include the provision of bond counsel services
related to termination of the Deutsche Bank swap and issuance of
refunding bonds for the 2009 Series A Bonds, and to provide
additional funding for the Services.
2.13 The Commission and the Consultant have entered into an
Amendment No. 12 to the Master Agreement, dated June 30, 2017,
for the purpose of extending the term and for providing additional
compensation for continued bond counsel services.
2.14 The Commission and the Consultant have entered into an
Amendment No. 13 to the Master Agreement, dated December 13,
2017, for the purpose of providing additional compensation for bond
counsel services related to an advance refunding of all of the 2010
Series A Sales Tax Revenue Bonds and a portion of the 2013 Series A
Sales Tax Revenue Bonds with the proceeds from the issuance of
2017 Series B Refunding Bonds.
2.15 The Commission and the Consultant have entered into an
Amendment No. 14 to the Master Agreement, dated March 14, 2018,
in order to provide additional compensation for bond counsel
services related to the issuance of the 2018 Series A Refunding Bonds
and the termination of the Bank of America, N.A. swap.
2.16 The Commission and the Consultant have entered into an
Amendment No. 15 to the Master Agreement, dated July 1, 2018, in
order to provide additional compensation for bond counsel services.
2.17 The Commission and the Consultant have entered into an
Amendment No. 16 to the Master Agreement, dated July 1, 2019, in
order to extend the term and to provide additional compensation for
innovative financing efforts and the continued performance of bond
counsel services.
2.18 The Commission and the Consultant have entered into an
Amendment No. 17 to the Master Agreement, dated June 30, 2020, in
order to extend the term and to provide additional compensation for
bond counsel services.
2.19 The parties now desire to amend the Master Agreement in order to
provide additional compensation for the 91 Express Lanes
3
refinancing efforts and the continued performance of bond counsel
services.
3. TERMS
3.1 The maximum compensation for Services performed pursuant to this
Amendment shall be Forty -Five Thousand Dollars ($45,000). Work
shall be performed at the rates set forth in the Master Agreement.
3.2 Except as amended by this Amendment No. 18, all provisions of the
Master Agreement, as previously amended by Amendments 1
through 17, including without limitation the indemnity and insurance
provisions, shall remain in full force and effect and shall govern the
actions of the parties under this Amendment No. 18.
3.3 This Amendment No. 18 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.4 This Amendment No. 18 may be signed in counterparts, each of
which shall constitute an original.
3.5 A manually signed copy of this Amendment No. 18 which is
transmitted by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as
delivery of an original executed copy of this Amendment No. 18 for
all purposes. This Amendment No. 18 may be signed using an
electronic signature.
[Signatures on following page]
4
SIGNATURE PAGE TO
AGREEMENT NO. 05-19-510-18
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first herein above written.
RIVERSIDE COUNTY ORRICK, HERRINGTON &
TRANSPORTATION COMMISSION SUTCLIFFE LLP
By: By:
Anne Mayer, Executive Director
APPROVED AS TO FORM:
By:
Best Best & Krieger LLP
Counsel to the Riverside County
Transportation Commission
5
Agreement No. 09-19-072-16
AMENDMENT NO. 16 TO THIS
AGREEMENT FOR DISCLOSURE COUNSEL SERVICES
1. PARTIES AND DATE
This Amendment No. 16 to the Agreement for Disclosure Counsel Services is
made and entered into as of this day of , 2021, by and between the
RIVERSIDE COUNTY TRANSPORTATION COMMISSION ("Commission") and
NORTON ROSE FULBRIGHT US LLP, formerly FULBRIGHT & JAWORSKI LLP
("Consultant").
2. RECITALS
2.1 The Commission and the Consultant have entered into an Agreement
dated July 8, 2009 for the purpose of providing disclosure counsel
services (the "Master Agreement").
2.2 The Commission and the Consultant have entered into an Amendment
No. 1 to the Master Agreement, dated March 30, 2010, for the purpose
of providing disclosure counsel services related to extension of the
direct draw letter of credit related to the 2005 Commercial Paper
Program.
2.3 The Commission and the Consultant have entered into an Amendment
No. 2 to the Master Agreement, dated October 13, 2010, for the
purpose of providing disclosure counsel services related to the
issuance of Series 2010 sales tax revenue bonds.
2.4 The Commission and the Consultant have entered into an Amendment
No. 3 to the Master Agreement, dated July 13, 2011, for the purpose of
revising the Scope of Services and providing additional compensation
in order to provide disclosure counsel services related to the renewal
and extension of the standby bond purchase agreements related to the
Series 2009 sales tax revenue bonds.
2.5 The Commission and the Consultant have entered into an Amendment
No. 4 to the Master Agreement, dated January 1, 2012, for the purpose
of revising the Scope of Services and providing additional
1
compensation in order to provide disclosure counsel services related
to the substitution of the letter of credit for the 2005 Commercial Paper
Program.
2.6 The Commission and the Consultant have entered into an Amendment
No. 5 to the Master Agreement, dated July 1, 2012, for the purpose of
revising the Scope of Services and providing additional compensation
in order to provide disclosure counsel services related to financing of
the 91 Corridor Improvement Project ("Project").
2.7 The Commission and the Consultant have entered into an Amendment
No. 6 to the Master Agreement, dated July 1, 2013, for the purpose of
providing additional compensation and extending the term.
2.8 The Commission and the Consultant have entered into an Amendment
No. 7 to the Master Agreement, dated July 1, 2014, for the purpose of
providing additional compensation and extending the term.
2.9 The Commission and the Consultant have entered into an Amendment
No. 8 to the Master Agreement, dated July 1, 2015, for the purpose of
extending the term.
2.10 The Commission and the Consultant have entered into an Amendment
No. 9 to the Master Agreement, dated July 1, 2016, for the purpose of
providing additional compensation and extending the term.
2.11 The Commission and the Consultant have entered into an Amendment
No. 10 to the Master Agreement, dated September 14, 2016, for the
purpose of amending the Services, as defined in the Master
Agreement, to include disclosure counsel services related to the
termination of the Deutsche Bank swap and issuance of refunding
bonds for the 2009 Bond Series A, and to provide additional funding
for such Services.
2.12 The Commission and the Consultant have entered into an Amendment
No. 11 to the Master Agreement, dated July 1, 2017, for the purpose of
providing additional compensation and extending the term.
2.13 The Commission and the Consultant have entered into an Amendment
No. 12 to the Master Agreement, dated March 14, 2018, for the purpose
2
of providing additional compensation for disclosure counsel services
related to the issuance of the 2018 Series A Refunding Bonds and the
termination of the Bank of America, N.A. swap.
2.14 The Commission and the Consultant have entered into an Amendment
No. 13 to the Master Agreement, dated July 1, 2018, for the purpose of
providing additional compensation and extending the term.
2.15 The Commission and the Consultant have entered into an Amendment
No. 14 to the Master Agreement, dated July 1, 2019, for the purpose of
providing additional compensation and extending the term.
2.16 The Commission and the Consultant have entered into an Amendment
No. 15 to the Master Agreement, dated June 30, 2020, for the purpose
of providing additional compensation and extending the term.
2.17 The parties now desire to amend the Master Agreement in order to
provide additional compensation for continued performance of
disclosure counsel services.
3. TERMS
3.1 The maximum compensation for Services performed pursuant to this
Amendment shall be Twenty -Five Thousand Dollars ($25,000). Work
shall be performed at the rates set forth in the Master Agreement.
3.2 Except as amended by this Amendment No. 16, all provisions of the
Master Agreement, as previously amended by Amendments 1 through
15, including without limitation the indemnity and insurance
provisions, shall remain in full force and effect and shall govern the
actions of the parties under this Amendment No. 16.
3.3 This Amendment No. 16 shall be governed by the laws of the State of
California. Venue shall be in Riverside County.
3.4 This Amendment No. 16 may be signed in counterparts, each of which
shall constitute an original.
3.5 A manually signed copy of this Amendment No. 16 which is
transmitted by facsimile, email or other means of electronic
transmission shall be deemed to have the same legal effect as delivery
of an original executed copy of this Amendment No. 16 for all
3
purposes. This Amendment No. 16 may be signed using an electronic
signature.
[Signatures on following page]
SIGNATURE PAGE TO
AGREEMENT NO. 09-19-072-16
IN WITNESS WHEREOF, the parties hereto have executed this Amendment
on the date first herein above written.
RIVERSIDE COUNTY NORTON ROSE FULBRIGHT
TRANSPORTATION COMMISSION US LLP
By: By:
Anne Mayer, Executive Director
APPROVED AS TO FORM:
By:
Best Best & Krieger LLP
Counsel to the Riverside County
Transportation Commission
5
ATTACHMENT 13
Riverside County Transportation Commission
Toll Revenue Refunding Bonds 2021
SB 450 Summary / Government Code 5852.1*
A. True Interest Cost (TIC) of the Bonds
B. Sum of all fees and charges paid to 3rd parties
3.19%
$4,312,488
C. Bond Proceeds Net of Reserves, Capitalized Interest and
3rd Party Fees and Charges $624,079,539
Net proceeds 678,207,064 1
Less Reserve Fund (41,036,107) 1
Less Sum of all fees and charges paid to 3rd parties (4,312,488) 1
Less Capitalized Interest (8,778,930) 1
D. Total Payment Amount $1,113,114,864
Total Principal and Interest to Maturity 1,113,114,864 1
*Summary reflects good faith estimates as of 8/30/2021 and all costs associated with the financing; subject to
change based on interest rates, market conditions, and other factors. Estimates do not impose any limitations or
constraints upon authorized parameters, which differ from the estimates above.
Sources:
Preliminary Cash Flows (Sources and Uses) as of 8/30/2021
2 Costs of Issuance, including underwriters' discount
FIELDMAN 1 ROLAPP
& ASSOCIATES
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
REFINANCING OF
RCTC 91 EXPRESS LANES TOLL DEB
Theresia Trevino, Chief Financial Officer
• Express
4 Lanes
Why Refinance Now
Current Mark
• Municipal market and economy have stabilized
• Low interest rates and cash inflows to municipal
bond funds
✓Reduce debt service
✓Eliminate TIFIA loan restrictions
✓Ensure local control and future flexibility
• Express
J Lanes
SEPTEMBER 15, 2021
2
Current 91 Express Lanes Toll Debt
Toll Revenue Bonds
Original Amount
Outstanding at
August 31, 2021
Senior Lien Bonds:
2013 Series A Bonds (Current Interest Bonds)
2013 Series B Bonds (Capital Appreciation
Bonds)
Subordinate Lien Bonds:
2013 TIFIA Loan
a• Express
1 Lanes
$ 123,825,000 $ 123,825,000
52,829,602 89,708,073
421,054,409 507,716,613
$ 597,709,011 $ 721,249,686
SEPTEMBER 15, 2021
3
Plan of Finance
• Finance Team
• Debt structuring
• Express
A Lanes
Refinancing Process
Documentation
• Legal documents
• Resolution
• Indenture
• Official Statement
Credit Analysis
• Presentation
• Rating
Board approval
• Refinancing plan
• Legal documents
• Official Statement
Sale of Bonds
• Investor marketing
• Pricing and sale
• Official Statement
• Closing
SEPTEMBER 15, 2021
4
Specialized Legal Services
Bond Counsel
• Conducts legal and tax
analysis on refinancing
structure
• Prepares legal documents
• Board resolution
• Supplemental indentures
• Escrow agreements
• Participates in TIFIA
negotiations
• TIFIA prepayment and
termination
acknowledgement
• Provides legal opinion on the
bonds
&Express
Lanes
isclosure Counsel
• Assists RCTC with disclosure
of facts
• Prepares documents
• Preliminary/final official
statements
• Continuing disclosure
agreement
• Tender/exchange invitation
and communications
Provides negative assurance to
underwriters
Issuer's Counsel
• Participates in various
refinancing matters
• Assists with TIFIA
negotiations
• Reviews all refinancing
documents
• Provides opinion on RCTC's
authority to issue debt
SEPTEMBER 15, 2021
6
Toll Revenue Debt:
2013A Bonds
TIFIA Loan
• Express
J Lanes
Proposed 2021 Refinancing Plan
•$123.8 million Current Interest Bonds (2013A Bonds)
•$507.7 million TIFIA loan
•Burdensome TIFIA restrictions and administration
Issue 2021
Refunding Toll
Bonds
•$637.7 million bonds (par amount)
•$43.2 million premium
•Amend certain provisions
Preliminary, subject to change
Cash defease
portion of 2013B
Bonds
1
• Use Residual Fund balance (-$27 million)
• Use debt service funds on deposit (-$3.8 million)
• Use portion of toll revenue surplus funds
•Not to exceed $7.5 million with Executive Director
authorization to exceed if objectives met
Achieve debt
service savings
• $58 million net present value
• 9.1% of refunded debt
Flexibility to fund
or accelerate 91
corridor projects
SEPTEMBER 15, 2021
7
Refinancing Sources and Uses
Amounts in $000s
Preliminary, subject to change
Refund 2013A Bonds
Prepay 2013 TIFIA Loan
Defease 2013B
Bonds
TOTAL
SERIES 2020A
(Senior Lien Taxable)
SERIES 2020B
(Senior Lien
Tax -Exempt)
SERIES 2020C
(Second Lien Tax -
Exempt)
RCTC
CONTRIBUTION
SOURCES
Par Amount
Premium
TIFIA Reserve Release
Funds on Hand
TOTAL SOURCES
$146,870
$408,315
2,630
$149,500
34,304
$442,619
$82,530
$637,715
8,940
21,116
$112,586
$39,012
$39,012
43,244
21,116
41,642
$743,717
USES
Escrow Deposit/TIFIA Prepayment
Debt Service Reserve Fund
Capitalized Interest
Costs of Issuance
TOTAL USES
&Express
Lanes
$137,770 $405,893
136 33,938
10,589
1,005 2,788
$149,500 $442,619
$103,906
8,119
561
$39,012
$686,581
42,193
10,589
4,354
$112,586
$39,012 $743,717
SEPTEMBER 15, 2021
8
&Express
Lanes
Tender & Exchange Adds Savings
2013A Bond
• Tax-exempt
*Will be refunded with 2021A taxable
refunding bond unless...
Tender at Fixed
Price
• 2013A Bond purchased and taken out
• Tender price paid from 2021B
proceeds
• Incentive to bondholder considers tax
consequences
Exchange for
2021B Bond
•Receive tax-exempt bond
•Lower interest rate than taxable
refunding bond
SEPTEMBER 15, 2021
9
Required Disclosures
Required Information
March 2020
September 13,
2021
True interest cost of the bonds
Costs of issuance, including underwriter's discount
Amount of bond proceeds less costs of issuance,
reserves and capitalized interest, excluding release I
of debt service reserve funds
Total debt service payments through the final
maturity
i
• Express
J Lanes
Preliminary, subject to change
3.27%
$3,723,592
$605,197,731
3.28%
$4,354,373
$623,821,827
$1,075,426,226 $1,139,870,333
SEPTEMBER 15, 2021
10
2021 Refinancing
Documents and Approvals
Refinancing Bonds
• Resolution No. 21-015
• Official Statement
• Continuing Disclosure
Agreement
• 3rd and 4t" Supplemental
Indentures
a• Express
J Lanes
Negotiated Bond Sale
• Bond Purchase Agreement
Escrow Deposit
• Escrow Agreements
Tender/Exchange
• Dealer Manager Agreement
• Invitation to Tender or Exchange
Bonds
Costs of Issuance
• Estimated Costs
• Professional Services Agreement
Amendments
SEPTEMBER 15, 2021
11
2021 Refinancing Timeline
•9/22-10/1 Tender
•9/13-14 Ratings and Exchange
•8/23 B&I approval received Period
• 9/2 Rating
presentations
• Express
Lanes
Preliminary, subject to change
• 9/15
Commission
approval
• POS posted
•Tender and
exchange
invitation posted
• 10/4-5 Bond
pricing and sale
10/14
Financial
Close
SEPTEMBER 15, 2021
12
Receive and file
presentation
Approve refinancing plan
• Refund 2013A Bonds
and prepay 2013 TIFIA
Loan
•Cash defeasance of
portion of 2013B Bonds
using Residual Fund,
debt service fund, and
Surplus Funds
&Express
Lanes
Staff Recommendations
Adopt Resolution
No. 21-015
Approve documents:
Preliminary Official
Statement
Continuing Disclosure
Agreement
Supplemental Indentures
Bond Purchase
Agreement
Dealer Manager
Agreement
Invitation to Tender or
Exchange Bonds
Escrow Agreements
Approve costs of
issuance
Approve professional
services agreement
amendments
• Orrick
• Norton Rose
Approve budget
adjustments
• Debt service savings
• No TIFIA restrictions
• More local control
SEPTEMBER 15, 2021
13
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
DISCUSSION
&Express
Lanes
AGENDA ITEM 8
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
DATE:
September 15, 2021
TO:
Riverside County Transportation Commission
FROM:
David Thomas, Toll Project Delivery Director
THROUGH:
Anne Mayer, Executive Director
SUBJECT:
Interstate 15 Interim Corridor Operations Project
STAFF RECOMMENDATION:
This item is for the Commission to:
1) Authorize staff to implement all project development activities needed to complete
construction of the 1-15 Interim Corridor Operations Project (15 ICOP), including
immediately commencing the environmental studies and final design work;
2) Authorize the Executive Director, or designee, to negotiate and execute a contract
amendment to Agreement No. 15-31-001-00 with Parson Transportation Group
(Parsons), as the 1-15 Express Lanes Project (15 ELP) project and construction manager
(PCM), to provide environmental studies, final design, and construction management
services for the 15 ICOP for an amount as necessary to complete the work, currently
estimated at $1 million, as it is in the public interest and best interest of the Commission
to conduct a non-competitive procurement;
3) Approve an adjustment to the Fiscal Year 2021/22 budget in the amount of $4.5 million
for project development and construction expenditures with total project funding of
$5 million in 2009 Measure A sales tax revenue bond proceeds projected to be available;
and
4) Authorize the Chair or Executive Director, pursuant to legal counsel review, to execute all
necessary agency agreements or amendments to existing agency agreements for all
phases of project development for the 15 ICOP including cooperative and funding
agreements with Caltrans, California Highway Patrol, and other agencies, as deemed
necessary.
BACKGROUND INFORMATION:
Since opening of the 15 Express Lanes in April 2021, there has been increased congestion at the
southbound terminus of the 15 Express lanes at Cajalco Road due to merging and weaving
resulting in substantial queues and delays. During the afternoon weekday and weekend peak
period, it can take up to 30 minutes to travel the five -mile stretch of southbound 1-15 from State
Route 91 to Cajalco Road.
Agenda Item 8
182
The Commission, Caltrans, city of Corona and the County of Riverside have received numerous
complaints from the public requesting immediate congestion relief in this localized area. As a
result, an agency task force was convened in June 2021 and alternatives were evaluated to
develop near term improvements that can be implemented to address the congestion.
1-15 Interim Corridor Operations Project Improvements
The 15 ICOP's purpose is to provide interim congestion relief by improving traffic operations in
this localized area. The project will provide an additional lane from the Cajalco Road interchange
to the Weirick Road southbound off -ramp. This new southbound lane is depicted in Figure 1
below.
11
I-15 ELP SB EGRES
Bedford Canyon
Wash Bridge
New Lane —
CAJALCO ROAD IC
----I-15 ELP NB INGRESS
BEDFORD CANYON WASH
WEIRICK ROAD IC
Figure 1— 15 ICOP southbound lane
To add the new lane, the existing inside and outside shoulders would be upgraded to
accommodate traffic. Upgrades to the shoulders would include removal of rumble strips by cold
planning and asphalt overlays to strengthen the shoulder pavement to handle traffic loads for
the interim period of three years until future permanent improvements on the 1-15 are
implemented with the 1-15 Corridor Operations Project (15 COP). With this interim improvement,
there would be three 11 -foot wide lanes and one 12 -foot wide lane to accommodate trucks with
a varying 2-5 foot wide median shoulder and a varying 3-8 foot wide outside shoulder between
Cajalco Road and Weirick Road interchanges.
Agenda Item 8
183
Staff conferred with Caltrans on this project, and it has conceptually agreed with the traffic
operations benefits and the non-standard features of the project. Staff also coordinated with
California Highway Patrol regarding safety and identifying pull -over areas. Staff and Caltrans
evaluated the environmental impacts of this project and proposed that a Categorical
Exemption/Categorial Exclusion would be the best approach to meet environmental approval
requirements and the expedited schedule.
Proposed Project Development Schedule
Staff proposes an aggressive project delivery schedule for the 15 ICOP by implementing a sole
source contract amendment with Parsons to perform overlapping environmental studies and
final design work, as well as construction management. Staff also proposes an aggressive
construction procurement schedule and expects to return to the Commission in early 2022 with
a recommended award of the construction contract. This approach will save time to allow this
new lane to open sooner and achieve congestion relief as soon as possible.
Work Phase
Environmental Studies
Final Design
Construction Management
Construction
Open lane to traffic
Phase Timeframe
September 2021 -December 2021
September 2021 -December 2021
November 2021 -September 2022
March 2021 -August 2022
September 2022
Parsons has worked for the Commission as the Project and Construction Manager for the 15 ELP
since 2016. Parsons has been involved in the review of the traffic operations with the opening of
the 15 Express Lanes and developed alternatives to address congestion. As a result, Parsons is in
a position to efficiently perform the environmental studies, final design and construction
management for the 15 ICOP. A time efficiency will also be realized through the overlapping of
the environmental studies work phase with the final design work phase and using the same
consultant for both phases.
Staff recommends that the Commission authorize the Executive Director to negotiate an
Environmental Studies/Final Design/Construction Management services contract amendment
with Parsons, currently estimated at $1 million, as it is in the public interest and best interest of
the Commission to conduct a non-competitive procurement.
Agenda Item 8
184
Estimated Project Costs and Funding Sources
The estimated project cost by work phase is detailed as follows:
Environmental Studies/Final Design/Construction Management
Support Costs (Staff, Bechtel, other)
Construction
Total
$ 1,000,000
200,000
3,800,000
$ 5,000,000
Since these costs were not included in the FY 2021/22 budget, staff recommends the Commission
approve a budget adjustment of $4.5 million to offset FY 2021/22 expenditures for the 15 ICOP.
The remaining balance of $500,000 will be budgeted in FY 2022/23. It is proposed that the project
be funded with $5 million of Measure A sales tax revenue bond proceeds anticipated to be
available from the 1-15 Express Lanes Project financing completed in July 2017.
Lastly, each work phase to implement the 15 ICOP may require cooperative agreements with
Caltrans and other agencies that are typical for the project development process for work on the
State Highway System. Staff recommends the Commission authorize the Chair or Executive
Director, pursuant to legal counsel review, to execute all necessary agency agreements or
amendments to existing agency agreements for all phases of 15 ICOP project development.
Financial Information
In Fiscal Year Budget:
No
N/A
Year:
FY 2021/22
FY 2022/23
Amount:
$4,500,000
$500,000
Source of Funds:
Measure A sales tax revenue bond
proceeds
Budget Adjustment:
Yes
N/A
GL/Project
Accounting No.:
003052 81001 00000 0000 262 31 81001
003052 81102 00000 0000 262 31 81102
003052 81301 00000 0000 262 31 81301
Fiscal Procedures
Approved:
��
Date:
08/31/2021
Agenda Item 8
185
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
INTERSTATE 15 INTERIM CORRIDOR
OPERATIONS PROJECT
Riverside County
Transportation Commission
September 15, 2021
David Thomas, Toll Project Delivery Director
Proposed Improvements
Norco
Corona
1-15 ELPSE
Project Limits
North: RIV-15 PM 40.1
•
1-15 ELP (complete)
Project Limits North: RIV-15 PM 51.7
South: RIV-15 PM 36.6
•
Riverside
niacin Ave Lake
• WM Rd Matthews
`° Ca�a6noRd I-15 COP
Project Limits
•
4 _ SB: RIV-15 PM 35.6 to 37.4
JIEein kRd
•
Unincorporated Riverside County
E-15 ISLP
Project Limits
SB: RIV-15 PM 35.6 to 37.4
i
----
.
Coldwater Wash
--
Legend
1-15 Express Lanes Project (1-15 ELP) -
Complete
1-15 Interim Shoulder Lane Project (1-15 ISLP)
I-15 Corridor Operations Project (I-15 COP)
1-15 Express Lanes Project Southern
Extension (1-15 ELPSE)
Temescal Canyon Rd
.
o
4y04. 0•
I
I
I
Y
Lake
Elsinore
Lake
Elsinore
Cleveland National Forest
1-15 ELPSE
Project Limits
South: RIV-15 PM 21.2
Canya
Lake
0\s
- EL EGRES
ti.
Bedford Canyon
Wash Bridge
New Lane
5•
—INtttttttrt/IP
Its
CAJALCO ROAD IC
I—•3 ELP NB INGRESS
BEDFORD CANYON WASH
WEIRICK ROAD IC
2
7:45 PM
7,30 PM
7:15 PM
7:00 PM
6:45 PM
6,30 PM
6:15 PM
6:00 PM
5:45 PM
5,30 PM
5:15 PM
5:00 PM
4:45 PM
4:30 PM
4:15 PM
4:00 PM
3:45 PM
3:30 PM
3:15 PM
3:00 PM
2:45 PM
2:30 PM
2:15 PM
2:00 PM
1:45 PM
1:30 PM
1:15 PM
1:00 PM
Traffic Operations Benefits
Opening Year (2022) PM Peak Period Speed Contour Plots
No -Build Alternative
19 20 21 26 20 18 18 20 22
18 19 20 24 19 17 18 19 22
15 16 17 22 17 16 17 1a 20
15 15 16 20 15 15 17 17 19
12 9 9 10 10 10 10 10 13 13 14 19 14 14 16 15 17 0022
12 8 9 9 9 9 9 11 10 12 12 13 1] 13 13 15 13 14 900
20
11 7 a B a B B 10 9 10 10 15 11 11 12 11 11 . .
16 7 10 7 7 7 7 7 7 8 ] 10 9 14 10 10 12 11 11 m.
15 6 1.3 6 7 B 7 7 7 a ] 10 10 14 10 10 11 10 11 . »
16 6 9 6 7 7 7 7 7 a ] 10 9 14 10 11 11 11 11 ..
15 6 7 5 7 7 7 7 7 a ] 9 9 13 10 10 11 10 11 m.
] 5 6 ] ] ] ] ] ] 9 8 12 10 10 11 11 11 . .
6 5 5 6 6 6 6 7 6 8 8 11 10 11 12 11 11 m w
7 7 7 8 a B B 9 ] 10 9 13 11 11 11 11 11 ..
63 fit 49 34 2fi 26 12 7 6 6 7 7 8 8 8 ] 10 10 14 12 12 12 11 12 12 .
63 62 64 65 66 66 66 52 32 23 . 17 11 8 8 8 ] 9 9 13 11 11 12 11 11 . .
62 fit fi4 65 65 65 65 65 63 fi4 . 64 fi4 62 55 30 10 9 10 10 13 11 11 12 11 11 . .
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60 - 75 mph
50 - fib mph
Legend
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3
Proposed Schedule
Commission Approval to Start Project
September 2021
Complete Environmental Studies December 2021
Complete Final Design
Construction Procurement
Construction
December 2021
January - February 2022
March - August 2022
Open to Traffic September 2022
❖ Working with Caltrans on streamlined delivery approach
❖ Assumes sole source to Parsons for PA/ED, PS&E, and Construction Management
❖ Assumes local funds and streamlined public bid for construction
4
Staff Recommendation
1) Implement all project development activities to complete the 15 ICOP;
2) Sole source contract amendment with Parsons estimated at $1 million;
3) Adjustment to the Fiscal Year 2021/22 budget in the amount of $4.5 million, total project funding of
$5 million in 2009 Measure A sales tax revenue bond proceeds; and
4) All necessary agency agreements or amendments, as deemed necessary.
5
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
QUESTIONS & FEEDBACK
•0•
RIVERSIDE COUNTY TRANSPORTATION COMMISSION
ROLL CALL
SEPTEMBER 15, 2021
Present Absent
County of Riverside, District I
X 0
County of Riverside, District II
X a
County of Riverside, District III
X 0
County of Riverside, District IV
X 0
County of Riverside, District V
X 0
City of Banning
City of Beaumont
X O
City of Blythe
X a
City of Calimesa
X O
City of Canyon Lake
X 0
City of Cathedral City
X 0
City of Coachella
X a
City of Corona
X O
City of Desert Hot Springs
X 0
City of Eastvale
X O
City of Hemet
X 0
City of Indian Wells
X O
City of Indio
X a
City of Jurupa Valley
X O
City of La Qu i nta
X 0
City of Lake Elsinore
X 0
City of Menifee
X a
City of Moreno Valley
X O
City of Murrieta
X 0
City of Norco
X 0
City of Palm Desert
X 0
City of Palm Springs
X a
City of Perris
X 0
City of Rancho Mirage
X O
City of Riverside
City of San Jacinto
City of Temecula
City of Wildomar
X O
Governor's Appointee, Caltrans District 8 X 0
RIVERSIDE
COUNTY
TRANSPORTATION
COMMISSION
TO: Riverside County Transportation Commission
FROM: Lisa Mobley, Clerk of the Board
DATE: September 8, 2021
SUBJECT: G.C. 84308 Compliance — Potential Conflict of Interest
California Government Code 84308 states a Commissioner may not participate in any discussion or
action concerning a contract or amendment if a campaign contribution of more than $250 is
received in the past 12 months or 3 months following the conclusion from a bidder or bidder's agent.
This prohibition does not apply to the awarding of contracts that are competitively bid. The
Commission's procurement division asks potential vendors to disclose any contributions made to
the campaigns of any Commissioner as part of their submitted bid packets. As an additional
precaution, those entities are included below in an effort to give Commissioners opportunity to
review their campaign statements for potential conflicts. Please note the entities listed in this
memo are not encompassing of all potential conflicts and are in addition to any personal conflicts
of interest such as those disclosed on Statement of Economic Interests — Form 700 or prohibited
by Government Code Section 1090. Please contact me should you have any questions.
Agenda Item No. 7 - Refinancing of 91 Express Lanes Toll Debt
Consultant(s): Orrick, Herrington, & Sutcliffe LLP
Devin Brennan, Partner
405 Howard Street
San Francisco, CA 94105